Luka Koper

AGM Information • Jul 5, 2017

In accordance with the provisions of the Ljubljana Stock Exchange Rules and the applicable legislation in force, the Company LUKA KOPER, d.d. herewith announces the resolutions adopted at the 28th General Meeting of Shareholders of LUKA KOPER, d.d. held on 30 June 2017.

Resolutions of the 28th General Meeting of Shareholders

1. Opening of the General Meeting of Shareholders and statement of quorum;

The proposed resolution:

It is stated that there is the quorum required at the General Meeting of Shareholders.

Out of the total of 14,000,000 Company's shares, there were 10,603,422 ordinary no-par value shares present at the General Meeting of Shareholders, corresponding to 75.74 % 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 following changes regarding quorum during the General Meeting of Shareholders were stated:

• At 4.11 p.m. there were 10,594,512 ordinary no-par value shares corresponding to 75.68 % of shares with voting rights present at the General Meeting of Shareholders.
• At 4.27 p.m. there were 10,589,297 ordinary no-par value shares corresponding to 75.64 % of shares with voting rights present at the General Meeting of Shareholders.

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 71.60 %.

	No. of votes	%
Republic of Slovenia	7,140,000	51.00 %
SDH, d.d.	1,557,875	11.13 %
Kapitalska družba, d.d.	696,579	4.98 %
City Municipality of Koper	466,159	3.14 %
Citibank N.A. – escrow account	164,239	1.17 %
Total	10,024,852	71.60 %

2. Election of the General Meeting of Shareholders' 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. Nana Povšič Ružić.

No. of present shares with voting rights	10,603,422
IN FAVOUR OF the proposed resolution	10,599,597
AGAINST the proposed resolution	3,356
ABSTAINED	469

In favour of the resolution were 10,599,597 shares, i.e. 99.968 % of all votes cast. The resolution was adopted in the proposed wording.

3. Presentation of the Annual Report of LUKA KOPER, d.d. and the LUKA KOPER GROUP for 2016 with Auditor's Opinion and the Report of the Supervisory Board on the examination of Annual Report of LUKA KOPER, d.d. and the LUKA KOPER GROUP for 2016;

The proposed resolution:

The General Meeting of Shareholders is acquainted with the adopted Annual Report of LUKA KOPER, d.d. and the LUKA KOPER GROUP for 2016 together with the Auditor's Opinion and the Report of the Supervisory Board on the examination of the Annual Report of LUKA KOPER, d.d. and the LUKA KOPER GROUP for 2016.

The General Meeting of Shareholders is presented with the remuneration of the Supervisory Board members and Management Board members as stated on pages from 240 to 244 of the Annual Report.

4. Proposed appropriation of distributable profit for the financial year 2016 and granting of discharge to the Management Board and Supervisory Board for the financial year 2016;

Counter proposal to proposed resolution under item 4.1 of the agenda, filed by the shareholder Društvo Mali delničarji Slovenije

4.1

The proposed resolution:

The General Meeting of Shareholders is informed that the distributable profit for the financial year 2016 amounts to 20,321,602.99 euros.

The General Meeting of Shareholders adopts the following proposal regarding the allocation of distributable profit amounting on 31 December 2016 to 20,321,602.99 euros:

• a portion of distributable profit in the amount of 19,600,000.00 euros shall be allocated for the paying out of dividends in the gross amount of 1.40 euros per ordinary share;
• the remaining portion of distributable profit totalling 721,602.99 euros shall remain undistributed.

The Company shall pay out dividends on 31 August 2017 to all shareholders entered as holders of the shares in the Central Boo-Entry Securities Register (KDD) as of the end of 30 August 2017.

No. of present shares with voting rights	10,603,422
IN FAVOUR OF the proposed resolution	10,235,691
AGAINST the proposed resolution	129,345
ABSTAINED	238,386

In favour of the proposed resolution were 10,235,691 shares, i.e. 98.752 % of all votes cast. The proposed resolution was adopted in the proposed wording.

