Luka Koper — AGM Information 2019

Jul 1, 2019

In accordance with the provisions of the Ljubljana Stock Exchange Rules and the applicable legislation, the Company's management board herewith announces the resolutions adopted at the 31 st General Meeting of Shareholders of LUKA KOPER, d.d. held on 28 June 2019.

Resolutions of the 31 st General Meeting of Shareholders

Out of the total of 14,000,000 Company's shares, there were 10.903.807 ordinary no-par value shares present at the General Meeting of Shareholders, corresponding to 77,88 % 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 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 73,02 %.

	No. of votes	%
Republic of Slovenia	7.140.000	51,00 %
SDH, d.d. (Slovenian Sovereign Holding)	1.557.875	11,13 %
Kapitalska družba, d.d. (Pension Fund Management)	696.579	4,98 %
Municipality of Koper	439.159	3,14 %
Citibank N.A. – escrow account	388.932	2,78 %
Total	10.222.518	73,08 %

1. Election of the General Meeting of Shareholders' working bodies

The proposed resolution:

Mr. Gorazd Podbevšek 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. Nina Ferligoj from Koper.

Total number of votes cast	10.676.949
IN FAVOUR OF (FOR) the proposed resolution	10.676.949
AGAINST the proposed resolution	0
ABSTAINED	0

The resolution was adopted in the proposed wording.

2.1 The proposed resolution on appropriation of accumulated profit:

Accumulated profit amounting as at 31 December 2018 to 29,252,442.43 euros is allocated as follows:

• a portion of accumulated profit in the amount of 18,620,000.00 euros is allocated for the paying out of dividends in the gross amount of 1.33 euros per ordinary share,
• the remaining portion of accumulated profit totalling 10,632,442.43 euros remains undistributed.

The Company shall pay out dividends on 30 August 2019 to all shareholders entered as holders of the shares in the Central Book-Entry Securities Register as of the end of 29 August 2019.

Total number of votes cast	10.903.777
IN FAVOUR OF (FOR) the proposed resolution	10.898.742
AGAINST the proposed resolution	5.035
ABSTAINED	30

The resolution was adopted in the proposed wording.

2.2. The proposed resolution on granting of discharge to the Management Board:

The General Meeting of Shareholders discharges the Management Board of responsibility for 2018.

Total number of votes cast	10.903.797
IN FAVOUR OF (FOR) the proposed resolution	10.903.797
AGAINST the proposed resolution	0
ABSTAINED	10

The resolution was adopted in the proposed wording.

2.3.1 The proposed resolution:

The General Meeting of Shareholders discharges Uroš Ilić, MSc., member of the Company's supervisory board, of responsibility for 2018.

Total number of votes cast	10.903.125
IN FAVOUR OF (FOR) the proposed resolution	10.898.255
AGAINST the proposed resolution	4.870
ABSTAINED	682

The resolution was adopted in the proposed wording.

2.3.2 The proposed resolution:

The General Meeting of Shareholders discharges Andraž Lipolt, MSc., member of the Company's supervisory board, of responsibility for 2018.

Total number of votes cast	10.900.184
IN FAVOUR OF (FOR) the proposed resolution	10.899.559
AGAINST the proposed resolution	625
ABSTAINED	3.623

The resolution was adopted in the proposed wording.

2.3.3 The proposed resolution:

The General Meeting of Shareholders discharges dr. Rado Antolovič, member of the Company's supervisory board, of responsibility for 2018.

Total number of votes cast	10.903.807
IN FAVOUR OF (FOR) the proposed resolution	10.878.777
AGAINST the proposed resolution	25.030
ABSTAINED	40

The resolution was adopted in the proposed wording.

2.3.4 The proposed resolution:

The General Meeting of Shareholders discharges Milan Jelenc, member of the Company's supervisory board, of responsibility for 2018.

Total number of votes cast	10.900.184
IN FAVOUR OF (FOR) the proposed resolution	10.899.559
AGAINST the proposed resolution	625
ABSTAINED	3.623

The resolution was adopted in the proposed wording.

2.3.5 The proposed resolution:

The General Meeting of Shareholders discharges Barbara Nose, member of the Company's supervisory board, of responsibility for 2018.

Total number of votes cast	10.900.154
IN FAVOUR OF (FOR) the proposed resolution	10.899.519
AGAINST the proposed resolution	635
ABSTAINED	3.653

The resolution was adopted in the proposed wording.

2.3.6 The proposed resolution:

The General Meeting of Shareholders discharges Sabina Mozetič, member of the Company's supervisory board, of responsibility for 2018.

Total number of votes cast	10.903.777
IN FAVOUR OF (FOR) the proposed resolution	10.902.389
AGAINST the proposed resolution	1.388
ABSTAINED	30

The resolution was adopted in the proposed wording.

2.3.7 The proposed resolution:

The General Meeting of Shareholders discharges Marko Grabljevec, member of the Company's supervisory board, of responsibility for 2018.

Total number of votes cast	10.903.807
IN FAVOUR OF (FOR) the proposed resolution	10.903.807
AGAINST the proposed resolution	0
ABSTAINED	0

The resolution was adopted in the proposed wording.

2.3.8 The proposed resolution:

The General Meeting of Shareholders discharges Rok Parovel, member of the Company's supervisory board, of responsibility for 2018.

Total number of votes cast	10.903.807
IN FAVOUR OF (FOR) the proposed resolution	10.903.807
AGAINST the proposed resolution	0
ABSTAINED	0

The resolution was adopted in the proposed wording.

2.3.9 The proposed resolution:

The General Meeting of Shareholders discharges Mladen Jovičić, member of the Company's supervisory board, of responsibility for 2019.

Total number of votes cast	10.903.807
IN FAVOUR OF (FOR) the proposed resolution	1.266.403
AGAINST the proposed resolution	9.637.404
ABSTAINED	0

The resolution was not adopted.

3. Changes and amendments to the company's Statute – counter-proposal by SDH, d.d.:

1. Resolution proposal:

The General Meeting of Shareholders adopts the changes and amendments to the company's Statute:

Total number of votes cast	9.774.748
IN FAVOUR OF (FOR) the proposed resolution	9.751.594
AGAINST the proposed resolution	23.154
ABSTAINED	1.129.059

The resolution was adopted in the proposed wording.

There were no challenging actions declared at the General Meeting of Shareholders.

In Koper, on 28 June 2019