Telekom Slovenije d d : Materials for the 36th General Meeting

MATERIALS

FOR THE 36th GENERAL MEETING OF SHAREHOLDERS

OF TELEKOM SLOVENIJE, D.D.

Ljubljana, 11 May 2023

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Materials for item 2 of the agenda:

APPOINTMENT OF THE WORKING BODIES OF THE GENERAL MEETING OF SHAREHOLDERS

Telekom Slovenije d.d.'s Management Board hereby proposes that the General Meeting of Shareholders adopt the following

resolution:

2.1 The attorney-at-law Stojan Zdolšek is hereby appointed chair of the General Meeting of Shareholders, while a representative of Ixtlan Forum d.o.o. is hereby appointed as vote-counter.

The General Meeting of Shareholders is hereby informed of the presence of the notary Bojan Podgoršek at the General Meeting of Shareholders.

Grounds:

Working bodies, i.e. the chair of the General Meeting of Shareholders and a vote-counter, must be elected. In accordance with the applicable legislation, a notary must be present at the General Meeting of Shareholders to record resolutions in the form of minutes.

President of the Management Board:

Boštjan Košak

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Materials for item 3 of the agenda:

PRESENTATION OF THE ANNUAL REPORT FOR 2022 AND REPORT OF THE SUPERVISORY BOARD ON

THE RESULTS OF THE REVIEW OF THE ANNUAL REPORT FOR THE 2022 FINANCIAL YEAR

The General Meeting of Shareholders is hereby briefed on the annual report for 2022 and the report of the Supervisory Board on the results of the review of the annual report for the 2022 financial year.

Grounds:

Pursuant to Article 282 of the Companies Act (Official Gazette of the Republic of Slovenia, No. 60/06, with further changes and amendments; hereinafter: the ZGD-1), the Supervisory Board must review the written annual report and the proposal for the use of distributable profit submitted by the Management Board. The Supervisory Board must prepare a written report for the General Meeting of Shareholders explaining how and to what extent it supervised the management of the Company during the financial year. The Supervisory Board must also adopt a position on the auditor's report, which is enclosed to the annual report. At the end of the report, the Supervisory Board must provide any comments it may have after its final review of the report, and indicate whether it approves the annual report.

The Supervisory Board thoroughly reviewed the annual report of the Telekom Slovenije Group and Telekom Slovenije, d.d. for 2022 by the legally defined deadline. The Supervisory Board finds that the Telekom Slovenije Group's performance in 2022 was in line with established objectives.

The Supervisory Board was briefed on and discussed the audit report, in which the audit firm PRICEWATERHOUSECOOPERS, podjetje za revizijo in druge finančno računovodske storitve, d.o.o. (hereinafter: PricewaterhouseCoopers d.o.o.) found that the financial statements, which are an integral part of the annual report, present a true and fair picture of the financial position of the Company and the Group, and of their operating and financial results and changes in equity. The Supervisory Board had no comments regarding the audit report, nor did it have any remarks or reservations that would prevent the adoption of a decision approving the annual report and consolidated annual report.

Pursuant to the provisions of Article 282 of the Companies Act (ZGD-1), the Supervisory Board hereby confirms the annual report of the Telekom Slovenije Group and Telekom Slovenije, d.d. for 2022, together with the accompanying audit report for 2022. The report of the Supervisory Board regarding the review of the annual report for the 2022 financial year can be found in the enclosure to the relevant item of these materials.

President of the Management Board:	President of the Supervisory Board:
Boštjan Košak	Žiga Debeljak, MSc

Enclosures:

• Annual report of the Telekom Slovenije Group and Telekom Slovenije, d.d. for 2022: Annual and interim reports - English - Telekom Slovenije
• Report of the Supervisory Board

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REPORT OF THE SUPERVISORY BOARD

In the scope of its competences, the Supervisory Board ensured the responsible and high-quality supervision of the operations of Telekom Slovenije and the Telekom Slovenije Group in 2022. It met regularly, and discussed different aspects of operations and monitored the implementation of plans. Specific topics were discussed in advance by the Supervisory Board's committees. Based on findings, proposals and careful assessment by those committees, the Supervisory Board adopted decisions and informed stakeholders after its sessions. The Supervisory Board met at 16 regular, one extraordinary and five correspondence sessions in 2022.

Composition of the Supervisory Board

The Supervisory Board comprises nine members, six of whom are shareholder representatives and three of whom are employee representatives. When selecting candidates for Supervisory Board members, diversity in terms of knowledge, skills, experience and other personal circumstances of candidates (gender, age, education, etc.) is taken into account, in addition to the required level of qualifications, reputation and integrity.

The composition of the Supervisory Board is diverse, as its members complement each other in terms of their expertise, competences, experience, age, gender, work method and other aspects. This facilitates the effective exchange of opinions and views at sessions.

Work of the Supervisory Board

The Supervisory Board performed its work in accordance with the powers and competences prescribed by the law, the Company's Articles of Association and its own rules of procedure. It is fully liable for the performance of its supervisory function and makes its decisions independently. To that end, it ensures the responsible and high-quality supervision of the operations of Telekom Slovenije and the Telekom Slovenije Group. All members of the Supervisory Board submitted statements of compliance with the criteria of independence in accordance with the Corporate Governance Code (the statements are published on the website of Telekom Slovenije). No member of the Supervisory Board disclosed any fact that could have affected their independence during the 2022 financial year.

