Cinkarna Celje

AGM Information • Jun 15, 2023

The text is an informative translation of the original in Slovene.

NOTICE OF 27th GENERAL MEETING RESOLUTIONS

In accordance with Articles 124, 130 and 152 of the Market in Financial Instruments Act and Articles 7 and 17 of the Regulation (EU) No. 596/2014 the Management Board of Cinkarna Celje, d.d., Kidričeva ulica 26, 3000 Celje, Reg. no. 5042801000, Tax no. SI 15280373, publishes the resolutions of the 27th General Meeting of Shareholders of Cinkarna Celje, d.d. that was held on 14 June 2023.

The total number of shares voting at the General Meeting for draft resolution no. 1 was 4.588.106, representing 58,73 % of the total shares with voting rights.

The total number of shares voting at the General Meeting for draft resolution no. 2 and onward was 4.942.747, representing 63,27 % of the total shares with voting rights.

Adopted General Meeting resolutions.

1. Opening of the General Meeting, election of the working bodies and determination of attendance.

DRAFT RESOLUTION no. 1.:

The lawyer Stojan Zdolšek is elected as the Chairman of the General Meeting and the IXTLAN FORUM, d.o.o. company is elected as the Teller.

The resolution was adopted.

There were 4.558.592 votes cast on the proposed resolution, equivalent to the same number of shares, which represents 56,420 % of the share capital. There were 4.558.592 votes in favour of the proposed resolutions representing 100 % of all votes cast. There were no votes against the proposed resolutions representing. There were 29.514 abstentions.

2. Notification of the General Meeting of the Audited Annual Report for the Financial Year 2022, the Auditor's Report, the Report of the Supervisory Board for 2022, and the Report on the Remuneration of Management and Supervisory Bodies of CINKARNA Celje, d.d. for 2022, adoption of the Resolution on the Allocation of Accumulated Profit for 2022, and the granting of discharge to the members of the Management Board and the Supervisory Board for 2022.

Voting was performed separately for each individual resolution as follows:

DRAFT RESOLUTION no. 2.1.:

The General Meeting takes note and approves the Report on the Remuneration of the Management and Supervisory Bodies of CINKARNA Celje, d.d. for 2022.

The resolution was adopted.

There were 4.942.737 votes cast on the proposed resolution, equivalent to the same number of shares, which represents 61,174 % of the share capital. There were 4.540.281 votes in favour of the proposed resolutions representing 91,858 % of all votes cast. There were 402.456 votes against the proposed resolutions representing 8,142 % of all votes cast. There were 10 abstentions.

DRAFT RESOLUTION no. 2.2.:

Resolution under no. 2.2 was not adopted.

DRAFT RESOLUTION no. 2.3.:

The General Meeting grants discharge to the members of the Management Board for the financial year 2022.

The resolution was adopted.

There were 4.865.693 votes cast on the proposed resolution, equivalent to the same number of shares, which represents 60,221 % of the share capital. There were 4.836.593 votes in favour of the proposed resolutions representing 99,402 % of all votes cast. There were 29.100 votes against the proposed resolutions representing 0,598 % of all votes cast. There were 77.054 abstentions.

DRAFT RESOLUTION no. 2.4.:

The General Meeting grants discharge to the members of the Supervisory Board for the financial year 2022.

The resolution was adopted.

There were 4.890.913 votes cast on the proposed resolution, equivalent to the same number of shares, which represents 60,533 % of the share capital. There were 4.846.293 votes in favour of the proposed resolutions representing 99,088 % of all votes cast. There were 44.620 votes against the proposed resolutions representing 0,912 % of all votes cast. There were 51.834 abstentions.

3. The Remuneration Policy for the Management and Supervisory Bodies of CINKARNA Celje, d.d.

Resolution under no. 3. was not adopted.

4. Authorisation to acquire own shares

Resolutions under no. 4.1 and 4.2. were not adopted.

5. Report on the Acquisition of Own Shares

DRAFT RESOLUTION no. 5.:

The General Meeting takes note that the company has not acquired additional own shares since the last regular General Meeting.

There was no vote on this item, as the resolution is of an informative nature.

6. Notification of the General Meeting of a new member of the Supervisory Board – Workers' Representative

DRAFT RESOLUTION no. 6.:

The General Meeting takes note that at its 12th meeting held on 7 March 2023, the Works Council elected Aleš Stevanovič as the Workers' Representative in the Supervisory Board for a five (5) year term of office commencing on 8 March 2023.

The resolution was adopted.

There were 4.904.543 votes cast on the proposed resolution, equivalent to the same number of shares, which represents 60,702 % of the share capital. There were 4.893.553 votes in favour of the proposed resolutions representing 99,776 % of all votes cast. There were 10.990 votes against the proposed resolutions representing 0,224 % of all votes cast. There were 38.204 abstentions.

Announced contested lawsuits

At the general meeting, a contested lawsuit was announced by Društvo Mali delničarji Slovenije (Društvo MDS), Tomšičeva ulica 1, 1000 Ljubljana, which announced a contested lawsuit against the non-voting of the resolution under item 2.2 (use of retained earnings) and against the decision to grant discharge to the management (resolution under item 2.3). and the supervisory board (resolution under item 2.4).

Major shareholders present or represented at the General Meeting:

	Shareholder	No. of votes	Percentage
1.	SDH, d.d., Mala ulica 5, 1000 Ljubljana	1.974.540	25,28 %
2.	Modra zavarovalnica, d.d., Dunajska cesta 119, 1000 Ljubljana	1.629.630	20,86 %
3.	TR5 d.o.o., Trnovec 24A, 1215 Medvode	314.736	4,03 %
4.	Kritni sklad Prvega pokojninskega sklada, Dunajska cesta 119,	167.050	2,14 %
	1000 Ljubljana
5.	NLB skladi – Slovenija mešani, Tivolska cesta 48, 1000 Ljubljana	109.200	1,40 %

Notice of General Meeting resolutions will also be published on the company's official website www.cinkarna.si on 14 June 2023 and shall be available for at least 5 years.

Management Board of CINKARNA Celje, d.d.