4.2 Voting on granting of discharge from liability for 2016 to the Management Board

No. of present shares with voting rights	10,603,422
IN FAVOUR OF the proposed resolution	1,185,939
AGAINST the proposed resolution	9,416,253
ABSTAINED	1,230

In favour of the proposed resolution were 1,185,939 shares, i.e. 11.186 % of all votes cast. The proposed resolution was not adopted.

4.3.1 – Voting on granting of discharge from liability for 2016 to Alenka Žnidaršič Kranjc, PhD.

No. of present shares with voting rights	10,603,422
IN FAVOUR OF the proposed resolution	1,188,320
AGAINST the proposed resolution	9,413,281
ABSTAINED	1,821

In favour of the proposed resolution were 1,188,320 shares, i.e. 11.209 % of all votes cast. The proposed resolution was not adopted.

4.3.2 – Voting on granting of discharge from liability for 2016 to the members of the supervisory board – employee representatives Nebojša Topić, MSc., Marko Grabljevec and Rok Parovel

No. of present shares with voting rights	10,603,422
IN FAVOUR OF the proposed resolution	10,598,657
AGAINST the proposed resolution	3,226
ABSTAINED	1,539

In favour of the proposed resolution were 10,598,657 shares, i.e. 99.970 % of all votes cast. The proposed resolution was adopted with the required majority.

4.3.3 – Voting on granting of discharge from liability for 2016 to Mladen Jovičič

No. of present shares with voting rights	10,603,422
IN FAVOUR OF the proposed resolution	910,227
AGAINST the proposed resolution	9,691,356
ABSTAINED	1,839

In favour of the proposed resolution were 910,227 shares, i.e. 8.586 % of all votes cast. The proposed resolution was not adopted.

4.3.4 – Voting on granting of discharge from liability for 2016 to Elen Twrdy, PhD., Capt. Rado Antolovič, MBA, Andreju Šercerju, MSc., Žiga Škerjanec and Sabina Mozetič

No. of present shares with voting rights	10,603,422
IN FAVOUR OF the proposed resolution	10,585,981
AGAINST the proposed resolution	15,602
ABSTAINED	1,839

In favour of the proposed resolution were 10,585,981 shares, i.e. 99.853 % of all votes cast. The proposed resolution was adopted with the required majority.

5. Appointment of the Auditor for the financial years 2017, 2018, 2019

The proposed resolution:

The auditing company KPMG Slovenija, podjetje za revidiranje, d.o.o. shall be appointed Company's auditor for the financial years 2017, 2018 and 2019.

No. of present shares with voting rights	10,603,422
IN FAVOUR OF the proposed resolution	10,600,830
AGAINST the proposed resolution	2,062
ABSTAINED	530

In favour of the proposed resolution were 10,600,830 shares, i.e. 99.981 % of all votes cast. The proposed resolution was adopted with the required majority.

7. Discharge and appointment of new members of the Company's supervisory board

The proposed resolution no. 7.1:

The following members of the supervisory board of the company LUKA KOPER, d.d. shall be discharged from their duty in the supervisory board as of 30 June 2017: Alenka Žnidaršič Kranjc, PhD., Elen Twrdy, PhD., Andrej Šercer, MSc., Žiga Škerjanec and Rado Antolovič.

No. of present shares with voting rights	10,589,297
IN FAVOUR OF the proposed resolution	10,327,031
AGAINST the proposed resolution	260,460
ABSTAINED	1,806

In favour of the proposed resolution were 10,327,031 shares, i.e. 97.54 % of all votes cast. The proposed resolution was adopted with the required majority.

The proposed resolution no. 7.2:

As first member of the supervisory board shall be appointed Rado Antolovič who shall begin his 4-year term of office on 1 July 2017.

No. of present shares with voting rights	10,589,297
IN FAVOUR OF the proposed resolution	10,379,671
AGAINST the proposed resolution	209,044
ABSTAINED	582

In favour of the proposed resolution were 10,379,671 shares, i.e. 98.026 % of all votes cast. The proposed resolution was adopted with the required majority.

The proposed resolution no. 7.3:

As second member of the supervisory board shall be appointed Andraž Lipolt who shall begin his 4-year term of office on 1 July 2017.

