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Telekom Slovenije

AGM Information Sep 13, 2022

1988_rns_2022-09-13_56331703-f63e-4bf6-8bd2-896b6eb140bf.pdf

AGM Information

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Notification regarding the resolutions from the 35th General Meeting of Shareholders of Telekom Slovenije, d. d.

Pursuant to the provisions of the Rules of the Ljubljana Stock Exchange and valid legislation, Telekom Slovenije, d. d., with its registered office at Cigaletova ulica 15, Ljubljana, hereby publishes the resolutions from the 35th General Meeting of Shareholders of Telekom Slovenije, d. d., which was held on 9 September 2022.

A total of 5,102,114 shares with voting rights were represented at the General Meeting of Shareholders, representing 78.52% of 6,498,117 shares with voting rights and 78.068% of the Company's share capital.

The Company held 36.836 treasury shares without voting rights on the day of the General Meeting of Shareholders.

I. RESOLUTIONS

The following resolutions were adopted in connection with individual items on the agenda of General Meeting of Shareholders:

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

(This item was not subject to voting.)

2. Appointment of the bodies of the General Meeting of Shareholders and information regarding the presence of a notary public

Resolution:

Stojan Zdolšek, an attorney from Ljubljana, is hereby appointed chair of the General Meeting of Shareholders, a representative of Ixtlan Forum, d. o. o., is hereby appointed vote-counter. The General Meeting is informed that the notary public Bojan Podgoršek shall be present at the General Meeting of Shareholders.

Voting results:

  • number of votes cast: 5,102,114, representing 78.068% of the Company's share capital
  • number of votes IN FAVOUR: 5,102,114, representing 100.00% of the votes cast
  • number of votes AGAINST: 0
  • number of ABSTENTIONS: 0

3. Recall of members of the Company's Supervisory Board

Resolution:

3.1. On the day this resolution is adopted, the General Meeting of Shareholders hereby recalls Iztok Černoša from his position as member of the Company's Supervisory Board and shareholder representative.

Voting results:

  • number of votes cast: 5,102,113, representing 78.068% of the Company's share capital
  • number of votes IN FAVOUR: 4,919,552, representing 96.422% of the votes cast
  • number of votes AGAINST: 182,561
  • number of ABSTENTIONS: 1

Resolution:

3.2. On the day this resolution is adopted, the General Meeting of Shareholders hereby recalls Karla Pinter, MSc from her position as member of the Company's Supervisory Board and shareholder representative.

Voting results:

  • number of votes cast: 5,102,113, representing 78.068% of the Company's share capital
  • number of votes IN FAVOUR: 188,969, representing 3.704% of the votes cast
  • number of votes AGAINST: 4,913,144
  • number of ABSTENTIONS: 1

Resolution:

3.3. On the day this resolution is adopted, the General Meeting of Shareholders hereby recalls Marko Kerin from his position as member of the Company's Supervisory Board and shareholder representative.

Voting results:

  • number of votes cast: 5,102,113, representing 78.068% of the Company's share capital
  • number of votes IN FAVOUR: 4,919,552, representing 96.422% of the votes cast
  • number of votes AGAINST: 182,561
  • number of ABSTENTIONS: 1

Resolution:

3.4. On the day this resolution is adopted, the General Meeting of Shareholders hereby recalls Radovan Cerjak from his position as member of the Company's Supervisory Board and shareholder representative.

Voting results:

  • number of votes cast: 5,102,113, representing 78.068% of the Company's share capital
  • number of votes IN FAVOUR: 4,919,552, representing 96.422% of the votes cast
  • number of votes AGAINST: 182,561
  • number of ABSTENTIONS: 1

Resolution:

3.5. On the day this resolution is adopted, the General Meeting of Shareholders hereby recalls Jurij Toplak, PhD, from his position as member of the Company's Supervisory Board and shareholder representative.

Voting results:

  • number of votes cast: 5,102,112, representing 78.068% of the Company's share capital
  • number of votes IN FAVOUR: 4,919,551, representing 96.422% of the votes cast
  • number of votes AGAINST: 182,561
  • number of ABSTENTIONS: 2

4. Election of new members to the Supervisory Board

Resolution:

4.1. Mateja Čuk Orel, MSc, is hereby elected to serve as member of the Supervisory Board and shareholder representative, for a four-year term of office beginning on the day of his election by the General Meeting of Shareholders.

Voting results:

  • number of votes cast: 4,913,625, representing 75.184% of the Company's share capital
  • number of votes IN FAVOUR: 4,911,520, representing 99.957% of the votes cast
  • number of votes AGAINST: 2,105
  • number of ABSTENTIONS: 188,489

Resolution:

4.2. Marko Boštjančič is hereby elected to serve as member of the Supervisory Board and shareholder representative, for a four-year term of office beginning on the day of her election by the General Meeting of Shareholders.

Voting results:

  • number of votes cast: 4,911,519, representing 75.152% of the Company's share capital
  • number of votes IN FAVOUR: 4,911,519, representing 100.00% of the votes cast
  • number of votes AGAINST: 0
  • number of ABSTENTIONS: 190.595

Resolution:

4.3. Alenka Čok Pangeršič, MSc, is hereby elected to serve as member of the Supervisory Board and shareholder representative, for a four-year term of office beginning on the day of her election by the General Meeting of Shareholders.

Voting results:

  • number of votes cast: 5,102,114, representing 78.068% of the Company's share capital
  • number of votes IN FAVOUR: 4,921,658, representing 96.463% of the votes cast
  • number of votes AGAINST: 180,456
  • number of ABSTENTIONS: 0

Resolution:

4.4. Žiga Debeljak, MSc, is hereby elected to serve as member of the Supervisory Board and shareholder representative, for a four-year term of office beginning on the day of his election by the General Meeting of Shareholders.

Voting results:

  • number of votes cast: 4,913,625, representing 75.184% of the Company's share capital
  • number of votes IN FAVOUR: 4,911,520, representing 99.957% of the votes cast
  • number of votes AGAINST: 2.105
  • number of ABSTENTIONS: 188.489

II. COUNTER PROPOSALS

On the General Meeting on 9 September 2022, the shareholders Slovenski državni holding, d. d. (Slovenian Sovereign Holding), and Republic of Slovenia filed counter voting proposals to the proposed resolutions under item 4 of the agenda of the Company's 35th General Meeting of Shareholders. The aforementioned shareholders proposed, instead of election of initially proposed candidates Roman Jerman, Tadeja Čelar, and Miha Žejn the election of Mateja Čuk Orel, MSc, Marko Boštjančič and Žiga Debeljak, MSc, to a term of office of four (4) years as member of the Supervisory Board, representative of shareholders. The counter election proposal was adopted by the General Meeting of Shareholders.

III. ANNOUNCED CHALLENGING ACTIONS

No challenges were announced by shareholders.

IV. OTHER

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

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%
SDH, d. d., Mala ulica 5, Ljubljana 277,839 4.28%
CITIBANK N.A. (fiduciary account), CITIBANK CENTRE,
CANADA SQUARE, CANARY WHARF E145LB, London
171,711 2.70%
PERSPEKTIVA FT d.o.o., Dunajska cesta 156, 1000
Ljubljana
79,671 1.23%
Total: 4,985,965 76.73%

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