Luka Koper D.d.LJSE: LKPG

Resolutions of the 40th General Meeting of Shareholders

· Issued by Luka Koper D.d.

In accordance with the provisions of the Ljubljana Stock Exchange Rules and the applicable legislation, the Company's management board herewith announces the resolutions adopted at the 40th General Meeting of Shareholders of LUKA KOPER, d.d. held on 22 May 2026.

Resolutions of the 40th General Meeting of Shareholders

Out of the total of 14,000,000 Company's shares, there were 10.375.003 ordinary no-par value shares present at the General Meeting of Shareholders, corresponding to 74,13 % of shares with voting rights. Each no-par value share corresponds to 1 vote. It was stated that pursuant to third paragraph, Article 11 of the Company's Articles of Association, there was a quorum at the General Meeting of Shareholders which is required to adopt the resolutions.

The proportion of voting rights of the five major shareholders present at the General Meeting of Shareholders expressed in relation to all shares with voting rights was 73,02 %.

No. of votes

%

Republic of Slovenia

7.140.000

51,02 %

SDH, d. d. (Slovenian Sovereign Holding)

1.557.857

11,13 %

Kapitalska družba, d. d.

696.579

4,98 %

Municipality of Koper

439.431

3,14 %

OTP Banka d. d. - fiduciarni račun

384.971

2,75 %

Total

10.143.666

73,02 %

  1. Opening of the General Meeting and election of the working bodies

    The proposed resolution:

    Attorney Stojan Zdolšek from Ljubljana is appointed as Chairman of the General Meeting of Shareholders and IXTLAN Forum, d.o.o., Ljubljana is appointed as Vote Counter. The General Meeting is informed of the presence of Nina Ferligoj, Notary Public from Koper.

    IN FAVOUR OF (FOR) the proposed resolution

    10.298.577

    AGAINST the proposed resolution

    0

    ABSTAINED

    10

  2. Presentation of the Annual Report for 2025 with auditor's opinion and the Report of the Supervisory Board on the results of the 2025 Annual Report examination; Report on the remuneration of the members of the Company's Management and Supervisory Bodies in 2025

    The proposed resolution:

    The General Meeting of Shareholders is acquainted with the Report on the remuneration of the

    members of the Company's Management and Supervisory Bodies in 2025 and approves it.

    IN FAVOUR OF (FOR) the proposed resolution

    10.374.127

    AGAINST the proposed resolution

    866

    ABSTAINED

    10

  3. Appropriation of distributable profit of the financial year 2025 and granting of discharge to the Management and Supervisory Bodies
    1. The proposed resolution:

      The distributable profit amounting as at 31 December 2025 to EUR 55,921,157.11 is to be appropriated as follows: a part of distributable profit in the amount of EUR 32,200,000.00 is to be appropriated for the paying out of dividends in the gross amount of EUR 2.30 per ordinary share; the remaining portion of distributable profit totalling EUR 23,721,157.11 is to remain undistributed.

      The Company shall pay out dividends on 31 August 2026 to all shareholders entered as holders of the shares in the Central Book-Entry Securities Register with the KDD as at 28 August 2026.

      IN FAVOUR OF (FOR) the proposed resolution

      10.374.993

      AGAINST the proposed resolution

      0

      ABSTAINED

      10

      3.2. The proposed resolution:

      The General Meeting of Shareholders grants discharge to the Management Board for the financial year 2025.

      IN FAVOUR OF (FOR) the proposed resolution

      10.374.993

      AGAINST the proposed resolution

      0

      ABSTAINED

      10

      3.3. The proposed resolution:

      The General Meeting of Shareholders grants discharge to the Supervisory Board for the financial year 2025.

      IN FAVOUR OF (FOR) the proposed resolution

      10.374.643

      AGAINST the proposed resolution

      350

      ABSTAINED

      10

  4. Appointment of the auditor for the financial years 2026, 2027, 2028

    The proposed resolution:

    The General Meeting hereby appoints the audit firm Forvis Mazars, družba za revizijo, d.o.o. to audit the financial statements of Luka Koper, d.d. and the Luka Koper Group for the financial years 2026, 2027 and 2028 and to provide limited assurance on the consolidated sustainability report and other assurance services in accordance with the law and contractual provisions.

    IN FAVOUR OF (FOR) the proposed resolution

    10.374.643

    AGAINST the proposed resolution

    350

    ABSTAINED

    10

  5. Remuneration and attendance fees of supervisory board members and the members of its committees

    The proposed resolution:

    1. Members of the Supervisory Board shall receive an attendance fee for attending a Supervisory Board meeting which shall amount to EUR 360 gross per Supervisory Board member. Each member of the Supervisory Board Committee shall receive an attendance fee for attending the Committee meeting in the amount of 80% of the Supervisory Board attendance fee. The attendance fee for a correspondence meeting shall be 80% of the attendance fee otherwise payable. Notwithstanding the foregoing, and therefore irrespective of the number of meetings attended, each member of the Supervisory Board shall be entitled to the payment of attendance fees in each financial year until their total amount reaches 50% of the basic remuneration for the performance of the duties of a member of the Supervisory Board in a year. Notwithstanding the foregoing, and therefore irrespective of the number of Supervisory Board meetings and Supervisory Board Committees attended, an individual member of the Supervisory Board who is a member of a Supervisory Board Committee(s) shall be entitled to the payment of an attendance fee in each financial year until the total amount of the attendance fees arising from attendance at Supervisory Board meetings and Supervisory Board Committees reaches 75% of the basic remuneration for the performance of the duties of a member of the Supervisory Board in a year.

