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Telekom Slovenije

Pre-Annual General Meeting Information May 16, 2025

1988_rns_2025-05-16_bd94715e-1aa9-437f-afa3-4ffddde61647.pdf

Pre-Annual General Meeting Information

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MATERIALS FOR THE 39TH GENERAL MEETING OF TELEKOM SLOVENIJE, D.D.

Ljubljana, 15 May 2025

Material for item 2 of the Agenda:

APPOINTMENT OF THE GENERAL MEETING'S BODIES

The Management Board of Telekom Slovenije, d.d., proposes that the General Meeting adopts the following

resolution:

2.1. The solicitor Stojan Zdolšek shall be appointed the chair of the General Meeting, and representatives of Ixtlan Forum d.o.o. as the tellers. The General Meeting acknowledges the presence of notary Bojan Podgoršek at this sitting.

Argumentation:

Working bodies, i.e. the General Meeting chair, who chairs the General Meeting, and tellers for the voting, must be elected. A notary must be present at the General Meeting to write the General Meetings resolutions in the form of minutes compliant to the legislation.

President of the Management Board: Boštjan Košak

Material for item 3 of the Agenda:

THE PRESENTATION THE ANNUAL REPORT FOR THE FINANCIAL YEAR 2024 AND THE SUPERVISORY BOARD'S REPORT ON THE RESULTS OF THE REVIEW OF THE ANNUAL REPORT FOR THE FINANCIAL YEAR 2024

The General Meeting shall be informed of the Annual Report for the Financial Year 2024 and the report of the Supervisory Board on the results of its review of the Annual Report for the Financial Year 2024.

Argumentation:

In accordance with Article 282 of the Companies Act (Official Gazette of the RS, no. 60/06 with subsequent amendments and supplements; hereinafter: ZGD-1) the Supervisory Board is obligated to verify the Annual Report and the proposal for the use of the distributable profit presented by the Management Board. The Supervisory Board shall submit a written report to the General Meeting, in which it explains how and in to what extent it supervised the management of the company during the financial year. In its report the Supervisory Board shall also present its opinion on the auditor's report attached to the Annual Report. At the end of its report the Supervisory Board shall state whether after reviewing the Annual Report it has any comments and whether it approves the Annual Report.

The Supervisory Board thoroughly reviewed the annual report of Telekom Slovenije, d.d., and the Telekom Slovenia Group for 2024 by the legally prescribed deadline. The Supervisory Board finds that the Telekom Slovenije Group has performed in line with the set goals in the financial year 2024.

The Supervisory Board was briefed on and discussed the audit report, in which the certified auditors of DELOITTE REVIZIJA, d.o.o., find that the financial statements, which are an integral part of the Annual Report, present a true and fair picture of the financial position of the company and the group, their financial and operating results and changes in equity. The Supervisory Board had no comments regarding the audit report. It likewise had no comments or reservations that would prevent the adoption of a decision to approve the annual report and consolidated annual report.

Pursuant to the provisions of Article 282 of ZGD-1, the Supervisory Board has approved the 2024 Annual Report of Telekom Slovenije Group and Telekom Slovenije, d.d., with the accompanying audit report for 2024. The Supervisory Board's report on the results of the review of the Annual Report for the Financial Year 2024 is enclosed with this agenda item.

President of the Management Board: President of the Supervisory Board: Boštjan Košak Žiga Debeljak, MSc

Attachments:

REPORT OF THE SUPERVISORY BOARD

The Supervisory Board of Telekom Slovenije, in accordance with the Articles of Association of Telekom Slovenije, d.d., comprises nine members; the composition of the Supervisory Board remained unchanged in 2024.

In 2024, within its responsibilities, the Supervisory Board of Telekom Slovenije ensured responsible and diligent oversight of the business operations of Telekom Slovenije and the Telekom Slovenije Group. It convened regularly, addressing various aspects of the business and monitoring the implementation of plans. Individual topics were discussed in advance by the Supervisory Board committees, and based on the findings, proposals, and careful consideration of these committees, the Supervisory Board made decisions and informed stakeholders after the meetings. In 2024, the Supervisory Board held nine regular sessions and two correspondence sessions.

Composition of the Supervisory Board:

In 2024, the Supervisory Board consisted of the following members: Žiga Debeljak, MSc, President; Karla Pinter, MSc, Vice President; Marko Boštjančič; Mateja Čuk Orel, MSc; Alenka Čok Pangeršič, MSc; Aleksander Igličar, MSc; Drago Kijevčanin, Vice President; Dušan Pišek; and Rok Pleteršek.

The Supervisory Board constitution is diverse, the members complement one another's expert knowledge, competences, experience, age, gender, work methods and other aspects that facilitate an effective exchange of opinions and positions at the meetings.

Operation of the Supervisory Board

The Supervisory Board performs its work in accordance with the powers and responsibilities defined by legal regulations, the company's Articles of Association, and the Rules of procedure of the Supervisory Board. It performs its supervisory function with full responsibility and is independent in its decision-making. In accordance with the Corporate governance code for public limited companies, all members of the Supervisory Board have provided statements confirming their compliance with the independence criteria, which are published on the company's website.

In 2024, three members of the Supervisory Board announced the potential occurrence of facts that could affect their independence and recused themselves from voting on the relevant items or even waived access to materials and information related to the topic in advance.

The Supervisory Board discussed various aspects of the company's and the Group's business operations and monitored how the plans were implemented. Individual topics were discussed by Supervisory Board committees beforehand. Based on the proposals and assessments of the committees, the Supervisory Board made appropriate decisions.

Within the scope of its responsibilities, the Supervisory Board made responsible decisions and, in 2024, among other things:

  • considered and adopted the 2025 Annual Business Plan of the Telekom Slovenije Group and Telekom Slovenije, with a business projection for the period 2025–2029;
  • considered and adopted the audited Annual Report of the Telekom Slovenije Group and Telekom Slovenije for 2023;
  • regularly considered interim reports on the business operations of the Telekom Slovenije Group and Telekom Slovenije and monitored the implementation of business plans;
  • monitored the implementation procedures for sustainability reporting of the Telekom Slovenije Group and Telekom Slovenije;
  • monitored activities for the further development and modernisation of the mobile network;
  • discussed other topics related to the operations of Telekom Slovenije and Group companies.

In supervising the management of Telekom Slovenije and the companies in the Telekom Slovenije Group, the Supervisory Board was regularly informed in 2024 about:

  • reports on the business operations of the parent company and its subsidiaries;
  • the implementation of the strategic business plan of the parent company and its subsidiaries;

  • assessments of the performance indicators of the parent company and its subsidiaries in each period;
  • other information related to the business operations of the parent company and its subsidiaries.

In August 2024, the Supervisory Board commenced an evaluation of its work, which was carried out using the methodology of the Slovenian Directors' Association. Following the discussion, an action plan with commitments was adopted and implemented within the set timeframe.

Supervisory Board committees – composition and operations

The Supervisory Board had three permanent committees: the Audit Committee, the Nomination Committee, and the Business Development Committee. The committees discussed the subjects of individual professional areas in accordance with their responsibilities and tasks, as well as topics within the scope of the Supervisory Board's work, and advised the Board on important issues. This contributed to improving the work and effectiveness of the Supervisory Board.

The composition of the individual Supervisory Board Committees and their more significant tasks in 2024 are described in the Annual Report.

Assessment of the work of the Supervisory Board

The work of Supervisory Board members, including their work in the Committees, was professional and focused on effectiveness of performing the function. Supervisory Board members regularly attended the meetings, prepared thoroughly on the topics discussed, and provided constructive proposals.

Based on expertly prepared written and oral information from the Management Board, the Supervisory Board was able to competently make decisions in accordance with the rules of procedure, the company's statures and its legal authority. Supervisory Board's work was supported by its committees.

Supervisory Board's report on the review of the Annual Report

The Supervisory Board reviewed the audited Annual Report of the Telekom Slovenije Group and Telekom Slovenije for 2024. Based on the review of the Annual Report and financial statements with explanations, the review of the Management Board's proposal for the distribution of distributable profit, and the independent auditor's report, the Supervisory Board approved the audited Annual Report of the Telekom Slovenije Group and Telekom Slovenije for 2024.

