Pursuant of Articles 106 and 133 of the Financial Instruments Act (Official Gazette of the Republic of Slovenia, No. 67-3699/2007), The Stock Exchange Rules, Instructions for Issuers on Regulated Market and the provisions of the Corporate Governance Code, the Management Board of Telekom Slovenije d.d.
hereby announces the Resolutions, passed at its 14th Annual General Meeting, held on 22 april 2009
chaired by Mr Rok Čeferin, in the presence of vote counters Mr Robert Ernestl and Mr Nejc Ašpner, and of notary Mr Bojan Podgoršek from Ljubljana.
The total number of shares and voting rights represented at the general meeting for all items of the agenda was 5,128,066 or 78.83% of the company’s total voting shares.
The following resolutions were passed in relation to individual items of the agenda:
1. Opening of the General Meeting, establishment of quorum and appointment of the bodies of the General Meeting
Proposed resolution:
The following bodies of the General Meeting be and are appointed by the General Meeting:
− Rok Ceferin as Chairman of the General Meeting,
− Robert Ernestl and Nejc Apšner as tellers of votes
The General Meeting be and informed that Bojan Podgoršek, the Notary Public, will be present at the Meeting.
There were 5,128,066 votes cast on the proposed resolution, equivalent to the same number of shares. There were 5,128,066 shares in favour of the resolution, equivalent to 100% of all votes cast. No one vote against the resolution.
2. Appointment of the capital representing Members of the Supervisory Board
Proposed resolution:
The following Members of the Supervisory Board, representing the capital, be and are elected by the
General Meeting of Telekom Slovenije, d. d.:
− Tomaž Berginc, MSc
− Ciril Kafol, MSc
− Tomaž Kalin, PhD
− Zvonko Kremljak, PhD
− Marko Hocevar, PhD
− Jaroslav Berce, PhD
The term of office of the Members of the Supervisory Board, representing the capital, shall commence on 26 April 2009, i.e., following the expiry of the term of the present Supervisory Board.
The decision was taken on the basis of counter-proposal by the shareholderRepublic of Slovenia given before the meeting.
There were 5,128,066 votes cast on the proposed resolution, equivalent to the same number of shares. There were 5,127,318 shares in favour of the resolution, equivalent to 99.985% of all votes cast. 748 shares were against the resolution, equivalent to 0.015% of all votes cast. In view of all company shares with voting rights voted for the 78.815% of the votes cast.
3. Remuneration of the Members of the Supervisory Board of Telekom Slovenije, d. d.
Proposed resolution:
3.1. The meeting attendance fee of the Members of the Supervisory Board be and is defined as
follows:
− Members of the Supervisory Board : gross EUR275.00 per meeting,
− Chairman of the Supervisory Board (130%): gross EUR357.50 EUR per meeting.
3.2. Members of the Supervisory Board be and are entitled to the reimbursement of costs related to their responsibilities in the Supervisory Board, in the form of the per diem allowance, travelling
expense and accommodation allowance. Per diem allowances and travelling expenses are
reimbursed in accordance with the regulation governing the per diem allowances and travelling
expenses in Telekom Slovenije, d. d. A person is entitled to the accommodation allowance if the
distance between his/her place of residence and place of work exceeds 100 kilometers and
he/she is not able to return home due to the absence of the available means of public transport, or for other objective reasons.
3.3. Education and training costs for Members of the Supervisory Board in the areas important for the performance of their tasks, be and are borne by Telekom Slovenije, d. d.
There were 5,128,066 votes cast on the proposed resolution, equivalent to the same number of shares. There were 5,128,066 shares in favour of the resolution, equivalent to 100% of all votes cast. No one vote against the resolution.
There was no challenging action announced.
The following 5 major shareholders were present or represented at the meeting:
Shareholder / Number of shares held and number of voting rights / % of all voting rights in the companyRepublic of Slovenia / 3,434,021 / 52.79
Slovenska odškodninska družba d.d. / 931,387 / 14.32
Kapitalska družba, d.d. / 365,175 / 5.61
NFD 1 delniški investicijski sklad d.d. / 155,532 / 2.39
Kapitalska družba d.d. - PPS / 115,558 / 1.78
Total / 5,001,673 / 76.88
Ljubljana, 22 April 2008
The Management Board