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Luka Koper Governance Information 2026
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Governance Information
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LUKA KOPER
Port of Koper
Corporate Governance Statement
In line with the provision of Article 70 (5) of the Companies Act, Luka Koper, d.d., issues the following Corporate Governance Statement relating to the period from 1 January 2025 to 31 December 2025.
1.1 Codes and Management Practice
In the period from 1 January to 31 December 2025, the Company observed the Slovenian Corporate Governance Code for Listed Companies of December 2024, which was drawn and adopted jointly by the Ljubljana Stock Exchange (Ljubljanska borza, d.d.), Ljubljana, and the Slovenian Directors' Association, and put into force on 1 January 2025. The Code is available on the Ljubljana Stock Exchange's website Ljubljana Stock Exchange Rules and Regulations (ljse.si).
In the period from 1 January to 31 December 2025, the Company also observed The Corporate Governance Code for State-Owned Enterprises (adopted in December 2023) which is available on the Slovenian Sovereign Holding (SDH) website Key SSH Asset Management Documents (sdh.si). In addition, the Company is subject to the Recommendations and expectations of the Slovenian Sovereign Holding (adopted in December 2024), which are available on the Slovenian Sovereign Holding website Key SSH Asset Management Documents (sdh.si).
The Company is governed by the Corporate Governance Policy of Luka Koper, d.d., and the Luka Koper Group, which was updated in December 2025, whereby governance is carried out in accordance with the provisions of the Companies Act (ZGD-1) and the aforementioned codes.
In its corporate governance, the Company voluntarily decided to apply the Slovenian corporate integrity guidelines, based on which it adopted its own Corporate Integrity Strategy of the Luka Koper Group companies, the Code of Ethics of the Luka Koper Group, and the Corruption Prevention Policy. All these documents are available on the Company's website Corporate-documents - Luka Koper d.d. (luka-kp.si). The Code of Ethics of the companies of the Luka Koper Group was last revised on 13 November 2024. The Company also has in place the Rules of Procedure for the Corporate Integrity Officer and the Corporate Integrity Violations and Complaints Committee in the Luka Koper Group.
1.1.1 Governance of Luka Koper, d. d.
In governance, the Company observes the provisions of applicable codes. Any derogation is stated and/or explained below.
Statement of Compliance with the Governance Code for State-Owned Enterprises
Recommendation 6.2.2 – The consent of the Supervisory Board for the most important transactions in the Group's subsidiaries is not required, as decision-making is carried out with the approval of the shareholders' meetings of these subsidiaries – deviation.
Recommendation 6.7.2 – The Chair of the Supervisory Board is not a member of the Supervisory Board's HR Committee – deviation.
Recommendation 6.26 – In 2025, the Supervisory Board did not carry out the annual evaluation procedure of its effectiveness; the last such evaluation was conducted in 2024. The Audit Committee performed a self-assessment in 2025 and reported on it to the Supervisory Board – deviation.
Recommendation 7.10 – The Company has adopted a succession programme but has not adopted an internal succession policy – partial deviation.
Statement of Compliance with the Slovenian Corporate Governance Code for Listed Companies
Recommendations 10.1 and 10.2 – The 39th General Meeting of Shareholders was held with physical attendance only, as the circumstances allowed it and the Company thus maintains direct contact with its shareholders – partial deviation.
Recommendation 14.4 – The Supervisory Board does not review, once a year, the works council’s report on the state of employee participation in management, as it does not receive such a report from the works council – deviation.
Recommendation 15.1 – The Supervisory Board does not have a special training plan, as each member independently determines their own training priorities – partial deviation.
Recommendation 18.2 – When forming an individual committee, except for the Audit Committee for which the Rules of Procedure have been adopted, the Supervisory Board does not directly define its tasks by resolution or rules of procedure. The tasks of the other committees are evident from the reporting system to the Supervisory Board and its committees – partial deviation.
Recommendation 32.7 – The Company does not publish all rules of procedure of its corporate bodies, i.e. the management and supervisory bodies, on its website. The Rules of Procedure of the General Meeting and the Audit Committee of the Supervisory Board are publicly available – partial deviation.
1.1.2 Corporate integrity
Corporate integrity is reported in detail in Section 18.1 ‘Business Conduct’.
1.1.3 Risk control system
The risk management system is reported in detail in Chapter 13 ‘Managing risks and opportunities’.
1.2 Internal controls and risk management related to financial reporting
The Luka Koper Group manages risk related to financial reporting, the implementation of adopted guidelines and internal control procedures. The purpose of internal controls is to ensure the accuracy, reliability and completeness of acquiring data on transactions and preparation of financial statements that give a true and fair view of the financial position, profit or loss, cash flows and changes in equity in accordance with the applicable laws, International Accounting Standards and other external and internal regulations. Risk management related to the Group’s consolidated financial statements has also been ensured through a centralised accounting function in a uniform IT system in the controlling company, which includes all the subsidiaries and the majority of associated companies.
Having been designed in accordance with the principle of reality and division of responsibility, the accounting controls are directed at the control of accuracy and completeness of data processing, reconciliation of the balance presented in the books of account and the actual balance, separation of records from conducting transactions, professionalism of accountants and independence. Internal controls in accounting are also related to controls in the field of IT that ensure limitations and supervision over the access to the network, data and applications as well as the accuracy and completeness of data acquisition and processing.
Luka Koper, d.d. as a company subject to the application of the act regulating acquisitions, states in its annual report all the required data and explanations in line with the provision of Article 70 of the Companies Act.
1.2.1 Structure of the Company’s share capital
The Company shares are ordinary no-par value shares that grant to their holders the right to participate in the company management, the right to profit sharing – dividend payments, and the right to a proportionate amount of remaining assets after winding up or bankruptcy of the company. All the shares are registered shares, of one class and issued in book-entry form. The Company shares are freely transferable and listed on the Ljubljana Stock Exchange, first listing. Detailed data about the share and ownership structure is presented in Chapter 14 ‘The LKPG Share’.
1.2.2 Share transfer limitations
All Company shares are freely transferable.
1.2.3 Qualified shares pursuant to the Takeovers Act
Pursuant to Article 77 (1) of the Takeovers Act, achievement of the qualified share on 31 December 2025 was as follows:
- Republic of Slovenia held 7,140,000 shares issued by Luka Koper, d.d., which accounted for 51.00 percent of the initial capital of the issuer of the shares, and
- Slovenian Sovereign Holding (Slovenski državni holding, d.d.) held 1,557,857 shares issued by Luka Koper, d.d., which accounted for 11.13 percent of the initial capital of the issuer of the shares.
1.2.4 Holders of securities granting special control rights
The company issued no securities that would grant special control rights.
1.2.5 Employee Share Scheme
The company has no employee share scheme.
1.2.6 Limitation of voting rights
There is no limitation of voting rights.
1.2.7 Agreements among shareholders that may result in limitation of share transfer or voting rights
The company has not been informed of any such agreements.
1.2.8 The Company's rules on appointments or replacements of members of management and supervisory bodies
The Management Board of the company has a President and three members, of which one is the Worker Director. The President of the Management Board and other Management Board Members are appointed and dismissed by the Supervisory Board. The Worker Director as a Member of the Management Board is appointed and dismissed by the Supervisory Board on a proposal of the Works Council. The term of office of the President of the Management Board, Management Board Members and the Worker Director is five years with the possibility of re-appointment. The Supervisory Board has the right and competence to dismiss the entire Management Board or an individual Member of the Management Board.
