Intereuropa

Governance Information • Apr 28, 2022

1.8 CORPORATE GOVERNANCE STATEMENT

Intereuropa, d. d. is a public limited company, i.e. a public-interest entity, with a two-tier governance system. Corporate governance is based on the laws of the Republic of Slovenia, the Articles of Association, internal acts and the Corporate Governance Policy of Intereuropa, d. d. The Company's Articles of Association and other key governance documents are accessible on the Company's website at www.intereuropa.si, in the 'Corporate Governance' section under the 'Investors' tab. The principal guidelines of corporate governance are transparent operations, the clear segregation of responsibilities and tasks between bodies, continuous concern for the independence and loyalty of the members of management and supervisory bodies, and the continuous monitoring and implementation of improvements to increase the effectiveness of governance.

In 2021, the Company applied the Slovenian Corporate Governance Code, which was adopted by the Ljubljana Stock Exchange and the Slovenian Directors' Association on 27 October 2016, as its reference code.

1.8.1 GENERAL MEETING OF SHAREHOLDERS

The Company's share capital is divided into 16,830,838 ordinary registered no-par-value shares and 10,657,965 nopar-value preference shares. Each no-par-value share represents the same stake and corresponding amount in the Company's share capital. The stake of individual no-par-value shares in the Company's share capital is determined with respect to the number of no-par-value shares issued. No-par-value shares may not be split.

Ordinary no-par-value shares provide their holders the following rights:

• the right to participate in the management of the Company (voting right);
• the right to a share in profits; and
• the right to a proportional share of the assets remaining after the Company's liquidation or bankruptcy.
• No-par-value preference shares provide their holders the following rights:
• the right to a share in profits; and
• the right to a corresponding portion of residual assets after the liquidation or bankruptcy of the Compan.

Preference shares give their holders priority in the sharing of profits in the amount of EUR 0.01 (zero point zero one; preferential amount) per share. The preferential amount is paid out in addition to the share in profits received by the holders of ordinary shares, in accordance with the relevant resolution on the use of distributable profit.

1.8.1.1 Functional bases and method of convocation

Shareholders exercise their right to participate in the management of the Company at the General Meeting of Shareholders. The competences, responsibilities and functioning of the General Meeting of Shareholders are governed by the Companies Act, the Company's Articles of Association and the Rules of Procedure of the General Meeting of Shareholders, which are published on the Company's website in the 'Corporate Governance' section under the 'Investors' tab.

The General Meeting of Shareholders may be convened by the Company's Management Board at its own initiative, or at the request of the Supervisory Board or shareholders. The annual General Meeting of Shareholders is typically convened by the end of June every year. The Company informs shareholders in a timely manner about the convocation of the General Meeting of Shareholders, which is published on the websites of the AJPES and Intereuropa, d. d., and via the Ljubljana Stock Exchange's SEOnet system.

Materials for the General Meeting of Shareholders, including proposed resolutions for all items on the agenda, are available for viewing at the Company's headquarters in Koper, in the Ljubljana Stock Exchange's SEOnet system and on the Company's website in the 'Corporate Governance' section under the 'Investors' tab, from the date of convocation until the day the General Meeting of Shareholders is held. Proposed resolutions also include the relevant justifications, which provide shareholders sufficient information to make prudent decisions.

Intereuropa, d. d. encourages all major shareholders to publicly disclose their governance policy. To that end, in the scope of the convocation of the General Meeting of Shareholders, the Company also publishes a call to major shareholders to publicly disclose, at a minimum, their voting policy, the type and frequency of governance activities, and the dynamics of communication with the Company's management and supervisory bodies.

The main competences of the General Meeting of Shareholders are as follows:

• the adoption of the annual report;
• decisions regarding the use of distributable profit;
• the appointment and recall of members of the Supervisory Board;
• the approval of the remuneration policy for management and supervisory bodies;
• the conferral of official approval on the members of management or supervisory bodies;
• decisions regarding amendments to the Articles of Association;
• decisions regarding measures to increase and decrease capital;
• decisions regarding the winding-up of the Company, and corporate status transformations; and
• appointment of a legally certified auditor.

In most cases, the General Meeting of Shareholders makes decisions by a majority of votes cast. The General Meeting of Shareholders makes decisions regarding certain important matters with a three quarters majority of represented share capital. Those matters include:

• changes and amendments to the Articles of Association;
• decreases or increases in share capital;
• changes to the Company's status;
• the early recall of members of the Supervisory Board; and
• other cases, if so provided for by law or the Company's Articles of Association.

1.8.1.2 Conditions for attendance and communication with shareholders

Only shareholders entered in the Company's share register (managed by the Central Securities Clearing Corporation or KDD) and their authorised representatives or proxies who have registered to attend in writing by no later than the close of business on the fourth day prior to the General Meeting of Shareholders have the right to attend and exercise voting rights at the General Meeting of Shareholders. Each share entitles its holder to one vote. Only the holders of ordinary no-par-value shares have the right to vote. The holders of preference shares do not have voting rights, unless the preference amount is not paid within one year, or is not paid in full and the remainder is not paid the following year. Preference shareholders have voting rights until that remainder is paid.

