Telekom Slovenije

AGM Information • May 15, 2018

Notification on the resolutions of the 29th General Meeting of Telekom Slovenije, d. d.

Pursuant to the provisions of the Companies Act (ZGD-1), the Market in Financial Instruments Act, the Corporate Governance Code, the Rules of the Ljubljana Stock Exchange and Recommendations to Public Companies Regarding Notification, the Management Board of Telekom Slovenije, d. d. hereby publishes the resolutions of the 29th General Meeting of Telekom Slovenije, d. d. of 11 May 2018.

The total number of shares represented at the General Meeting was 5,247,501 or 80.66% of 6,505,478 shares with voting rights and 80.29% of total share capital.

On the day of the General Meeting, the company held 30,000 treasury shares without voting rights.

I. ADOPTED RESOLUTIONS

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

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

(No vote was taken under this item.)

2. Appointment of General Meeting bodies

Resolution:

Stojan Zdolšek is hereby appointed chairman of the General Meeting, while a representative of Ixtlan Forum d.o.o. is hereby appointed as vote counter.

The General Meeting hereby acknowledges the presence of the notary Bojan Podgoršek at this session.

Result of the vote:

• a total of 5,247,501 votes were cast, which presents 80.293% of total share capital
• 5,246,621 shares voted in FAVOUR, which presents 99.983% of all votes cast
• 880 shares voted AGAINST
• 0 share(s) ABSTAINED from voting

3. Adoption of the rules of procedure of the General Meeting

Resolution:

The General Meeting hereby adopts the enclosed rules of procedure of the General Meeting of Shareholders.

Result of the vote:

• a total of 5,247,036 votes were cast, which presents 80.285% of total share capital
• 5,246,779 shares voted in FAVOUR, which presents 99.995% of all votes cast
• 257 shares voted AGAINST
• 465 share(s) ABSTAINED from voting
• 4. Supervisory Board's written report on the approval of the annual report for the 2017 financial year

(The item was informative in nature and was not voted on.)

5. Proposal for the use of distributable profit for the 2017 financial year and proposal for the approval of the work of the Management Board and the Supervisory Board for the 2017 financial year

Resolution:

• 5.1. Distributable profit, which amounted to EUR 115,366,425.12 for 2017, shall be used for:
  • a. the payment of dividends in the amount of EUR 93,028,335.40 or EUR 14.30 gross per share; and
  • b. the remainder in the amount of EUR 22,338,089.72 shall be brought forward to the following year.

Dividends shall be paid to shareholders and other beneficiaries who were entered in the register of shareholders with the right to dividends on the cut-off date of 9 July 2018, and to other beneficiaries with the right to dividends. Dividends shall be paid on 10 July 2018.

Result of the vote:

• a total of 5,162,879 votes were cast, which presents 78.998% of total share capital
• 5,162,879 shares voted in FAVOUR, which presents 100% of all votes cast
• 0 shares voted AGAINST
• 84,622 share(s) ABSTAINED from voting

Resolution:

5.2. The General Meeting hereby confers its official approval on the Management Board for its work during the 2017 financial year.

Result of the vote:

• a total of 5,247,501 votes were cast, which presents 80.293% of total share capital
• 5,246,994 shares voted in FAVOUR, which presents 99.990% of all votes cast
• 507 shares voted AGAINST
• 0 share(s) ABSTAINED from voting

Resolution:

5.3. The General Meeting hereby confers its official approval on the Supervisory Board for its work during the 2017 financial year.

Result of the vote:

• a total of 5,247,501 votes were cast, which presents 80.293% of total share capital
• 5,246,964 shares voted in FAVOUR, which presents 99.990% of all votes cast
• 537 shares voted AGAINST
• 0 share(s) ABSTAINED from voting

6. Information regarding changes to the company's Supervisory Board

(The item was informative in nature and was not voted on.)

7. Report on court proceedings filed against former members of the Management Board

(The item was informative in nature and was not voted on.)

II. COUNTER PROPOSALS

On 10 May 2018 the Company received a counter proposal from the shareholders Slovenski državni holding, d. d. and the Republic of Slovenia, which is represented by Slovenski državni holding, d. d., dated 9 May 2018 to the proposal under item 5 of the agenda of the Company's 29th General Meeting.

Under their counter proposal to the proposal under item 5.1 of the agenda regarding the use of distributable profit for the 2017 financial year, the aforementioned shareholders proposed that distributable profit in the amount of EUR 115,366,425.12 for 2017 be used for the payment of dividends in the amount of EUR 93,028,335.40 or EUR 14.30 gross per share, while the remainder in the amount of EUR 22,338,089.72 be brought forward to the next year. Dividends shall be paid to shareholders and other beneficiaries who were entered in the register of shareholders with the right to dividends on the cut-off date of 9 July 2018, and to other beneficiaries with the right to dividends. Dividends will be paid on 10 July 2018.

III. ANNOUNCED CHALLENGING ACTIONS

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	No. of votes	Proportion
Republic of Slovenia, Gregorčičeva ulica 20, Ljubljana	4,087,569	62.83%
Kapitalska družba, d. d., Dunajska cesta 119, Ljubljana	365,175	5.61%
SDH, d. d., Mala ulica 5, Ljubljana	277,839	4.27%
PERSPEKTIVA FT d. o. o., Dunajska cesta 156, Ljubljana	79,671	1.22%
CITIBANK N.A. –fiduciary account, CITIBANK CENTRE, CANADA SQUARE, CANARY WHARF, London	63,879	0.98%
Total:	4,874,133	74.91%