Luka Koper

AGM Information • Jan 2, 2018

In accordance with the provisions of the Ljubljana Stock Exchange Rules and the applicable legislation in force, the Company LUKA KOPER, d.d. herewith announces the resolutions adopted at the 29th General Meeting of Shareholders of LUKA KOPER, d.d. held on 28 December 2017.

Resolutions of the 29th General Meeting of Shareholders

1. Opening of the General Meeting of Shareholders and statement of quorum;

The proposed resolution:

It is stated that there is the quorum required at the General Meeting of Shareholders.

Out of the total of 14,000,000 Company's shares, there were 10.351.817 ordinary no-par value shares present at the General Meeting of Shareholders, corresponding to 73,94 % 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 71.78 %.

	No. of shares	%
Republic of Slovenia	7.140.000	51,00 %
SDH, d.d.	1.557.875	11,13 %
Kapitalska družba, d.d.	696.579	4,98 %
Municipality of Koper	439.159	3,14 %
Citibank N.A. – fiduciarni račun	215.937	1,54 %
Total	10.049.532	71,78 %

2. Election of the General Meeting of Shareholders' working bodies;

The proposed resolution:

Mr. Gorazd Podbevšek is appointed Chairman of the General Meeting of Shareholders and IXTLAN Forum, d.o.o., Ljubljana is appointed Vote Counter. The General Meeting of Shareholders is attended by the notary public Mr. Dravo Ferligoj.

No. of present shares with voting rights	10.351.623
IN FAVOUR OF the proposed resolution	10.348.745
AGAINST the proposed resolution	2.878
ABSTAINED	50

The resolution was adopted in the proposed wording.

3. Appointment of the Auditor for the financial years 2017, 2018 and 2019;

The proposed resolution:

The resolution No. 5 on the appointment of the auditing company KPMG Slovenija, podjetje za revidiranje, d.o.o. as auditor of the Company's and Luka Koper Group's financial statements for the financial years 2017, 2018 and 2019, as adopted at the Company's 28th General Meeting of Shareholders held on 30 June 2017, shall be annulled and the company BDO Revizija d.o.o., družba za

revidiranje shall be appointed as auditor of the Company's and Luka Koper Group's financial statements for the financial years 2017, 2018 and 2019.

No. of present shares with voting rights	10.351.345
IN FAVOUR OF the proposed resolution	10.318.174
AGAINST the proposed resolution	33.171
ABSTAINED	472

The resolution was adopted in the proposed wording.

4. Determination of the amount of remuneration for the performance of function in the supervisory board and determination of attendance fee for supervisory board members and members of the supervisory board's committees

The proposed resolution:

Pursuant to the provision of Article 25 of the Company's Articles of Association, the General Meeting of shareholders shall adopt, until revocation, the following decision on the remuneration for the performance of function in the supervisory board and determination of attendance fee for supervisory board members and members of the supervisory board's committees:

• 1. For their participation at the supervisory board meeting, the members of the supervisory board shall be entitled to an attendance fee in the amount of 275,00 euros gross per each member.
• 1. For their attendance at the meeting of the supervisory board's committee, the members of the supervisory board's committee shall be entitled to an attendance fee corresponding to 80% of the attendance fee determined for the participation at the supervisory board meeting. The attendance fee for the participation at the adoption of decisions in writing ("correspondence meeting") shall amount to 80% of the usual attendance fee.
• 1. Irrespective of all stated above and irrespective of the fact how many times a member participated at the meetings, each supervisory board member shall be entitled within a financial year to the attendance fees as long as the sum of the received attendance fees does not exceed the level of 50% of the basic remuneration determined for the performance of function in the supervisory board for each supervisory board member on annual level.
• 1. Irrespective of all stated above and irrespective of the fact how many times a members participated at the supervisory board meeting or supervisory board's committee meeting, each member of the supervisory board who is at the same time member of the supervisory board's committee shall be entitled within a financial year to the attendance fees as long as the sum of received attendance fees for participation at supervisory board meetings and supervisory board's committee meeting does not exceed the level of 75% of the basic remuneration determined for the performance of function in the supervisory board for each supervisory board member on annual level.
• 1. In addition to attendance fees, the supervisory board members shall be entitled to a basic remuneration for the performance of their function corresponding to 15,000.00 euros gross per each member on annual level; the president of the supervisory board is entitled to a supplement corresponding to 50% of the basic remuneration determined for the performance of supervisory board function and the vice president of the supervisory board is entitled to a supplement corresponding to 10% of the basic remuneration determined for the performance of supervisory board member function.
• 1. Each member of the supervisory board committee shall be entitled to a supplement for his/her performance of function which shall correspond to 25% of the basic remuneration determined for the performance of supervisory board member function.
• 1. President of the committee shall be also entitled to a supplement for the performance of function corresponding to 37.5% of the basic remuneration determined for the performance of function by the member of the supervisory board's committee.
• 1. Irrespective of all stated above and irrespective of the number of committees in which he/she participates or presides over, each member of the supervisory board's committee shall be entitled within a business year to supplements for as long as the sum of received supplements does not exceed the level of 50% of the basic remuneration for the performance of