With the Supervisory Board's consent, the Management Board may stipulate in the convening of the General Meeting of Shareholders that shareholders may participate in and cast votes before or at the General Meeting of Shareholders by electronic means, without being physically present. The Company's Articles of Association authorises the Company's Management Board to arrange in detail the process of casting votes or participating in the General Meeting of Shareholders without being physically present, depending on the requirements and limitations needed to determine the identity of shareholders and ensure secure electronic communications in a way that is proportionate with the achievement of those objectives.

Intereuropa, d. d. encourages the active participation of the maximum number of small shareholders at the General Meeting of Shareholders. Thus, the materials published when the General Meeting of Shareholders is convened also include sample registration and authorisation forms. The Company's website also has an 'Investors' tab, where small shareholders and other investors will find information regarding corporate governance and annual and interim reports, in addition to information regarding the General Meeting of Shareholders.

Shareholders are briefed on adopted resolutions immediately following the conclusion of the General Meeting of Shareholders, on the Company's website and in the Ljubljana Stock Exchange's SEOnet system.

1.8.1.3 General Meeting of Shareholders in 2021

Three general meetings were convened in 2021. In accordance with paragraph 2 of Article 315 of the ZGD-1, the holders of preference shares held voting rights at all three General Meeting of Shareholders.

The 35th General Meeting of Shareholders of Intereuropa, d. d. was convened on 31 May 2021. A total of 90.21% of shareholders with voting rights were present. Shareholders at the General Meeting of Shareholders discussed the following points and adopted the following significant resolutions:

• They were briefed on the resignation of Supervisory Board Chairman Mr Boris Novak, MSc and appointed Mr Tomaž Kokot as new member of the Supervisory Board and shareholder representative.
• They adopted changes to the Articles of Association with which a general meeting of shareholders can be held without the physical presence of shareholders, and a few other editorial corrections to the Articles of Association.

The 36th annual General Meeting of Shareholders of Intereuropa, d. d. was convened on 2 July 2021. A total of 92.45% of shareholders with voting rights were present. Shareholders at the General Meeting of Shareholders discussed the

following points and adopted the following significant resolutions:

• They were briefed on the annual report of the Intereuropa Group for 2020, together with the auditor's opinion, and on the Supervisory Board's written report on the verification of the annual report compiled for 2020 and the Supervisory Board's position regarding the report on relations with affiliated companies for 2020.
• They were also briefed on the remuneration of management body members.
• The shareholders adopted a resolution, whereby the entire distributable profit in the amount of EUR 9,987,873.36 will remain undistributed.
• They approved the work of the Company's Supervisory Board and Management Board during the 2020 financial year, and conferred official approval on both bodies for their work in 2020.

The shareholder Pan-Slovenian Shareholders' Association announced a challenging action against the resolution on the use of distributable profit, which was not filed by the legally prescribed deadline.

The 37th General Meeting of Shareholders was convened on 18 November 2021 on the proposal of shareholder Pošta Slovenije, d. o. o. A total of 87.15% of shareholders with voting rights were present. Shareholders at the General Meeting of Shareholders discussed the following points and adopted the following significant resolutions:

• They were briefed on the resignations of Supervisory Board members and shareholder representatives Mr Andrej Rihter, MSc and Mr Vinko Filipič.
• They also adopted a resolution to recall Supervisory Board member and shareholder representative Mr Milan Perović.
• Shareholders elected three new members of the Supervisory Board and shareholder representatives: Mrs Karmen Lebe Grajf, MSc, Mr Sebastijan Gostenčnik, and Mr Gregor Korene.

The full text of resolutions adopted by the General Meeting of Shareholders is available on the Company's website at www.intereuropa.si, in the subsection 'General Meeting of Shareholders' under the 'Investors' tab.

1.8.2 SUPERVISORY BOARD

1.8.2.1 Composition of the Supervisory Board and its committees

Intereuropa, d. d.'s Supervisory Board comprises six members, four of whom are shareholder representatives and two of whom are employee representatives. Members serve a four-year term of office, with the possibility of re-appointment. Supervisory Board members who represent the interests of shareholders are elected by the General Meeting of Shareholders. Employee representatives are elected by the Works Council of Intereuropa, d. d. The General Meeting of Shareholders is merely briefed on their election. The Supervisory Board supervises the management of the Company's operations and is fully liable for the performance of its supervisory function.