The Supervisory Board can dismiss the President of the Management Board, Members of the Management Board and the Worker Director early for the reasons set out in the law. The quorum of the Supervisory Board when appointing or dismissing the President of the Management Board, a Member of the Management Board or the Worker Director requires the presence of at least half of the Members of the Supervisory Board and at least half of the present Supervisory Board Members have to be representatives of the capital, of which the Chair of the Supervisory Board and deputy Chair of the Supervisory Board are to be present as well.
The President and Members of the Management Board shall have at least university education, a thorough knowledge of one world language, and at least five years of work experience in decision-making positions in large companies in accordance with the criteria as defined by the law governing companies. More detailed conditions and criteria for the President and Members of the Management Board are determined by the Supervisory Board. The terms of appointment of the Worker Director are jointly determined by the Supervisory Board and the Works Council.
The HR Committee operates under the Supervisory Board, carrying out preliminary procedures relating to the selection of candidates for the Management Board of the company and proposing the most suitable candidates for the Management Board Members to the Supervisory Board. Before submitting the proposal, the Committee verifies whether the candidates suggested meet the legal and statutory criteria for the Members of the Management Board.
The Supervisory Board of the company consists of nine members, of which six are elected by the General Meeting by a simple majority of the shareholders present and three members are elected by the Works Council. One of six
Supervisory Board members can be proposed to the General Meeting by the municipality or municipalities in which the onshore part of the port area is located. The General Meeting establishes with a decision the election and dismissal of the members of the Supervisory Board elected or dismissed by the Works Council. The decision on an early dismissal of Members of the Supervisory Board has to be taken by a three-quarters majority of the votes submitted in the General Meeting. Members of the Supervisory Board elected from among the employees can be dismissed before the expiry of their term of office by the Workers' Council, and the general meeting can only confirm their dismissal by decision. After expiry of their term of office, each elected Member of the Supervisory Board may be proposed and re-appointed as a Member of the Supervisory Board.
The Management and the Supervisory Boards formulated and adopted a diversity policy with respect to representation in management and control bodies of the company. The Company has thus pursued the objective of diversity with respect to representation in management and control bodies. In 2023, the Supervisory Board adopted a competency profile for the members of the Management Board. Information regarding the diversity policy relating to representation on the Company's management and control bodies from the perspective of gender and other aspects (such as age, education and professional experience), including the objectives and the way in which it is implemented, is published on the Company's website at the link https://www.luka-kp.si/wp-content/uploads/2025/03/Politika-raznolikosti -2025-dopolnitive-NS_cistopis.pdf. The results of the policy in 2025 are reported in Sections 4.3.4 Report on the implementation and achieved results of the diversity policy.
1.2.9 The Company's rules concerning changes in the articles of association
The General Meeting of Shareholders decides on the changes in the articles of association with a three-quarters majority of the initial capital represented.
1.2.10 Powers of Members of the Management Board, in particular with regard to own shares
Powers of Members of the Management Board are defined in Chapter 4.3.3 'Company Management of Luka Koper, d. d. Otherwise, the Management Board has no special powers relating to the issue or purchase of own shares.
1.2.11 Relevant agreements that are put into effect, changed or terminated on the basis of a change in the company's control as a result of a public takeover offer
The company has not been informed of any such agreements.
1.2.12 Agreements between the Company and the members of its management or control bodies or employees that foresee compensation if they resign, are dismissed without valid grounds or their employment contract expires because of an offer made in compliance with the Takeovers Act
There have been no agreements in accordance with the Takeovers Act.
1.3 Management system
Luka Koper, d.d. operates under a two-tier management system, under which the Company has three management bodies: the General Meeting of Shareholders, the Supervisory Board, and the Management Board. The competencies of individual bodies and the rules on their operation, appointment, discharge and changes to the articles of association and Company's internal regulations related to the work of these bodies are laid down in the Companies Act, the Company's articles of association, and the Rules of Procedure on the Work of the Supervisory Board, the Management Board and the General Meeting of Shareholders.
Material impacts on the Company's business in terms of negative impacts on stakeholders are communicated to the Management Board and the Supervisory Board through the submission and consideration of regular reports: quarterly reports, the annual report, risk management reports, reports of violations of corporate integrity, compliance reports, etc.
Conflicts of interest regarding cross-membership, cross-ownership and the existence of controlling shareholders are disclosed to stakeholders. Details of related party transactions are presented in the consolidated financial statements in Note 29 'Related party transactions'.
Specific provisions on the operation of the Management Board are also stated in other general acts on internal company regulation. The Articles of Association of the public limited company are available on the website Corporate documents - Luka Koper d.d..
1.3.1 General Meeting of Shareholders
The General Meeting of Shareholders is the highest body of the Company, deciding on its status changes, appropriation of the profit, the appointment or dismissal of Members of the Supervisory Board and all other issues. It makes decisions in accordance with the Companies Act (ZGD-1) and the Articles of Association of Luka Koper, d. d. The ownership structure of Luka Koper, d. d. is presented in Chapter 14 'The LKPG Share'.
Convening the General Meeting of Shareholders
The Management Board shall convene the General Meeting of Shareholders once a year as a general rule, or several times, if necessary. The convening of the General Meeting of Shareholders is announced at least one month in advance on the AJPES website, in the SEO-net electronic system of the Ljubljana Stock Exchange, and on the Company's website. The full text of the proposed resolutions is available on the website General Assembly - Luka Koper d.d. and is also made available for inspection by shareholders at the Company's head office. In compliance with the rules of the Ljubljana Stock Exchange, all decisions taken at the General Meeting of Shareholders are also published.
Participation and voting rights
Shareholders may take part in the General Meeting and exercise their voting right if their presence is reported to the Management Board by the end of the fourth day prior to the General Meeting and if shares or a share certificate are submitted for inspection.
The company has no limitations relating to the voting rights, as all shares of Luka Koper, d.d. provide voting rights in line with the legislation.
Luka Koper, d.d. has issued no securities that would grant their holders any special control rights.
Decisions of the General Meeting of Shareholders
In 2025, shareholders of Luka Koper, d.d., met on 24 June, at the 39th Annual General Meeting, at which they:
- Approved the report on the remuneration of the members of the Company's management and supervisory bodies in 2024;
- Adopted a decision on the proposal for the appropriation of the accumulated profit for 2024, which amounted to EUR 45,491,178.69:
- A portion in the amount of EUR 29,400,000.00 is to be used for dividend payout in the gross value of EUR 2.10 per ordinary share,
- The residual amount of accumulated profit in the amount of EUR 16,091,178.69 is to remain unappropriated;
- Granted discharge for the year 2024 to the Management Board and Members of the Supervisory Board;
- Adopted the Rules of Procedure of the Assembly,
- Rejected the proposal to set the remuneration and attendance fees for the members of the Supervisory Board and the members of the Supervisory Board committees.
1.3.2 Supervisory Board of Luka Koper, d.d.
The work of the Supervisory Board is governed by statutory regulations, Company's articles of association and the Rules of Procedure on the Work of the Supervisory Board, the Slovenian Corporate Governance Code for Listed Companies, Corporate Governance Code for State-Owned Enterprises, Recommendations and Expectations of the Slovenian Sovereign Holding and Recommendations of the Slovenian Directors' Association.
The Supervisory Board oversees the running of the Company's business. Other tasks and powers of the Board, in accordance with the law and the Company's articles of association, are: appointing and dismissing the Management Board, determining the amount of Management Board's remuneration, approving the annual report, preparing proposals for the appropriation of the accumulated profit, and convening the General Meeting of Shareholders.
The Company has adopted a competency profile for the members of the Supervisory Board (Competency Profile of the Supervisory Board), which is published on the Company's website Corporate Documents - Luka Koper d.d. (luka-kp.si).
