Luka Koper — AGM Information 2021

Jun 30, 2021

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 34 th General Meeting of Shareholders of LUKA KOPER, d.d. held on 29 June 2021.

Resolutions of the 34 th General Meeting of Shareholders

Out of the total of 14,000,000 Company's shares, there were 10.636.706 ordinary no-par value shares present at the General Meeting of Shareholders, corresponding to 75,98 % 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)	1.557.857	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	388.443	2,77 %
Total	10.218.016	73,02 %

1. Opening of the general meeting of shareholders and election of the working bodies;

The proposed resolution:

Mr. Matjaž Dodič, supervisory board secretary, 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.

IN FAVOUR OF (FOR) the proposed resolution	10.628.860
AGAINST the proposed resolution	0
ABSTAINED	2.862

To item 3.1 of the agenda the proposal of the resolution of the shareholder Slovenski državni holding, d.d. (Slovenian Sovereign Holding, d.d.) in accordance with the article 300 of ZGD-1:

3.1 The proposed resolution on appropriation of accumulated profit:

Accumulated profit amounting as at 31 December 2020 to 30,637,829.48 euros is allocated as follows:

• a) A portion of the accumulated profit in the amount of 15,960,000.00 euros is allocated for the paying out of dividends in the gross amount of 1.14 euro per ordinary share
• b) the remaining portion of accumulated profit totalling 14,677,829.48 EUR euros remains undistributed.

The dividend shall be paid out on 27.08.2021 to the shareholders who will be registered in the Central Register of Dematerialized Securities with the KDD as at 26.08.2021.

IN FAVOUR OF (FOR) the proposed resolution	10.449.982
AGAINST the proposed resolution	182.724
ABSTAINED	4.000

To item 3.2 of the agenda the proposal of the resolution of the shareholder Slovenski državni holding, d.d. (Slovenian Sovereign Holding, d.d.) in accordance with the article 300 of ZGD-1:

3.2. The proposed resolution on granting of discharge to the management board:

The general meeting of shareholders grants discharge to the management board for the financial year 2020.

IN FAVOUR OF (FOR) the proposed resolution	10.583.160
AGAINST the proposed resolution	5.221
ABSTAINED	48.325

To item 3.3 of the agenda the proposal of the resolution of the shareholder Slovenski državni holding, d.d. (Slovenian Sovereign Holding, d.d.) in accordance with the article 300 of ZGD-1:

3.3. The proposed resolution on granting of discharge to the supervisory board:

The general meeting of shareholders grants discharge to the supervisory board for the financial year 2020.

IN FAVOUR OF (FOR) the proposed resolution	10.583.069
AGAINST the proposed resolution	7.824
ABSTAINED	45.813

4. Changes and amendments to the company's articles of association;

The proposed resolution:

The general meeting of shareholders adopts the following changes and amendments to the company's articles of association:

A new indent shall be added to the second paragraph of Article 9 of the company's articles of association, which shall become indent 10 and shall read as follows:

"10. (tenth) Remuneration policy for members of the management board and supervisory board at consultative level,".

The current 10th indent shall become the 11th indent of the second paragraph of Article 9 of the company's articles of association."

A consolidated version of the articles of association shall be prepared by taking into account these changes and amendments.

IN FAVOUR OF (FOR) the proposed resolution	10.566.183
AGAINST the proposed resolution	1
ABSTAINED	70.522

5. Adoption of a remuneration policy for the members of the management board and supervisory board;

The proposed resolution:

The general meeting of shareholders approves the remuneration policy for the members of the management board and supervisory board of the company Luka Koper, d.d.

IN FAVOUR OF (FOR) the proposed resolution	10.563.681
AGAINST the proposed resolution	8.607
ABSTAINED	64.418

6. Reaching of a settlement in the TTI case;

The proposed resolution:

The general meeting of shareholders agrees to a settlement with the former members of the supervisory board in the TTI case whereby the former members of the supervisory board Marjan Bezjak, Orjano Ban, Boris Bradač, Olga Franca, Metod Mezek, Nebojša Topić, Marko Valentinčič and Bojan Zadel shall pay a total amount of 248,210.52 euros to the company.

IN FAVOUR OF (FOR) the proposed resolution	1.159.703
AGAINST the proposed resolution	9.469.123
ABSTAINED	7.880

7. Reaching of a settlement in the Gašpar Gašpar Mišič Case;

The proposed resolution:

The general meeting of shareholders agrees to a settlement with the former members of the supervisory board Alenka Žnidaršič Kranjc, Elen Twrdy, Andrej Šercer and Žiga Škerjanc and the insurance company WIENER STÄDTISCHE VERSICHERUNG AG Vienna Insurance Group, Vienna, WIENER STÄDTISCHE ZAVAROVALNICA, Branch Office Ljubljana, whereby the insurance company shall pay a total amount of 55,000.00 euros to the company.

IN FAVOUR OF (FOR) the proposed resolution	10.629.109
AGAINST the proposed resolution	6.525
ABSTAINED	1.072

9. Election of the members of the supervisory board of Luka Koper, d.d.

9.2 The general meeting of shareholders appoints Andrej Koprivec as a member of the supervisory board, representative of the capital, for a term of office of four years, with effect from 2 July 2021.

IN FAVOUR OF (FOR) the proposed resolution	10.191.933
AGAINST the proposed resolution	20.398
ABSTAINED	419.391

9.3 The general meeting of shareholders appoints Božidar Godnjavec as a member of the supervisory board, representative of the capital, for a term of office of four years, with effect from 2 July 2021.

IN FAVOUR OF (FOR) the proposed resolution	10.190.703
AGAINST the proposed resolution	17.995
ABSTAINED	423.024

9.4 The general meeting of shareholders appoints Franci Matoz as a member of the supervisory board, representative of the capital, for a term of office of four years, with effect from 2 July 2021.

IN FAVOUR OF (FOR) the proposed resolution	10.070.017
AGAINST the proposed resolution	23.125
ABSTAINED	538.580

9.5 The general meeting of shareholders appoints Nevenka Črešnar Pergar as a member of the supervisory board, representative of the capital, for a term of office of four years, with effect from 2 July 2021.

IN FAVOUR OF (FOR) the proposed resolution	10.067.034
AGAINST the proposed resolution	26.015
ABSTAINED	538.673

9.6 The general meeting of shareholders appoints Rado Antolović as a member of the supervisory board, representative of the capital, for a term of office of four years, with effect from 2 July 2021.

IN FAVOUR OF (FOR) the proposed resolution	9.874.452
AGAINST the proposed resolution	215.329
ABSTAINED	541.941

In Koper, on 29 June 2021