    2. In addition to the attendance fees, the members of the Supervisory Board shall receive a basic remuneration for the performance of their duties of EUR 21,000 gross per member per year. The Chairman of the Supervisory Board shall also be entitled to a supplement of 50% of the basic remuneration for the performance of his/her duties as a member of the Supervisory Board and the Vice-Chairman/Deputy Chairman of the Supervisory Board to a supplement of 10% of the basic remuneration for the performance of his/her duties as a member of the Supervisory Board.

      Members of Supervisory Board Committee(s) shall receive an additional payment for the performance of their duties, which, for each committee member, shall amount to 25% of the basic remuneration for the performance of duties as a Supervisory Board member. The Chairman of the Supervisory Board Committee shall be entitled to an additional payment for the performance of his/her duties equal to 37.5% of the basic remuneration for the office of a Supervisory Board member. Notwithstanding the above, and therefore irrespective of the number of committees of which he/she is a member or chairs, each member of a Supervisory Board Committee shall be entitled to receive an additional payment in each financial year until the total amount of such additional payments reaches 50% of the basic remuneration for the performance of Supervisory Board member duties on an annual basis. If the term of office of a member of the Supervisory Board is less than one financial year and he/she is also a member of a Supervisory Board committee, he/she shall, notwithstanding the foregoing and therefore irrespective of the number of committees of which he/she is a member or chairs, be entitled to an additional payment for the performance of his/her duties during the financial year, until the aggregate amount of such additional payments reaches 50% of the basic remuneration for the office of the Supervisory Board member in question in respect of the period of time during which his/her term of office was completed and in respect of the financial year in question.

    3. The members of the Supervisory Board shall receive their basic remuneration and an

      additional payment for the performance of their duties in proportionate monthly payments to which they are entitled for as long as they hold office. The monthly remuneration shall be one-twelfth of the above annual amounts.

    4. The limitation of the total amounts of attendance fees or additional payments payable to a member of the Supervisory Board shall in no way affect the member's duty to actively participate in all meetings of the Supervisory Board and Supervisory Board Committees of which he/she is a member, and to exercise his/her statutory responsibility.

    5. Members of the Supervisory Board shall be entitled to reimbursement of travel and accommodation expenses incurred in connection with their work on the Supervisory Board up to the amount laid down in the rules governing the reimbursement of expenses relating to work and other income not included in the tax base (provisions applicable to travel expenses and accommodation expenses on business trips). The amount due to a member of the Supervisory Board under the above-mentioned provision shall be expressed in a gross amount, so that the net payment represents reimbursement of the actual travel expenses incurred. For the purpose of determining mileage, the distances between places calculated on the public website of the AMZS shall be considered. Accommodation expenses may be reimbursed only if the distance between the permanent or temporary residence of a member of the Supervisory Board or of a member of a Supervisory Board Committee and the place of work of the body is at least 100 kilometres; if the member was unable to return because the timetable no longer foresaw a journey by public transport, or for other objective reasons.

    6. This Resolution shall enter into force and apply from the date of its adoption by the General Meeting. It cancels Resolution no. 3 adopted by the General Meeting on 28 December 2017.

    IN FAVOUR OF (FOR) the proposed resolution

    10.366.036

    AGAINST the proposed resolution

    5.334

    ABSTAINED

    3.633

  6. Counter-proposal to item 6: Notification of the General Meeting on the expiry of the term of office of the supervisory board member Tomaž Benčina and the appointment of a new supervisory board member

    The proposed counter-proposal:

    The General Meeting takes note that the term of office of Supervisory Board member Tomaž Benčina expires on 7 June 2026.

    Urška Kežmah is hereby appointed as a member of the Supervisory Board of Luka Koper, d.d. for a term of office of four years, with effect as of 8 June 2026.

    IN FAVOUR OF (FOR) the proposed resolution

    9.837.764

    AGAINST the proposed resolution

    10.604

    ABSTAINED

    526.635

  7. Notification of the General Meeting on the resolution of the company's Workers' Council to recall employee representatives from the Supervisory Board and appoint new employee representatives to the Supervisory Board

The proposed resolution:

The General Meeting takes note of the resolution adopted by the Workers' Council of Luka Koper,

d.d. on 11 August 2025 pursuant to which the following members of the Supervisory Board -employee representatives were recalled as of that date: Rok Parovel, Mladen Jovičić, and Mehrudin Vuković. As of 12 August 2025, the following new members of the Supervisory Board -

employee representatives were appointed by the Workers' Council: David Krmac for the term ending on 19 January 2028, Jure Jambrošić for the term ending on 13 September 2028, and Mara Žerjal for the term ending on 8 April 2029.

IN FAVOUR OF (FOR) the proposed resolution

10.370.170

AGAINST the proposed resolution

0

ABSTAINED

4.833

In Koper, on 22 May 2026

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