Telekom Slovenije

AGM Information • Apr 6, 2018

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 in Ljubljana at Cigaletova 15, hereby convenes

the 29th General Meeting of Shareholders of Telekom Slovenije, d. d. to be held on 11 May 2018 at 2.00 pm, in the Multimedia Hall at the Company's headquarters

Agenda and proposed resolutions:

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

2. Appointment of General Meeting bodies

Proposed 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.

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

Proposed resolution:

The General Meeting adopts the rules of procedure of the General Meeting of Shareholders in the proposed wording.

4. Supervisory Board's written report on the approval of the annual report for the 2017 financial year

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

Proposed 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 40,984,511.40 or EUR 6.30 gross per share; and b. the remainder in the amount of EUR 74,381,913.72 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.

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

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

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

Proposed resolution:

6.1 The Company's General Meeting is hereby informed that the term of office of Supervisory Board member Dean Žigon, an employee representative, expired on 22 January 2018.

6.2 The Company's General Meeting is hereby informed that a replacement member of the Supervisory Board, Urban Škrjanc, was elected by employee representatives on 14 February 2018, whose term of office began on the date of election and will expire on 14 November 2021.

7. Report on court proceedings filed against former members of the management board

Proposed resolution:

The General Meeting is hereby briefed on the report on court proceedings filed against former members of the Management Board.

Materials for the General Meeting

The full materials for the General Meeting shall be available to shareholders at the information office at the Company's headquarters (Cigaletova 15, Ljubljana) every working day from 10 am to 12 pm, from the day this convening of the General Meeting is published on the website of the Agency of the Republic of Slovenia for Public Legal Records and Related Services (ww.ajpes.si) until the day the General Meeting is held inclusive.

The convening of the General Meeting and all materials, including the agenda and proposed resolutions, shall also be published on the Company's website at http://www.telekom.si/en/investor-relations/shareholders-meeting and on the stock exchange's electronic notification system at http://seonet.ljse.si.

Addition of items to the agenda

Shareholders holding at least 5% of the Company's share capital may request in writing that items be added to the agenda within seven days following the convening of the General Meeting. Requests shall include a written proposed resolution that the General Meeting shall vote on or, if the General Meeting will not adopt a resolution on a particular item of the agenda, an explanation thereof. In accordance with the third paragraph of Article 298 of the Companies Act-1 (ZGD-1), the Company's Management Board shall publish additional agenda items requested by shareholders by no later than seven days following the convening of the General Meeting. Shareholders may also send requests for additional items on the agenda by e-mail to skupscina@telekom.si in scanned form as an attachment.

Shareholder proposals

Shareholders may add written proposed resolutions to any item on the agenda in accordance with the first paragraph of Articles 300 and 301 of 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:

• if they are sent to the Company within seven days following the convening of the General Meeting;
• if they are reasonably justified; and
• the shareholder proposing a resolution makes it clear that they intend to object to the proposal of the Management Board or Supervisory Board and to persuade other shareholders to vote for their proposal.

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.

A shareholder's proposal shall be published and communicated in the manner set out in Article 296 of the ZGD-1, if the shareholder sent a reasonably justified proposal to the Company within seven days following the convening of the General Meeting. Shareholders may also file proposed resolutions and election nominations with by e-mail at skupscina@telekom.si.

Right to information

Shareholders may exercise their right to information in accordance with the first paragraph of Article 305 of the ZGD-1 at the General Meeting. 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 http://www.telekom.si/o-podjetju/za-vlagatelje/skupscina-delnicarjev.

Requirements for participation at the General Meeting and voting

The right to attend the General Meeting and vote may be exercised by shareholders registered at the central register of securities at the Central Securities Clearing Corporation (KDD) at the close of the fourth day before the General Meeting (cut-off date), which is 7 May 2018.

The right to participate in the General Meeting and vote may only be exercised by shareholders, their representatives or proxies who announce their participation by 3.30 pm on Tuesday 8 May 2018 in a written application addressed to the Company's information office. That application shall be sent to the Company's headquarters, faxed to +386 1 231 47 36 or sent by e-mail to skupscina@telekom.si. At the request of the Company, shareholders and their representatives or proxies shall identify themselves with a personal document or written authorisation, while statutory representatives shall present an extract from the companies register.

Authorisations shall be in written form and shall comprise general data (for natural persons: first name, surname, address, unique personal identification number (EMŠO), or for legal entities: the company name, registered office and registration number) of the authorising party (principal) and the proxy, as well as the signature of the authorising party. The authorisation form for exercising voting rights is available at the information office at the Company's registered office (Cigaletova 15, Ljubljana) every business day between 10 am and 12 pm, and in electronic form on the Company's website at http://www.telekom.si/en/investor-relations/shareholders-meeting, from the day this convening is published on the website of the Agency of the Republic of Slovenia for Public Legal Records and Related Services (AJPES). Authorisation may be sent to the Company via e-mail as a scanned document in an attachment to skupscina@telekom.si.The Company reserves the right to verify the identity of a shareholder or authorising party who submits authorisation via e-mail, as well as the authenticity of their signature. A shareholder may cancel authorisation at any time until the day the General Meeting is held.

Call to major shareholders to publicly disclose information regarding their governance policy

In accordance with section 6.2 of the Corporate Governance Code, the Company hereby calls on major shareholders, in particular institutions and the State, to publicly disclose information regarding their governance policy as it relates to their investment in Telekom Slovenije, d. d. as a public limited company. 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.

Other notifications

The Company reserves the right to verify the identity of shareholders who send additional items for the agenda, proposed resolutions or election nominations via e-mail.

The total number of outstanding shares issued by the Company as at the date of convening this General Meeting was 6,535,478. Of that amount, 6,505,478 have voting rights. All shares are of the same class.

We kindly ask participants at the General Meeting 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 will be reconvened on the same day in the same premises and with the same agenda at 3.00 pm. In this case it will be considered that there is a quorum regardless of the number of represented shares.

Ljubljana, 4 April 2018

President of the Management Board Rudolf Skobe, MSc