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Telekom Slovenije

AGM Information Feb 9, 2024

1988_rns_2024-02-09_91328c5d-027c-4722-8dfd-4efde3dbf516.pdf

AGM Information

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Notification on the Resolutions of the 37 th 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 37 th General Meeting of Shareholders of Telekom Slovenije, d.d., which took place on 7 February 2024.

At the start of the General Meeting, a total of 5,131,622 voting shares were represented, which is 78,97% of the 6,498,177 voting shares, and 78,519% share of the company's share capital.

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

I. ADOPTED RESOLUTIONS

The resolutions adopted at the General Meeting 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's 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.

Results of the vote:

  • number of submitted votes: 5,008,507, which represents 76.636% share of share capital,
  • number of PRO votes: 5,008,375, which represents 99.997% share of cast votes,
  • number of CONTRA votes: 132,
  • number of SUSTAINED votes: 123,086.

3. Proposal for the use of distributable profit for the 2022 financial year

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

  • 3.1 Distributable profit for 2022, which amounted to EUR 40,292,646.55, shall be used as follows:
    • a. the payment of dividends in the amount of EUR 40,291,580.40 or EUR 6.20 gross per share,
    • b. the remainder in the amount of EUR 1,066.15, resulting from rounding in the dividend payment, shall be carried forward to the next year.

Dividends shall be paid in two instalments as follows: i) the first instalment of EUR 3.10 gross per share shall be paid on 22 March 2024, to shareholders or other entitled parties recorded in the share register as of the record date, 21 March 2024, ii) the second instalment of EUR 3.10 gross per share shall be paid on 23 August 2024, to shareholders or other entitled parties recorded in the share register as of the record date, 22 August 2024

Results of the vote:

  • number of submitted votes: 5,131,155, which represents 78.512% share of share capital,
  • number of PRO votes: 5,130,335, which represents 99.984% share of cast votes,
  • number of CONTRA votes: 820,
  • number of SUSTAINED votes: 467.

II. COUNTERPROPOSAL

On 15 January 2024, the company received a counterproposal from the PanSlovenian Stakeolders' Association (hereinafter: VZMD) to the proposed resolution under item 3.1 of the agenda of the 37 th General Meeting of Shareholders regarding the use of the distributable profit for 2022. The shareholder proposed that the distributable profit in the amount of EUR 40,292,646.55, i.e., EUR 6.20 per share, is paid out in lump sum. Dividends for the year 2022 would be distributed to shareholders or other entitled parties along with dividends for the year 2023, or the dividend payments for the fiscal years 2022 and 2023 would be consolidated. The record date and payment date for dividends for the fiscal year 2022 would thus be the same as the record date and payment date for dividends for the fiscal year 2023 Because the proposal from the Management Board and Supervisory Board was adopted under item 3 of the Agenda, the General Meeting did not vote on the counterproposal of 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, 1000 Ljubljana 4,087,569 62.90%
Kapitalska družba, d.d., Dunajska cesta 119, 1000 Ljubljana 365,175 5.62%
Slovenian Sovereign Holding, d.d., Mala ulica 5, 1000
Ljubljana
277,839 4.28%
CITIBANK N.A.-
Fiduciary account, CITIBANK CENTRE,
CANADA SQUARE, CANARY WHARF E145LB, London
122,589 1.89%
PERSPEKTIVA FT d.o.o., Dunajska cesta 156, 1000
Ljubljana
79,671 1.23%
Total: 4,932,843 75.91%

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