TABLE 7: COMPOSITION OF INTEREUROPA, D. D.'S SUPERVISORY BOARD AND ITS COMMITTEES DURING THE 2021 FINANCIAL YEAR

First name and surname	(Chairman, deputy, member of the Supervisory Board) Function	Initial appointment to function	End of function/ term of office	employee representative Shareholder/	with respect to total no. Attendance at sessions of SB* sessions	Gender	Nationality	Year of birth	Education
Tomaž Kokot	Chairman of Supervisory Board since 18 June 2021	31 May 2021	30 May 2025	Shareholder representative	10/10****	M	Slovene	1988	Master's degree in economics and business
Karmen Lebe Grajf, MSc	Deputy Chair of the Supervisory Board since 19 November 2021	18 November 2021	17 November 2025	Shareholder representative	5/5****	F	Slovene	1966	Bachelor's and master's degrees in economics
Sebastijan Gostenčnik	Member of Supervisory Board	18 November 2021	17 November 2025	Shareholder representative	5/5****	M	Slovene	1974	Bachelor's degree in economics
Gregor Korene	Member of Supervisory Board	18 November 2021	17 November 2025	Shareholder representative	5/5****	M	Slovene	1982	Bachelor's degree in transport technology, master's degree in intercultural management
Tjaša Benčina	Member of Supervisory Board	20 November 2021	19 November 2025	Employee representative	16/16	F	Slovene	1968	Economist
Zlatka Čretnik	Member of Supervisory Board	20 November 2021	19 November 2025	Employee representative	16/16	F	Slovene	1968	Bachelor's degree in economics (higher education)
Boris Novak, MSc	Chairman of Supervisory Board from 13 Jan 2020 to 31 March 2021	30 December 2019	31 March 2021	Shareholder representative	3/3****	M	Slovene	1963	Bachelor's degree and master's degree in law
Andrej Rihter, MSc	Deputy Chairman of Supervisory Board from 13 January 2020 to 5 September 2021	30 December 2019	5 September 2021	Shareholder representative	11/11****	M	Slovene	1970	Bachelor's degree and master's degree in traffic technology engineering
Vinko Filipič	Member of Supervisory Board	30 December 2019	15 September 2021	Shareholder representative	11/11****	M	Slovene	1971	Bachelor's degree in economics
Milan Perović	Member of Supervisory Board	30 December 2019	18 November 2021	Shareholder representative	11/11****	M	Slovene	1964	Bachelor's degree in economics

First name and surname	Professional profile	Article 23 of the Code (YES/NO) Independence according to	Existence of conflicts of interest during financial year (YES/NO)	Membership on supervisory bodies of other companies	Membership on committees (e.g. audit, human resource, or remuneration)	Chairman /member	Committee with respect to total Attendance at sessions of Audit no. of sessions**	Committee with respect to total Nomination and Remuneration Attendance at sessions of the no. of sessions***
Tomaž Kokot	Corporate governance	No	No	Borzen d.o.o., Športna loterija and Šmarje pri Jelšah Retirement Home Institute	Member of the Nomination and Remuneration Committee (NRC) from 18 June 2021 till 19 November 2021	Member	/	/
mag. Karmen Lebe Grajf	Logistics, procurement and real estate	No	No	/	Member of the Audit Committee since 19 November 2021	Member	2/2****	/
Sebastijan Gostenčnik	Finance and Accounting	No	No	/	Chairman of the Audit Committee, member of the Nomination and Remuneration Committee (NRC) since 19 November 2021	Chairman of the Audit Committee and NRC member	2/2****	2/2****
Gregor Korene	Logistics technology, transport	No	No	Fund for Financing the Decommissioning of Krško Nuclear Power Plant (NEK)	Chairman of the Nomination and Remuneration Committee since 19 November 2021	Chairman of the NRC	/	2/2****
Tjaša Benčina	Finance and logistics	Yes	No	Member of the Supervisory Board of the Municipality of Koper	Member of the Nomination and Remuneration Committee	Member	/	4/4
Zlatka Čretnik	Finance and logistics	Yes	No	/	Member of Audit Committee	Member	8/8	/
mag. Boris Novak	Corporate governance	Yes	No	/	Member of Nomination and Remuneration Committee until 31 March 2021	Member	/	1/1****
mag. Andrej Rihter	Logistics, investments and procurement	Yes	No	SiDG, d. o. o.	Chairman of the Nomination and Remuneration Committee since 13 January 2020	Chairman	/	2/2****
Vinko Filipič	Finance, accounting, controlling, internal auditing, sales and market communication	Yes	No	Športna loterija d.d.	Member of the Audit Committee and Deputy Chairman of the Audit Committee since 13 January 2020	Deputy Chairman	6/6****	/
Milan Perović	Finance and controlling	Yes	No	/	Member of the Audit Committee until 18 November 2021	Chairman	6/6****	/

* The Supervisory Board met at a total of 16 sessions in 2021.

** The Supervisory Board's Audit Committee met at a total of 8 sessions.

*** The Supervisory Board's Nomination and Remuneration Committee met at a total of four sessions.

**** Attended all sessions during their term of office.

TABLE 8: COMPOSITION OF AUDIT COMMITTEE'S EXTERNAL MEMBERS DURING THE 2021 FINANCIAL YEAR

The Supervisory Board had two functioning committees in 2021: the Audit Committee and the Nomination and Remuneration Committee.

1.8.2.2 Audit Committee

The Audit Committee functioned in the following composition until 18 November 2021:

• Milan Perović (chair of Audit Committee);
• Vinko Filipič (deputy chair of Audit Committee until 15 September 2021);
• Zlatka Čretnik (member); and
• Barbara Gorjup, MSc (independent expert and member).

The Audit Committee functioned in the following composition since 19 November 2021:

• Sebastijan Gostenčnik (chair of Audit Committee);
• Karmen Lebe Grajf, MSc (deputy chair of Audit Committee);
• Zlatka Čretnik (member); and
• Barbara Gorjup, MSc (independent expert and member).

The Audit Committee functioned in accordance with its competences, and in the manner set out in the ZGD-1, the Corporate Governance Policy of Intereuropa, d. d., the Internal Audit Department's charter and the Rules of Procedure of the Audit Committee. Details regarding the work of the Audit Committee are presented in the report of the Supervisory Board.