supervisory board member function on annual level. In the event that the term of office of a supervisory board member is shorter than one business year, the member of the supervisory board committee – irrespective of all stated above and irrespective of the number of committees in which he/she participates or presides over – shall be entitled to the supplements for as long as the sum of received supplements does not exceed the level of 50% of the basic remuneration for the performance of supervisory board member function by taking into consideration his/her eligibility to such payments which depends on the time of duration of his/her term of office in the relevant year.

• 1. The members of the supervisory board and the members of the supervisory board's committee are entitled to the basic remuneration and supplement for their performance of function in proportional monthly amounts to which they shall be eligible during their term of office in the supervisory board. The monthly amount shall correspond to one-twelfth of the amounts stated above.
• 1. The limitation of the top amount of remuneration or attendance fee payable to a supervisory board member shall in no way influence his/her responsibility for taking active part at the supervisory board meetings and committee's meetings in which he/she is a member, neither shall influence his/her responsibility determined by law.
• 1. The members of the supervisory board shall be entitled to the reimbursement of travel costs, overnight accommodation cost and other administrative costs emerging in relation to the performance of their task in the supervisory board or in connection with other professional events related to the Company (as for instance participation at the general meeting of shareholders, business event organised by the Company for its business partners, meeting with relevant Company's stakeholders, participation at training sessions, member fees for associations) which are attended by the supervisory board members while performing their functions for the Company, in a manner and up to the amounts as determined with the Company's by-laws and regulations defining the reimbursement of costs related to work and other untaxed revenues (provisions regulating transfers on business trips and overnight accommodation on business trips). Costs of overnight accommodation can be reimbursed only if the distance between the permanent or temporary place of residence of the supervisory board's member or member of the supervisory board's commission and the location where the work is performed is at least 100 kilometres; if the member could not return home because no public means of transport were operating at that time or due to other objective reasons.
• 1. This resolution shall come into force and shall begin to be applied on the date of its adoption by the General Meeting of Shareholders. With the adoption of the present resolution, the resolution no. 6 as adopted by the General Meeting of Shareholders on 21 August 2015, shall be cancelled.

No. of present shares with voting rights	10.351.288
IN FAVOUR OF the proposed resolution	10.307.172
AGAINST the proposed resolution	44.116
ABSTAINED	529

The resolution was adopted in the proposed wording.

5. Acquaintance with the findings from the special auditor's report concerning the management of individual operations executed with the providers of port services

The proposed resolution:

The General Meeting of Shareholders is acquainted with the findings from the special auditor's report prepared by the special auditor PriceWaterhouseCoopers, podjetje za revizijo in druge finančno računovodske storutve, d.o.o. concerning the management of individual operations executed with the providers of port services.

No. of present shares with voting rights	10.351.288
IN FAVOUR OF the proposed resolution	10.322.256
AGAINST the proposed resolution	29.032
ABSTAINED	529

The resolution was adopted in the proposed wording.

6. Vote of no confidence in the management board

The proposed resolution:

The General Meeting of Shareholders passes a vote of no confidence in the president of the management board of the company Luka Koper, d.d., Dragomir Matić, in the member of the management board Irena Vincek and in the member of the management board Andraž Novak.

No. of present shares with voting rights	10.351.015
IN FAVOUR OF the proposed resolution	10.267.213
AGAINST the proposed resolution	83.802
ABSTAINED	802

The resolution was adopted in the proposed wording.

The following challenging actions were declared at the General Meeting of Shareholders:

Shareholder VZMD (PanSlovenian Shareholders' Association), challenged all adopted resolutions.

Koper, 28 December 2017