No. of present shares with voting rights	10,589,297
IN FAVOUR OF the proposed resolution	10,289,929
AGAINST the proposed resolution	61,156
ABSTAINED	238,212

In favour of the proposed resolution were 10,289,929 shares, i.e. 99.409 % of all votes cast. The proposed resolution was adopted with the required majority.

The proposed resolution no. 7.4:

As third member of the supervisory board shall be appointed Uroš Ilić, MSc., who shall begin his 4-year term of office on 1 July 2017.

No. of present shares with voting rights	10,589,297
IN FAVOUR OF the proposed resolution	10,273,743
AGAINST the proposed resolution	63,704
ABSTAINED	251,850

In favour of the proposed resolution were 10,273,743 shares, i.e. 99,384 % of all votes cast. The proposed resolution was adopted with the required majority.

The proposed resolution no. 7.5:

As fourth member of the supervisory board shall be appointed Milan Jelenc, MSc., who shall begin his 4-year term of office on 1 July 2017.

No. of present shares with voting rights	10,589,297
IN FAVOUR OF the proposed resolution	10,322,197
AGAINST the proposed resolution	265,076
ABSTAINED	2,024

In favour of the proposed resolution were 10,322,197 shares, i.e. 97.496 % of all votes cast. The proposed resolution was adopted with the required majority.

The proposed resolution no. 7.6:

As fifth member of the supervisory board shall be appointed Barbara Nose who shall begin her 4-year term of office on 1 July 2017.

No. of present shares with voting rights	10,589,297
IN FAVOUR OF the proposed resolution	10,322,197
AGAINST the proposed resolution	265,076
ABSTAINED	2,024

In favour of the proposed resolution were 10,322,197 shares, i.e. 97.496 % of all votes cast. The proposed resolution was adopted with the required majority.

9. Appointment of special auditor to verify the management of individual operations by the company

The proposed resolution:

The General Meeting of Shareholders shall appoint the audit company PriceWaterhouseCoopers, podjetje za revizijo in druge finančno računovodske storitve, d.o.o., Cesta v Kleče 15, 1000 Ljubljana as special auditor in charge of verifying management of individual operations of the company Luka Koper, d.d. The special auditor shall examine the management of individual operations executed with the providers of port services in the last three years as of the day of adoption of the present resolution, more precisely:

• Procedures or processes of contracts conclusion and procurement of specific services.

The objective shall be to concretely verify the compliance of procurement processes with the applicable legislation in the sphere of public procurement and to present the entire procurement system of these services: all stages of decision making, the approach applied to select the providers of port services, individuals responsible for their selection, determining of the price of services, supervision over performance of services, supervision system to determine the real performers of work and the system for evaluating their professional qualifications. In addition, the verification shall focus on business operations of Luka Koper, d.d. with five individual performers of port services, selected based on the level of their turnover registered with Luka Koper and their dependence on Luka Koper by taking into consideration the share of revenues generated with Luka Koper in their total revenues.

While verifying the management of individual operations, the special auditor shall assess the management of operations from the perspective of a diligent master, with special incentive on the adequacy of internal controls, transparency of procedures and impact of such operations on company's performance from the perspective of risk exposure, especially the assessment of corruption risk exposure.

Pursuant to the provision of Article 320 of the Companies Act, the special auditor shall draw up a written report on the special audit findings and express its position in relation to all operations stated in the resolution of the general meeting of shareholders.

No. of present shares with voting rights	10,589,297
IN FAVOUR OF the proposed resolution	10,285,050
AGAINST the proposed resolution	54,749
ABSTAINED	249,498

In favour of the proposed resolution were 10,285,050 shares, i.e. 99.471 % of all votes cast. The proposed resolution was adopted with the required majority.

The following challenging actions were declared at the General Meeting of Shareholders:

Kristjan Verbič, the representative of the shareholder VZMD, challenged three adopted resolutions, i.e. the resolutions nos. 7.3, 7.5 and 7.6.

Koper, 30 June 2017