Work, decisions, and viewpoints of the Supervisory Board and the Committees of the Supervisory Board are reported in detail in Chapter 3 'Report on the Supervisory Board for 2025'.
Composition of the Supervisory Board of Luka Koper, d.d. as at 31 December 2025:
The Supervisory Board of Luka Koper, d.d. consists of nine members. Six are elected by the General Meeting of Shareholders, and three from among employees by the Works Council. The Board members' term of office is four years.
Representatives of shareholders:
| Mirko Bandelj Chair of the Supervisory Board Beginning of a 4-year term of office: 7 February 2023 [36^{th} General Meeting] | Tomaž Benčina Deputy Chair of the Supervisory Board Beginning of a 4-year term of office: 7 June 2022 [35^{th} General Meeting] | | --- | --- | | Employed Odvetniška pisarna Mirko Bandelj, d.o.o. | Employed Regional Chamber of Commerce of Celje, Director | | Membership in other management or supervisory bodies / | Membership in other management or supervisory bodies / | | Education University Graduate in Law | Education B. Eng. in Metallurgical Technologies; University Graduate in Economics | | Key professional experience Since February 2005, he has been employed at the Law Firm Mirko Bandelj, d.o.o., as a director and lawyer. He has several years of experience working in the legal profession. From 1986 to 1992, he served as Chief of Staff to the Deputy Prime Minister of the Republic of Slovenia. From 1992 to 1997, he was a leader of deputy group in the National Assembly. From 1997 to 2004, he served intermittently as Secretary-General of the Government of the Republic of Slovenia. From February 1997 to February 1999, he served as Minister of the Interior in the Government of the Republic of Slovenia. He has experience in serving on supervisory boards. He held the positions of Chair of the Supervisory Board of Slovenian Railways and Aerodrom Ljubljana, and President of the Council of the University Medical Centre Ljubljana. From 2011 to 2014, he was a mediator at the Ljubljana District Court. | Key professional experience He began his career in 1990 at Cinkarna Celje, d.d., where he became the head of the rolling mill in 1992. In 1998, he was promoted within the same company to the position of Assistant General Manager and then to Marketing Director. In 2003, he became a member of the Management Board of Cinkarna Celje, d.d., and two years later he took over the position of President of the Management Board of the same company, where he successfully served until 2020. In addition to his organisational and communication skills, he has broad managerial competences, knowledge of international markets, the ability to identify economic trends and an understanding of corporate governance. |
| Representatives of shareholders: | |
|---|---|
| Jožef Petrovič | |
| Member of the Supervisory Board | |
| Beginning of a 4-year term of office: 7 February 2023 | |
| (36^{th} General Meeting) | Barbara Nose |
| Member of the Supervisory Board | |
| Beginning of a 4-year term of office: 7 February 2023 | |
| (36^{th} General Meeting) | |
| Employed | |
| Retired | Employed |
| Constantia Primia, d.o.o., Managing Partner | |
| Membership in other management or supervisory bodies | |
| / | Membership in other management or supervisory bodies |
| Member of the Supervisory Board of Pošta Slovenije, d.o.o., Member of the Supervisory Board of Zavarovalnica Triglav, d.d., Director of Barnos, d.o.o., Director of Shramba, d.o.o. | |
| Education | |
| University Graduate in Economics | Education |
| University Graduate in Economics, Auditing Specialist | |
| Key professional experience | |
| In addition to his experience in the field of transport and logistics, he has extensive managerial experience. He served as the Assistant to the General Director of Slovenske železnice, d. o. o., and previously worked as a Director or President of the Management Board (at Unichem, Delo Prodaja, DZS, Fersped), as well as extensive experience in the field of commerce as a Commercial Manager or Director (at Inplet Sevnica, Prevoz Brežice, Videm Papir Vitacel). | Key professional experience |
| She started her career as a trainee financial analyst at Ljubljanska banka, where she was promoted to Head of Department in 1991. In 1991 and 1992 she worked as an audit assistant at Consultatio GmbH Wien, Vienna, and in 1992 and 1993 as a project manager at Consultatio Ljubljana, d.o.o. In 1993 she joined CONSTANTIA, d.o.o., Ljubljana, as a director/authorised auditor. Since 2005, she has worked as director/authorised auditor in Constantia Primia, d.o.o., Ljubljana. She has over 30 years of experience in the operational management of audit projects and maintaining an active certified auditor's licence. She developed her supervisory skills, among other things, by performing supervisory functions on the supervisory boards of Pozavarovalnica Sava, Luka Koper, Pošta Slovenije, as a supervisor of FIHO-funded organisations, as a chairperson and member of the Supervisory Board of the Urban Municipality of Ljubljana (MOL), and as an external member of the audit committees of companies listed on the Ljubljana Stock Exchange (LSE). | |
| Boštjan Rader | |
| Member of the Supervisory Board | |
| Beginning of a 4-year term of office: 7 February 2023 | |
| (36^{th} General Meeting) | Borut Škabar |
| Member of the Supervisory Board | |
| Beginning of a 4-year term of office: 7 February 2023 (36^{th} General Meeting) | |
| Employed | |
| SDH, d.d. | Employed |
| BLUEMARINE, d.o.o., Managing Director | |
| Membership in other management or supervisory bodies | |
| Deputy Chair of the Supervisory Board of Uradni list | |
| Republike Slovenije, d.o.o., Public Company | Membership in other management or supervisory bodies |
| BLUESHIP Ltd Istanbul, Managing Director | |
| Education | |
| University Graduate in Economics; MBA | Education |
| Graduate in History | |
| Key professional experience | |
| Since February 2021, he has been employed by SDH as an independent equity assets manager. Between 2016 and 2018, | Key professional experience |
| He works in international shipping and maritime logistics. He has been involved in maritime-related activities for almost his entire career. He has experience, among other |
he also gained experience in managing state assets as a senior manager at SDH. He started his career as a financial analyst at the brokerage firm Publikum, d.d. and continued as a stockbroker for institutional investors at SKB, d.d. from 2004 to 2007, then as an executive director at the brokerage firm Perspektiva, d.d. from 2007 to 2016, and later as head of sales for Germany at Krka, d.d. from 2018 to 2019. He also gained insight into the work of the supervisory boards as an assessor at the meetings of the Supervisory Board of DARS, d.d., as a representative of SDH.
things, as a chartering manager in international maritime transport. He is the Honorary Consul of the Republic of Turkey in Slovenia. He is active in cultural and sporting circles, including at international and diplomatic level. He also enriches his experience through social engagement in the form of initiatives and participation in projects in the local environment. He teaches at GEPŠ secondary school in Piran.
