Intereuropa — AGM Information 2019

Jun 28, 2019

THE MANAGING BOARD Koper, 27 June 2019

The Managing Board of the Company INTEREUROPA d.d., Koper is publishing pursuant to the provisions of the Market in Financial Instruments Act /ZTFI, the Ljubljana Stock Exchange Rules (Pravila Ljubljanske borze d.d.), and the Corporate Governance Code of Public Limited Companies, the

Resolutions of the 32 nd Annual General Meeting of INTEREUROPA d.d., Koper, held on 27 June 2019

There were 22,583,314 shares represented in the General Meeting, which stands for 82.21% of the share capital with voting rights.

The five biggest shareholders attending the General Meeting:

• 1. SID banka, d.d., Ljubljana: with 4,942,072 shares with voting rights, or 17.99% of all voting rights;
• 1. NLB d.d., Ljubljana: with 4,770,601 shares with voting rights, or 17.37% of all voting rights;
• 1. Nova KBM d.d., Ljubljana: with 4,036,044 shares with voting rights, or 14.69% of all voting rights;
• 1. Gorenjska banka d.d., Kranj: with 3,068,990 shares with voting rights, or 11.17% of all voting rights;
• 1. SKB banka d.d., Ljubljana: with 2,254,980 shares with voting rights, or 8.21% of all voting rights;

As at the day of the General Meeting, the company held 18,135 treasury shares.

The following Resolutions were proposed to the General Meeting:

1. Opening, establishing the quorum, electing the working bodies of the General Meeting

• Mr Matjaž Ujčič be elected Chairman of the General Meeting;
• To establish the quorum and exercise the voting after each item of the agenda, two tellers are appointed, Mrs Mateja Tevž and Mrs Jana Flego.

The General Meeting will be attended by the Notary Mrs. Nana Povšič Ružić.

Result of the Vote

The Resolution put to vote was supported by 22,583,314 shares in favour, which represents 82.16% of the capital represented.

In favour of the Resolution voted 22,583,314 of shares or 100.00%, against the Resolution were 0 shares or 0.00% of the votes cast.

There were no abstentions. Resolution was adopted.

2. Briefing on the annual report of Intereuropa d.d. and the Intereuropa Group for 2018, the auditor's opinion and written report of the Supervisory Board on the verification and approval of the annual report in accordance with Article 282 of the ZGD-1, as well as information regarding the remuneration of members of management and supervisory bodies and adoption of a resolution on the use of distributable profit and on the conferral of approval

Resolution no. 2.1

The distributable profit of Intereuropa d.d. in the amount of EUR 4,034,131.80 will remain undistributed.

Result of the Vote

The Resolution put to vote was supported by 22,583,314 shares in favour, which represents 82.16% of the capital represented.

In favour of the Resolution voted 22,583,314 of shares or 100.00%, against the Resolution were 0 shares or 0.00% of the votes cast.

There were no abstentions.

Resolution was adopted.

Resolution no. 2.2

The General Meeting confirms and approves the work of Intereuropa d.d.'s Managing Board during the 2018 financial year, and confers official approval on the latter for its work in 2018.

Result of the Vote

The Resolution put to vote was supported by 22,583,314 shares in favour, which represents 82.16% of the capital represented. In favour of the Resolution voted 22,583,314 of shares or 100.00%, against the Resolution were 0 shares or 0.00% of the votes cast. There were no abstentions. Resolution was adopted.

Resolution no. 2.3

The General Meeting confirms and approves the work of Intereuropa d.d.'s Supervisory Board during the 2018 financial year, and confers official approval on the latter for its work in 2018.

Result of the Vote

The Resolution put to vote was supported by 22,583,314 shares in favour, which represents 82.16% of the capital represented.

In favour of the Resolution voted 22,583,314 of shares or 100.00%, against the Resolution were 0 shares or 0.00% of the votes cast. There were no abstentions.

Resolution was adopted.

3. Appointment of the certified auditor for the 2019, 2020 and 2021 financial years

Resolution no. 3

The audit firm Ernst & Young, Revizija, d. o. o. will be appointed to audit the financial statements of Intereuropa d.d. and the Intereuropa Group for the 2019, 2020 and 2021 financial years.

Result of the Vote

The Resolution put to vote was supported by 22,583,314 shares in favour, which represents 82.16% of the capital represented.

In favour of the Resolution voted 22,583,314 of shares or 100.00%, against the Resolution were 0 shares or 0.00% of the votes cast.

There were no abstentions.

Resolution was adopted.

4. Appointment of a new member to the Supervisory Board

Resolution no. 4.1

Jože Golobič shall be appointed to serve as member of the Supervisory Board and shareholder representative for a four-year term of office, effective 27 June 2019.

Result of the Vote

The Resolution put to vote was supported by 21,388,591 shares in favour, which represents 77.81% of the capital represented. In favour of the Resolution voted 21,388,591 of shares or 100.00%, against the Resolution were 0 shares or 0.00% of the votes cast. There were 1,194,723 abstentions. Resolution was adopted.

5. Amendment to the Articles of Association of Intereuropa d.d.

Resolution no. 5.1

The following amendments to the Articles of Association shall be adopted:

Point 5.13 shall be deleted.

Point 6.8 shall be amended to read:

The Company shall be represented jointly by the President of the Managing Board and one member of the Managing Board or by two Managing Board members jointly. If the Company has a procurator, he or she shall represent the Company together with the President or member of the Managing Board.

Point 6.11 shall be amended to read:

The Managing Board shall adopt rules of procedure for its work. If the Supervisory Board, by way of a resolution on the election of a Managing Board member, also determines the work area of a Managing Board member, the Managing Board shall observe the decision of the Supervisory Board when distributing the work areas to Managing Board members in the Rules of Procedure.

Point 12.2 shall be amended to read:

The Company's general acts shall apply provided that they are not in contravention of these Articles of Association. The Company's Managing Board shall be responsible for ensuring compliance of the general acts with the Company's Articles of Association.

Result of the Vote The Resolution put to vote was supported by 22,583,314 shares in favour, which represents 82.16% of the capital represented. In favour of the Resolution voted 22,583,314 of shares or 100.00%, against the Resolution were 0 shares or 0.00% of the votes cast. There were no abstentions. Resolution was adopted.

Resolution no. 5.2

On the basis of the adopted amendments to the Company's Articles of Association, a fair copy of the Articles of Association of Intereuropa d.d. shall be adopted with the amended first paragraph of point 12.1 of the Company's Articles of Association, which reads:

12.1 These Articles of Association shall enter into force on the day they are entered in the Companies Register. On the day these Articles of Association enter into force, the consolidated text of the Articles of Association of Intereuropa d.d. of 19 June 2015 (nineteenth of June, two thousand and fifteen) shall cease to be valid, and shall be entirely replaced by the wording of these Articles of Association.

Result of the Vote

The Resolution put to vote was supported by 22,583,314 shares in favour, which represents 82.16% of the capital represented.

In favour of the Resolution voted 22,583,314 of shares or 100.00%, against the Resolution were 0 shares or 0.00% of the votes cast.

There were no abstentions.

Resolution was adopted.

INTEREUROPA d.d President of the Managing Board Ernest Gortan