Pursuant To Article 36 Of The Articles Of Association

pursuant to article 36. of the articles of association of telekom slovenije, d. d., the management board of telekom slovenije d. d., cigaleto

Pursuant to Article 36. of the Articles of Association of Telekom
Slovenije, d. d., the Management Board of Telekom Slovenije d. d.,
Cigaletova 15, Ljubljana, notice is hereby given that
The 16th General Meeting
will be held on 30 June 2009 at 15:00
in the Multimedia presentation auditorium at the registered address of
the company.
I. AGENDA AND PROPOSED RESOLUTIONS
1. Opening of the General Meeting, establishing quorum and appointment
of the bodies of the General Meeting.
Proposed 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.
2. Supervisory Boards' written report on the approval of the annual
report for the 2008 financial year
3. Proposal 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
Proposed 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.
Proposal for appointment of auditor to audit the financial statements
of Telekom Slovenije, d. d. for the 2009 financial year
Proposed 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.
II. MATERIALS
Shareholders of the company may view the materials for the General
Meeting, including the annual report and the Supervisory Board's
report, in the information office (ground floor) at the registered
address of the company at Cigaletova 15, Ljubljana from 10:00 to 12:00
every work day from the date of publication of this notice until the
date of the General Meeting. The notice of the General Meeting as well
as all of the materials including the meeting agenda and proposed
resolutions may also be viewed on the company's website at
www.telekom.si and the stock exchange's SEOnet information system.
III. PARTICIPATION AT THE GENERAL MEETING AND VOTING
The right to participate in the General Meeting and right to vote may
only be exercised by shareholders, their representatives and proxies
who register in writing at least three days before the General
Meeting. Shareholders’ proxies may exercise the right to participate
and the right to vote on the basis of a written authorisation, which
must be deposited at the company’s registered address by the
shareholders and must remain archived at the company until revoked.
Registration for the General Meeting will be considered timely if it
arrives at the company's registered address or by fax on 01 231 47 36
no later than 13:00 on 26 June 2009.
The total number of outstanding company shares on the date of this
notice of the General Meeting is 6,535,478. Of these 6,505,478 have
voting rights. All shares are of the same class.
IV RECONVENING OF THE GENERAL MEETING
If there is no quorum at the announced hour, the General Meeting will
be reconvened on the same day in the same premises and with the same
agenda at 16:00. In this case it will be considered that there is a
quorum regardless of the number of represented shares.
Ljubljana, 17 March 2009
President of the Management Board:
Bojan Dremelj, MSc.
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