Representatives of employees
| David Krmac Member of the Supervisory Board 12 August 2025 (notification of shareholders at the next general meeting) | Jure Jambrošić Member of the Supervisory Board 12 August 2025 (notification of shareholders at the next general meeting) | | --- | --- | | Employed Luka Koper, d.d. | Employed Luka Koper, d.d. | | Membership in other management or supervisory bodies / | Membership in other management or supervisory bodies / | | Education University Graduate in Mechanical Engineering | Education Graduate in Economics | | Key professional experience He is the Energy Manager at Luka Koper, d.d., where he has worked since 2019. Before joining Luka Koper, d.d., he gained experience at home and abroad as a designer of mechanical installations, mainly in the field of clean media and biopharmaceuticals. He is a certified European Energy Manager (EUREM) and is the company's ISO 50001 administrator and auditor. He has also received training in calculating an organisation's carbon footprint (GHG protocol). He is involved in the development of sustainable solutions, including energy efficiency, e-mobility, alternative propulsion and the efficient use of renewable energy sources, as well as the introduction of "Smart Port" solutions. | Key professional experience As a shift manager at the container terminal since 2010, he successfully managed operational processes, leading to improved efficiency and optimised workflows. With his ability to deal quickly with emergencies, he ensured smooth operations and effective communication with customers and business partners. His previous experience as a disponent and dispatcher has enabled him to develop advanced logistics skills and master complex transport solutions. |
| Representatives of employees | External member of the Supervisory Board Committee |
|---|---|
| Mara Žerjal | |
| Member of the Supervisory Board | |
| 12 August 2025 (notification of shareholders at the next general meeting) | Mateja Treven |
| Appointed for the period from 23 February 2023 until revoked. | |
| Employed | |
| Luka Koper, d.d. | Employed |
| Head of Sustainable Operations, Quality and Process Optimisation, Slovenske železnice, d.o.o. | |
| Membership in other management or supervisory bodies | |
| / | |
| Education | |
| University Graduate in Civil Engineering | Membership in other management or supervisory bodies |
| Independent non-executive member of the Board of Directors of NLB Bank Prishtina, Chair of the Audit Committee of NLB Bank Prishtina, CEO of Blockhapp, d.o.o. | |
| Key professional experience | |
| She started her career in 2005 at DDC svetovanje inženiring (now DRI). She has been employed at Luka Koper d.d. since 2006, for the last seven years as Head of the Public Procurement Department. Previously, as an investment specialist, she led individual construction investment projects and was responsible for the management of port infrastructure. She holds a certificate issued by the Slovenian Association of Supervisory Board Members qualifying her to perform the function of a member of a supervisory board, an additional certification as a Public Procurement Specialist in the Republic of Slovenia, and has passed the professional examination for site manager for complex construction projects at the Slovenian Chamber of Engineers. She is also an internal auditor certified under the ISO 9001 standard. As the head of internal audits, she gained in-depth knowledge of various company processes. For several years, in the course of implementing investment projects, she regularly attended weekly operational meetings with operational terminal managers, where she obtained a comprehensive insight into the port's operational activities. After twenty years of service with the company, she has extensive experience in the fields of port infrastructure, management of construction investments, and public procurement. | Education |
| Master's Degree in Economics | |
| Key professional experience | |
| She started her career in 1995 at NLB Bank and then continued in the insurance and financial industry in various positions. In the Sava Re insurance group, as a member of the management board responsible for finance (CFO), she led numerous M&A projects, which led to the creation of the second largest insurance group in Southeast Europe. In 2019, she founded a start-up in the field of micro-mobility and sustainability, where she has been involved in setting sustainability strategies and sustainability projects, such as the creation of the Green Star certification for the implementation of sustainability aspects and climate action in companies. As an experienced manager and financial expert, she has been a member of several supervisory boards and audit committees. From mid-2024, she has continued her career as Head of Sustainability, Quality and Process Optimisation at Slovenian Railways. She has passed the examinations of the CFA Institute, USA, and is entitled to use the Chartered Financial Analyst (CFA) designation. She obtained the Sustainable Business Transformation Manager certificate from the M3trix Academy, Cologne. |
Supervisory Board committees
The Supervisory Board regularly has four committees that carry out technical tasks to assist the Supervisory Board:
- Audit Committee,
- HR Committee,
- Business Operations Committee,
- Strategic Development Committee.
The composition of Supervisory Board committees is detailed in Chapter 3: Report of the Supervisory Board for 2025.
Details of the composition of the Supervisory Board
All details pertaining to members of the Supervisory Board and its composition and the composition of the committees of the Supervisory Board are listed in the tables prepared in accordance with Annexes C.2 of the Slovenian Corporate Governance Code for Listed Companies and 3.2 of the Corporate Governance Code for State-Owned Enterprises, entitled Composition of the Supervisory Board and Committees in the financial year 2025, which are an integral part of this Corporate Governance Statement.
Supervisory Board Independence
All members (100%) of the Supervisory Board of Luka Koper d. d. signed a declaration of independence in 2025 and declared themselves independent, in accordance with the provisions of the Slovenian Corporate Governance Code for Listed Companies and the Corporate Governance Code for State-Owned Enterprises. Independence and the absence of any conflict of interest shall be demonstrated by the fact that the individual member:
- Has not served as an executive director or member of the management board of the Company or an associated company or occupied such a position in the previous five years,
- Has not worked for the Company or an associated company and occupied such a position in the previous three years,
- Has not received significant additional remuneration from the Company or an associated company except for the fee received as a Member of the Supervisory Board or its committees,
- Has not been the majority shareholder or represented the majority shareholder/majority shareholders,
- Has not had important business contacts with the Company or an associated company in the last year, either directly as a partner, shareholder, managing director or manager in a body,
- Is not or has not been within the last three years, a partner or employee of the present or former external auditor of the Company or an associated company;
- Has not been executive director or member of the management board of another company, of which a member of the supervisory board was the executive director or member of the management board, or was in any way related to the executive director or members of the management board through cooperation in other companies or bodies,
- Has not served on the Supervisory Board for more than three terms (or more than 12 years), with the exception of Mladen Jovičić as employee representative, who served until 11 August 2025,
- Has not been a close family member of a member of the Management Board or of persons occupying positions referred to in items above,
- Has not been a member of the wider management board of an associated company,
- Has not participated in drawing up the proposed content of the Company's annual report.
These declarations are also available at https://luka-kp.si/slo/pomembni-dokumenti-208.
Conflicts of interest between Supervisory Board members are regulated in the Rules of Procedure of the Supervisory Board and in relevant codes. In addition, members of the Supervisory Board are required to complete a declaration of independence, indicating related parties and other functions. According to the Rules of Procedure, in the event of a conflict of interest, they are obliged to immediately inform the Chair and members of the Supervisory Board in writing and to take appropriate measures. Conflicts of interest regarding cross-membership, cross-ownership and the existence of controlling shareholders are disclosed to stakeholders. Details of related party transactions are presented in the consolidated financial statements in Note 29 'Related party transactions'.
Remuneration of the Supervisory Board
Members of the Supervisory Board and of Committees of the Supervisory Board are entitled to attendance fees and payments for performing the functions. The amount of attendance fees and payments is determined by the General Meeting of Shareholders. Members of the Supervisory Board and of Committees of the Supervisory Board are also entitled to a refund of travel expenses and other arrival- and attendance-related expenses. Additional information on remuneration of the Supervisory Board and on related levels is given in the Accounting Report of Luka Koper d. d., Note 29 'Related party transactions', and in the table taken from the Appendix 4.2 of the Corporate Governance Code for State-Owned Enterprises, entitled 'Composition and the amount of remuneration of the Supervisory Board and Committee members in the financial year 2025', in Chapter 4.8 'Appendix to the Corporate Governance Statement', which is an integral part of the Corporate Governance Statement. The Data on the ownership of shares of Members of the Supervisory Board and its committees is given in Chapter 14 'The LKPG Share'.
1.3.3 The Management Board of Luka Koper, d.d.
The work of the Management Board is governed by statutory regulations, the Articles of Association and the Rules of Procedure on the work of the Management Board, the Slovenian Corporate Governance Code for Listed Companies, the Corporate Governance Code for State-Owned Enterprises, the Recommendations and Expectations of the Slovenian Sovereign Holding and the binding decisions of the company's bodies. In accordance with the Companies Act and the Articles of Association, the Management Board manages the company independently and at its own responsibility, and represents it towards third parties.
