OPENING OF THE GENERAL MEETING, ESTABLISHING OF QUORUM AND APPOINTMENT OF THE BODIES OF THE GENERAL MEETING
The company's Management Board and Supervisory Board hereby propose that the General Meeting of Telekom Slovenije, d.d. adopt the following:
Resolution:
The General Meeting hereby appoints the bodies of the General Meeting:
Rok Čeferin is hereby appointed Chairman of the General Meeting,
Robert Ernestl and Nejc Apšner are hereby appointed ballot counters.
It shall be known to the General Meeting that Notary Public Bojan Podgoršek shall be present at the session.
Explanation:
At the General Meeting, it will be necessary to elect the working bodies, namely the Chairman of the General Meeting who will moderate the session and ballot counters for carrying out elections.
A notary public must be present at the session who, pursuant to the law, will record the resolutions of the General Meeting in the form of notarised records.
Ljubljana, 17 March 2009
President of the Management Board: Vice-President of the Supervisory Board:
BojanDremelj, MSc Pavel Žakelj
Materials for Item 2 of the agendaSUPERVISORY BOARD’S WRITTEN REPORTON THE APPROVAL OF THE 2008
ANNUAL REPORT
The General Meeting shall study the Supervisory Board’s written report on the approval of the 2008 Annual Report.
Explanation:
In accordance with Article 282 of the Companies Act (hereinafter: the ZGD-1; Official Gazette of the Republic of Slovenia, No.60/06 with further amendments), the Supervisory Board shall be obliged to draw up a written report for the General Meeting in which it shall explain how it verified all of the bases for the annual report and the governance of the company during the financial year.
Ljubljana, 17 March 2009
Vice-President of the Supervisory Board:
Pavel Žakelj
Enclosure:
Supervisory Board’s written report
Materials for Item 3 of the agendaPROPOSAL FOR THE USE OF DISTRIBUTABLE PROFIT FOR THE 2008 FINANCIAL YEAR WITH A PROPOSAL FOR CONFERRAL OF OFFICIAL APPROVAL ON THE MANAGEMENT BOARD AND SUPERVISORY BOARD FOR THE 2008 FINANCIAL YEAR
The company's Management Board and Supervisory Board hereby propose that the General Meeting of Telekom Slovenije, d.d. adopt the following:
Resolution:
3.1. Distributable profit in the amount of EUR 68,525,917.05 shall be used for the following purposes:
for the payment of dividends in the amount of EUR 39,868.00, or EUR 6.00 gross per share,
the remainder in the amount of EUR 29,493,049.05 shall be brought forward to the following year.
Dividends shall be paid from that part of distributable profit arising from 2008 profits.
Dividends shall be paid to shareholders who are entered in the share register as shareholders with the right to dividends two days after the adoption of this Resolution at the General Meeting, within 60 days following the adoption of this Resolution at the General Meeting.
3.2. The General Meeting shall confer its official approval on the Management Board for its work in the 2008 financial year.
3.3. The General Meeting shall confer its official approval on the Supervisory Board for its work in the 2008 financial year.
Explanation:
The Audited 2008 Annual Report has been discussed and approved by the Supervisory Board.
Dividends shall be paid in line with the results achieved, the company’s development plans and its dividend policy.
On the basis of the provisions of Articles 293 and 294 of the ZGD-1, the General Meeting shall decide on the use of distributable profit and on the conferral of official approval on the Management Board and Supervisory Board.In accordance with the recommendations of the Corporate Governance Code, separate ballots shall be cast for the conferral of official approval on the Management Board and Supervisory Board.
Ljubljana, 17 March 2009
President of the Management Board:Vice-President of the Supervisory Board:
BojanDremelj, MSc Pavel Žakelj
Enclosure:
2008 Annual Report
Materials for Item 4 of the agendaPROPOSAL FOR APPOINTMENT OF AUDITOR TO AUDIT THE FINANCIAL STATEMENTS OF TELEKOM SLOVENIJE, D.D. FOR THE 2009 FINANCIAL YEAR
The company's Supervisory Board hereby proposes that the General Meeting of Telekom Slovenije, d.d. adopt the following:
Resolution:
The General Meeting hereby appoints the auditing firm Ernst&Young, d.o.o., Dunajska 111, Ljubljana, to audit the financial statements of Telekom Slovenije, d.d. for the 2009 financial year.
Explanation:
Loan agreements with foreign banks require an internationally accredited auditing firm.The current auditors of Ernst&Young satisfy all of the legal conditions and the conditions of the loan agreements, are familiar with the operations of Telekom Slovenije, d.d. and the Telekom Slovenije Group, and have references in Slovenia and abroad.
Pursuant to the Companies Act and the Auditing Act and based on the proposal of the Audit Committee, the Supervisory Board hereby proposes that the General Meeting appoints as auditors the auditing firm Ernst&Young, d.o.o., Ljubljana, which has sufficient experience in auditing in the telecommunications sector and is familiar with the operations of Telekom Slovenije, d.d. and the Telekom Slovenije Group and has references in Slovenia and abroad.
Ljubljana, 17 March 2009
Vice-President of the Supervisory Board:
Pavel Žakelj