1.8.2.3 Nomination and Remuneration Committee

The Nomination and Remuneration Committee functioned in the following composition until 18 November 2021:

• Andrej Rihter, MSc (chair until 5 September 2021);
• Boris Novak, MSc (member until 31 March 2021);
• Tomaž Kokot (member since 18 June 2021) and
• Tjaša Benčina (member).

The Nomination and Remuneration Committee functioned in the following composition since 19 November 2021:

• Gregor Korene (chair);
• Sebastijan Gostenčnik (member); and
• Tjaša Benčina (member).

The Nomination and Remuneration Committee in 2021 primarily discussed topics relating to the composition of the Management Board, the appointment of the President of the Management Board and reappointment of the Vice-President of the Management Board, and the criteria for the remuneration of Management Board members. The committee's work is presented in more detail in the report of the Supervisory Board.

1.8.2.4 Competences, work method and remuneration of the Supervisory Board

The Supervisory Board functions within the scope of its competences and in the manner set out in the ZGD-1, the Company's Articles of Association and the Rules of Procedure of the Supervisory Board. The Supervisory Board's commitments regarding corporate governance are set out in Intereuropa, d. d.'s Corporate Governance Policy, and include a system for identifying conflicts of interest and ensuring the independence of its members. All members of the Supervisory Board signed a statement underlining their positions on the criteria of independence set out in Annex B: Conflicts of interest in respect of the Slovenian Corporate Governance Code. Those statements are published on the Company's website at www.intereuropa.si.

Regular sessions of the Supervisory Board must be held at a minimum quarterly. The Rules of Procedure of the Supervisory Board define the areas of the aforementioned body's work. The Supervisory Board adopts a tentative work plan at the beginning of the year. It reports to shareholders on its work at the General Meeting of Shareholders.

Information regarding the remuneration of members of the Supervisory Board and its committees during the 2021 financial year is disclosed in the financial report of Intereuropa, d. d., in note no. 32 Other explanations.

1.8.3 MANAGEMENT BOARD

The tasks and areas of responsibility of the Management Board are defined in the Company's Corporate Governance Policy, while the aforementioned body's work method is set out in detail in the Rules of Procedure of the Management Board and the Company's Articles of Association. The latter states that the Management Board shall comprise a maximum of four members, while the Supervisory Board defines the number of members taking into account the principles of efficiency and economy. The Management Board of Intereuropa, d. d. comprised two members from 1 January 2021 to 31 December 2021. It was comprised of the President of the Management Board and Vice-President of the Management Board. The Management Board managed the Company's transactions independently and at its own risk. The two Management Board members represented the Company collectively. The members of the Management Board were responsible for specific work areas in accordance with the Rules of Procedure of the Management Board.

First name and surname	Function (Chairman, member)	Area of work on the Management Board	Initial appointment to function	End of function/	term of office	Gender
Marko Rems	Vice-President of the Management Board	Finance, accounting and controlling, real estate management and central procurement, IT support, legal affairs, corporate integrity and compliance, and internal auditing in organisational terms	5 July 2021	4 July 2024		M
Marko Cegnar	President of the Management Board*	Forwarding and logistics, sales and marketing	19 March 2016	31 December 2021*		M
First name and surname	Nationality	Year of birth	Education	Professional profile			Membership in of unaffiliated companies	supervisory bodies
Marko Rems	Slovene	1967	Bachelor's degree in economics	Financial management with more than 20 years of experience in financial and information systems, implementation and management of financial restructuring, and reorganisation in demanding environments			Not a member
Marko Cegnar	Slovene	1973	Master's degree in management	Sales, marketing and logistics			Not a member

TABLE 9: COMPOSITION OF THE MANAGEMENT BOARD DURING THE 2021 FINANCIAL YEAR

* early termination of Marko Cegnar's term of office on 31 December 2021 on the basis of an agreement on the termination of function of President of the Management Board and termination of the employment contract of the President of the Management Board. Since 1 January 2022, the President of the Management Board is Damijan Vajs.

1.8.3.1 Work of the Management Board in 2021

The Management Board managed Intereuropa, d. d. and the Intereuropa Group in accordance with established strategic objectives and policies. In performing its tasks and fulfilling its responsibilities, the Management Board observed the principles of corporate governance and the Corporate Governance Policy of Intereuropa, d. d. and complied with the provisions of the Slovenian Corporate Governance Code. The Management Board performs its work in accordance with the principles set out in Intereuropa Group's Code of Ethics, applicable regulations, the Rules of Procedure of the Management Board, the Company's Articles of Association and the resolutions adopted by the Company's bodies.

1.8.3.2 Remuneration of the Management Board

The remuneration of members of Intereuropa, d. d.'s Management Board is set out in the remuneration policy for members of Intereuropa, d. d.'s Management Board, which was adopted by the Supervisory Board on 10 February 2020. This policy lays down the rules by which the remuneration and rights to which all members of the Management Board are entitled are defined in contracts for all Management Board members. The aim of this policy is to ensure that all the remuneration paid to Management Board members is proportionate to their tasks and responsibilities, and in line with the Company's financial position, taking into account the provisions of the Act Governing the Remuneration of Managers of Companies with Majority Ownership held by the Republic of Slovenia or Self-Governing Local Communities (hereinafter: the ZPPOGD), the Companies Act (hereinafter: ZGD-1) and the Employment Relationships Act. The remuneration received by members of the Management Board comprises the wages, other remuneration and payment of material costs. Wages comprise a basic salary and variable remuneration in accordance with the ZPPOGD. More detailed provisions on the remuneration of Management Board members are evident in the remuneration policy that was presented to the public at the General Meeting of Shareholders, and is available on the website of Intereuropa, d. d. in the section entitled Sessions of the General Meeting of Shareholders.

