Luka Koper

Governance Information • May 19, 2021

Pursuant to the provision of Article 297, paragraph four of the Companies Act (Official Gazette of the Republic of Slovenia, No. 65/09 – officially consolidated text, 33/11, 91/11, 32/12, 57/12, 44/13 – decree of the CC, 82/13, 55/15, 15/17 and 22/19 – Trade Secrets Act) and provision of Article 10.a. of the Articles of Association of the joint stock Company Luka KOPER, d.d., at its board meeting no. R 253/2021 held on 13 April 2021 the Company's management board adopted the following

RULES

OF PROCEDURE FOR PARTICIPATION AND VOTING AT THE ELECTRONIC GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY LUKA KOPER d.d.

1. General rules for exercising shareholders' rights at the electronic general meeting

• 1.1. Shareholders or their proxies can attend the Company's general meeting of shareholders in person, at the place where the meeting is held. An electronic general meeting is an additional possibility to attend and exercise the shareholder's rights at the Company's general meeting without the physical presence of the shareholder or his/her proxy, with the support of electronic means. The shareholder or his/her proxy shall be free to choose between attending the meeting in person or attending it remotely, with the support of electronic means. The electronic general meeting of shareholders is conducted by transmitting the video and sound of the entire meeting in real time via an online portal or digital environment enabling the conduct of the electronic meeting. In this manner, the shareholder or his/her proxy is able to exercise his/her right to attend and vote at the general meeting and to exercise other rights in accordance with these Rules. By participating in the electronic general meeting of shareholders, the shareholder agrees to be bound by determined conditions and restrictions relating to the electronic general meeting as set out in these Rules. Unless otherwise expressly provided, these rules are without prejudice to the general rules relating to the exercising of shareholder's rights arising from the holding of a share for the purpose of exercising the shareholders' rights at an electronic general meeting.
• 1.2. In order to successfully participate in the Company's electronic general meeting of shareholders (and in order to successfully undergo a previous video identification), the shareholder or proxy needs a good Internet connection, appropriate software or an appropriate web browser for remote access to the software and appropriate devices (as for instance a personal computer, tablet or smartphone) enabling to follow-up the transmission and to transmit the video and sound in real time (i.e. devices equipped with a microphone and a camera), as well as a mobile telephone used only by the shareholder or proxy which allow him/her to receive text messages (SMS), and an e-mail address (the one used by the shareholder or proxy on regular basis is highly recommended). At the time of video identification which is a prerequisite for taking part at the general meeting, the shareholder or proxy who - in accordance with the instructions set out in the notice of convening the general meeting, duly and timely made his/her registration for the general meeting - should be equipped with a valid official identity document (which is a public document) with his/her photograph at disposal, while the proxy should be equipped with a written authorization signed by handwritten signature or electronic signature, or by advanced electronic signature or stamp supported by a qualified certificate for electronic signature and stamp, or by a qualified electronic signature or stamp (the authorization need not to be sent to the Company but will be recorded and verified during the video

identification process in line with point 11 of these Rules). If a proxy is a substitute of a proxy who, in accordance with the instructions set out in the notice convening the general meeting, duly and timely submitted his/her registration for the participation at the general meeting, he/she must also submit his/her registration to the Company by e-mail or regular mail. The shareholder or his/her proxy shall personally provide for the relevant equipment and facilities which are a technical prerequisite for the effective participation and voting at the electronic general meeting (and for a preliminary video identification).

1.3. By submitting his/her registration and by participating in the electronic general meeting, the shareholder or proxy expressly consents to video identification and the processing and storage of personal data. The rules for video identification are set out in point 11 of these Rules.

2. Registration for the electronic general meeting of shareholders

2.1. Unless otherwise provided in these Rules, registration for the electronic general meeting of shareholders shall be subject to the general rules for registration. A Company's shareholder who intends to participate in an electronic general meeting must expressly select (tick) this possibility in the registration form for general meeting and must also provide an e-mail address and a mobile telephone number to which a short text message (SMS) will be sent for him/her or for his/her proxy. In the message, sent to the e-mail address provided in the registration for the general meeting, the shareholder or his/her proxy will receive the access data to the web portal or digital environment enabling the implementation of the electronic general meeting.