In accordance with the third paragraph of Article 272 of the Companies Act (ZGD-1), immediately after the preparation and issuance of the auditor's opinion, the Management Board of Telekom Slovenije submitted the Annual Report of the Telekom Slovenije Group and Telekom Slovenije for 2024, together with the auditor's report for 2024, to the Supervisory Board. The audit of the Annual Report of the Telekom Slovenije Group and Telekom Slovenije for 2024 was performed by the auditor Deloitte revizija, d. o. o., which issued an unmodified opinion on the financial statements and a limited assurance on the consolidated sustainability report of the Telekom Slovenije Group and Telekom Slovenije.

The Audit Committee of the Supervisory Board of Telekom Slovenije reviewed the audited Annual Report of the Telekom Slovenije Group and Telekom Slovenije, d.d., for 2024 and found that the Annual Report was prepared in a timely manner, clearly, transparently, and in accordance with the provisions of the Companies Act (ZGD-1), applicable International Financial Reporting Standards, European Reporting Standards as adopted by the European Union, and other relevant legislation. The Audit Committee had no comments on the Annual Report for 2024 and therefore proposed to the Supervisory Board that, in accordance with Article 282 of the ZGD-1, it approve the Annual Report of the Telekom Slovenije Group and Telekom Slovenije, d.d., for 2024.

Based on the auditor's opinion, the Audit Committee's position, the data and disclosures in the Annual Report, the Supervisory Board of Telekom Slovenije assesses that the auditor performed its work independently and professionally, in accordance with applicable legislation and business practice, that the Annual Report is, in all material respects, prepared in accordance with the requirements of the ZGD-1, that the financial statements present fairly, in all material respects, the assets and financial position of the Telekom Slovenije Group and Telekom Slovenije as at 31 December 2024, and their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Community, and that the sustainability report, which is an integral part of the business section of the annual report, is prepared in accordance with the European Sustainability Reporting Standards as adopted by the European Union. The Supervisory Board

has no remarks regarding the auditor's report. Furthermore, the Supervisory Board has no other comments on the Annual Report of the Telekom Slovenije Group and Telekom Slovenije for 2024 that would in any way prevent it from making a decision on its approval.

Therefore, in accordance with the third paragraph of Article 282 of the ZGD-1, the Supervisory Board of Telekom Slovenije approved the Annual Report of the Telekom Slovenije Group and Telekom Slovenije for 2024 at its regular session on 16 April 2025.

When adopting the Annual Report, the Supervisory Board also commented on the Statement of Corporate Governance, which is included in the business report of the Annual Report of the Telekom Slovenije Group and Telekom Slovenije for 2024, and assessed that it reflects the actual state of the company's management in 2024.

President of the Supervisory Board Žiga Debeljak, MSc

Material for item 4 of the agenda:

PROPOSED USE OF THE DISTRIBUTABLE PROFIT FOR THE FINANCIAL YEAR 2024 WITH THE PROPOSAL ON GRANTING DISCHARGE TO THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD FOR THE FINANCIAL YEAR 2024

The Management Board and the Supervisory Board of Telekom Slovenije, d.d., propose that the General Meeting adopts the following

resolution:

  • 4.1 The distributable profit of Telekom Slovenije, d.d., as established at 31 December 2024 to amount to EUR 58,273,004.54, shall be used for the following:
    • dividends payment in the amount EUR 25,994,568.00, which represents, without taking into account own shares, a dividend payment of EUR 4.00 gross per share,
    • the remaining part in the amount of EUR 32,278,436.54, shall remain undistributed as retained earnings, and its use would be decided in subsequent financial years.

The dividends shall be paid on 22 August 2025 to shareholders or other beneficiaries who will be entered into the company share register as of 21 August 2025 as share holders or other beneficiaries with the right to dividend payments.

  • 4.2. The General Meeting shall grant discharge to the Management Board for the financial year 2024.
  • 4.3. The General Meeting shall grant discharge to the Supervisory Board for the financial year 2024.

Argumentation:

Pursuant to Article 293 of ZGD-1 the General Meeting decides on the use of distributable profit at the proposal of the management or supervisory bodies. The decision on the use of distributable profit is tied to the approved annual report. The Audited Annual Report of Telekom Slovenije Group and Telekom Slovenije, d.d., for the year 2024 was discussed and approved by the company's Supervisory Board.

The Management Board, together with the Supervisory Board, has prepared a proposal for the use of the distributable profit of Telekom Slovenije, d.d., for 2024. The proposal for using distributable profit aligns with the dividend policy objective of allocating 30-50% of the Telekom Slovenije Group's net profit for dividend payments, taking into account the financial position and the scope of investments. The proposed dividend represents 47% of the Telekom Slovenije Group's net profit.

In accordance with Article 294 of the ZGD-1, the General Meeting shall decide on the use of distributable profit at the same time as on the discharge of the current members of the Management Board and the Supervisory Board. In accordance with the recommendation of the Corporate Governance Code and the Corporate Governance Code for State-Owned Enterprises, the vote on granting the discharge to the Management and Supervisory Boards is carried out separately.

President of the Management Board: President of the Supervisory Board: Boštjan Košak Žiga Debeljak, MSc

Material for item 5 of the agenda:

REPORT ON REMUNERATION TO THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF TELEKOM SLOVENIJE, D.D., FOR THE YEAR 2024

The Management Board and the Supervisory Board of Telekom Slovenije, d.d., propose that the General Meeting adopts the following

resolution:

5.1. The General Meeting was informed of the Report on remuneration to the members of the Management Board and Supervisory Board of Telekom Slovenije, d.d., for the year 2024, and approves it.

Argumentation:

In accordance with Article 294.b of the Companies Act (ZGD-1), the Management Board and the Supervisory Board of the company have prepared the Report on the remuneration of the Management Board and Supervisory Board members of Telekom Slovenije, d.d., for 2024 (hereinafter: the Report), which provides a comprehensive overview of the remuneration, including all benefits in any form, that the company provided or owed to each member of the management and supervisory bodies in the last financial year. The Report was reviewed by the auditor, DELOITTE REVIZIJA d.o.o., which issued the Independent auditor's report on the engagement to perform a limited assurance engagement in connection with the report on remuneration (hereinafter: the Auditor's Report), which states that nothing came to the auditor's attention that would cause them to believe that the Report is incomplete and does not contain, in all material respects, the information as required by the second and third paragraphs of Article 294.b of the ZGD-1. The Report, together with the Auditor's Report, is enclosed as an appendix to this document.

President of the Management Board: President of the Supervisory Board: Boštjan Košak Žiga Debeljak, MSc

Appendix:

  • Report on remuneration to the members of the Management Board and Supervisory Board of Telekom Slovenije, d.d., for the year 2024

REPORT ON REMUNERATION TO THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF TELEKOM SLOVENIJE, D.D., FOR THE YEAR 2024

1. Introduction

Telekom Slovenije, d.d. (hereinafter also referred to as Telekom Slovenije or the company), has prepared this Report on the remuneration of the Management Board and Supervisory Board Members of Telekom Slovenije, d.d., for 2024 (hereinafter: the Report) in accordance with the provision of Article 294.b of the Companies Act (hereinafter: ZGD-1). The Report provides a comprehensive overview of the remuneration, including all benefits, that the company provided or owed to each member of the Management Board and the Supervisory Board in the financial year 2024.