Information regarding the remuneration of members of the Management Board during the 2021 financial year is disclosed in the financial report of Intereuropa, d. d., in note no. 32 Other explanations.

1.8.3.3 Members of the Management Board in 2021

Marko Cegnar,

President of the Management Board until 31 December 2021 (termination of term of office by mutual agreement*):

• year of birth: 1973;
• master's degree in management;
• performed executive and management functions in the areas of sales, marketing, procurement and logistics at DHL logistika, d. o. o., Orbico, d. o. o., ITG Tobačna Grosist, d. o. o., ISS SERVISYSTEM, d. o. o. and DHL Express, d. o. o.;
• term of office as President of the Management Board: from 12 November 2019 to 11 November 2020; reappointed on 12 November 2020 to a fouryear term of office;
• term of office as member of the Management Board: from 19 March 2016 to 11 November 2019;
• responsible for the following business segments: freight forwarding and logistics, sales and marketing, HR and general affairs, public relations, quality, security and formal governance of subsidiaries.
• * Since 1 January 2022, the President of the Management Board is Damijan Vajs.

Marko Rems,

Vice-President of the Management Board:

• year of birth: 1967;
• bachelor's degree in economics;
• performed executive and management functions in the areas of finance, accounting, information technology, controlling and risk management at the following companies: Družba za upravljanje terjatev bank, d. d., Ljubljana, Luka Koper, d. d., Adriatic Slovenica, d. d., KD Holding, d. d., Ljubljana and Žito, d. d., Ljubljana;
• term of office: from 5 July 2017 to 4 July 2021; on 5 July 2021 he was appointed to a new four-year term of office;
• responsible for the following business segments: finance, accounting and controlling, real estate management and central procurement, IT support, legal affairs, corporate integrity and compliance, and internal auditing in organisational terms.

1.8.4 DESCRIPTION OF THE DIVERSITY POLICY IN CONNECTION WITH REPRESENTATION ON THE COMPANY'S MANAGEMENT AND SUPERVISORY BODIES

Intereuropa, d. d. is aware of the importance of diversity in the composition of the Management Board and Supervisory Board, as diversity increases the efficiency of the functioning of these bodies and fosters a more comprehensive understanding of the business environment, and risks and opportunities connected with the Intereuropa Group's operations. Accordingly, the Policy Governing the Diversity of Management and Supervisory Bodies is an integral part of the Corporate Governance Policy of Intereuropa, globalni logistični servis, d. d.

The following aspects are taken into account when determining the composition of the Management Board and Supervisory Board:

• professional diversity such that the members have different knowledge, skills, competences and experience;
• diversity in terms of gender and age;
• the generally adopted principles of non-discrimination; and
• efforts to ensure the continuity of operation of the bodies by staggering the process of replacing members all at once.

The Supervisory Board's Nomination and Remuneration Committee and the Supervisory Board take into account diversity policies primarily in relation to the following:

• the appointment of members to the Company's Management Board;
• the recruitment, selection and submission of proposed candidates for members of the Supervisory Board to the General Meeting of Shareholders; and
• the self-assessment of the Supervisory Board's work, which should also include an assessment of the composition of the Management Board and Supervisory Board in terms of diversity.

In 2021 Intereuropa d.d. achieved the target of at least 40% of the under-represented gender of supervisory bodies and at least 33% of the under-represented gender of management and supervisory bodies collectively. As at 31 December 2021 Intereuropa d. d. had the same number of both genders represented on the supervisory body, while the percentage of the under-represented gender of management and supervisory bodies was 37.5%*. At subsidiaries the representation of the under-represented gender of management and supervisory bodies is slightly lower to stand at 32.6%**, but taking into account the region and sector in which the Intereuropa Group operates this ratio between genders is appropriate. Nevertheless, activities will continue to further improve the ratio between genders. A policy on the diversity of management and supervisory bodies will be drafted as a separate document in 2022. That policy will describe objectives, activities and measures to improve the diversity of management and supervisory bodies in terms of gender and other aspects (age, education, etc.).

1.8.5 MANAGEMENT AND GOVERNANCE OF GROUP COMPANIES

The parent company Intereuropa, d. d. and its subsidiaries make up the Group, which is centrally managed by the Management Board of Intereuropa, d. d. The policy governing links between the parent company and its subsidiaries is set out in the Corporate Governance Policy of Intereuropa, d. d. The Policy on the Governance of Intereuropa Group Subsidiaries includes the basic elements of the governance of subsidiaries. An effective system for managing and governing subsidiaries is an important factor in the successful achievement of the business objectives of Group companies and in the transparency of their operations.

1.8.5.1 Governance principles for subsidiaries

The basic principles on which the governance of the Intereuropa Group is based are the financial stability of the Group, centralised information support, an effective system of control over subsidiaries and motivated employees. At the forefront of the governance of subsidiaries are cooperation between subsidiaries and the sharing of know-how and best practices between Intereuropa Group companies.

