Luka Koper

AGM Information • Jun 26, 2025

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 39 th General Meeting of Shareholders of LUKA KOPER, d. d. held on 24 June 2025.

Resolutions of the 39 th General Meeting of Shareholders

Out of the total of 14,000,000 Company's shares, there were 10,722,596 ordinary no-par value shares present at the General Meeting of Shareholders, corresponding to 76.62 % 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 72.49 %.

	No. of votes	%
Republic of Slovenia	7,140,000	51.02 %
SDH, d. d. (Slovenian Sovereign Holding)	1,557,857	11.13 %
Kapitalska družba, d. d.	696,579	4.98 %
Municipality of Koper	439,431	3.14 %
OTP Banka d. d. - client account	309,799	2.21 %
Total	10,143,666	72.49 %

1. Opening of the General Meeting of Shareholders and election of the working bodies;

The proposed resolution:

Mr. Stojan Zdolšek, attorney-at-law from Ljubljana, 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 Ms. Nina Ferligoj from Koper.

IN FAVOUR OF (FOR) the proposed resolution	10,722,596
AGAINST the proposed resolution	0
ABSTAINED	50

2. Presentation of the Annual Report for 2024 with auditor's opinion and the report of the supervisory board on the results of the 2024 Annual Report examination; report on the remuneration of the members of the company's management and supervisory bodies in 2024;

The general meeting of shareholders is notified of the Company's annual report for the business year 2024 and with the written report of the supervisory board concerning the approval of the 2024 annual report.

The proposed resolution:

The General Meeting of Shareholders is acquainted with the Report on the remuneration of the members of the Company's management and supervisory bodies in 2024 and approves it.

IN FAVOUR OF (FOR) the proposed resolution	10,231,955
AGAINST the proposed resolution	2,200
ABSTAINED	488,491

3. Appropriation of distributable profit of the financial year 2024 and granting of discharge to the management and supervisory bodies;

3.1. The proposed resolution on appropriation of distributable profit:

The distributable profit amounting as at 31 December 2024 to EUR 45,491,178.69 is to be appropriated as follows: a part of distributable profit in the amount of EUR 29,400,000.00 is to be appropriated for the paying out of dividends in the gross amount of EUR 2.10 per ordinary share; the remaining portion of distributable profit totalling EUR 16,091,178.69 is to remain unappropriated.

The Company shall pay out dividends on 29 August 2025 to all shareholders entered as holders of the shares in the Central Book-Entry Securities Register with the KDD as of the end of 28 August 2025.

IN FAVOUR OF (FOR) the proposed resolution	10,722,596
AGAINST the proposed resolution	0
ABSTAINED	50

3.2. The proposed resolution on granting of discharge to the Management Board:

The General Meeting of Shareholders grants discharge to the Management Board for the financial year 2024.

IN FAVOUR OF (FOR) the proposed resolution	10,713,965
AGAINST the proposed resolution	8,631
ABSTAINED	50

3.3. The proposed resolution on granting of discharge to the Supervisory Board:

The General Meeting of Shareholders grants discharge to the Supervisory Board for the financial year 2024.

IN FAVOUR OF (FOR) the proposed resolution	10,716,887
AGAINST the proposed resolution	5,709
ABSTAINED	50

4. Appointment of the auditor to provide limited assurance on the consolidated sustainability report of the Luka Koper Group for the financial year ending on 31 December 2025

The proposed resolution:

The General Meeting of Shareholders appoints the audit firm BDO Revizija, d.o.o., Cesta v Mestni trg 1, 1000 Ljubljana, to provide limited assurance on the consolidated sustainability report of the Luka Koper Group for the financial year ending on 31 December 2025.

IN FAVOUR OF (FOR) the proposed resolution	10,721,861
AGAINST the proposed resolution	735
ABSTAINED	50

5. Adoption of the Rules of Procedure regulating the work of the General Meeting

The proposed resolution:

The General Meeting adopts new rules of procedure of the General Meeting, which completely replace the rules of procedure of the General Meeting of 25 July 1996, as set out in the annex to the material for this item.

IN FAVOUR OF (FOR) the proposed resolution	10,418,275
AGAINST the proposed resolution	2,998
ABSTAINED	301,373

6. Determination of the remuneration and attendance fees of the members of Supervisory Board and Supervisory Board Committees

The proposed resolution for the determination of the remuneration and attendance fees of the members of the Supervisory Board and members of the Supervisory Board Committees:

1. Members of the Supervisory Board shall receive attendance fees for attending a Supervisory Board meeting which shall amount to EUR 360 gross per Supervisory Board member. Each member of the Supervisory Board Committee shall receive an attendance fee for attending the Committee meeting in the amount of 80% of the Supervisory Board attendance fee. The attendance fee for a correspondence meeting shall be 80% of the attendance fee otherwise payable. Notwithstanding the foregoing, and therefore irrespective of the number of meetings attended, each member of the Supervisory Board shall be entitled to the payment of attendance fees in each financial year until the total amount of attendance fees reaches 50% of the basic remuneration for the performance of the duties of a member of the Supervisory Board on an annual basis. Notwithstanding the foregoing, and therefore irrespective of the number of Supervisory Board meetings and Supervisory Board Committees attended, an individual member of the Supervisory Board who is a member of a Supervisory Board Committee(s) shall be entitled to the payment of an attendance fee in each financial year until the total amount of the attendance fees arising from attendance at Supervisory Board meetings and Supervisory Board Committees reaches 75% of the basic remuneration for the performance of the duties of a member of the Supervisory Board on an annual basis.