All remuneration paid or owed to the members of the Management Board and the Supervisory Board in the period from 1 January 2024 to 31 December 2024 is compliant with:

When determining the remuneration of the Management Board members in 2024, the company adhered to the valid Remuneration Policy and applicable legislation, taking into account the following legal bases:

  • In accordance with Article 270 of the ZGD-1, when determining the total remuneration of an individual Management Board member (salary and reimbursement of expenses, benefits, bonus for business performance – share and option-based reward programme, profit sharing, severance pay and other remuneration), the Supervisory Board ensures that the total remuneration is in appropriate proportion to the tasks of the Management Board members and the financial situation of the company, and that the remuneration of an individual Management Board member is compliant with the following principles:
    • (i) the remuneration of Management Board members promotes the long-term sustainability of the company and is in line with the achieved results and the financial situation of the company;
    • (ii) the remuneration consists of a fixed and a variable component, which depends on pre-defined and measurable criteria;
    • (iii) severance pay is only paid in the event of early termination of the contract. Severance pay cannot be paid if a Management Board member is recalled for the reasons specified in the first, second, and third indents of the second paragraph of Article 268 of the ZGD-1, or if the Management Board member resigns.
  • When determining the remuneration of Management Board members, the Supervisory Board complies with the provisions of the Act Governing the Remuneration of Managers of Companies with Majority Ownership (hereinafter: ZPPOGD), which stipulates in the second indent of the third paragraph of Article 4 that the basic salary is determined in relation to the average gross salary paid in the group companies in the previous financial year. In doing so, the Supervisory Board also takes into account the Decree on the determination of the highest ratios for basic salaries and the amount of variable remuneration of directors (hereinafter: the Decree). In accordance with Article 7 of the ZPPOGD, the company submits every contract (and any amendment to the contract) with an individual Management Board member to the Ministry of Economy, Tourism and Sport.
  • A Management Board member is also entitled to Act Governing the Remuneration of Managers of Companies with Majority Ownership The Supervisory Board defines the variable remuneration by resolution after the end of each financial year when adopting the audited Annual Report.
  • The Supervisory Board sets the targets and criteria for the variable remuneration for the following financial year for a Management Board member after the plan is approved. The variable remuneration amounts to a maximum of 30 per cent of the basic salary paid to the Management Board member in the financial year. The payment of 50 per cent of this remuneration is deferred for at least two years. 50 per cent of the variable remuneration can be paid in the form of the company's shares.

▪ When determining the remuneration of Management Board members, the company also takes into account the recommendations of the Corporate Governance Code for Public Limited Companies and the Corporate Governance Code for Companies with State Capital Investment.

The remuneration of the Supervisory Board members and its amount are determined by the General Meeting, in accordance with applicable legislation and taking into account the currently valid Corporate Governance Code for Companies with State Capital Investment (hereinafter: the Code) and the Recommendations and expectations of Slovenian Sovereign Holding. The payments to the Supervisory Board members consist of a fee for performing the function and meeting fees, which are paid monthly. The Supervisory Board determines the fees for external members of the committees by resolution.

1.1. The performance of the Telekom Slovenije Group in 2024, 2023, 2022 and 2021

Achievement of the Telekom Slovenije Group's operational revenue, EBITDA, and net profit plan for 2024

in million EUR Achieved in 2024 Planned for 2024 2024 index
Achieved/
Planned
Operational revenue 720.0 717.4 100
Earnings before interest, tax,
depreciation and amortisation (EBITDA)
240.3 233.6 103
Net profit 55.2 43.2 128

The Telekom Slovenia Group (hereinafter also TSG) generated EUR 720.0 million in operating revenues in 2024, which is in line with plans. TSG had higher revenues in several segments of its operations, namely in the fixed segment, IT services and goods, and the wholesale market. Conversely, revenues in the mobile segment were lower, primarily due to decreased sales of mobile goods.

TSG's earnings before interest, taxes, depreciation and amortisation (EBITDA) stood at EUR 240.3 million, which is EUR 7 million, i.e., 3% above plans.

Following the calculation of corporate income tax with deferred taxes, TSG generated a net profit of EUR 55.2 million, which is EUR 12.0 million, i.e. 28% above plans.

As at 31 December 2024, TSG had 4%, i.e. 82,766 more retail mobile users than on 31 December 2023. Telekom Slovenije grew the number of mobile retail users by 37,866, and IPKO by 44,900. As at 31 December 2024, TSG had 4%, i.e. 12,120 more retail broadband connections. The entire growth was at Telekom Slovenije.

Achievement of the Telekom Slovenije Group's operational revenue, EBITDA, and net profit plan for 2023

in million EUR Achieved in 2023 Planned for 2023 2023 index
Achieved/
Planned
Operational revenue 708.2 680.8 104
Earnings before interest, tax,
depreciation and amortisation (EBITDA)
228.6 206.2 111
Net profit 47.1 20.1 234

The Telekom Slovenia Group (hereinafter also TSG) generated EUR 708.2 million in operating revenues in 2023, which is in 4% above plans. TSG had higher revenue across several segments of its operations. In the mobile segment, both Telekom Slovenije and IPKO generated higher revenues. Within ICT, the most significant revenue increase was in the area of providing cybersecurity risk solutions. Wholesale market revenues were also higher.

TSG's earnings before interest, taxes, depreciation and amortisation (EBITDA) stood at EUR 228.6 million, which is EUR 22.4 million, i.e., 11% above plans.

Following the calculation of corporate income tax with deferred taxes, TSG generated a net profit of EUR 47.1 million in 2023, which is EUR 26.9 million, i.e. 134% above plans. TSG's net profit was also affected by the change in the tax rate of the income tax from 19% to 22% from 2024 onward, which had a positive effect of EUR 5.7 million on deferred taxes in 2023.

As at 31 December 2023, TSG had 4%, i.e. 66,127 more mobile users than on 31 December 2022. Telekom Slovenije grew the number of mobile retail users by 3,662, and IPKO by 62,465. Telekom Slovenije grew the number of fixed retail broadband connections by 4,626.

Achievement of the Telekom Slovenije Group's operational revenue, EBITDA, net profit and investment plan for 2022

in million EUR Achieved in 2022 Planned for 2022 Index 2022 Achieved/
Planned
Operational revenue 659.0 660.6 100
Earnings before interest, tax,
depreciation and amortisation (EBITDA)
216.5 211.2 102
Net profit 37.5 27.9 135
Investment 167.8 203.1 83

Achievement of the Telekom Slovenije Group's operational revenue, EBITDA, net profit and investment plan for 2021

in million EUR Achieved in 2021 Planned for 2021 Index 2021
Achieved/
Planned
Operational revenue 653.6 653.0 100
Earnings before interest, tax,
depreciation and amortisation (EBITDA)
220.8 210.6 105
Net profit 37.9 30.8 123
Investment 208.2* 203.7 102
Investment without purchase of
frequencies
156.1 203.7 77

* The amount for the purchase of frequencies, totalling EUR 52.1 million, was not included in the planned investments for 2021.

1.2. Average employee earnings at Telekom Slovenije

The following clarifies the methodology for calculating the average earnings of employees at Telekom Slovenije, excluding management board members.

The same methodology was used to determine employee earnings as for the disclosure of management board members' remuneration. In addition to salaries and bonuses, earnings include all other employment-related income (e.g., holiday allowance, retirement bonuses, etc.), all benefits and allowances, and expense reimbursements (e.g., commuting expenses, meals, per diems and other business trip-related expenses), as well as all compensations paid both by the company (e.g., holiday pay, public holiday pay, etc.) and by others (e.g., care, escort, blood drive, etc.).

The average earnings were calculated by dividing the total of all employee earnings (excluding Management Board members) by the number of employees in hours worked. The calculation of the number of employees in hours worked considered all hours worked and unworked for which either salary or salary compensation was paid.

The average annual earnings of employees in the company, excluding Management Board members, amounted to a gross of EUR 49.5 thousand in 2024.

The average annual earnings of employees in the company, excluding Management Board members, amounted to a gross of EUR 47.5 thousand in 2023.

The average annual earnings of employees in the company, excluding Management Board members, amounted to a gross of EUR 42.5 thousand in 2022.

The average annual earnings of employees in the company, excluding Management Board members, amounted to a gross of EUR 41.1 thousand in 2021.

2. Remuneration of Telekom Slovenije Supervisory Board Members

The remuneration and its amount for the Supervisory Board members are determined by the company's General Meeting, in accordance with the applicable legislation and taking into account the currently valid Code and the Recommendations and Expectations of the Slovenian Sovereign Holding.

The basis for determining the remuneration of the Supervisory Board members in 2024 was the resolution of the company's General Meeting on the payment to the Supervisory Board members, adopted under item 7 of the agenda on 18 June 2021.

External members of the company's Supervisory Board committees are entitled to payment for performing their function and meeting fees. In 2021, the Supervisory Board determined that the current valid resolution of the company's General Meeting, by which it determines the payment to the Supervisory Board members, shall apply mutatis mutandis to the reimbursement of expenses and meeting fees of an external member of the Supervisory Board committee. An external member of the Supervisory Board committee receives a basic payment for performing their function amounting to 40% of the basic payment received by a Supervisory Board member for performing their function. The company concludes an appropriate contract with each external member of the Supervisory Board committee, which applies from the date of appointment onwards.