The governance of Group companies is based on a combination of control and coordination mechanisms. A matrix system for managing subsidiaries that combines formal corporate governance and the direct responsibility of functional managers for certain activities at subsidiaries has been introduced. The centralisation of the most important decisions ensures the uniformity of strategic policies and important business, HR-related and technical decisions. Control over financial results remains a core element of supervision. In addition to the appointed supervisory bodies of individual subsidiaries, functional managers, and the controlling and internal audit departments also play an important role in supervision.

^* In accordance with methodology of the Slovenian Directors' Association.

^** The calculation also takes into account the representation of genders on committees of supervisory bodies (e.g. Audit Committee).

The management bodies of the parent company and subsidiaries communicate regularly with the aim of creating a standard culture within the Intereuropa Group, ensuring the transfer of know-how and best practices, and exploiting various synergies. Of key importance are cooperation and communication between all Intereuropa Group companies at the market-operational level of specific product categories and products.

The effectiveness of the Group at multiple operational levels is achieved through consistent periodic communication and the necessary measures to enhance the exploitation of synergies between Intereuropa Group companies, particularly in the following areas:

• a coordinated and uniform market approach, with an emphasis on common logistics products and core product categories;
• the coordinated management of strategic and key customers;
• the development and optimisation of common logistics products;
• the development of standard IT support at all subsidiaries and for all logistics products;
• the transfer of best practices in the optimisation of processes and in preventive measures to manage risks; and
• employee development, with an emphasis on the acquisition and development of knowledge and competences relating to core product categories and key logistics products.

Intereuropa Group companies operate in accordance with local legislation, resolutions adopted by the management bodies of the parent company and subsidiaries, the Policy on the Governance of Intereuropa Group Subsidiaries, business cooperation agreements entered into between the parent company and individual subsidiaries, and the applicable internal acts adopted by the Management Board of the parent company.

1.8.6 AUDITING

1.8.6.1 External auditing

The General Meeting of Shareholders of Intereuropa d. d. appointed the audit firm ERNST & YOUNG Revizija, poslovno svetovanje, d. o. o., Dunajska cesta 111, Ljubljana to audit the financial statements of Intereuropa, d. d. and the Intereuropa Group for 2019, 2020 and 2021.

The transactions of Intereuropa, d. d. and its subsidiaries with audit firms are presented in the Company's financial report as part of the notes to financial statements of the Company and Group.

1.8.6.2 Internal auditing

The mission of internal auditing is to strengthen and protect the value of the Intereuropa Group through the independent and unbiased issue of objective assurances based on a risk assessment, and through the provision of consultancy services and an in-depth understanding of the operations of the Group. Auditing helps the Group accomplish its objectives by bringing a systematic, disciplined approach to evaluating and improving the effectiveness of risk management, control, and governance processes.

Internal auditing in the Intereuropa Group in 2021 was conducted by the Internal Audit Department of the parent company Pošta Slovenije, d. o. o. in accordance with the agreement it signed. The department functioned independently, in accordance with the provisions of the ZGD-1 and the internal auditing rules hierarchy, in particular with the International Standards for the Professional Practice of Internal Auditing, the Code of Internal Auditing Principles and the Code of Ethics of Internal Auditors, and the applicable laws, other regulations and bylaws.

The areas subject to auditing in 2021 were defined in the plan of work that included regular internal audits, consultancy tasks, the monitoring of the implementation of internal and external auditing, operational tasks and other tasks. The plan was adopted by the Management Board, discussed by the Audit Committee of the Supervisory Board and approved by the Supervisory Board.

Internal audits were performed at the parent company and at Intereuropa Group subsidiaries. The internal auditing objectives were to assess the risk management approach and the functioning of internal controls in connection with business and support processes, and the management thereof, both in terms of the compliance of those processes with legal and internal regulations, the adopted policies, established objectives and criteria of the Company, and to issue recommendations for the improvement thereof. The areas subject to auditing included the process of financial reporting, the car logistics process, the warehousing process, the management of strategic customers, the management of key and perspective staff, the management of the HR function, the technical and physical protection of assets with fire safety, and the operations of subsidiaries abroad. Internal auditing processes were adapted due to the COVID-19 pandemic so that they could also be carried out remotely. Internal auditing was conducted by internal sources, the IAD director together with two contractors and by an outside source. Internal audit reports were submitted to the Management Board, the Audit Committee and the Supervisory Board on a quarterly basis.

1.8.7 DESCRIPTION OF THE MAIN FEATURES OF INTERNAL CONTROLS AND RISK MANAGEMENT AT THE COMPANY IN CONNECTION WITH THE FINANCIAL REPORTING PROCESS

The purpose of internal controls is to ensure the reliability of financial reporting and compliance with valid laws, and other external and internal regulations. Accounting controls are employed to manage the risks associated with the following:

• the credibility of accounting data: of primary importance are bookkeeping documents, as evidence of the existence of business events, that clearly show the content and value of such transactions;
• the completeness of financial data: this is ensured by the Company through precisely defined record-keeping procedures in internal acts, and through control over the functioning of such procedures;
• the accuracy of financial data: this is ensured by the Company through a comparison of data in the information system with data in the underlying bookkeeping documents; and
• the segregation of responsibilities in business processes and authorisations for work in the information system: the precise and consistent definition of tasks and responsibilities of those involved in a specific business event.

