Pre-Annual General Meeting Information • May 15, 2024
Pre-Annual General Meeting Information
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Pursuant to the provisions of Article 36 of Telekom Slovenije, d.d.'s Articles of Association, the Management Board of Telekom Slovenije, d.d., with its headquarters at Cigaletova ulica 15 in Ljubljana, hereby convenes
This item on the agenda shall not be subject to voting.
Proposed 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.
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
Proposed resolution:
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:
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.
Proposed 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.
The resolution under item 2 is proposed by the Management Board, the resolutions under items 4 and 5 are proposed by the Management Board and Supervisory Board, while the resolution under item 6 is proposed by the Supervisory Board.
The complete materials for the General Meeting of Shareholders shall be available to shareholders from the day the convening of the General Meeting of Shareholders is published on the website of the Agency of the Republic of Slovenia for Public Legal Records and Related Services (www.ajpes.si) until the day the General Meeting of Shareholders is held, inclusive at the Company's headquarters: Cigaletova ulica 15, Ljubljana, at the Information Office every business day from 9.00 am to 11.00 am.
The convening of the General Meeting of Shareholders and all materials, including the agenda and proposed resolutions, shall also be published on the Company's website at https://www.telekom.si/en/about-us/investorrelations/shareholder-s-meetings and on the stock exchange's electronic notification system at http://seonet.ljse.si.
Shareholders whose joint holding amounts to one-twentieth of share capital may request in writing that an additional item be added to the agenda within seven days of publication of the convening of the General Meeting of Shareholders. A written request shall include the proposed resolution to be decided upon by the General Meeting of Shareholders, or an explanation of the agenda item if the General Meeting of Shareholders will not pass a resolution on the agenda item in question. In accordance with the third paragraph of Article 298 of the Companies Act (ZGD-1), the Company's Management Board shall publish those additional agenda items requested by shareholders that are received within seven days following the convening of the General Meeting of Shareholders. Shareholders may also send requests for additional items on the agenda by email to [email protected] in scanned form as an attachment.
Shareholders may submit proposed resolutions to any item on the agenda in writing in accordance with the first paragraph of Articles 300 and 301 of the ZGD-1. The Company's Management Board shall publish proposals that fulfil the following conditions in the same manner that it published the convening of the General Meeting:
Notwithstanding the above, shareholders shall not be required to provide an explanation for an election nomination in accordance with Article 301 of the ZGD-1.
Shareholders' proposals shall only be published and communicated in the manner set out in Article 296 of the ZGD-1, if shareholders sent a reasonably justified proposal to the Company within seven days following the convening of the General Meeting of Shareholders. Shareholders may also submit proposed resolutions to the company by email at [email protected].
Shareholders may exercise their right to information in accordance with the first paragraph of Article 305 of the ZGD-1 at the General Meeting of Shareholders. Detailed information regarding shareholders' rights set out in the first paragraph of Article 298, the first paragraph of Article 300, Article 301 and Article 305 of the ZGD-1 are available on the Company's website at https://www.telekom.si/en/about-us/investor-relations/shareholder-s-meetings.
The right to attend the General Meeting and vote may be exercised by shareholders who are entered in the central register of securities at the Central Securities Clearing Corporation (KDD) at the close of business seven days prior to the General Meeting of Shareholders (cut-off date), which is 10 June 2024. The right to participate in the General Meeting of Shareholders and vote may only be exercised by shareholders, their representatives or proxies who announce their participation in a written application addressed to the Company's Information Office. That application shall be received at the Company's headquarters or sent by email to [email protected] by no later than 3.30 pm on Friday, 14 June 2024. The Company will also consider as valid those registrations arriving in standardised form via KDD and which KDD receives prior to this through the intermediary chain. If an intermediary that is not a final shareholder is entered in the central register as a holder of shares, shareholders may exercise voting rights on the basis of evidence referred to in the second paragraph of Article 235č of the ZGD-1, which indicates who is the final shareholder on the cut-off date. At the request of the Company, shareholders and their representatives or proxies shall identify themselves by means of a personal document or written power of attorney, while statutory representatives shall also present an extract from the companies register. The registration form for participation at the General Meeting of Shareholders is available at the Information Office at the Company's headquarters: Cigaletova ulica 15, Ljubljana every business day from 9.00 am to 11.00 am, from the day this convening is published and in electronic form on the Company's website at https://www.telekom.si/en/about-us/investorrelations/shareholder-s-meetings.