2.1 Remuneration of Supervisory Board Members for 2024 – Breakdown

in EUR Meeting
fees
Basic
payment
Committees** Travel
expenses
Liability
insurance
Total
gross*
Shareholders' representatives
Žiga Debeljak (1. 1.-31. 12.),
President of SB
2,915 28,000 2,200 0 87 33,202
Karla Pinter (1. 1.-31. 12.),
Vice President of SB
2,915 22,400 2,200 0 87 27,602
Marko Boštjančič (1. 1.-31. 12.),
Member of SB
2,915 21,000 2,200 4,586 87 30,788
Alenka Čok Pangeršič (1. 1.-31.
12.),
Member of SB
2,915 17,500 2,332 0 87 22,834
Mateja Čuk Orel (1. 1.-31. 12.),
Member of SB
2,915 19,250 1,540 0 87 23,792
Aleksander Igličar (1. 1.-31. 12.),
Member of SB
2,915 19,250 2,332 16 87 24,600
Employee representatives
Drago Kijevčanin (1. 1.-31. 12.),
Vice President of SB
2,915 22,400 3,872 0 87 29,274
Dušan Pišek (1. 1.-31. 12.),
Member of SB
2,915 17,500 660 0 87 21,162
Rok Pleteršek (1. 1.-31. 12.),
Member of SB
2,915 17,500 660 0 87 21,162
Total 26,235 184,800 17,996 4,602 783 234,416

*Total gross represents the sum of income from meeting fees, basic payments for performing functions and committees, including net income (travel expenses) and liability insurance.

**Committees – meeting fees for committees.

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Janez Bešter (1. 1.-31. 12.) 660 5,600 0 6,260
Barbara Gorjup (1. 1.-31. 12.) 2,332 5,600 0 7,932
Marko Hočevar (1. 1.-31. 12.) 2,112 5,600 0 7,712
Total 5,104 16,800 0 21,904

Remuneration of Supervisory Board Members for 2024 – Breakdown

*Total gross represents the sum of the basic salary for performing the function and committee payments.

The Audit Committee of the Telekom Slovenije Supervisory Board also performed the duties of the audit committee in the subsidiaries Soline (until 14 June 2024) and Avtenta in 2024, in accordance with the legislation and the resolution of the Telekom Slovenije Supervisory Board. According to the applicable legislation, both are entities of public interest.

Telekom Slovenije concluded an Agreement on the performance of audit committee tasks with both subsidiaries, which, inter alia, also defines the payment to the members of the audit committee. Accordingly, the members of the Audit Committee of the Telekom Slovenije Supervisory Board received the following payments in 2024 for performing the function of the audit committee in Soline and Avtenta:

Remuneration of Telekom Slovenije Supervisory Board Audit Committee Members for Performing the Function of the Audit Committee in Soline in 2024

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Aleksander Igličar (1.1.-14.06.),
Committee chair
1,100 0 0 1,100
Alenka Čok Pangeršič (1.1.-14.06.),
Committee member
1,100 0 0 1,100
Barbara Gorjup (1.1.-14.06.),
Committee member
1,100 0 0 1,100
Marko Hočevar (1. 1.-14. 06.),
Committee member
880 0 0 880
Drago Kijevčanin (1.1. -14.06.),
Committee member
1,100 0 0 1,100
Total 5,280 0 0 5,280

*Total gross represents the sum of meeting fee payments for the committee.

Remuneration of Telekom Slovenije Supervisory Board Audit Committee Members for performing the function of the Audit Committee in Avtenta in 2024

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Aleksander Igličar (1. 1.-31. 12.),
Committee chair 1,980 0 0 1,980

Alenka Čok Pangeršič (1. 1.-31. 12.),
Committee member
1,980 0 0 1,980
Barbara Gorjup (1. 1.-31. 12.),
Committee member
1,980 0 0 1,980
Marko Hočevar (1. 1.-31. 12.),
Committee member
1,760 0 0 1,760
Drago Kijevčanin (1. 1.-31. 12.),
Committee member
1,980 0 0 1,980
Total 9,680 0 0 9,680

*Total gross represents the sum of meeting fee payments for the committee.

The amounts received by Supervisory Board members and external committee members for performing their function and meeting fees for attended meetings vary between years. The total amount depends on the number and type of meetings convened, the individual's function, and the duration of their term within the year. The amount of payments is capped on an annual basis.

In 2024, the Supervisory Board members undertook training in various areas relevant to the Supervisory Board's operations. The total training costs amounted to EUR 1,533.75.

2.1 Remuneration of Supervisory Board Members for 2023 – Breakdown

in EUR Meeting
fees
Basic
payment
Committees** Travel
expenses
Liability
insurance
Total gross*
Shareholders' representatives
Žiga Debeljak (1. 1.-31. 12.),
President of SB
3,861 28,000 1,980 0 228 34,069
Karla Pinter (1. 1.-31. 12.),
Vice President of SB
3,861 22,400 1,980 0 228 28,469
Marko Boštjančič (1. 1.-31. 12.),
Member of SB
3,861 21,000 1,980 4,616 228 31,685
Alenka Čok Pangeršič (1. 1.-31. 12.),
Member of SB
3,586 17,500 2,948 0 228 24,262
Mateja Čuk Orel (1. 1.-31. 12.),
Member of SB
3,861 19,250 1,540 0 228 24,879
Aleksander Igličar (1. 1.-31. 12.),
Member of SB
3,586 19,250 3,168 0 228 26,232
Employee representatives
Drago Kijevčanin (1. 1.-31. 12.),
Vice President of SB
3,861 22,400 4,488 0 228 30,977
Dušan Pišek (1. 1.-31. 12.),
Member of SB
3,861 17,500 660 0 228 22,249
Rok Pleteršek (1. 1.-31. 12.),
Member of SB
3,861 17,500 660 0 228 22,249
Total 34,199 184,800 19,404 4,616 2,052 245,071

*Total gross represents the sum of income from meeting fees, basic payments for performing functions and committees, including net income (travel expenses) and liability insurance. **Committees – meeting fees for committees.

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Janez Bešter (1. 1.-31. 12.) 660 5,600 0 6,260
Barbara Gorjup (1. 1.-31. 12.) 3,168 5,600 0 8,768
Marko Hočevar (1. 1.-31. 12.) 2,948 5,600 0 8,548
Total 6,776 16,800 0 23,576

Remuneration of Supervisory Board Members for 2023 – Breakdown

Total gross represents the sum of the basic payment for performing the function and committee payments.

In 2023, the Audit Committee of the Telekom Slovenije Supervisory Board also performed the duties of the audit committee in the subsidiaries Soline and Avtenta, in accordance with the legislation and the resolution of the Telekom Slovenije Supervisory Board. According to the applicable legislation, both are entities of public interest.

Telekom Slovenije concluded an Agreement on the performance of audit committee tasks with both subsidiaries, which, inter alia, also defines the payment to the members of the audit committee. Accordingly, the members of the Audit Committee of the Telekom Slovenije Supervisory Board received the following payments in 2023 for performing the function of the audit committee in Soline and Avtenta:

Remuneration of Telekom Slovenije Supervisory Board Audit Committee Members for Performing the Function of the Audit Committee in Soline in 2023

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Aleksander Igličar (1. 1.-31. 12.),
Committee chair
3,080 0 0 3,080
Alenka Čok Pangeršič (1. 1.-31. 12.),
Committee member
2,860 0 0 2,860
Barbara Gorjup (1. 1.-31. 12.),
Committee member
3,080 0 0 3,080
Marko Hočevar (1. 1.-31. 12.),
Committee member
2,860 0 0 2,860
Drago Kijevčanin (1. 1.-31. 12.),
Committee member
3,080 0 0 3,080
Total 14,960 0 0 14,960

*Total gross represents the sum of meeting fee payments for the committee.

Remuneration of Telekom Slovenije Supervisory Board Audit Committee Members for Performing the Function of the Audit Committee in Avtenta in 2023

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Aleksander Igličar (1. 1.-31. 12.),
Committee chair
2,420 0 0 2,420
Alenka Čok Pangeršič (1. 1.-31. 12.),
Committee member
2,200 0 0 2,200
Barbara Gorjup (1. 1.-31. 12.),
Committee member
2,420 0 0 2,420
Marko Hočevar (1. 1.-31. 12.),
Committee member
2,200 0 0 2,200
Drago Kijevčanin (1. 1.-31. 12.),
Committee member
2,420 0 0 2,420
Total 11,660 0 0 11,660

*Total gross represents the sum of meeting fee payments for the committee.