The Supervisory Board discussed various aspects of the operations of the Company and other Group companies, and monitored the implementation of plans. Specific topics were discussed in advance by the Supervisory Board's committees. Based on the proposals and assessments of committees, the Supervisory Board adopted the appropriate decisions.

Within the scope of its competences, the Supervisory Board made the following responsible decisions in 2022:

• adopted the annual business plan of Telekom Slovenije and the Telekom Slovenije Group for the 2023 financial year;
• adopted the audited annual report of the Telekom Slovenije Group and Telekom Slovenije for 2021;
• concluded agreements on the termination of the terms of office of three members of the Management Board, and relieved one member of the Management Board for reasons of culpability;
• appointed the President, Vice-President and two members to the Management Board;
• gave its consent to the appointment of managing directors of subsidiaries;
• gave its consent to the purchase of a 100% participating interest in ACTUAL I.T., informacijske tehnologije, d.d. That agreement was concluded on 28 March 2022, but the transaction was not completed for reasons beyond the Company's control; and
• discussed other topics relating to the operations of the Company and other Group companies.

In its supervision of the management of the operations of the Company and Telekom Slovenije Group subsidiaries, the Supervisory Board was briefed regularly on the following in 2022:

• reports on the operations of the parent company and subsidiaries;
• implementation of the Strategic Business Plan of the parent company and subsidiaries;
• assessments of the performance indicators of the Company and subsidiaries in each period; and
• other information in connection with the operations of the parent company and subsidiaries.

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The Supervisory Board partially updated its rules of procedure in April 2022. It performed an internal assessment of its work in the spring of 2022 according to the methodology of the Slovenian Directors' Association. No proposals for improvements were put forth.

Composition and functioning of Supervisory Board committees

The Supervisory Board had four permanent committees until the end of November: the Audit Committee, HR Committee, Strategy Committee and Marketing and Technology Committee. It then reconstituted its committees, and appointed three permanent committees: the Audit Committee, HR Committee and Business Development Committee. The aforementioned committees discussed individual areas of expertise in accordance with their respective competences and tasks. Committees discussed topics related to the Supervisory Board's work and advised the latter in important matters. This contributed to the improved work and effectiveness of the Supervisory Board.

The composition and most important tasks of individual committees in 2022 are described in the annual report.

Assessment of the Supervisory Board's work

The work of members of the Supervisory Board, including their work on committees, was professional and focused on the effective performance of their functions. Members of the Supervisory Board regularly attended sessions, were well-prepared for topics of discussion and put forth constructive proposals.

The Supervisory Board adopted competent decisions in accordance with its rules of procedure, the Company's internal acts and legally prescribed powers on the basis of professionally prepared written and oral information provided by the Management Board. The work of the Supervisory Board was complemented, in terms of content, by the proposals made by its committees.

Based on the above-described continuous monitoring and supervision of the operations and management of Telekom Slovenije and Group companies during the 2022 financial year, and based on the annual report of the Telekom Slovenije Group and Telekom Slovenije for 2022, as compiled and submitted by the Management Board, the Supervisory Board assesses that the annual report and disclosures contained therein reflect the actual situation and position of Telekom Slovenije Group subsidiaries and Telekom Slovenije.

Report of the Supervisory Board on the verification of the annual report

The Supervisory Board discussed the audited annual report of the Telekom Slovenije Group and Telekom Slovenije for 2022. Based on its review of the annual report and financial statements (including the notes thereto), and its review of the Management Board's proposal on the use of distributable profit and the certified auditor's report, the Supervisory Board confirmed the audited annual report of the Telekom Slovenije Group and Telekom Slovenije, d.d. for 2022.

Pursuant to the third paragraph of Article 272 of the Companies Act (ZGD-1), Telekom Slovenije's Management Board submitted the annual report of the Telekom Slovenije Group and Telekom Slovenije for 2022, together with the auditor's report for 2022, immediately after compilation and the issuance of the auditor's opinion. The annual report of the Telekom Slovenije Group and Telekom Slovenije for 2022 was audited by the audit firm PricewaterhouseCoopers, d.o.o., which issued an unmodified opinion regarding the financial statements of the Telekom Slovenije Group and Telekom Slovenije. The Audit Committee of Telekom Slovenije's Supervisory Board discussed the audited annual report of the Telekom Slovenije Group and Telekom Slovenije for 2022 and found that the annual report was compiled in a timely, clear and transparent manner, and in accordance with the provisions of the Companies Act (ZGD-1), the applicable International Financial Reporting Standards, as adopted by the European Community, and other relevant legislation. The Audit Committee had no comments with respect to the annual report for 2022, and proposed that the Supervisory Board approve the annual report of the Telekom Slovenije Group and Telekom Slovenije for 2022 in accordance with Article 282 of the ZGD-1.

Based on the auditor's opinion, the position of the Audit Committee, and data and disclosures in the annual report, Telekom Slovenije's Supervisory Board assesses that the auditor performed its work independently and professionally in accordance with valid legislation and business practices, that the annual report was compiled, in all material aspects, in accordance with the requirements of the ZGD-1, and that the financial statements fairly present, in all material aspects, the assets and financial position of the Telekom Slovenije Group and Telekom

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