When compiling the financial statements of the Group and the notes thereto, risks are mitigated primarily through:

• the transparent organisational structure of the parent company and its subsidiaries;
• the consistent application of accounting principles and policies; and
• the observation of the timetable for the compilation of the financial statements and the notes thereto.

The information system, with its built-in controls, also plays an important role. The authorisation system ensures that users only execute those transactions in the information system for which they are authorised.

1.8.8 INFORMATION REGARDING SIGNIFICANT DIRECT AND INDIRECT HOLDINGS OF THE COMPANY'S SECURITIES IN TERMS OF ACHIEVING A QUALIFYING HOLDING, SPECIAL CONTROLLING RIGHTS AND RESTRICTED VOTING RIGHTS, AND OTHER EXPLANATIONS IN CONNECTION WITH LEGISLATION GOVERNING MERGERS AND ACQUISITIONS

1.8.8.1 Explanations regarding all restrictions on voting rights and regarding treasury shares

The Company's share capital is divided into 27,488,803 shares broken down as follows: 16,830,838 ordinary registered freely transferable no-par-value shares and 10,657,965 freely transferable no-par-value preference shares. The holders of Intereuropa, d. d.'s ordinary shares are not subject to any restriction on voting rights. The Company has no voting rights arising from its treasury shares in accordance with Article 249 of the ZGD-1. Intereuropa, d. d. held 18,135 treasury shares (IEKG) with a carrying amount of EUR 180,000 as at 31 December 2021, representing 0.1077% of ordinary shares and 0.0660% of all shares. Intereuropa, d. d. did not purchase or sell treasury shares in 2021.

As at 31 December 2021, 75 ordinary shares were held on a special account of Kapitalska družba, d. d., which in accordance with Article 48b of the Book-Entry Securities Act (Official Gazette of the Republic of Slovenia, No. 43/19) is intended for securities waived by their holders and/or securities held by the Republic of Slovenia. Kapitalska družba may not exercise the voting rights attached to those securities.

The holders of Intereuropa, d. d.'s preference shares have not been paid preference amounts since 2013, and have thus held voting rights at the General Meeting of Shareholders since 2015 in accordance with paragraph 2 of Article 315 of the ZGD-1. Accordingly, 27,470,513 shares out of a total of 27,488,803 shares had voting rights at the first two General Meetings of Shareholders held 31 May 2021 and 2 July 2021, representing 99.9335% of the Company's total shares, and 27,470,593 or 99.9338% of the Company's total shares at the third General Meeting of Shareholders held 18 November 2021 (the difference is a result of a decrease in shares during the year that are held on a special account of Kapitalska družba, d. d. in accordance with Article 48b of the Book-Entry Securities Act).

1.8.8.2 Significant direct and indirect holdings of the Company's securities in terms of achieving a qualifying holding

The Company publishes information in a timely manner regarding the achievement of a qualifying holding, as set out in the Takeovers Act, in the Ljubljana Stock Exchange's electronic information system (SEOnet) and forwards that information to the Securities Market Agency.

Pursuant to Article 105 of the Financial Instruments Market Act, which sets the thresholds for a significant holding, direct holders who hold more than 5% of voting rights are presented in Table 1.

TABLE 10: SHAREHOLDERS WHO HELD MORE THAN 5% OF VOTING RIGHTS AS AT 31 DECEMBER 2021

Shareholder	No. of ordinary	No. of preference	No. of voting	Proportion of
	shares	shares	rights	voting rights
	31 December 2021	31 December 2021	31 December 2021*	31 December 2021
Pošta Slovenije, d. o. o.	13,306,067	10,657,965	23,964,032	87.2%

* Pursuant to Article 315 of the ZGD-1, the holders of preference shares obtained voting rights in 2015 because the Company has not paid preference amounts since 2013.

1.8.9 STATEMENT OF COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

The Management Board and Supervisory Board of Intereuropa, Globalni logistični servis, d. d., Koper (hereinafter: the Company) verified the compliance of the Company's governance with the Slovenian Corporate Governance Code (hereinafter: the Code), and hereby declare that the work and operations of the Company are in line with the Code, with certain deviations that are explained in detail below.

The deviations highlighted below relate to the Slovenian Corporate Governance Code from October 2016. The Slovenian Code was updated in December 2021 and becomes applicable on 1 January 2022. Intereuropa shall commence activities in 2022 for alignment with the updated code. Any deviations from the updated Code shall be disclosed in the Statement of Compliance with the Corporate Governance Code for the 2022 financial year.

Recommendation: The management board, together with the supervisory board, draws up and adopts a diversity policy that is implemented with respect to representation on a company's management and supervisory bodies (point 4 of the Code in its entirety).

Deviation: In March 2019, the Management Board and Supervisory Board adopted the revised Corporate Governance Policy of Intereuropa, d. d., which includes a policy governing the diversity of management and supervisory bodies. The latter defines the target level of diversity in terms of age, education, other personal traits and gender, but does not define the ratio between genders, the specific objectives of diversity or the impact on human resource and other processes at the Company (points 4.2 and 4.3 of the Code). The Company began updating the governance policy and also the diversity policy in 2022.

Recommendation: A company must ensure an external assessment of the adequacy of its corporate governance statement at least once every three years (point 5.7. of the Code).

Deviation: Intereuropa, d. d. was acquired by Pošta Slovenije, d. o. o. at the end of 2019. For this reason, the Company decided that an external assessment of the adequacy of its corporate governance statement for 2021 will not be carried out.