The amounts received by Supervisory Board members and external committee members for performing their function and meeting fees for attended meetings vary between years. The total amount depends on the number and type of meetings convened, the individual's function, and the duration of their term within the year. The amount of payments is capped on an annual basis.

In 2023, the Supervisory Board members undertook training in various areas relevant to the Supervisory Board's operations. The total training costs amounted to EUR 1,525.

2.2 Remuneration of Supervisory Board Members for 2022 – Breakdown

in EUR Meeting
fees
Basic
payment
Committees** Travel
expenses
Liability
insurance
Total gross*
Shareholders' representatives
Žiga Debeljak (9. 9.-31. 12.),
President of SB
2,860 7,865 1,100 0 0 11,825
Iztok Černoša (1.1 .-9. 9.),
President of SB
2,915 16,878 1,540 0 620 21,953
Karla Pinter (1. 1.-31. 12.), Vice
President of SB
5,775 19,940 1,320 0 620 27,655
Marko Boštjančič (9. 9.-31. 12.),
Member of SB
2,860 5,833 1,100 1,731 0 11,524
Alenka Čok Pangeršič (9. 9.-31.
12.), Member of SB
2,860 5,396 660 0 0 8,916
Mateja Čuk Orel (9. 9.-31. 12.),
Member of SB
2,860 5,916 1,100 0 0 9,876

Aleksander Igličar (1. 1.-31. 12.),
Member of SB
5,775 21,000 2,904 0 620 30,299
Radovan Cerjak (1. 1.-9. 9.),
Member of SB
2,915 15,672 1,540 0 620 20,747
Marko Kerin (1. 1.-9. 9.),
Member of SB
2,915 16,644 3,564 0 620 23,743
Jurij Toplak (1. 1.-9. 9.),
Member of SB
2,640 12,056 1,100 0 620 16,416
Employee representatives
Drago Kijevčanin (1. 1.-31. 12.),
Vice President of SB
5,396 22,400 5,104 0 620 33,520
Dušan Pišek (1. 1.-31. 12.),
Member of SB
5,775 19,104 220 0 620 25,719
Rok Pleteršek (2. 6.-31. 12.),
Member of SB
4,180 9,755 220 0 0 14,155
Jana Žižek Kuhar (1. 1.-2. 6.),
Member of SB
1,595 7,340 0 0 620 9,555
Total 51,321 185,799 21,472 1,731 5,580 265,903

*Total gross represents the sum of income from meeting fees, basic payments for performing functions and committees, including net income (travel expenses) and liability insurance.

**Committees – meeting fees for committees.

Remuneration of Supervisory Board Members for 2022 – Breakdown

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Janez Bešter (28. 11.-31. 12.) 0 467 0 467
Barbara Gorjup (1. 1.-31. 12.) 2,684 5,600 0 8,284
Marko Hočevar (1. 3.-31. 12.) 2,464 5,600 0 8,064
Total 5,148 11,667 0 16,815

Total gross represents the sum of the basic payment for performing the function and committee payments.

Remuneration of Telekom Slovenije Supervisory Board Audit Committee Members for Performing the Function of the Audit Committee in Soline in 2022

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Aleksander Igličar (1. 1.-31. 12.),
Committee chair
1,540 0 0 1,540
Alenka Čok Pangeršič (14. 9.-31. 12.),
Committee member
220 0 0 220
Barbara Gorjup (11. 2.-31. 12.),
Committee member
1,540 0 0 1,540
Marko Hočevar (1. 1.-31. 12.),
Committee member
1,320 0 0 1,320
Marko Kerin (1. 1.-9. 9.),
Committee member
1,320 0 0 1,320
Drago Kijevčanin (1. 1.-31. 12.),
Committee member
1,540 0 0 1,540
Total 7,480 0 0 7,480

*Total gross represents the sum of meeting fee payments for the committee.

Remuneration of Telekom Slovenije Supervisory Board Audit Committee Members for Performing the Function of the Audit Committee in Avtenta in 2022

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Aleksander Igličar (1. 1.-31. 12.),
Committee chair
1,540 0 0 1,540
Alenka Čok Pangeršič (14. 9.-31. 12.),
Committee member
440 0 0 440
Barbara Gorjup (11. 2.-31. 12.),
Committee member
1,540 0 0 1,540
Marko Hočevar (1. 1.-31. 12.),
Committee member
1,320 0 0 1,320
Marko Kerin (1. 1.-9. 9.),
Committee member
1,100 0 0 1,100
Drago Kijevčanin (1. 1.-31. 12.),
Committee member
1,540 0 0 1,540
Total 7,480 0 0 7,480

*Total gross represents the sum of meeting fee payments for the committee.

In 2022, the Supervisory Board members undertook training in various areas relevant to the Supervisory Board's operations. The total training costs amounted to EUR 650.00.

2.3 Remuneration of Supervisory Board Members for 2021 – Breakdown

in EUR Meeting
fees
Basic
payment
Committees** Travel
expenses
Liability
insurance
Total
gross*
Shareholders' representatives
Iztok Černoša (22. 1.-31. 12.),
President of SB
5,500 23,328 2,420 0 689 31,937
Karla Pinter (18. 6.-31. 12.),
Vice President of SB
2,420 10,094 660 28 0 13,202
Radovan Cerjak (22. 1.-31. 12.),
Member of SB
5,280 19,626 1,980 0 689 27,575
Aleksander Igličar (22. 1.-31. 12.),
Member of SB
5,500 19,626 4,004 28 689 29,847
Marko Kerin (22. 1.-31. 12.),
Member of SB
4,675 19,626 4,950 124 689 30,064
Jurij Toplak (18. 6.-31. 12.),
Member of SB
2,420 9,343 660 383 0 12,806
Štefan Belingar (1. 1.-21. 1.),
Member of SB
275 1,482 220 0 0 1,977
Barbara Gorjup (1. 1.-27. 4.),
Member of SB
2,805 7,394 1,672 0 689 12,560
Boštjan Koler (1. 1.-21. 1.),
President of SB
275 1,778 220 0 0 2,273

Barbara Kürner Čad (1. 1.-27. 4.),
Vice President of SB
2,805 8,318 1,540 0 689 13,352
Dimitrij Marjanović (1. 1.-21. 1.),
Member of SB
275 1,185 0 0 0 1,460
Igor Rozman (1. 1.-21. 1.),
Member of SB
275 1,185 0 0 0 1,460
Employee representatives
Drago Kijevčanin (1. 1.-31. 12.),
Vice President of SB
5,396 22,400 5,104 0 689 33,589
Dušan Pišek (1. 1.-31. 12.),
Member of SB
5,775 18,813 660 0 689 25,937
Jana Žižek Kuhar (1. 1.-31. 12.),
Member of SB
5,500 17,500 660 0 689 24,349
Total 49,176 181,698 24,750 563 6,201 262,388

*Total gross represents the sum of income from meeting fees, basic payments for performing functions and committees, including net income (travel expenses) and liability insurance.

**Committees – meeting fees for committees.

Remuneration of Supervisory Board Members for 2021 – Breakdown

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Barbara Gorjup (22. 6.-31. 12.) 1,672 3,442 0 5,114
Marko Hočevar (11. 2.-31. 12.) 3,124 5,975 0 9,099
Melita Malgaj (1. 1.-6. 4.) 660 1,867 0 2,527
Barbara Nose (1. 1.-11. 2.) 220 1,219 0 1,439
Gregor Rajšp (1. 1.-6. 4.) 660 1,867 0 2,527
Alenka Stanič (1. 1.-6. 4.) 660 1,867 0 2,527
Total 6,996 16,237 0 23,233

*Total gross represents the sum of the basic salary for performing the function and committee payments.