Composition of the Management Board of Luka Koper, d.d. as at 31 December 2025:
As at 31 December 2025, the Management Board of Luka Koper, d.d. consisted of four members:
| Nevenka Kržan President of the Management Board Appointed as a Member of the Management Board for a five-year term on 1 July 2022, took office as President of the Management Board on 1 July 2023. Education University Graduate in Economics Key professional experience She started her career in banking, where she held various management positions. During this period, she was involved in both banking and privatisation processes, participating in the establishment of a new commercial bank and a company for the management of investment funds and companies. In 1998, she joined KPMG Slovenia and in 2001, she became a partner at the regional level in charge of financial advisory services. As an expert in finance and the financial sector, she has been involved in projects for a number of private and public sector companies in a wide range of industries. During her extensive career, she has been responsible for due diligence, M&A, valuation, restructuring, refinancing, strategy and business plan formulation projects. She took on the role of KPMG Senior Partner in Slovenia in 2010, and holds a license as a Certified Business Valuer and Certified Auditor from the Slovenian Institute of Auditors. | Gregor Belić Member of the Management Board Appointed for a five-year term on 30 November 2023, took office on 1 January 2024. Education MSC of Marine Engineering, Master mariner Key professional experience He started his career at Splošna Plovba Portorož, where he commanded bulk and general cargo ships and container ships during his fifteen-year career. In 2003, he joined Transeuropa Shipping lines as a master on Ro-Ro passenger ships. During this period, he passed his pilot's test at the ports of Oostende, Belgium and Ramsgate, United Kingdom and was involved in the management of the terminals there in his role as HR Director. In 2007, he joined Luka Koper, d.d. as a consultant for relations with shipowners, and a year later he took over the management of the car and Ro-Ro terminal, as well as Avtoservis Koper. During his long career, in addition to his managerial and organisational competences, he has gained experience in various areas of port systems operations, process optimisation, terminal development planning and cargo handling, and has been actively involved in the establishment and improvement of the ISPS code for ships, upgrading of security protocols and other key ship systems. |
|---|---|
| Gorazd Jamnik Member of the Management Board Appointed for a five-year term on 30 November 2023, took office on 1 January 2024. Education MSc in Management and Organisation, major in Finance Key professional experience He started his career at Luka Koper, d.d., where he worked intermittently for nine years, managing the finance and accounting area. He has more than twenty years of experience in financial management, controlling and accounting in various corporations and industries such as logistics, white goods manufacturing and sales, energy, and insurance. He has gained international experience in all the countries of the former Yugoslavia, as well as in the Netherlands, Czechia, Slovakia, and Hungary. At Luka Koper, d.d. and other companies, he participated actively and in a leading role in projects of financing and implementation of investments, refinancing, restructuring projects, as well as in the formulation of strategies, business plans and due diligence. | Vojko Rotar Worker Director Appointed for a five-year term on 15 December 2022, took office on 16 February 2023. Education Master of Business Administration, second Bologna cycle - postgraduate study Key professional experience He began his career in 1995 in Avico, a freight forwarding company from Ljubljana, and continued to work in logistics, later also international trade until 2003. He gained a wealth of experience with respect to the port as a transit point channelling international trade flows. His insight into the general economic environment and the subjects operating within it paved him the way to various positions in the field of media and communications, where he worked as editor, journalist, correspondent, photo-reporter and web reporter for several Slovenian media. For four years, he was in charge of public relations and marketing in the Marjetica Koper public corporation, while also nearing a number of areas related to the promotion of good environmental practices and cooperation with the local community. |
Members of management and persons in managerial positions are required to take all measures to manage conflicts of interest at the time of taking office and at all times during their term of office, and to inform their superior authority in accordance with the adopted Conflicts of Interest Management Policy. They shall also complete a declaration on the management of conflicts of interest to the effect that there are no circumstances in which the impartial or objective performance of their duties or other functions could be compromised, or if so, what they are and what measures are in place. Conflicts of interest regarding cross-membership, cross-ownership and the existence of controlling shareholders are disclosed to stakeholders. The members of the Management Board annually supplement the statement on related parties and the possible existence of a conflict of interest, which is checked by a statutory auditor within the scope of their competence. Details of related party transactions are presented in the consolidated financial statements in Note 29 'Related party transactions'.
Details of the composition of the Management Board
All details pertaining to members of the Management Board are listed in the table entitled 'Composition of the Management Board in the financial year 2025', which is an integral part of this Corporate Governance Statement and was prepared in accordance with Annexes C.1 of the Slovenian Corporate Governance Code for Listed Companies and 3.1 of the Corporate Governance Code for State-Owned Enterprises.
Remuneration of the Management Board
Remuneration paid to Members of the Management Board consists of the fixed and variable components. They are determined in fixed-term management operation employment contracts for Members of the Management Board, in annexes to employment contracts and in decisions of the Supervisory Board. The remuneration of the Management Board is determined by the Supervisory Board in accordance with the applicable Remuneration Policy for management and supervisory bodies of Luka Koper, d.d. and management bodies of Subsidiaries in the Luka Koper Group, which is adopted by the General Meeting and published on the website Corporate documents - Luka Koper d.d. [luka-kp.si]. Concluded between individual Members of the Management Board and the Supervisory Board, employment contracts and annexes also specify refunds and benefits. When concluding contracts and annexes for Members of the Management Board, the Supervisory Board is represented by its Chair. The remuneration of the Management Board is reported in the Accounting Report, Note 29 'Related party transactions', and in the table entitled 'Composition of the management board in the financial year 2025', which is an integral part of the Company's Corporate Governance Statement and is taken from the Appendix 4.1 of the Corporate Governance Code for State-Owned Enterprises. The ownership of shares is reported in Chapter 14 'The LKPG Share'.
1.3.4 Report on the implementation and achieved results of the diversity policy
The Supervisory Board adopted the revised Policy on ensuring diversity in the Management and Supervisory Board of the Company on 20 February 2025.
The measurable diversity objectives for the Management Board and the Supervisory Board are as follows:
Objective 1: Achieve at least 33 percent representation of the underrepresented gender among the members of the management and supervisory bodies – objective not achieved (23 percentage).
Objective 2: Ensure at least 25 percent representation of the underrepresented gender among the members of the management body – objective achieved (25 percent).
Objective 3: Ensure that the Supervisory Board includes members with professional experience in at least logistics, strategic planning, corporate governance, and finance and accounting – objective achieved.
Objective 4: Ensure 33 percent continuity in the event of changes in the composition of the capital representatives in the Management Board and the Supervisory Board – in 2025 there were no new appointments to the Management Board or to the capital representatives of the Supervisory Board; therefore, an assessment of the fulfilment of this objective is not possible.