2. In addition to the attendance fees, the members of the Supervisory Board shall receive a basic remuneration for the performance of their duties of EUR 21,000 gross per member per year. The Chairman of the Supervisory Board shall also be entitled to a supplement of 50% of the basic remuneration for the performance of his/her duties as a member of the Supervisory Board and the Vice-Chairman/Deputy Chairman of the Supervisory Board to a supplement of 10% of the basic remuneration for the performance of his/her duties as a member of the Supervisory Board.

Members of Supervisory Board Committee(s) shall receive an additional payment for the performance of their duties, which, for each committee member, shall amount to 25% of the basic remuneration for the performance of duties as a Supervisory Board member. The Chairman of the Supervisory Board Committee shall be entitled to an additional payment for the performance of his/her duties equal to 37.5% of the basic remuneration for the office of a Supervisory Board member. Notwithstanding the above, and therefore irrespective of the number of committees of which he/she is a member or chairs, each member of a Supervisory Board Committee shall be entitled to receive an additional payment in each financial year until the total amount of such additional payments reaches

50% of the basic remuneration for the performance of Supervisory Board member duties on an annual basis. If the term of office of a member of the Supervisory Board is less than one financial year and he/she is also a member of a Supervisory Board committee, he/she shall, notwithstanding the foregoing and therefore irrespective of the number of committees of which he/she is a member or chairs, be entitled to an additional payment for the performance of his/her duties during the financial year, until the aggregate amount of such additional payments reaches 50% of the basic remuneration for the office of the Supervisory Board member in question in respect of the period of time during which his/her term of office was completed and in respect of the financial year in question.

1. In addition to the above, members of the Supervisory Board shall also be entitled to an additional payment for special tasks. Special tasks of a member of the Supervisory Board are those which involve the actual performance of unusual tasks of above-average complexity over a prolonged period of time, normally lasting at least one month. The Supervisory Board is hereby authorised to decide, with the consent of each member of the Supervisory Board, on the assignment of special tasks to each member of the Supervisory Board, the duration of the special tasks and the additional payment for special tasks in accordance with this resolution of the General Meeting. The Supervisory Board is hereby authorised to decide on additional payments for special tasks of Supervisory Board members due to the objective circumstances of the Company. Additional payments for special tasks shall be permissible only for the period during which the special tasks are actually performed, which the Supervisory Board may exceptionally decide on retrospectively (in particular in the case of special tasks due to the Company's objective circumstances), but no longer than for the preceding financial year. The additional payments for special tasks may amount to a maximum of 50% of the basic remuneration for the performance of the Supervisory Board member's duties in any one year for each Supervisory Board member in total (irrespective of the number of special tasks). For each special task, the additional payment shall be determined by considering the complexity of the task and the resulting increased workload and responsibility. The additional payments shall always be pro-rated accordingly to the period of actual performance of the specific task.

2. The members of the Supervisory Board shall receive their basic remuneration, an additional payment for the performance of their duties and an additional payment for special tasks in proportionate monthly payments to which they are entitled for as long as they hold office and/or perform the special task(s). The monthly remuneration shall be one-twelfth of the above annual amounts. The additional payment for special tasks may, depending on the circumstances, also be paid in a single lump sum after the special tasks have been carried out.

3. The limitation of the total amounts of attendance fees or additional payments payable to a member of the Supervisory Board shall in no way affect the member's duty to actively participate in all meetings of the Supervisory Board and Supervisory Board Committees of which he/she is a member, and to exercise his/her statutory responsibility.

4. Members of the Supervisory Board shall be entitled to reimbursement of travel and accommodation expenses incurred in connection with their work on the Supervisory Board up to the amount laid down in the Rules governing the reimbursement of expenses relating to work and other income not included in the tax base (provisions applicable to travel expenses and accommodation expenses on business trips). The amount due to a member of the Supervisory Board under the abovementioned provision shall be expressed in a gross amount, so that the net payment represents reimbursement of the actual travel expenses incurred. For the purpose of determining mileage, the distances between places calculated on the public website of the AMZS shall be considered. Accommodation expenses may be reimbursed only if the distance between the permanent or temporary residence of a member of the Supervisory Board or of a member of a Supervisory Board Committee and the place of work of the Supervisory Board is at least 100 kilometres, if he/she was unable to return because the timetable no longer foresaw a journey by public transport, or for other objective reasons.

5. This Resolution shall enter into force and apply from the date of its adoption at the General Meeting. It cancels Resolution no. 3 adopted by the General Meeting on 28 December 2017.

IN FAVOUR OF (FOR) the proposed resolution	1,290,863
AGAINST the proposed resolution	9,431,733
ABSTAINED	50

7. Presentation of the Company's Works Council resolution on the election of workers' representatives to the Supervisory Board

The proposed resolution:

The General Meeting takes note of the resolution of the Works Council of Luka Koper, d. d. of 19 February 2025, which states that the Works Council has elected Mladen Jovičić as the workers' representative on the Supervisory Board for a period of four (4) years, from 8 April 2025 onwards.

IN FAVOUR OF (FOR) the proposed resolution	10,168,568
AGAINST the proposed resolution	64,962
ABSTAINED	489,116

In Koper, on 24 June 2025