Remuneration of Telekom Slovenije Supervisory Board Audit Committee Members for Performing the Function of the Audit Committee in Soline in 2021

in EUR Meeting
fees
Basic
payment
Travel
expenses
Total
gross*
Aleksander Igličar (24. 5.-31. 12.),
Committee chair
220 0 0 220
Barbara Gorjup (24. 5.-31. 12.),
Committee member
220 0 0 220
Marko Hočevar (24. 5.-31. 12.),
Committee member
220 0 0 220
Marko Kerin (24. 5.-31. 12.),
Committee member
220 0 0 220
Drago Kijevčanin (24. 5.-31. 12.),
Committee member
220 0 0 220
Total 1,100 0 0 1,100

**Total gross represents the sum of meeting fee payments for the committee.

In 2021, the Supervisory Board members undertook training in various areas relevant to the Supervisory Board's operations. The total training costs amounted to EUR 2,329.65.

3. Remuneration of Telekom Slovenije Management Board Members for 2024

The following outlines the remuneration of the Telekom Slovenije Management Board members, including all benefits. Management Board members are not entitled to profit sharing or share options.

Management Board members did not receive any income from profit sharing or share options in 2024, 2023, 2022, and 2021.

The variable remuneration system is linked to the fulfilment of the plans and strategy of Telekom Slovenije and the Telekom Slovenije Group, which further contributes to the long-term success of the company and the Group.

The basic monthly salary of Management Board members is determined in accordance with the ZPPOGD and the Remuneration Policy, which is also adopted with the aim of encouraging the development and implementation of the business strategy and the long-term development and sustainability of the company.

Other rights of Management Board members are determined in accordance with the ZPPOGD and the Remuneration Policy.

Full name Basic
payment
Variable
remuneration*
Other
personal
income
Reimbursement
of expenses
Holiday
allowance
Insurance
premiums
Benefits PDPZ Total
gross**
Boštjan Košak
(1.1.-31.12.),
President of the
Management
Board
184,882 2,343 0 2,036 2,427 87 4,283 2,904 198,962
Boštjan Škufca
Zaveršek
(1.1.-31.12.),
Vice President of
the Management
Board
175,221 2,343 0 1,685 2,427 87 0 2,904 184,667
Špela Fortin
(1.1.-31.12.),
Management
Board Member –
Workers Director
165,844 26,355 0 1,986 2,427 575 3,459 2,904 203,550
Irma Gubanec
(1.1.-31.12.),
Management
Board Member
160,553 2,343 0 2,891 2,427 575 64 2,904 171,757

3.1 Overview of Management Board Members' remuneration for 2024

Vesna Prodnik
(1.1.-31.12.),
Management
Board Member
166,399 2,343 0 2,823 2,427 575 5,215 2,904 182,686
Total 852,899 35,727 0 11,421 12,135 1,899 13,021 14,520 941,622

*Variable remuneration represents a part of the performance-based payment for 2024 (Christmas bonus, which was paid out in the same amount as to other company employees). Management Board member Špela Fortin also received variable remuneration for 2020 and for 2021.

**Total gross represents the sum of all types of labour costs, including net income (reimbursement of expenses), insurance premiums, benefits and supplementary pension insurance (voluntary supplementary pension insurance).

In accordance with the provisions of Articles 514 and 514a of the Companies Act, a supervisory board and an audit committee were established in the subsidiary GVO.

As the president of the GVO Supervisory Board for the period January 2024 – December 2024, the Management Board member of the company received the following remuneration:

in EUR Meeting
fees
Basic
payment
Liability
insurance
Total
gross*
Vesna Prodnik (1. 1.-31. 12.) 935 5,085 9 6,029
Total 935 5,085 9 6,029

*Total gross represents the sum of income from meeting fees, basic payments for performing functions and liability insurance.

3.2 Overview of Management Board Members' Remuneration for 2023

Full name Basic
payment
Variable
remuneration
Other
personal
income
Reimbursement
of expenses
Holiday
allowance
Insurance
premiums
Benefits PDPZ Total
gross*
Boštjan Košak
(1. 1.-31. 12.),
President of the
Management
Board
172,531 0 0 1,818 2,159 288 5,906 2,904 185,606
Boštjan Škufca
Zaveršek
(1. 1.-31. 12.),
Vice President of
the Management
Board
163,906 0 0 1,845 2,159 228 0 2,904 171,042
Špela Fortin
(1. 1.-31. 12.),
Management
Board Member –
Workers Director
154,683 0 0 1,755 2,159 776 6,510 2,904 168,787
Irma Gubanec
(1. 1.-31. 12.),
Management
Board Member
155,271 0 0 2,919 2,159 771 0 2,904 164,024
Vesna Prodnik
(1. 1.-31. 12.),
Management
Board Member
155,271 0 0 2,934 2,159 776 6,438 2,904 170,482
Mitja Štular
(1. 1.-13. 5.)**
54,380 0 0 0 720 33 3,563 1,210 59,906
o
Total 856,042 0 0 11,271 11,515 2,872 22,417 15,730 919,847
------- --------- --- --- -------- -------- ------- -------- -- ----------------

**Total gross represents the sum of all types of labour costs, including net income (reimbursement of expenses), insurance premiums, benefits and supplementary pension insurance (voluntary supplementary pension insurance). ** Remuneration during the notice period, when they no longer held the function of Management Board member.

In accordance with the provisions of Articles 514 and 514a of the Companies Act, a supervisory board and an audit committee were established in the subsidiary GVO.

As the president of the GVO Supervisory Board for the period January 2023 – December 2023, the Management Board member of the company received the following remuneration:

in EUR Meeting
fees
Basic
payment
Committees Total
gross
Vesna Prodnik (1. 1.-31. 12.) 1,073 5,085 0 6,158
Total 1,073 5,085 0 6,158

3.3 Overview of Management Board Members' Remuneration for 2022

in EUR Basic
payment
Variable
remuneration*
Other
personal
income***
Reimbursement
of expenses
Holiday
allowance
Insurance
premiums
Benefits PDPZ Total
gross**
Boštjan Košak
(4. 10.-31. 12.),
President of the
Management
Board
40,228 0 0 664 502 10 1,898 726 44,028
Boštjan Škufca
Zaveršek (14.
11.-31. 12.),
Vice President of
the Management
Board
20,591 0 0 266 331 0 591 484 22,263
Špela Fortin (1.
1.-31. 12.),
Management
Board Member –
Workers Director
145,686 18,321 0 1,541 1,924 1,013 6,387 2,904 177,776
Irma Gubanec
(12. 10.-31. 12.),
Management
Board Member
32,699 0 0 675 502 81 0 726 34,683
Vesna Prodnik
(14. 11.-31. 12.),
Management
Board Member
19,508 0 0 271 331 81 1,202 484 21,877
Barbara Galičič
Drakslar (1. 1.-
11. 10.),
Management
Board Member
114,251 11,913 80,582 1,171 1,443 790 5,414 2,420 217,984
Tomaž Jontes
(1. 1.-1. 9.),
Vice President of
the Management
Board
103,933 41,123 689 823 1,283 871 5,579 2,178 156,479
Cvetko Sršen (1.
1.-3. 10.),
123,058 14,107 83,048 1,303 1,443 465 5,695 2,420 231,539

President of the
Management
Board
Mitja Štular (1.
1.-31. 12.),
Management
Board
Member****
146,148 12,753 0 1,127 1,924 544 6,790 2,904 172,190
Tomaž Seljak
(for the years
2020 and 2021),
President of the
Management
Board
0 10,264 0 0 0 0 0 0 10,264
Matjaž Beričič
(for the years
2020 and 2021),
Management
Board Member
0 5,061 0 0 0 0 0 0 5,061
Vida Žurga (for
2020),
Vice President of
the Management
Board
0 2,939 0 0 0 0 0 0 2,939
Ranko Jelača
(for the year
2020),
Management
Board Member
0 718 0 0 0 0 0 0 718
Total 746,102 117,199 164,319 7,841 9,683 3,855 33,556 15,24
6
1,097,80
1

*Variable remuneration represents part of the performance-based payment for 2019, 2020 and 2021.

**Total gross represents the sum of all types of labour costs, including net income (reimbursement of expenses), insurance premiums, benefits and supplementary pension insurance (voluntary supplementary pension insurance).

***Other personal income represents the payment of a jubilee reward, severance pay, etc.

****The income also includes the period from 14 November 2022 to 31 December 2022 for the notice period, when they no longer held the function of a Management Board member.