3. Preliminary video identification; Registration for taking part at electronic general meeting

• 3.1. A shareholder or proxy who in his/her registration of participation at the general meeting of shareholders expressed his/her intention to participate in the electronic general meeting must undergo a previous video identification in accordance with the point 11 of these Rules within the timeframe and in accordance with the instructions set out in the notice convening the general meeting of shareholders.
• 3.2. After successful video identification, the shareholder or his/her proxy shall receive a PIN number required for registration at the electronic general meeting, which will be sent to his/her mobile phone, as text message (SMS). The receipt of the PIN number by mobile phone (as text message – SMS) shall also confirm the successful completion of the registration for the electronic general meeting. After receiving the link granting access to the web portal or digital environment on his/her e-mail address and with the text message (PIN) received by him/her on mobile phone, the shareholder/proxy can directly log in the web portal or digital environment where the electronic general meeting will take place. Early registration is recommended as this gives the shareholder/proxy the opportunity to solve any technical problems. The notice convening the general meeting will indicate the time from which the registration to the digital environment (where the electronic general meeting will take place) will be possible.
• 3.3. The completion of the steps described above is a prerequisite for exercising the voting rights and other rights at the electronic general meeting.

4. Voting

• 4.1. Voting on individual resolution proposals shall take place in real time, as they are put on vote by the chairman of the general meeting of shareholders. The voting shall be secret. For each resolution proposal, the shareholder/proxy shall have the option to vote FOR (i.e. in favour of)¹ , AGAINST² or ABSTAINED³ by clicking on the corresponding field. Immediately after voting, the shareholder shall have to confirm the choice by clicking CONFIRM⁴ . Until the choice is confirmed it may be changed. If the shareholder/proxy does not select any of the voting options, it shall be deemed that the vote has not been cast.
• 4.2. After the voting process, the Company shall send a real-time feedback to the shareholders/proxies participating in the electronic general meeting at the e-mail address they provided at the time of registration, indicating whether and how their vote was taken into account. This shall occur by the conclusion of the general meeting at the latest.

5. Shareholders' questions; Discussion

• 5.1. Shareholders attending the electronic general meeting may ask questions of their choice either in real time (during the general meeting) by audio and video transmission, or in advance, before the general meeting, by e-mail, by sending their questions to the e-mail address specified in the notice convening the general meeting.
• 5.2. If sent in advance by e-mail, shareholders' questions must be submitted to the Company at least two business days before the date of general meeting, otherwise the Company shall not be obliged to respond to them. The manner in which the Company will deal with and respond to the shareholders' questions submitted by email, shall be at the discretion of the Company's management, with the requisite due care (as for instance, if shareholders' questions are repetitive or similar, the Company may respond to all such questions with a single answer). When providing its answer(s), the Company's management will indicate to whom it is responding.
• 5.3. Shareholders who wish to discuss and/or ask questions during the general meeting by electronic means, i.e. with real-time audio and video transmission, must notify the Company at least one business day before the meeting and, if necessary, cooperate with the Company (or its external technician) in order to arrange everything necessary for the transmission. If a shareholder does not comply with the requirement described in the preceding sentence, the Company shall not be obliged to provide him/her the possibility to ask questions or discuss during the real-time audio and video transmission. In case the shareholder wishes to ask a question or debate in real time under a specific item of the agenda, he/she must "raise his/her hand" by clicking on the corresponding icon on the screen. When the shareholder "raises his/her hand" by clicking the icon on the screen, the chairman of the meeting, or an administrator authorised by him, shall enable the shareholder to go live with the real-time video and audio transmission.

¹ In Slovene: ZA ( = FOR/IN FAVOUR OF)

² In Slovene: PROTI (= AGAINST)

³ In Slovene: VZDRŽAN (=ABSTAINED)

⁴ In Slovene: POTRDI (= CONFIRM)

6. Announcement of challenging actions; Counter-proposals

• 6.1. A shareholder taking part at the electronic general meeting may announce his/her intention to challenge a resolution in real time (i.e. in the course of the general meeting) by entering the announcement in the ANNOUNCEMENT OF CHALLENGING ACTION⁵ box and by clicking CONFIRM. The chairman of the general meeting shall read aloud the announcement of challenging action and identify the person who submitted it.
• 6.2. A shareholder may submit a counter-proposal either in advance by electronic means (via e-mail), in accordance with the rules set out in the notice convening the general meeting, or in real time, at the time of the general meeting, by entering the counterproposal in the COUNTER PROPOSAL⁶ box and by clicking CONFIRM. The chairman of the general meeting shall read the counter-proposal aloud, indicate the submitter and determine the order of voting. Shareholders' counter-proposals which will be submitted in advance by e-mail must be sent to the Company at least two working days before the general meeting in accordance with the rules set out in the notice convening the general meeting, in the opposite case the Company shall not be obliged to take them into account. If so specified in the notice, a shareholder may submit a validly signed written counter-proposal in real time (during the meeting) to a specific electronic mailbox specified in the notice.

