Telekom Slovenije

AGM Information • Sep 3, 2019

Notification on the resolutions of the 30th General Meeting of Telekom Slovenije, d.d.

Pursuant to the provisions of the Rules of the Ljubljana Stock Exchange and the valid legislation, Telekom Slovenije, d.d., Cigaletova 15, Ljubljana, hereby publishes the resolutions of the 30th General Meeting of Telekom Slovenije, d.d., which took place on 30 August 2019.

The total number of shares represented at the General Meeting was 5,212,511 or 80.12 % of 6,505,478 shares with voting rights and 79,757 % of total share capital. Before the vote on item 4 of the agenda the representation increased and the total number of shares represented at the general meeting was 5,212,711 or 80.13 % of 6,505,478 shares with voting rights and 79,760 % of total share capital.

On the day of the General Meeting, the company held 30,000 treasury shares without voting rights.

I. ADOPTED RESOLUTIONS

The resolutions adopted at the General Meeting under individual items of the agenda are as follows:

1. Opening of the General Meeting and the establishment of quorum

(No vote was taken under this item.)

2. Appointment of General Meeting's bodies

Resolution:

Stojan Zdolšek is hereby appointed chairman of the General Meeting, while a representative of Ixtlan Forum d.o.o. is hereby appointed as vote counter.

The General Meeting hereby acknowledges the presence of the notary Bojan Podgoršek at this session.

Result of the vote:

• a total of 5,212,410 votes were cast, which presents 79,756 % of total share capital,
• 5,210,438 shares voted in FAVOUR, which presents 99,962 % of all votes cast,
• 1,972 shares voted AGAINST,
• 101 share(s) ABSTAINED from voting.
• 1. Supervisory Board's written report on the approval of the Annual Report for the 2018 financial year

(The item was informative in nature and was not voted on.)

1. Proposal for the use of distributable profit for the 2018 financial year with the proposal to grant a discharge to the Management Board and Supervisory Board for the 2018 financial year

Resolution:

• 4.1 Distributable profit, which amounts to EUR 38,986,324.96 for 2018, shall be used as follows: a. dividends shall be paid in the amount of EUR 29,274,651.00 or EUR 4.50 gross per share,
  • b. the remainder in the amount of EUR 9,711,673.96 shall be carried over to the following year.

The dividends will be paid to shareholders or other beneficiaries who were entered into the company share register as of 28 October 2019 (the cut-off date). The dividends shall be paid on 29 October 2019.

Result of the vote:

• a total of 5,208,033 votes were cast, which presents 79,689 % of total share capital,
• 5,029,335 shares voted in FAVOUR, which presents 96,569 % of all votes cast,

• 178,698 shares voted AGAINST,
• 4,678 share(s) ABSTAINED from voting.

Resolution:

4.2 The General Meeting shall grant discharge to Management Board members for the 2018 financial year.

Result of the vote:

• a total of 5,207,773 votes were cast, which presents 79,685 % of total share capital,
• 5,082,082 shares voted in FAVOUR, which presents 97,586 % of all votes cast,
• 125,691 shares voted AGAINST,
• 4,938 share(s) ABSTAINED from voting.

Resolution:

4.3 The General Meeting shall grant discharge to Supervisory Board members for the 2018 financial year.

Result of the vote:

• a total of 5,205,805 votes were cast, which presents 79,655 % of total share capital,
• 5,185,602 shares voted in FAVOUR, which presents 99,612 % of all votes cast,
• 20,203 shares voted AGAINST,
• 6,906 share(s) ABSTAINED from voting.

5. Information regarding changes to the company's Supervisory Board

Resolution:

5.1 The General Meeting was informed that on 18 September 2018, the Workers Council recalled Samo Podgornik, Primož Per and Urban Škrjanc from their posts as Employee Representatives in the Supervisory Board. It appointed Drago Kijevčanin, Dušan Pišek and Jana Žižek Kuhar as new Supervisory Board members. Their terms started on 19 September 2018. They were appointed for the period until 14 November 2021.

