Telekom Slovenije

AGM Information • Jun 19, 2024

Notification on the resolutions of the 38th General Meeting of Shareholders of Telekom Slovenije, d.d.

Pursuant to the provisions of the Rules of the Ljubljana Stock Exchange and the valid legislation, Telekom Slovenije, d.d., Cigaletova ulica 15, Ljubljana, hereby publishes the resolutions of the 38th General Meeting of Shareholders of Telekom Slovenije, d.d., which took place on 17 June 2024.

At the start of the General Meeting of Shareholders, a total of 5,144,074 voting shares were represented, which is 79,16% of the 6,498,177 voting shares, and 78,71% share of the company's share capital. After voting on item two of the agenda, the participation increased, so that the participatory shareholders who hold a total of 5,147,724 shares, which represents 79,22% of voting shares, were present.

As on the date of the General Meeting of Shareholders the company owned 37,301 non-voting shares.

I. ADOPTED RESOLUTIONS

The resolutions adopted at the General Meeting of Shareholders under individual agenda items are as follows:

1. Opening of the General Meeting of Shareholders and the establishment of quorum

(no vote was taken under this item)

2. Appointment of the General Meeting of Shareholders' bodies

Resolution:

2.1 The attorney-at-law Stojan Zdolšek is hereby appointed chair of the General Meeting of Shareholders, while a representative of Ixtlan Forum d.o.o. is hereby appointed as vote-counter. The General Meeting of Shareholders is hereby informed of the presence of the notary Bojan Podgoršek at the General Meeting of Shareholders.

Results of the vote:

• number of submitted votes: 5,143,607, which represents 78.703% share of share capital,
• number of PRO votes: 5,140,787, which represents 99.945% share of cast votes,
• number of CONTRA votes: 2,820,
• number of SUSTAINED votes: 467.
• 3. Presentation of the Annual Report for 2023 and Report of the Supervisory Board on the results of the review of the Annual Report for the 2023 financial year

(no vote was taken under this item)

4. Proposal for the use of distributable profit for the 2023 financial year and proposal on granting discharge to the Management Board and Supervisory Board for the 2023 financial year

The proposal of the resolution by the Management Board and the Supervisory Board of Telekom Slovenije, d.d.:

4.1 The distributable profit of Telekom Slovenije, d.d. as at 31 December 2023 amounts to EUR 66,507,561.11 and comprises net profit for 2023 in the amount of EUR 23,863,902.71 and retained earnings from previous years in the amount of EUR 46,627,849.39, reduced by non-current deferred development costs in the amount of EUR 3,984,190.99.

A portion of distributable profit, comprising retained earnings up to and including 2022, was or will be used by Telekom Slovenije, d.d. for the payment of dividends in the amount of EUR 40,291,580.40 in accordance with the resolution of the Company's General Meeting of Shareholders held on 7 February 2024.

The remainder of distributable profit in the amount of EUR 26,215,980.71 EUR shall be used as follows:

• EUR 23,863,902.71, representing net profit for 2023, shall be allocated to other profit reserves; and
• the remainder in the amount of EUR 2,352,078.00 and representing retained earnings from previous years shall remain unallocated as retained earnings. A decision regarding the use of the aforementioned amount shall be made in the coming financial years.

Results of the vote:

• number of submitted votes: 5,147,054, which represents 78.756% share of share capital,
• number of PRO votes: 5,040,911, which represents 97.938% share of cast votes,
• number of CONTRA votes: 106,143,
• number of SUSTAINED votes: 670.

Resolution:

4.2 The General Meeting of Shareholders hereby grants discharge to the members of the Management Board for the 2023 financial year.

Results of the vote:

• number of submitted votes: 5,147,074, which represents 78.756% share of share capital,
• number of PRO votes: 5,146,536, which represents 99.990% share of cast votes,
• number of CONTRA votes: 538,
• number of SUSTAINED votes: 650.

Resolution:

4.3 The General Meeting of Shareholders hereby grants discharge to the members of the Supervisory Board for the 2023 financial year.

Results of the vote:

• number of submitted votes: 5,147,257, which represents 78.759% share of share capital,
• number of PRO votes: 5,146,537, which represents 99.986% share of cast votes,
• number of CONTRA votes: 720,
• number of SUSTAINED votes: 467.

5. Report on the remuneration of members of Telekom Slovenije, d.d.'s Management Board and Supervisory Board for 2023

Resolution:

5.1 The General Meeting of Shareholders has been briefed on and has approved the Report on the remuneration of members of Telekom Slovenije, d.d.'s Management Board and Supervisory Board for 2023.

Results of the vote:

• number of submitted votes: 5,147,207, which represents 78.758% share of share capital,
• number of PRO votes: 5,146,668, which represents 99.990% share of cast votes,
• number of CONTRA votes: 539,
• number of SUSTAINED votes: 517.

6. Election of Supervisory Board member

Resolution:

6.1 The General Meeting of Shareholders hereby elects Aleksander Igličar, MSc, to serve a four-year term of office as a member of the Supervisory Board and shareholder representative, beginning on 22 January 2025.

Results of the vote:

• number of submitted votes: 5,147,256, which represents 78.759% share of share capital,
• number of PRO votes: 5,146,520, which represents 99.986% share of cast votes,
• number of CONTRA votes: 736,
• number of SUSTAINED votes: 468.

II. COUNTERPROPOSALS

On 14 May 2024 the company received the counterproposal from the Association of Small Shareholders of Slovenia (hereinafter: Društvo MDS) to the proposed resolution under item 4.1 of the agenda of the 38th General Meeting od Shareholders. The shareholder proposed that the distributable profit in the amount of EUR 2,352,078.00 goes towards dividends.

On 14 May 2024 the company also received a counterproposal from the PanSlovenian Stakeolders' Association (hereinafter: VZMD) to item 4.1 of the 38th General Meeting of Shareholders. The shareholder proposed that the distributable profit in the amount of EUR 25,994,568.00, i.e., EUR 4.00 per share, goes towards dividends.

Both counterproposals of shareholders Društvo MDS and VZMD proposed of that the dividends are distributed to shareholders or other entitled parties along with dividends, based on the decision of the 37th General Meeting of the Shareholders dated 7 February 2024, or that the dividend payments be combined this year, whereby the cut-off and payment day for dividends on the basis of the 38th General Meeting of Shareholders would thus be the same as the cut-off (22 August 2024) and payment day (23 August 2024) for dividends on the basis of the 37th General Meeting of Shareholders.

Since the original proposal of the Management Board and the Supervisory Board was voted under item 4 of the agenda, the Assembly did not vote on the counter-proposals of the Društvo MDS and VZMD.

III. ANNOUNCED CHALLENGING ACTIONS

The shareholders did not announce any challenging actions.

IV. OTHER

The following five largest shareholders with voting rights were present or represented at the General Meeting:

Name and address	Number of shares	Percentage of voting rights
Republic of Slovenia, Gregorčičeva ulica 20, Ljubljana	4,087,569	62.90%
Kapitalska družba, d.d., Dunajska cesta 119, Ljubljana	365,175	5.62%
Slovenian Sovereign Holding, d.d., Mala ulica 5, Ljubljana	277,839	4.28%
ERSTE GROUP BANK AG - PBZ CROATIA OSIGURANJE, AM BELVEDERE, 1100 WIEN	173.498	2.67%
CITIBANK N.A.- Fiduciary account, CITIBANK CENTRE, CANADA SQUARE, CANARY WHARF E145LB, London	102,149	1.57%
Total:	5,006,230	77.04 %