Luka Koper

AGM Information • Aug 28, 2020

In accordance with the provisions of the Ljubljana Stock Exchange Rules and the applicable legislation, the Company's management board herewith announces the resolutions adopted at the 33 rd General Meeting of Shareholders of LUKA KOPER, d.d. held on 26 August 2020.

Resolutions of the 33 rd General Meeting of Shareholders

Out of the total of 14,000,000 Company's shares, there were 10.710.465 ordinary no-par value shares present at the General Meeting of Shareholders, corresponding to 76,50 % of shares with voting rights. Each no-par value share corresponds to 1 vote. It was stated that pursuant to third paragraph, Article 11 of the Company's Articles of Association, there was a quorum at the General Meeting of Shareholders which is required to adopt the resolutions.

The proportion of voting rights of the five major shareholders present at the General Meeting of Shareholders expressed in relation to all shares with voting rights was 72,99 %.

	No. of votes	%
Republic of Slovenia	7.140.000	51,00 %
SDH, d.d. (Slovenian Sovereign Holding)	1.557.857	11,13 %
Kapitalska družba, d.d. (Pension Fund Management)	696.579	4,98 %
Municipality of Koper	439.159	3,14 %
Citibank N.A. – escrow account	384.421	2,75 %
Total	10.218.016	72,99 %

1. Opening and election of GM bodies

Resolution Proposal:

Matjaž Dodič, Supervisory Board Secretary be elected Chairman of the General Meeting, and IXTLAN Forum, d.o.o., Ljubljana the teller of votes. The Notary Nina Ferligoj, of Koper, is attending the General Meeting.

Total number of votes cast	10.706.713
IN FAVOUR OF (FOR) the proposed resolution	10.706.713
AGAINST the proposed resolution	0
ABSTAINED	0

3. Appropriation of the Accumulated Profit, and Note of Discharge to the governing and controlling bodies

Conuter-prosposal by Slovenian Sovereign Holding (Slovenski državni holding, d.d.):

3.1 Resolution Proposal on the appropriation of accumulated profit:

As at 31. 12. 2019, the accumulated profit amounts to EUR 30,013,663.97 and shall be used as follows:

• a portion thereof, EUR 14,980,000.00 shall be allocated to dividend payout in gross amount EUR 1.07 per ordinary share,

• the balance of the accumulated profit EUR 15,033,663.97 shall remain undistributed.

The dividend shall be paid out on 25.09.2020 to the shareholders who will be registered in the Central Register of Dematerialized Securities with the KDD as at 24.09.2020.

Total number of votes cast	10.251.193
IN FAVOUR OF (FOR) the proposed resolution	10.203.971
AGAINST the proposed resolution	47.222
ABSTAINED	459.272

3.2. Resolution Proposal on awarding the note of discharge to Management Board: The General Meeting grants the note of discharge to the Management Board for the financial year 2019.

Total number of votes cast	10.710.465
IN FAVOUR OF (FOR) the proposed resolution	10.710.465
AGAINST the proposed resolution	0
ABSTAINED	0

3.3. Resolution Proposal on awarding the note of discharge to Supervisory Board:

The General Meeting grants the note of discharge for the financial year 2019 to the Supervisory Board.

Total number of votes cast	10.267.683
IN FAVOUR OF (FOR) the proposed resolution	10.267.553
AGAINST the proposed resolution	130
ABSTAINED	442.782

4. Appointing the auditors for the financial years 2020, 2021, 2022

Resolution Proposal:

The audit firm BDO Revizija d.o.o. shall be appointed to audit the financial Statements of the Luka Koper Group and of the Company Luka Koper, d. d. for the financial years 2020, 2021 and 2022.

Total number of votes cast	10.709.783
IN FAVOUR OF (FOR) the proposed resolution	10.709.148
AGAINST the proposed resolution	635
ABSTAINED	682

5. Temporary reduction of emoluments to members of the Supervisory Board owing to critical situation

Resolution Proposal:

The emoluments of the Supervisory Board members determined by the General Meeting on 28.12.2017 shall be temporarily reduced by 30 percent in the term from 1 March to 31 May 2020, when the Government of the Republic of Slovenia revoked the COVID-19 epidemic in the territory of the Republic of Slovenia; exempt from the reduction is the refund of actual costs.

Total number of votes cast	10.710.335
IN FAVOUR OF (FOR) the proposed resolution	10.710.335
AGAINST the proposed resolution	0
ABSTAINED	130

6. Amendments to the Statute of the Company

Resolution Proposal:

The General Meeting adopts the following amendments to the Company Statute:

Article 2 of the Statute shall be amended to read:

»The Company is a corporation (joint-stock company) that pursues a gainful activity. The underlying goal of the Company is to maximise the value of the Company in the long run, sustainably.

In addition to the primary goal referred to in paragraph 1 above, the Company shall implement the strategic development goals reflected in the concern for maintaining and developing the port infrastructure in the freight port of Koper, for a smooth operation and development of business in the port, and observing the orderly corporate governance principles.

The Company also pursues further goals that shall be individually described and substantiated in a proposal of the Management Board and submitted to the General Meeting for approval or adoption, by way of amending the Statute or by a resolution to be adopted by a three-quarter majority of the share capital.

Should the goals of the Company be controversial or mismatched, the relations among such goals shall be determined by the General Meeting, or laid down in the corporate governance policy.''

Article 10 of the Company Statute shall be followed by a new Article 10 a, which reads:

»The convener of the General Meeting referred to in the preceding Article of the Statute may lay down in the convocation letter that the shareholders take part in the General Meeting and vote by electronic devices, without being physically present at the meeting (electronic – e-GM).

The following rules shall be observed in the implementation of an electronic e-GM:

• • a technical solution must guarantee the full transmission of image and sound of the General Meeting in real time,
• The Company must put in place the necessary terms and modality to establish the identity of shareholders or their proxies, and to ensure a safe electronic communication in such a way that no unproportional demands could adversely affect the attendance and activity of shareholders,
• The technical solution must enable to shareholdes, in real time, to vote on the proposals on the agena, put questions, take part in a discussion, file a counter-proposition, file a Statement announcing to challenge the resolutions, an other activities,

The eligible technical solution must guarantee safe electronic communication and record-keeping of the recordings,

• The modality of evaluation of the content/ substance of votes must be indicated in the Minutes of the General Meeting.

The Company's Management Board is authorised, subject to consent of the Supervisory Board, to lay down detailed procedural rules for the attendance at the General Meeting and for voting at an electronic GM ('e-GM'), as well as determine other aspects of conducting an e-GM, and to publish such rules on the Company website. The Convener of the GM from Art. 10 of the Statute shall publish detailed procedural rules for the attendance at an electronic GM, as well as other aspects of conducting an e-GM in accordance with the rules published on the Company website and quoted in the convocation letter.''

Considering the a.m. changes or amendments to the Statute, a consolidated text thereof shall be prepared.

Total number of votes cast	10.709.155
IN FAVOUR OF (FOR) the proposed resolution	10.708.314
AGAINST the proposed resolution	841
ABSTAINED	1.310

There were no challenging actions declared at the General Meeting of Shareholders.

In Koper, on 26 August 2020