Diversity of members of the Supervisory Board by gender
| Luka Koper Group | 31 Dec 2023 | 31 Dec 2024 | 31 Dec 2025 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Men | Women | TOTAL | Men | Women | TOTAL | Men | Women | TOTAL | |
| Number of members | 8 | 1 | 9 | 8 | 1 | 9 | 7 | 2 | 9 |
| Share (in %) | 89 | 11 | 100 | 89 | 11 | 100 | 78 | 22 | 100 |
Diversity of members of the Supervisory Board by age
| Luka Koper Group | 31 Dec 2023 | 31 Dec 2024 | 31 Dec 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Under 30 | 30 to 50 | Over 50 | TOTAL | Under 30 | 30 to 50 | Over 50 | TOTAL | Under 30 | 30 to 50 | Over 50 | |
| Number of members | 0 | 2 | 7 | 9 | 0 | 2 | 7 | 9 | 0 | 4 | 5 |
| Share (in %) | 0 | 22 | 78 | 100 | 0 | 22 | 78 | 100 | 0 | 44 | 56 |
Diversity of members of the Management Board by gender
| Luka Koper Group | 31 Dec 2023 | 31 Dec 2024 | 31 Dec 2025 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Men | Women | TOTAL | Men | Women | TOTAL | Men | Women | TOTAL | |
| Number of members | 1 | 1 | 2 | 3 | 1 | 4 | 3 | 1 | 4 |
| Share (in %) | 50 | 50 | 100 | 75 | 25 | 100 | 75 | 25 | 100 |
Diversity of members of the Management Board by age
| Luka Koper Group | 31 Dec 2023 | 31 Dec 2024 | 31 Dec 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Under 30 | 30 to 50 | Over 50 | TOTAL | Under 30 | 30 to 50 | Over 50 | TOTAL | Under 30 | 30 to 50 | Over 50 | |
| Number of members | 0 | 1 | 1 | 2 | 0 | 1 | 3 | 4 | 0 | 1 | 3 |
| Share (in %) | 0 | 50 | 50 | 100 | 0 | 25 | 75 | 100 | 0 | 25 | 75 |
1.4 Management and governance of companies in the Luka Koper Group
Luka Koper, d.d. has an established corporate governance system which includes the controlling company of the Luka Koper Group, as well as five subsidiaries. In addition, Luka Koper, d.d. has business shares in ten other companies. Objectives in the field of financial investment management were defined in the Strategic Business Plan of the Company and the Group for the period 2024-2028. The financial investments are divided into two investment grades with respect to four key areas (integration in operations, maximisation of flexibility and minimisation of risk, financial aspect and other externalities):
- Strategic investments are investments in shares and stakes of the companies engaged in activities that are of importance for the future development and operation of the parent company, and contribute to risk control and increased added value.
- Non-strategic investments are investments in shares and stakes of the companies not engaged in activities that are of importance for the future development and operation of the parent company.
The adopted Strategic Business Plan of the Company and the Group for the period 2024-2028 also outlines guidelines for the management of strategic financial investments from a decision-making and governance perspective. The dividend policy follows the classification of an individual investment: when acting as a shareholder in non-strategic investments, we aim to maximise the payout of profits or realise other positive impacts for the owner, and when acting as a shareholder in strategic investments, we pursue the objective of a balanced profit payment under consideration of the investment-development company cycles.
Management and governance of subsidiaries in the Luka Koper Group as at 31 December 2025
| Company | Managing Director | Share of the controlling company in ownership (in %) |
|---|---|---|
| Luka Koper INPO, d.o.o. | Robert Krajnc | 100.00 |
| Adria Terminali, d.o.o. | Miha Kalčić | 100.00 |
| Logis-Nova, d.o.o. | Larisa Škandra | 100.00 |
| TOC, d.o.o. | Ankica Budan Hadžalić | 68.13 |
| Port View Caffe, d.o.o. | Mitja Dujc | 100.00 |
1.5 Internal audit
Internal Audit performs the internal audit function for the Luka Koper Group in order to support the achievement of strategic objectives. Through systematic and methodical assessment of the internal control system, it contributes to improving corporate governance, risk management and the effectiveness of internal controls, while also providing recommendations for continuous improvement.
Internal Audit is organised as an independent unit of the Company. It is functionally subordinate to the Supervisory Board and organisationally subordinate to the Company's Management Board, ensuring its independence and objectivity. It operates on the basis of a fundamental document, the Internal Audit Charter, which is aligned with the applicable internal audit rules.
In 2025, Internal Audit carried out audit engagements and other activities in accordance with the approved annual plan, based on the identified key risks, which were further assessed and supplemented as necessary during the audit process. The audits mainly focused on assessing the effectiveness and efficiency of internal controls. Internal Audit reported its findings and the implementation of its recommendations on an ongoing basis to the management, the Company's Management Board and the Audit Committee of the Supervisory Board. The Internal Audit reports to the Supervisory Board on an annual basis.
In addition to the audit engagements, monthly post-audit activities were carried out in 2025 to monitor the implementation of agreed actions and improve risk management. Emphasis was also placed on the development of internal audit, which is pursued through a quality assurance and improvement programme that includes internal and external audits, self-assessment, educational training, and monitoring the effectiveness of performance. In 2025, an external quality assessment of the internal audit function was carried out, which confirmed that the internal audit function fully complied with all the requirements of the 52 Standards and 15 Principles of the Global Internal Audit Standards and that the internal audit function was independent, impartial and professional during the period under review.
1.6 External audit
At the 37th meeting of 28 June 2023, the General Meeting of Shareholders appointed the audit firm BDO Revizija, d.o.o., družba za revidiranje, Cesta v Mestni log 1, Ljubljana for the audit of the financial statements of Luka Koper, d.d. and the Luka Koper Group for the business years 2023, 2024 and 2025.
The costs of audit services performed for Luka Koper, d.d. and its subsidiaries are presented in the consolidated accounting report, Note 31: Transactions with the audit firm.
Nevenka Kržan President of the Management Board of Luka Koper, d.d.
Gregor Belić Member of the Management Board of Luka Koper, d.d.
Gorazd Jamnik Member of the Management Board of Luka Koper, d.d.
Vojko Rotar Member of the Luka Koper, d.d. Management Board - Worker Director
1.7 Statement on the External Review of the Corporate Governance Statement for the 2025 Annual Report
SLOVENIAN
DIRECTORS' ASSOCIATION
STATEMENT ON THE EXTERNAL REVIEW OF THE CORPORATE GOVERNANCE STATEMENT FOR THE 2025 ANNUAL REPORT
The Slovenian Directors' Association declares that, in accordance with Article 5.6 of the Slovenian Corporate Governance Code for Listed Companies, it conducted an external review of the Corporate Governance Statement of Luka Koper, d.d. for the year 2025 in the period from 10 February 2026 to 13 March 2026. An external review does not constitute an assurance engagement performed by accounting professionals with public authorization (statutory auditors) or by accounting professionals without such authorization (e.g. internal auditors).
As an external and independent reference institution that neither provides audit services to the company nor is affiliated with it, we reviewed all components of the Corporate Governance Statement and assessed their adequacy in relation to paragraph five of Article 70 of the Slovenian Companies Act (ZGD-1). We also assessed whether the statement appropriately describes the company's governance, as evidenced by the relevant company documents.
The review also included an examination of the selected reference codes and the company's statement of compliance with the reference codes it follows. In connection with the external review performed, a Report on the External Review of the Corporate Governance Statement was prepared and submitted to the Management Board and the Supervisory Board of the company for their information.
The Slovenian Directors' Association confirms that the Corporate Governance Statement included in the 2025 Annual Report of Luka Koper, d.d. contains all legally required elements and that its content appropriately reflects the company's governance, as evidenced by the company documentation reviewed.