As presidents of the GVO Supervisory Board for the period January 2022 – December 2022, the Management Board members of the company received the following remuneration:

in EUR Meeting
fees
Basic
payment
Committees Total gross
Vesna Prodnik (9. 11.-31. 12.) 138 563 0 701
Mitja Štular (1. 1.-9. 11.) 660 4,365 0 5,025
Total 798 4,928 0 5,726

3.4 Overview of Management Board Members' Remuneration for 2021

in EUR Basic
payment
Variable
remuneration*
Other
personal
income***
Reimbursement
of expenses
Holiday
allowance
Insurance
premiums
Benefits PDPZ Total
gross**
Cvetko Sršen
(10. 3.-31. 12.),
President of the
Management
Board
130,223 0 0 1,470 1,216 0 7,734 2,349 142,992
Tomaž Jontes,
(22. 3.–31. 12.)
Vice president of
the Management
Board;
(1. 1.-21. 3.)
Management
Board member
152,840 6,160 0 1,285 1,621 1,005 9,588 2,819 175,318
Mitja Štular (10.
3.-31. 12.),
Management
Board Member
117,717 0 689 1,088 1,312 59 2,551 2,278 125,694
Barbara Galičič
Drakslar (31. 3.-
31. 12.),
Management
Board Member
109,970 0 0 1,379 1,197 366 5,010 2,114 120,036
Špela Fortin (1.
1.-31. 12.),
Management
Board Member –
Workers Director
133,707 8,284 0 1,316 1,621 1,005 7,783 2,819 156,535
Tomaž Seljak (1.
1.-10. 3.),
President of the
Management
Board
30,987 53,655 0 282 314 639 1,670 552 88,099
Vida Žurga (1.
1.-10. 3.),
Vice President of
the Management
Board
0 30,787 0 0 314 639 2,558 552 34,850
Matjaž Beričič
(1. 1.-10. 3.),
Management
Board Member
30,521 11,700 0 275 314 639 1,067 552 45,068
Ranko Jelača
(for the year
2020),
Management
Board Member
0 4,786 0 0 0 0 0 0 4,786
Total 705,965 115,372 689 7,095 7,909 4,352 37,961 14,035 893,378

*Variable remuneration represents part of the performance-based payment for 2018, 2019 and 2020.

**Total gross represents the sum of all types of labour costs, including net income (reimbursement of expenses), insurance premiums, benefits and supplementary pension insurance (voluntary supplementary pension insurance).

***Other personal income represents the payment of a jubilee reward.

Management Board members whose term of office ended prematurely in 2021 were not granted or allocated any financial benefits, services or provisions, as they remained employed by the company.

As the president of the GVO Supervisory Board for the January 2021 – December 2021 period, the Management Board member of the company received the following remuneration:

in EUR Meeting fees Basic
payment
Committees Total gross
Mitja Štular (28. 5.-31. 12.) 550 2,966 0 3,516
Total 550 2,966 0 3,516

3.5 Basic monthly Salary of Management Board Members

With effect from 1 May 2021, the company's Supervisory Board set the basic monthly salary of the President of the Management Board at five times the average monthly salary of employees in TSG companies based in the Republic of Slovenia. The basic monthly salary of the Vice President of the Management Board was set at 95% of the basic monthly salary of the President of the Management Board, and the basic monthly salary of other Management Board members at 90% of the basic monthly salary of the President of the Management Board. Prior to this, the basic monthly salary of all Management Board members was set at five times the average monthly salary of employees in TSG companies, with the exception of the workers director, whose monthly salary was set at 70% of the basic monthly salary of the Management Board President.

3.6 Variable remuneration of Management Board Members

The Supervisory Board annually determines the targets and criteria for calculating the variable remuneration of the company's Management Board, in accordance with the provisions of the ZPPOGD and the employment contracts of the Management Board members.

The targets of the Management Board members consist of quantitative and qualitative, as well as financial and nonfinancial objectives, which are defined for monitoring the performance of the Management Board. The Management Board's targets are focused on the long-term business success of the company and the group (e.g., Telekom Slovenije EBITDA, number of Telekom Slovenije users, network expansion and modernisation, etc.). The calculation methodology is determined by the Supervisory Board, taking into account the ratio between achieved and planned categories in the business year, after the end of the business year and the audit of the financial statements. The variable remuneration is determined annually by a resolution of the company's Supervisory Board, taking into account the provisions of the individual Management Board members' employment contracts and the ZPPOGD. The amount of variable remuneration depends on the achievement of the targets set out in the employment contract, the amount of the basic income and the term of office of the Management Board member, but it is capped at 3.6 times the average basic monthly salary of a Management Board member in the year for which the variable remuneration is determined.

The variable remuneration for 2024 has not yet been determined. However, the Christmas bonus for 2024 was paid to all Management Board members in the same amount as to other employees of the Company.

The variable remuneration for 2023 was not paid to the Management Board members. This was because the company received aid to mitigate high electricity prices in accordance with the Act on Aid to the Economy to Mitigate the Consequences of the Energy Crisis (ZPGOPEK). ZPGOPEK stipulates that a beneficiary who has claimed aid under ZPGOPEK must, in the event of the payment of a bonus to management in 2023 or for 2023, return the aid received in full.

In accordance with the resolution of the Telekom Slovenije Supervisory Board, the Management Board members were not entitled to variable remuneration for 2022.

3.6.1 Payment of variable remuneration

The following shows the payments of variable remuneration to Management Board members, with a more detailed disclosure of the period for which the remuneration was paid. All data are in gross amounts, stated in euros.

Payment of variable remuneration for the period January 2024 – December 2024

in EUR Variable
remuneration
Of which for the
year 2020
Of which for
the year
Of which for the
year 2024
Boštjan Košak 2,343 0 2021
0
2,343
Boštjan Škufca Zaveršek 2,343 0 0 2,343
Špela Fortin 26,355 9,527 14,485 2,343
Irma Gubanec 2,343 0 0 2,343
Vesna Prodnik 2,343 0 0 2,343

Payment of variable remuneration for the period January 2022 – December 2022

in EUR Variable
remuneration
Of which for the
year 2019
Of which for the
year 2020
Of which for the
year 2021
Špela Fortin 18,321 2,593 1,243 14,485
Barbara Galičič Drakslar 11,913 0 0 11,913
Tomaž Jontes 41,123 0 8,008 33,115
Cvetko Sršen 14,107 0 0 14,107
Mitja Štular 12,753 0 0 12,753
Tomaž Seljak 10,264 0 3,550 6,714
Matjaž Beričič 5,061 0 1,755 3,306
Vida Žurga 2,939 0 2,939 0
Ranko Jelača 718 0 718 0

The variable remuneration for 2021 was determined by a decision of the company's Supervisory Board at 2.6 times the salary, taking into account the period of service as a Management Board member.

Payment of variable remuneration for the period January 2021 – December 2021

in EUR Variable
remuneration
Of which for the
year 2018
Of which for the
year 2019
Of which for the
year 2020
Tomaž Seljak 53,655 17,610 12,378 23,667
Vida Žurga 30,787 0 11,195 19,592
Matjaž Beričič 11,700 0 0 11,700
Tomaž Jontes 6,160 0 0 6,160
Špela Fortin 8,284 0 0 8,284
Ranko Jelača 4,786 0 0 4,786

3.6.2 Deferred payment of variable remuneration for Management Board Members

In accordance with the ZPPOGD and individual resolutions of the company's Supervisory Board, the payment of 50% of the variable remuneration is deferred for a period of two years. Accordingly, there were no deferred payments of variable remuneration as at 31 December 2024.

The employment contracts with the Management Board members also stipulate the possibility of reclaiming variable remuneration already paid out in cases defined by the relevant legislation. In 2024, 2023, 2022 and 2021, there was no need or basis for the company to exercise the option of demanding the return of paid variable remuneration from Management Board members.