Recommendation: In the proposed new composition of the supervisory board for the general meeting of shareholders, all candidates for members of the supervisory board must be independent. The recommendation to appoint independent members applies to both shareholders and works councils. If the general meeting of shareholders or works council does not follow recommendations regarding the appointment of independent members to the supervisory board, a company must disclose this in its corporate governance statement (points 9.2 and 9.3 of the Code).

Deviation: Pošta Slovenije d.o.o. is the majority shareholder of Intereuropa, d. d., and as such also most of the members of the Supervisory Board are employed by the majority shareholder. The independence/dependence of Supervisory Board members is thus disclosed appropriately.

Recommendation: In addition to other matters, the rules of procedure of the supervisory board include a list of all transactions for which the management board requires the prior consent of the supervisory board based on a supervisory board resolution and the company's articles of association, as well as a system for ordering the services of external experts for the needs of the supervisory board, and the education and training of supervisory board members (point 12.2 of the Code).

Deviation: The Supervisory Board's position during the most recent update of the Rules of Procedure of the Supervisory Board was that a list of all transactions for which the Management Board requires the prior consent of the Supervisory Board and a system for ordering the services of external experts need not be included in those rules. Instead, the list of transactions for which the Management Board requires the Supervisory Board's prior consent is governed by resolutions adopted by the latter. Due to the extremely small scope of the outsourced services of external experts for the Supervisory Board, the latter believes that the inclusion of the management and governance of a separate system solely for the Supervisory Board in that body's Rules of Procedure is illogical. The method and scope of the education and training of Supervisory Board members are set out in the General Meeting of Shareholders resolution of 20 June 2014 and are not governed separately in the Rules of Procedure of the Supervisory Board.

Recommendation: Once a year, the supervisory board defines a training plan for its members and the members of its

committees (point 13.1 of the Code).

Deviation: The Supervisory Board has not adopted a special training plan for its members for 2021. However, each member may define an individual training plan in the scope of the annual allotment for training purposes.

Recommendation: At least every three years, the supervisory board organises an external assessment in which it cooperates with an institution or external experts with the requisite experience regarding the work of supervisory boards, in-depth knowledge of corporate governance and the functioning of supervisory boards and their committees (point 14.4 of the Code).

Deviation: The work of the Supervisory Board was not subject to an external assessment in 2021 nor will it be in 2022. The General Meeting of Shareholders appointed four new members to the Company's Supervisory Board in 2021. The Supervisory Board has only been operating in its current composition for a few months now.

Recommendation: Persons who were members of the management board of this company or senior management members of affiliated companies last year cannot be appointed the chairman of the company's supervisory board.

Deviation: The current Chairman of the Company's Supervisory Board and his predecessor simultaneously with performing the function of Chairman of the Supervisory Board of Intereuropa, d. d. also managed the parent company Pošta Slovenije, d. o. o. (point 15.2 of the Code).

Recommendation: The performance criteria defined by the supervisory board in connection with the variable component of remuneration of management board members must also promote sustainable development and include non-financial criteria, such as compliance with the company's valid rules and ethical standards (point 21.1 of the Code).

Deviation: The Supervisory Board includes non-financial criteria in the performance criteria that serve as the basis for the payment of the variable component of remuneration of Management Board members, but does not define separate elements, such as compliance with the Company's valid rules and ethical standards. It is the basic duty of Management Board members to comply with the Company's rules and follow the highest ethical standards. Thus, such conduct does not require additional remuneration.

Recommendation: All members of the supervisory board and committees are independent.

Deviation: Out of the six members of the Supervisory Board four were appointed on the proposal of the majority shareholder, i.e. Pošta Slovenije, d. o. o. All these members, simultaneously with the performance of their function as Supervisory Board member of Intereuropa, d. d., are also employees of or carry out the senior management function at Pošta Slovenije, d. o. o. Any potential conflict of interest was disclosed by these members upon their appointment, as well as undertaking to recuse themselves from discussions and decision-making when actual conflict of interest arises (point 23 of the Code).

Recommendation: The company provides continuous information about its financial position and legal status through the publication of assessments of its performance, potential deviations from forecasts and changed operating conditions (point 29.1 of the Code).

Deviation: The Company does not publish assessments of its performance, if that performance is in line with expectations. If major deviations were to occur, the Company would publish an appropriate announcement.

Recommendation: The company publishes the rules of procedure of management and supervisory bodies and the general meeting of shareholders on its website (point 29.9 of the Code).

Deviation: The Company has published the rules of procedure of the Supervisory Board, Audit Committee and General Meeting of Shareholders. The Rules of Procedure of the Management Board are not published, as the Company deems them to be of an internal nature and they have no impact on the transparency of operations that would be of significance to investors or interested parties.

The Corporate Governance Code is accessible in Slovene and English on the websites of the Ljubljana Stock Exchange (www.ljse.si), and the Slovenian Directors' Association (www.zdruzenje-ns.si).

The statement of compliance with the Corporate Governance Code is an integral part of the 2021 annual report and is published on the Company's website at www.intereuropa.si. Intereuropa, Globalni logistični servis, d. d.,

Koper, 12 April 2022

Damijan Vajs,	Marko Rems,

President of the Management Board Vice-President of the Management Board