Agenda of the 36th General Assembly of the company:

1. Opening of the Assembly and election of the Assembly’s working bodies

The draft management decision is:
Branka Neffat is hereby elected Chairperson of the General Meeting.
Two tellers elected are Jure Blejec and Maja Zajc Žerjav
The meeting was attended by the invited notary Bojan Podgoršek.

2. To note the Annual Report for 2023 with the auditor’s opinion, the Supervisory Board’s written report on the verification of the Annual Report under 282. Article 2 of the Companies Act

The General Meeting takes note of the Annual Report for 2022, the auditor’s opinion, the Supervisory Board’s written report on the verification of the Annual Report under 282. Article 4 of the Companies Act.
Item 2 is for information only and shall not be put to the vote at the General Meeting.

3. a) Discharge to the Management Board and the Supervisory Board for the financial year 2023

The Management Board and the Supervisory Board propose that the General Meeting adopt the following resolution:
The General Meeting approves and authorises the work of the Management Board and Supervisory Board in the financial year 2022 and grants them a discharge.

3. b) Adoption of the decision on the use of the balance sheet profit for 2023

The Management Board and the Supervisory Board propose that the General Meeting adopt the following resolutions:
The balance sheet profit, which amounts to EUR 496,655.22 as at 31.12.2023, is distributed as follows:

• the part of the balance sheet profit arising from the net profit for 2023 of EUR 70,690.00 shall be used to pay a gross dividend of EUR 5.00 per ordinary share;
• the remaining part of the balance sheet profit of EUR 425,965.22 is allocated to other reserves.

The dividend will be paid to those shareholders who are registered as shareholders in the Company’s share register on the business day preceding the payment date. The dividend shall be paid within 90 days of the adoption of this Decision.

1. c) Remuneration to the Management Board and the Supervisory Board of the Company for 2023

The Management Board and the Supervisory Board propose that the General Meeting adopt the following resolution:
The Executive Board and the Supervisory Board of the Company shall be remunerated for their successful performance, charged to operating expenses in 2023, as proposed by the Executive Board and the Supervisory Board.

4. Authorization to the board to acquire its own shares

The management and the supervisory board propose to the general meeting to adopt the following resolution:
Assembly of the SZ company – design company Ljubljana d. d. on the basis of the eighth indent of the first paragraph of Article 247 ZGD-1, authorizes the company’s management to purchase its own shares in the name and on behalf of the company, the total number of which may not exceed the value of 10% (ten percent) of the basic
of the company’s capital.
The authorization is valid for 36 (thirty-six) months from the adoption of this decision.
When acquiring own shares, the minimum purchase price may be 10.00 (ten 00/100) euros, and the maximum purchase price may not exceed the book value of the shares.
Shares may not be acquired solely for trading purposes. In the case of divestment of own shares, the preferential right of existing shareholders is excluded.
The general meeting authorizes the administration to withdraw its own shares without further resolution on the reduction of the share capital.

5.  Appointment of the Statutory Audit Firm for 2024

The Supervisory Board proposes that the General Meeting adopt the following resolution:
The General Meeting appoints PLUS REVIZIJA, d. o. o., Ulica Ivana Roba 19, 1000 Ljubljana, as the authorised audit firm.

General Meeting materials and information for shareholders

The convening of the General Meeting shall be published on the website of the Agency of the Republic of Slovenia for Public Legal Records and Services (www.ajpes.si). The convocation of the general meeting, the materials for the general meeting, including the draft resolutions with explanatory notes, the annual report with the report of the supervisory board and the other materials referred to in the second paragraph of Article 297. a of Article 1 of the Companies Act, as well as all necessary forms (form of proxy for exercising voting rights, application for participation at the General Meeting) are available for inspection by shareholders at the secretariat of the Management Board of SŽ – PP Ljubljana d. d. at the address Ukmarjeva ulica 6, 1000 Ljubljana, on weekdays from 9.00 to 12.00 from the date of publication of the convocation of the General Meeting up to and including the date of the General Meeting. In accordance with 296. Article 7 of the Companies Act, the convening notice of the General Meeting with the agenda and proposed resolutions is also published on the company’s website www.sz-pp.si.

Shareholders whose aggregate holdings amount to one twentieth of the share capital may, not later than seven days after the date of publication of the convocation of the General Meeting, request in writing an additional item on the agenda. The request shall be accompanied in writing by a proposal for a resolution to be acted upon by the General Meeting or, if the General Meeting does not adopt a resolution on a particular agenda item, by a statement of the reasons for the agenda item. The request shall be sent to the following address: SŽ – PP Ljubljana d.d., Ukmarjeva ulica 6, 1000 Ljubljana.

Shareholders may submit proposals for resolutions in writing on each item on the agenda. The Company’s Management Board will publish and communicate shareholder proposals in the same manner as the convocation of the General Meeting in question, provided that they are sent to the Company within seven days of the convocation of the General Meeting, that the proposals are reasonably substantiated, and that the shareholders indicate that they will object to the proposal of the management or supervisory body at the General Meeting and that they will induce the other shareholders to vote in favour of their proposal.

The right to attend and vote at the General Meeting shall be vested in shareholders who are registered as holders of shares in the Central Register of Book-entry Securities with KDD – Central Clearing and Securities Depository Company, d. d., at the end of the seventh day preceding the General Meeting, i.e. 5. 6. 2024. Any shareholder entitled to attend the General Meeting may appoint a proxy to attend the General Meeting on his/her behalf, to attend and to exercise his/her voting rights at the General Meeting.

Attendance at the General Meeting and the exercise of voting rights by shareholders, their representatives or proxies is conditional upon written registration. The application must be sent by post to the following address: SŽ – PP Ljubljana d.d., Ukmarjeva ulica 6, 1000 Ljubljana, so that it is received by the Management Board no later than the end of the fourth day before the General Meeting, i.e. up to and including 8. 6. 2024. Registration for the General Meeting cannot be made by electronic means. Only entries with original signatures will be considered and valid.

Shareholders or their representatives or proxies must, at the request of the company, produce an identity document, a written power of attorney and, in the case of a legal representative, an extract from the court register. The shareholder’s proxy must submit a written proxy no later than the General Meeting, which shall be kept on file with the Company. The authorisation must be in writing and must contain general information (name, surname, address, registration number or company name, registered office and registration number) of the authorising person and the authorised person, and the signature of the authorising person. Shareholders may also revoke their proxy at any time up to the date of the General Meeting.

Shareholders may exercise their right to be informed at the general meeting in accordance with the first paragraph of 305. Article 1 ZGD-1.

Shareholders or proxies are kindly requested to arrive half an hour before the General Meeting in order to set up the records and to collect any ballot papers to be voted at the General Meeting. The meeting room will be open half an hour before the start of the Assembly.

SŽ – Projektivno podjetje Ljubljana d. d.

Director: Edmund Škerbec, univ. dipl. inž. grad.