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Intereuropa AGM Information 2021

Jul 5, 2021

1982_rns_2021-07-05_6e883bf2-d29e-4951-9621-d64904c56569.pdf

AGM Information

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MANAGEMENT BOARD Koper, 2 July 2021

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 36 th General Meeting of INTEREUROPA d.d., held on 2 July 2021

There were 25,395,767 shares represented at the General Meeting of Shareholders, accounting for 92.45% of shares with voting rights.

The five biggest shareholders attending the General Meeting:

    1. Pošta Slovenije d.o.o.: with 22,235,236 shares with voting rights, or 80.94% of all voting rights;
    1. Luka Koper, d.d.: with 1,344,783 shares with voting rights, or 4.90% of all voting rights;
    1. Kapitalska družba d.d.: with 719,797 shares with voting rights, or 2.62% of all voting rights;
    1. Luka Koper INPO d.o.o.: with 615,730 shares with voting rights, or 2.24% of all voting rights;
    1. SDH d.d.: with 474,926 shares with voting rights, or 1.73% 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.

An invited notary shall be present at the General Meeting of Shareholders.

Result of the Vote

The Resolution put to vote was supported by 25,395,767 shares in favour, which represents 92.39% of the share capital.

In favour of the Resolution voted 25,395,767 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 the Intereuropa Group and Intereuropa, d. d. for 2020 with 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, including the Supervisory Board's position regarding the report on relations with affiliated companies for 2020, as well as information regarding the remuneration of members of management and supervisory bodies, and the adoption of resolutions on the use of distributable profit and on the conferral of approval

Conter-proposition to (resolution under) agenda item 2 submitted by the shareholder ' The Pan-Slovenian Shareholders' Association (VZMD), Ljubljana

Conter-proposition to Resolution no. 2.1

The distributable profit of Intereuropa, d. d. in the amount of EUR 9,987,873.36 shall be used as follows:

  • − A portion of distributable profit in the amount of EUR 106,579.65 shall be used to pay dividends (preference shares). The gross dividend per share shall be EUR 0.01.
  • − A portion of distributable profit in the amount of EUR 6,597,312.72 shall be used to pay dividends (ordinary and preference shares). The gross dividend per share shall be EUR 0.24.
  • − The remainder of distributable profit in the amount of EUR 3,283,980.99 shall remain undistributed.

Dividends shall be paid on 18 August 2021 to shareholders entered in the share register on 17 August 2021 (cut-off date).

Result of the Vote

The Resolution put to vote was supported by 25,395,767 shares in favour, which represents 92.39% of the share capital.

In favour of the Resolution voted 1,965,808 of shares or 7.74%, against the Resolution were 23,429,959 shares or 92.26% of the votes cast. There were no abstentions.

Resolution was not adopted.

At 1.38 pm shareholder Bojan Tavčar left the General Meeting so the quorum changed. 25,390,667 shares were represented, i.e. 92.43% of the shares with voting rights.

As the Counter-Proposition was not passed, the resolution proposed by the Managing Board and by the Supervisory Board was put to vote.

Resolution no. 2.1

The distributable profit of Intereuropa, d. d. in the amount of EUR 9,987,873.36 shall remain undistributed.

Result of the Vote

The Resolution put to vote was supported by 25,390,667 shares in favour, which represents 92.37% of the share capital.

In favour of the Resolution voted 23,429,959 of shares or 92.28%, against the Resolution were 1,960,708 shares or 7.72% of the votes cast. There were no abstentions.

Resolution was adopted.

The shareholder Pan-Slovenian Shareholders' Association has announced a challenging action against the resolution on the use of distributable profit.

Resolution no. 2.2

The General Meeting of Shareholders hereby confirms and approves the work of Intereuropa, d. d.'s Management Board during the 2020 financial year, and confers official approval on the latter for its work in 2020.

Result of the Vote

The Resolution put to vote was supported by 25,390,667 shares in favour, which represents 92.37% of the share capital.

In favour of the Resolution voted 25,390,667 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 of Shareholders hereby confirms and approves the work of Intereuropa, d. d.'s Supervisory Board during the 2020 financial year, and confers official approval on the latter for its work in 2020.

Result of the Vote

The Resolution put to vote was supported by 25,390,667 shares in favour, which represents 92.37% of the share capital.

In favour of the Resolution voted 25,390,667 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.

Management Board of INTEREUROPA d.d.