16 March 2026
mag. Irena Prijović
Executive Director
Slovenian Directors' Association
Prijović
1.8 Appendix to the Corporate Governance Statement
3.1: Composition of the Management Board for the Financial Year 2025
| Name and surname | Function (Chair, Member) | Area of work in the Management Board* | First appointment to office | End of office / term of office | Gender | Citizenship | Year of birth | Education | Professional profile | Membership in management or supervisory bodies of unrelated companies |
|---|---|---|---|---|---|---|---|---|---|---|
| Nevenka KiSan | Chair | Governance Secretariat, Human Resources, Legal, Public Relations, Port Security, Investments, Project Office, Strategic Development | 01.07.2023 | ongoing | Woman | Slovenian | 1962 | Level of education 7 | University Graduate in Economics | Member of the Supervisory Board in Pokojeinska družba A, d.d., since 13 Jun 2023 |
| Gorazd Jamnik | Member | Finance and Accounting, Controlling, Business Process Management and Development, Financial and Corporate Governance of Companies in which the Company has an equity Interest | 01.01.2024 | ongoing | Man | Slovenian | 1973 | Level of education 8 | MSc in Management and Organisation, major in Finance | No |
| Gregor Belić | Member | Procurement, Operations, Marketing, Sales, PC General Cargo, PC Container Terminal, PC Car and RO-RO Terminal, PC Bulk and Liquid Cargo Terminal, PC Cruise Terminal | 01.01.2024 | ongoing | Man | Slovenian | 1966 | Level of education 7 | MSC of Marine Engineering, Master mariner | No |
| Vojko Rotar | Member - Worker Director | Health protection and ecology department, monitoring of observance and implementation of written agreements and cooperation in concluding agreements between employees and employers (participating agreement and other agreements). | 16.02.2018 | ongoing | Man | Slovenian | 1976 | Level of education 7 | Master of Business Administration, second Bologna cycle - postgraduate study | No |
- All members of the Management Board are jointly responsible and accountable for: Internal Audit Department, the field of corporate integrity and compliance, cooperation with the Secretary of the Supervisory Board
3.2: Composition of the Supervisory Board and Committees in the Financial Year 2025
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at SB meetings proportional to the total number of SB members | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 23 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mirko Bandei | Chair | 07.02.2023 | ongoing | Representative of shareholders | 10/10 | Man | Slovenian | 1958 | Level of education 7 | University Graduate in Law | yes | No | no |
| Committee membership | Chair / Member | Attendance at committee meetings proportional to the total number of committee meetings | |||||||||||
| / | / | / | |||||||||||
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at SB meetings proportional to the total number of SB | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 23 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Tomaž BenCina | Member, Deputy Chair since 21 Feb 2023 | 07.06.2022 | ongoing | Representative of shareholders | 10/10 | Man | Slovenian | 1965 | Level of education 7 | B. Eng. in Metallurgical Technologies; University Graduate in Economics | yes | No | no |
| Committee membership | Chair / Member | Attendance at committee meetings proportional to the total number of committee meetings | |||||||||||
| BUSINESS OPERATIONS COMMITTEE / HR COMMITTEE | MEMBER / CHAIR | 5/5, 5/5 | |||||||||||
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at SB meetings proportional to the total number of SB members | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 23 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Barbara Noso | Member | 07.02.2023 | ongoing | Representative of shareholders | 10/10 | Woman | Slovenian | 1964 | Level of education 7 | University Graduate in Economics, Auditing Specialist | yes | No | Member of the Supervisory Board of Polite Sloentje, d.o.o., Member of the Supervisory Board of Zavarovalnica Triglav, d.d. |
| Committee membership | Chair / Member | Attendance at committee meetings proportional to the total number of committee meetings | |||||||||||
| AUDIT COMMITTEE / STRATEGIC DEVELOPMENT COMMITTEE | CHAIR / MEMBER | 9/9, 1/1 |
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at SB meetings: proportional to the total number of SB meetings | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 25 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Julić Petrović | Member | 07.02.2023 | ongoing | Representative of shareholders | 9/10 | Man | Slovenian | 1958 | Level of education 7 | University Graduate in Economics | yes | No | Member of the Supervisory Board of Polita Slovenia, d.o.o. |
| Committee membership | Chair / Member | Attendance at committee meetings: proportional to the total number of committee meetings | |||||||||||
| BUSINESS OPERATIONS COMMITTEE, HR COMMITTEE, STRATEGIC DEVELOPMENT COMMITTEE | CHAIR / MEMBER / MEMBER | 6/6, 6/5, 1/1 | |||||||||||
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at SB meetings: proportional to the total number of SB meetings | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 25 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Bolitjan Rader | Member | 07.02.2023 | ongoing | Representative of shareholders | 10/10 | Man | Slovenian | 1978 | Level of education 7 | University Graduate in Economics; MBA | yes | No | Deputy Chair of the Supervisory Board of Uradni list Republike Slovenije, d.o.o., Public Company |
| Committee membership | Chair / Member | Attendance at committee meetings: proportional to the total number of committee meetings | |||||||||||
| HR COMMITTEE / AUDIT COMMITTEE | MEMBER / MEMBER | 5/5, 9/9 | |||||||||||
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at SB meetings: proportional to the total number of SB employees | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 25 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Berut Škabar | Member | 07.02.2023 | ongoing | Representative of shareholders | 10/10 | Man | Slovenian | 1972 | Level of education 6 | Graduate in History | Yes | Blusmarine, d.o.o. | no |
| Committee membership | Chair / Member | Attendance at committee meetings: proportional to the total number of committee meetings | |||||||||||
| BUSINESS OPERATIONS COMMITTEE / STRATEGIC DEVELOPMENT COMMITTEE | MEMBER / CHAIR | 6/5, 1/1 |
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at SB meetings proportional to the total number of SB meetings | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 23 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mladen Jovičić | Member | 08.04.2009 | 11.08.2025 | Representative of employees | 1/4 | Man | Slovenian | 1969 | Level of education 5 | Electrical technician | yes | No | no |
| Committee membership | Chair / Member | Attendance at committee meetings proportional to the total number of committee meetings | |||||||||||
| BUSINESS OPERATIONS COMMITTEE / STRATEGIC DEVELOPMENT COMMITTEE | MEMBER / MEMBER | 1/5, 5/5 | |||||||||||
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at SB meetings proportional to the total number of SB meetings | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 23 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Rek Parovel | Member | 13.09.2016 | 11.08.2025 | Representative of employees | 1/3 | Man | Slovenian | 1987 | Level of education 6 | Graduate in Economics | yes | No | no |
| Committee membership | Chair / Member | Attendance at committee meetings proportional to the total number of committee meetings | |||||||||||
| AUDIT COMMITTEE / STRATEGIC DEVELOPMENT COMMITTEE | MEMBER / MEMBER | 5/5, 3/5 | |||||||||||
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at SB meetings proportional to the total number of SB meetings | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 23 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Mehrudin Vuković | Member | 10.01.2020 | 11.08.2025 | Representative of employees | 1/4 | Man | Slovenian | 1972 | Level of education 6 | Logistics Engineer | yes | No | no |