3.7 Other rights of Management Board Members

In 2024, the other rights of the Management Board members were amended in accordance with the Remuneration Policy. As of 1 March 2024, the employment contracts of Management Board members Boštjan Košak, Boštjan Škufca Zaveršek, MSc, Irma Gubanec, MSc, Vesna Prodnik, MSc and Špela Fortin stipulated other rights and benefits to the following extent:

    1. holiday allowance under the terms and in the amount applicable to other company employees,
    1. jubilee reward under the terms and in the amount applicable to other company employees,
    1. retirement severance pay under the terms and in the amount of the Employment Relationships Act (ZDR-1),
    1. reimbursement of expenses necessary for or related to the performance of the function, under the terms and in the amount applicable to other company employees (e.g., reimbursement of meal expenses during work, daily allowances for business trips, reimbursement of accommodation costs).
    1. salary compensation, under the terms and in the amount applicable to other company employees.
    1. use of a laptop and/or tablet also for private purposes.
    1. use of a mobile phone also for private purposes, including the right to payment of the subscription or usage costs for calls or data transfer, and the use of a fixed-line connection at the place of residence also for private purposes,
    1. reimbursement of all costs related to further education and training that is related to the more effective performance of the function of the chairman of the Management Board, up to a gross amount of EUR 10,000.00 per year, with the President of the Management Board having the right to salary compensation for absence on this basis if the absence lasts up to and including 10 days per year; in justified business cases, the right may also be granted in a higher amount or for a greater number of days, on which the Supervisory Board decides with a resolution in specific cases at the proposal of the management body.
    1. use of a company car also for private purposes up to the retail price of the vehicle with VAT of EUR 65,000.00 or up to EUR 85,000.00 if it is a more environmentally friendly vehicle; if the company car is used only for business purposes, the President of the Management Board is entitled to reimbursement of commuting expenses to and from work to the same extent as applicable to other company employees; whereby the replacement of a company car that is also used for private purposes should not occur sooner than three years or until at least 150,000 kilometres have been driven, and before that only in particularly justified cases and with the consent of the Supervisory Board.
    1. annual preventive managerial health check-up, every year, whereby the value of an individual check-up may not exceed EUR 1,500.00.
    1. payment of insurance premiums, namely collective supplementary pension insurance, accident insurance and supplementary health insurance, whereby the total value of all premiums annually may not exceed 50 percent of the monthly gross basic salary, and liability insurance in accordance with the annual contract with the insurance company under the same conditions as applicable to the current Supervisory Board members and members of the management and supervisory bodies in the Telekom Slovenije Group companies.
    1. use of a company payment card, which is used exclusively for business purposes to pay for business expenses, including entertainment, in accordance with the business financial plan and ensuring traceability of spending.
    1. reimbursement of membership fees in professional organisations that are related to the performance of the function of the President of the Management Board, up to a maximum of EUR 1,500.00 per year.
    1. separation allowance, in cases and in the amount applicable to other company employees.

Prior to the amendment, i.e., from 1 January 2024 to 29 February 2024, the other rights of the Management Board members were as follows:

    1. holiday allowance at the same rate as other company employees,
    1. long-service award at the same rate as other company employees,
    1. retirement severance pay as applicable to other company employees,
    1. reimbursement of necessary expenses related to the performance of duties, as applicable to other company employees (e.g., daily allowances for business trips, reimbursement of accommodation costs),
    1. reimbursement of entertainment expenses in accordance with the business financial plan and with expenditure tracking,
    1. salary compensation as applicable to other company employees,
    1. use of a laptop for private purposes,
    1. use of a fixed-line connection at the place of residence, as well as a mobile phone, tablet, and mobile services for private purposes,
    1. education and training in areas relevant to the quality and efficiency of the Management Board member's tasks, up to a gross amount of EUR 10,000 per year, with the right to salary compensation for absence due to this, if the absence lasts up to and including 10 days per year; in justified business cases, a higher amount or a greater number of days may also be granted, on which the Supervisory Board decides in specific cases at the proposal of the management body,
    1. use of a company car for business and private purposes up to a retail price with VAT of EUR 60,000, or EUR 70,000 for a more environmentally friendly personal vehicle; if the company car is used only for business purposes, the Management Board member is entitled to reimbursement of commuting expenses to and from work to the same extent as applicable to other company employees; whereby the replacement of a company car that is also used for private purposes should not occur sooner than three years or until at least 150,000 kilometres have been driven, and before that only in particularly justified cases and with the consent of the Supervisory Board,
    1. annual preventive managerial health check-up up to the amount of EUR 1,500.
    1. payment of premiums for various insurances (e.g., supplementary pension insurance, collective accident insurance, personal insurance) up to the amount of the monthly basic salary based on the employment contract, in proportion to the duration of the Management Board member's employment in the respective calendar year, and liability insurance in accordance with the annual contract with the insurance company under the same conditions as applicable to the current Supervisory Board members and members of the management and supervisory bodies in the Telekom Slovenije Group companies,
    1. use of a company payment card, which is used exclusively for business purposes to pay for business expenses, including entertainment, in accordance with the business financial plan and ensuring traceability of spending,
    1. payment of legal protection in the event of lawsuits or filed complaints in various legal proceedings by third parties (but not the company itself) in matters related to the performance of the function in the company,
    1. reimbursement of membership fees in professional organisations, up to EUR 1,500 per year,
    1. separation allowance, in accordance with the Decree.

President of the Management Board: President of the Supervisory Board: Boštjan Košak Žiga Debeljak, MSc

Appendix: Auditor's Report

-

Material for item 6 of the agenda:

VOTING ON A NEW SUPERVISORY BOARD MEMBER

The Telekom Slovenije d.d. Supervisory Board proposes that the General Meeting adopts the following

resolution:

6.1. The General Meeting elects Karla Pinter, MSc as the shareholder representative in the Supervisory Board for a four-year term starting on 19 June 2025.

Argumentation:

Based on article 26 of Articles of Association of Telekom Slovenije, d.d., the Supervisory Board has nine members, six of which represent the shareholders. At its 33rd meeting on 18 June 2021, the General Meeting elected Karla Pinter, Master of Laws, as a Supervisory Board member representing shareholders. Her four-year term commenced on 18 June 2021 and shall expire on 18 June 2025. Therefore, it is necessary to elect one Supervisory Board member representing shareholders.

The Supervisory Board authorised the Personnel Committee of the Telekom Slovenije, d.d., Supervisory Board to carry out the nomination and evaluation process for candidates for Supervisory Board member.

Following the completed procedures, the Supervisory Board proposes to the shareholders' meeting of Telekom Slovenije, d.d., that Karla Pinter, MSc, be elected as a Supervisory Board member representing shareholder for a four-year term commencing on 18 June 2025.

Karla Pinter, MSc, is an experienced legal professional who has worked for many years in key areas of economic policy and legislation. She currently holds the position of Director-General of the Internal Market Directorate at the Ministry of Economic Development, Tourism and Sport.

She holds a Master of Laws degree, has passed the state bar exam, and holds a Slovenian Directors' Association Certificate. Her key competencies include organisational leadership, negotiation skills, and strategic planning, which she successfully applies in guiding and developing the organisations in which she works.

She commenced her first four-year term on the Supervisory Board of Telekom Slovenije, d.d., on 18 June 2021. During her term, she also served as the Vice President of the Supervisory Board.

President of the Supervisory Board: Žiga Debeljak, MSc

Material for item 7 of the agenda:

APPOINTMENT OF AN AUDITOR FOR THE SUSTAINABILITY REPORT FOR THE FINANCIAL YEAR 2025

The Telekom Slovenije d.d. Supervisory Board proposes that the General Meeting adopts the following

resolution:

7.1 The General Meeting appoints the auditor DELOITTE REVIZIJA d.o.o. to provide assurance on the sustainability report for the financial year 2025.

Argumentation:

Pursuant to Article 281 of the Companies Act (ZGD-1) and in accordance with the Auditing Act, the Supervisory Board proposes to the General Meeting that the proposed auditor be appointed to provide assurance on the sustainability report for the financial year 2025. The proposal of the Supervisory Board, in accordance with the fourth paragraph of Article 281 of the Companies Act, is based on the proposal of the Audit Committee.

The auditor DELOITTE REVIZIJA d.o.o., Dunajska cesta 165, 1000 Ljubljana, is the current auditor of the financial statements of the Telekom Slovenije Group and Telekom Slovenije, d.d., for the period 2023–2025. By appointing the current auditor of the Annual Report to provide assurance on the sustainability report for the financial year 2025, the duration of the appointment will be aligned with the validity of the contract relating to the auditing of the financial statements of the Telekom Slovenije Group and Telekom Slovenije, d.d.

President of the Supervisory Board Žiga Debeljak, MSc

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