7. General guidance

7.1. Shareholders or their proxies shall protect the information on how to proceed to the voting, as communicated to them by the Company, from unauthorised third parties and shall ensure that such information is not used by any unauthorised third party attempting to access the online portal or digital environment supporting the electronic general meeting. In case of any suspicion of data misuse, the shareholder or his/her proxy shall immediately notify the Company on the telephone number set out in the notice convening the meeting. If case the shareholder or his/her proxy loses the received PIN number, he/she shall obtain a new PIN number by calling the telephone number provided in the notice of the general meeting.

8. Acknowledgment of receipt sent to the shareholder

• 8.1. The shareholder who indicated that he/she intends to attend the electronic general meeting in the registration form, will receive the Company's acknowledgment of receipt by ordinary registered mail, where the shareholder's e-mail address and the telephone number indicated by him/her in his/her registration be confirmed by the Company.
• 8.2. After a successful video identification, a shareholder shall receive an acknowledgement of successful registration in form of a text message (SMS) with a PIN number. By entering the PIN number in the password field immediately prior to the general meeting, the shareholder will be allowed to register and vote at the electronic general meeting.
• 8.3. After submitting his/her vote during the voting process, the shareholder will receive

⁵ In Slovene: NAPOVED IZPODBIJANJA (= ANNOUNCEMENT OF CHALLENGING ACTION)

⁶ In Slovene: NASPROTNI PREDLOG (= COUNTER-PROPOSAL)

an acknowledgment of voting (indicating that his/her vote was counted during the voting on individual resolutions adopted by the general meeting of shareholders) in real time, immediately after casting the vote, or by the end of the general meeting at the latest. The acknowledgment will be sent to the e-mail address that has been provided by the shareholder in his/her registration for the general meeting.

9. Exclusion of liability

• 9.1. In order to ensure the effective conduct of the electronic general meeting and the protection of personal data, the Company commits to use technical and organisational measures that comply with state-of-the-art standards and regulations. Despite this, the Company is aware that technical malfunctions and disruptions may occur and that it has no influence on the operation of telecommunications links and the conduct/services of the Internet and network providers.
• 9.2. The Company therefore provides no guarantees and accepts no responsibility for the operation, accessibility, stability and reliability of the web portal.
• 9.3. The Company assumes no responsibility for the operation of the Internet and network connections. In addition, the Company accepts no responsibility in relation to the equipment used by the shareholders (or their proxies).
• 9.4. The exclusion of liability does not apply if the technical malfunction is caused by gross negligence or wilful misconduct on the part of the Company.

10. Recording of the general meeting of shareholders and protection of personal data

• 10.1. The General Meeting shall be recorded for the purpose of evidencing its proceedings, content and the adoption of shareholders' resolutions. There is a possibility that the shareholder or his/her proxy may be recorded, and this is particularly the case if the shareholder or his/her proxy will be involved in the discussion by means of audio and video transmission, to which the shareholder or his/her proxy agrees by participating in the electronic general meeting. The Company shall be obliged to obtain the written consent of the shareholder/proxy to the recording. The audio and video material obtained from the recording of the general meeting shall be protected and stored by the Company in accordance with the GDPR and the applicable data protection regulations. The recording shall serve only for the purpose of ensuring traceability and proving the content and conduct of the general meeting, but no longer than strictly necessary and within the time limits set by the applicable regulations.
• 10.2. Personal data of shareholders and their proxies will be collected, stored, processed and used solely for the purpose of registering for the general meeting and exercising the right to vote and other rights in accordance with the GDPR and applicable data protection regulations, for as long as strictly necessary and within the limits of the applicable regulations. The data shall be held by the Company for the purpose of providing traceability and evidence in relation to the registration for the general meeting and the content and conduct of the general meeting. Any external contractor assisting the general meeting (as Company's external provider) shall not retain any personal data collected. After the conclusion of the general meeting, the contractor shall provide all information obtained in connection with the registration for the general meeting and the recording of the general meeting to the Company.