| Committee membership | Chair / Member | Attendance at committee meetings proportional to the total number of committee meetings | |||||||||||
| HR Committee | MEMBER | 2/3 |
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at 08 meetings proportional to the total number of 08 meetings | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 20 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| David Ermac | Member | 12.08.2025 | ongoing | Representative of employees | 6/6 | Man | Slovenian | 1986 | Level of education 7 | University Graduate in Mechanical Engineering | yes | No | no |
| Committee membership | Chair / Member | Attendance at committee meetings proportional to the total number of committee meetings | |||||||||||
| BUSINESS OPERATIONS COMMITTEE / STRATEGIC DEVELOPMENT COMMITTEE | MEMBER / MEMBER | 6/5, 1/1 | |||||||||||
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at 08 meetings proportional to the total number of 08 meetings | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 20 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Jure Jambročić | Member | 12.08.2025 | ongoing | Representative of employees | 6/6 | Man | Slovenian | 1977 | Level of education 6 | Graduate in Economics | yes | No | no |
| Committee membership | Chair / Member | Attendance at committee meetings proportional to the total number of committee meetings | |||||||||||
| HR Committee | MEMBER | 2/2 | |||||||||||
| Name and surname | Function (Chair, Deputy, SB Member) | First appointment to office | End of office / term of office | Representative of shareholders / employees | Attendance at 08 meetings proportional to the total number of 08 meetings | Gender | Citizenship | Year of birth | Education | Professional profile | Independence under Article 20 of the Code (YES / NO) | Existence of conflicts of interest in the financial year (YES / NO) | Membership in management or supervisory bodies of other companies |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Mara Žerjal | Member | 12.08.2025 | ongoing | Representative of employees | 6/6 | Woman | Slovenian | 1978 | Level of education 7 | University Graduate in Civil Engineering | yes | no | no |
| Committee membership | Chair / Member | Attendance at committee meetings proportional to the total number of committee meetings | |||||||||||
| AUDIT COMMITTEE / STRATEGIC DEVELOPMENT COMMITTEE | MEMBER / MEMBER | 6/4, 1/1 | |||||||||||
| External committee member (audit, HR, remuneration committee, etc.) | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| Name and surname | COMMITTEE | Attendance at committee meetings proportional to the total number of committee meetings | Gender | Citizenship | Education | Year of birth | Professional profile | ||||||
| Mateja Treven | Audit Committee | 8/9 | Woman | Slovenian | Level of education | 1972 | Master's Degree in Economics |
4.1 Composition and Amount of Remuneration* of Management Board Members in the Financial Year 2025
Composition and Amount of Remuneration of Management Board of Luka Koper, d.d. (in EUR)
| Name and surname | Function (Chair, Member) | Fixed income - gross (1) | Variable income - gross (2)** | Deferred income (3) *** | Severance pay (4) | Bonuses (5)*** | Bonus clawback (6) | Total Gross (1+2+3+4+5-6) |
|---|---|---|---|---|---|---|---|---|
| Vojko Rotar | Member of the Management Board - Worker Director since 16 Feb 2018, new term since 16 Feb 2023 | 204,703.74 | 48,438.10 | 46,435.08 | 0.00 | 2,884.49 | 0.00 | 302,461.41 |
| Nevenka Kitan | Member of the Management Board until 30 Jun 2023 | 0.00 | 12,598.34 | 11,494.37 | 0.00 | 0.00 | 0.00 | 24,092.71 |
| Nevenka Kitan | President of the Management Board since 1 Jul 2023 | 227,353.35 | 26,099.74 | 38,913.37 | 0.00 | 2,479.30 | 0.00 | 294,845.76 |
| Gregor Belić | Member of the Management Board since 1 Jan 2024 | 205,646.73 | 23,529.79 | 23,529.79 | 0.00 | 2,129.04 | 0.00 | 254,835.35 |
| Gorazd Jamnik | Member of the Management Board since 1 Jan 2024 | 205,219.72 | 23,555.93 | 23,555.93 | 0.00 | 2,125.72 | 0.00 | 254,457.30 |
- for the purpose of this disclosure, it is not necessary to disclose travel, accommodation and subsistence expenses because they do not by their nature constitute payment to the Management Board **Payment of the first instalment of variable remuneration for 2024 and the second half of the deferred portion of variable remuneration for 2022 *** deferred payment of the second half of the award under the Act Governing the Remuneration of Managers of Companies with Majority Ownership held by the Republic of Slovenia or Self-Governing Local Communities for two years or until the end of the term, if the latter lasted more than two years *** bonus for liability insurance and bonus for use of a company vehicle
Composition and Amount of Remuneration of Directors of Subsidiaries
| Name and surname | Function | Fixed income - gross (1) | Variable income - gross (2)** | Deferred income (3) *** | Severance pay (4) | Bonuses (5)*** | Bonus clawback (6) | Total Gross (1+2+3+4+5-6) |
|---|---|---|---|---|---|---|---|---|
| Robert Kranjc | Director Luka Koper INPO, d.o.o., since 1. 3. 2023 | 104,275.30 | 8,287.23 | 18,130.41 | 0.00 | 1,048.45 | 0.00 | 131,741.39 |
| Mitja Dujc | Director Adria terminali, d.o.o., until 5. 3. 2024 | 0.00 | 160.71 | 0.00 | 0.00 | 0.00 | 0.00 | 160.71 |
| Mihai Kalčić | Director Adria terminali, d.o.o., since 6. 3. 2024 | 91,820.26 | 1,799.62 | 1,799.62 | 0.00 | 1,906.31 | 0.00 | 97,325.81 |
| Ankica Budan Hadžalić | Director TOC, d.o.o., since 1. 8. 2013 | 58,157.28 | 11,604.88 | 11,519.51 | 0.00 | 672.50 | 0.00 | 81,954.17 |
**Payment of the first instalment of variable remuneration for 2024 and the second half of the deferred portion of variable remuneration for 2022 *** deferred payment of the second half of the award under the Act Governing the Remuneration of Managers of Companies with Majority Ownership held by the Republic of Slovenia or Self-Governing Local Communities for two years or until the end of the term, if the latter lasted more than two years *** bonus for liability insurance and bonus for use of a company vehicle
4.2 Composition and Amount of Remuneration* of Members of the Supervisory Board and its Committees in the Financial Year 2025
(in EUR)
| Name and surname | Function (Chair, Deputy, Member, External Member of the Committee) | Performance fee and allowances - gross annual | Supervisory Board and Committee attendance fees - gross annuals (1) | Gross Total (1 + 2) | Travel expenses* | ||
|---|---|---|---|---|---|---|---|
| Basic pay for holding the office | Additional payment for holding the office | Total (1) | |||||
| Mladen Jovičić | Member until 11 Aug 2025 | 10,443.55 | 5,221.77 | 15,665.32 | 1,705.00 | 17,370.32 | 0.00 |
| Mehrudin Vuković | Member until 11 Aug 2025 | 10,443.55 | 5,221.77 | 15,665.32 | 2,816.00 | 18,481.32 | 0.00 |
| Rok Parovel | Member until 11 Aug 2025 | 10,443.55 | 2,610.89 | 13,054.44 | 1,925.00 | 14,979.44 | 63.42 |
| Mara Žerjal | Member since 12 Aug 2025 | 4,556.45 | 2,096.77 | 6,653.22 | 1,430.00 | 8,083.22 | 0.00 |
| Jure Jambrošić | Member since 12 Aug 2025 | 4,556.45 | 1,048.39 | 5,604.84 | 990.00 | 6,594.84 | 0.00 |
| David Krmac | Member since 12 Aug 2025 | 4,556.45 | 2,096.77 | 6,653.22 | 1,210.00 | 7,863.22 | 0.00 |
| Tomaž Benčina | Member since 6 Feb 2023 and Deputy Chair since 7 Feb 2023 | 16,500.00 | 7,500.00 | 24,000.00 | 4,730.00 | 28,730.00 | 1,296.90 |
| Mirko Bandelj | Chair since 7 Feb 2023 | 22,500.00 | 0.00 | 22,500.00 | 2,414.92 | 24,914.92 | 859.86 |
| Jožef Petrović | Member since 7 Feb 2023 | 15,000.00 | 7,500.00 | 22,500.00 | 4,455.00 | 26,955.00 | 1,395.54 |
| Bolitjan Rader | Member since 7 Feb 2023 | 15,000.00 | 7,500.00 | 22,500.00 | 5,566.00 | 28,066.00 | 782.34 |
| Borut Škabar | Member since 7 Feb 2023 | 15,000.00 | 7,500.00 | 22,500.00 | 3,630.00 | 26,130.00 | 0.00 |
| Barbara Nose | Member since 7 Feb 2023 | 15,000.00 | 7,500.00 | 22,500.00 | 4,466.00 | 26,966.00 | 498.08 |
| Mateja Treven | External Member of the SII's Audit Committee since 23 Feb 2023 | 6,600.00 | 6,600.00 | 1,716.00 | 8,316.00 | 124.52 |
*gross amount