Each shareholder entitled to participate in the General Meeting of Shareholders may appoint a proxy to register their participation in the General Meeting of Shareholders and to exercise voting rights on their behalf at the General Meeting of Shareholders. Powers of attorney for a proxy shall be in written form and shall include general data (first name, surname, address, unique personal identification number (EMŠO) for natural persons, or company name, registered office and registration number for legal entities) of the authorising party (principal) and proxy, as well as the signature of the authorising party. The form for granting power of attorney to a proxy for exercising voting rights at the General Meeting of Shareholders is available at the Information Office at the Company's headquarters: Cigaletova ulica 15, Ljubljana every business day from 9.00 am to 11.00 am, from the day this convening is published to the day of the General Meeting of Shareholders and in electronic form on the Company's website at https://www.telekom.si/en/about-us/investor-relations/shareholder-s-meetings. Power of attorney forms may also be sent to the Company via email as a scanned document in an attachment to [email protected]. The Company reserves the right to verify the identity of a shareholder or authorising party who submits a power of attorney via email, as well as the authenticity of their signature. Shareholders may cancel a power of attorney at any time until the day of the General Meeting of Shareholders.
Intermediaries may exercise or entrust the exercising of voting rights for shares that do not belong to them only if they have written authorisation to do so. An intermediary must save their power of attorney in such a way that it can be verified. Power of attorney may be given to an individual intermediary and may be revoked at any time. An intermediary may authorise a person that is not employed with them to exercise the power of attorney only if the power of attorney expressly permits this. If on the basis of a power of attorney an intermediary casts a proxy vote on behalf of a shareholder, the power of attorney document must be presented to the Company and kept by it. The intermediary must request instructions from the shareholder regarding the exercising of voting rights, and caution the shareholder that, if the shareholder does not provide instructions regarding the exercising of voting rights, it will exercise such rights according to its own proposals communicated to the shareholder, unless it has grounds to surmise that the shareholder would approve the intermediary's different decision if the shareholder was aware of the actual situation. The same rules stated previously in this paragraph shall also apply mutatis mutandis to the holders of fiduciary accounts regarding shares that do not belong to them, for voting advisors and other persons exercising voting rights on behalf of shareholders based on powers of attorney as their business activity.
In accordance with recommendation 8.2 of the Slovenian Corporate Governance Code, the Company hereby calls on major shareholders, in particular institutional investors and the state, to inform the public of their governance policy as it relates to their investment in the public limited company Telekom Slovenije, d.d. Public information shall include, at a minimum, their voting policy, the type and frequency of governance activities, and the dynamics of communication with the Company's management and supervisory bodies.
The Company reserves the right to verify the identity of shareholders who submit requests for additional items on the agenda, proposed resolutions or election nominations via email.
The total number of outstanding shares issued by the Company as at the date of the convening of the General Meeting of Shareholders was 6,535,478. Of that amount, a total of 6,498,177 shares have voting rights. All shares are of the same class.
Shareholders wishing to view documents in the Information Office in accordance with the second paragraph of Article 297a of the ZGD-1 are kindly asked to announce their visit in advance by calling +386 1 47 22 183 or +386 1 47 22 304, or by sending an email to [email protected].
We kindly ask participants at the General Meeting of Shareholders to arrive at least half an hour before the meeting starts to register and receive their voting device.
If quorum is not established at the announced hour, the General Meeting of Shareholders shall be reconvened at 4 pm on the same day in the same premises and with the same agenda. At that time, quorum shall be deemed to have been established, regardless of the number of represented shares.
Ljubljana, 14 May 2024
President of the Management Board: Boštjan Košak
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