(The item was informative in nature and was not voted on.)

Resolution:

5.2. The General Meeting was informed about the resignation of Ljubomir Rajšić and Lidija Glavina from their posts as shareholder representatives in the Supervisory Board. Ljubomir Rajšić's office ended on 18 June 2019, and Lidija Glavina's ends on the date of the next General Meeting of Telekom Slovenije, d.d., i.e. 30 August 2019.

(The item was informative in nature and was not voted on.)

Resolution:

5.3. The General Meeting shall elect Barbara Cerovšek Zupančič to the post of a shareholder representative in the Supervisory Board for a four-year term starting on 30 August 2019.

Result of the vote:

• a total of 5,013,893 votes were cast, which presents 76,718 % of total share capital,
• 5,010,238 shares voted in FAVOUR, which presents 99,927 % of all votes cast,
• 3,655 shares voted AGAINST,
• 198,618 share(s) ABSTAINED from voting.

Resolution:

5.4. The General Meeting shall elect Igor Rozman to the post of a shareholder representative in the Supervisory Board for a four-year term starting on 30 August 2019.

Result of the vote:

• a total of 5,205,072 votes were cast, which presents 79,643 % of total share capital,
• 5,080,642 shares voted in FAVOUR, which presents 97,609 % of all votes cast,
• 124,430 shares voted AGAINST,
• 7,439 share(s) ABSTAINED from voting.

II. COUNTER PROPOSALS

On 22 August 2019 the Company received a counter proposal from the shareholder Small Shareholders' Association of Slovenia (MDS) to the resolution proposed under item 4 of the agenda for the 30th General Meeting. Under their counter proposal to the proposal regarding the use of distributable profit for the 2018 financial year, the aforementioned shareholders proposed that distributable profit in the amount of EUR 38,986,324.96 for 2018 be used for the payment of dividends in the amount of EUR 35,780,129.00 or EUR 5,50 gross per share, while the remainder in the amount of EUR 3.206.195.96 be brought forward to the next year. Dividends shall be paid to shareholders and other beneficiaries who were entered in the register of shareholders with the right to dividends on the cut-off date of 29 September 2019, and to other beneficiaries with the right to dividends. Dividends will be paid on 30 September 2019. The shareholder also proposed that the discharge to the members of the Management Board is voted separately and to grant discharge to Management Board members Rudolf Skobe, MSc., Tomaž Seljak, MSc. and Ranko Jelača for the whole 2018 financial year, Aleš Aberšek for the period from 1 January 2018 to 20 April 2018, Vesna Lednik for the period from 1 January 2018 to 23 April 2018 and Dean Žigon for the period from 24 April 2018 to 31 December 2018.

On 29 August 2019 the Company received a counter proposal from the shareholders Slovenski državni holding, d. d. and the Republic of Slovenia, which is represented by Slovenski državni holding, d. d., to the proposal under item 5.3 of the agenda of the Company's 30th General Meeting. The shareholders proposed that Barbara Cerovšek Zupančič is elected to the post of a shareholder representative in the Supervisory Board.

III. ANNOUNCED CHALLENGING ACTIONS

Shareholders did not announce any challenging actions.

IV. OTHER

The following five largest shareholders with voting rights were present or represented at the General Meeting:

Name and address	No. of votes	Proportion
Republic of Slovenia, Gregorčičeva ulica 20, Ljubljana	4,087,569	62,83 %
Kapitalska družba, d. d., Dunajska cesta 119, Ljubljana	365,175	5,61 %
SDH, d. d., Mala ulica 5, Ljubljana	277,839	4,27 %
CITIBANK N.A. –fiduciary account, CITIBANK CENTRE, CANADA SQUARE, CANARY WHARF, London	143,448	2,21 %
KRITNI SKLAD PRVEGA POKOJNINSKEGA SKLADA, Dunajska cesta 119, 1000 Ljubljana	54,819	0,84 %
Total:	4,928,850	75,76 %