10.3. Any audio or video recording of the general meeting by persons other than the Company and the use (or transmission) of recordings without the written consent of the Company and the individuals is prohibited. Unauthorized audio or video recording shall constitute the offence of unauthorized video recording under Article 138 of the Criminal Code of the Republic of Slovenia.

In the event of unauthorized acquisition or any disclosure of personal data or trade secret information discussed at the general meeting, this shall constitute an infringement or a criminal offence in the field of protection of personal data or trade secrets.

• 10.4. Video-electronic identification shall be carried out for the purpose of verifying the identity of a shareholder or proxy who registered for the electronic general meeting and intents to take part at it remotely. The video identification shall be carried out by the Company which is at the same time the controller of the data obtained, and by the representatives of an external service provider who assists the Company and who shall be indicated in the notice convening the general meeting. The correctness of the indicated shareholders' telephone number used to transmit the PIN number may be re-checked in the course of the procedure.
• 10.5. In the process of video identification procedure, the operator shall capture the shareholder's photograph and official identity document, and in the case of proxy, also the power of attorney, and he shall obtain an audio recording of the conversation. The following data of the shareholder or proxy will be collected and stored: name and surname, permanent residence address, temporary residence address if any, date of birth, ID document number, photograph of the front and back of the ID document, photograph of the written proxy, photograph of the shareholder or proxy during the video identification procedure, information about the purpose, date and time of the procedure, audio recording of the interview and mobile phone number.
• 10.6. In the process of video identification, the operator shall verify the following: visual verification of optical security features, including holographic or other equivalent security features; verification of the official identity document's formal features and their correspondence to the type of official identity document (graphic design, size of characters, spacing between characters, typography, etc.); matching between the information previously obtained (for example in the registration for taking part at the general meeting) and the information appearing on the official identity document; verification of the validity of the official identity document and the correctness of the alphanumeric characters of its serial number; a visual check of any subsequent affixing of a photograph, of the intactness of the lamination surrounding the official identity document or of any other security features which show that it is intact; verification of the logical consistency of the data derived from the identity document (for example, correct date of issue and expiry, correct date of birth, data matching, etc.), the reasonable grounds of the shareholder's or proxy's purpose to use the video identification procedure for which the video identification service is being provided; and the shareholder's or proxy's response to the operator's queries and behavior during the course of the video identification procedure.
• 10.7. The operator shall conclude the video identification process with the identified shareholder or proxy by stating whether the identification and confirmation of the identity of the shareholder or proxy is successful (positive) or unsuccessful (negative).

• 10.8. The video identification operator shall terminate the video identification process when the following circumstances occur: poor lighting or sound conditions at the shareholder's or proxy's premises or poor quality of the video or sound transmission which do not allow the identification and verification of the identity; inability to produce a screenshot that is adequate for the visual verification of the shareholder or proxy or of his/her official identity document or the data contained therein; uncertainty as to the identity of the shareholder or proxy; suspicion of possible influence by third parties on the decision expressed by the shareholder/proxy and, consequently, suspicion concerning the validity of the consent. The operator shall record the reasons for termination and keep them in the collected data. If the time window for the verification of identity as indicated in the notice of the general meeting is still open, the verification of identity may be repeated at a later stage.
• 10.9. Shareholders' personal data collected in the course of video identification shall be stored by the Company in accordance with the provisions of GDPR and the applicable personal data protection regulations. They shall be kept solely for the purpose of providing traces, content and course of the identification process. The Company is obliged to obtain a written consent of the shareholder or proxy as to the collection and processing of personal data. The personal data collected shall be kept for as long as strictly necessary and within the time limits set by the applicable regulations. An eventual Company's external contractor who provides video identification services (and assists the Company) shall not retain any personal data collected. Once that the video identification is carried out, the external contractor shall provide the Company with all data obtained in the course of the video identification or in connection with it.
• 10.10.All data obtained in the course of video identification process shall be processed in accordance with the Rules on personal data protection. If a person considers that his/her rights have been violated in the course of data processing, he/she may lodge a complaint with the Information Commissioner.

11. Final provisions

• 11.1. These Rules shall come into force on adoption by the management board and following the approval by the supervisory board.
• 11.2. These Rules shall be published on the Company's webpage.

Management Board of Luka Koper d.d.

Dimitrij Zadel /signature/ President of the Management Board

Irma Gubanec, MSc. /signature/ Member of the Management Board

Metod Podkrižnik /signature/ Member of the Management Board

Vojko Rotar /signature/ Member of the Management Board – Workers Director