Report of the Supervisory Board

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Members are fully liable for the performance of their supervisory function and make their decisions independently. Members prepare themselves adequately for topics discussed at individual sessions, put forward constructive proposals and comments, and make decisions in accordance with their respective competences. Supervision of the Company’s operations was carried out in line with the basic authorisations and competences set out in the Companies Act, and in the Company’s Articles of Association and the Rules of Procedure of the Supervisory Board.

The Supervisory Board elects a president and two vice-presidents, one from the Company’s shareholder representatives and one from its employee representatives. Borut Jamnik was President and Adolf Zupan, MSc and Dean Žigon served as Vice-Presidents of the Supervisory Board at the end 2015.

Functioning of supervisory board

Telekom Slovenije’s Supervisory Board met at a total of 18 sessions in 2015, of which 13 were regular sessions and five were correspondence sessions. As a rule, session were held at the Company’s registered office. Only once did the Supervisory Board meet elsewhere, at the subsidiary Soline.

The Supervisory Board prudently and responsibly monitored and supervised the operations of Telekom Slovenije and the Telekom Slovenije Group as a whole. If was continuously briefed on the operations of the Company and the Group, discussed the Telekom Slovenije Group’s Strategic Business Plan for the period 2016 to 2020, took steps to reorganise the Company’s Management Board and approved the appointment of managing directors of subsidiaries. It approved the merger of the subsidiary ONE DOOEL Skopje with VIP OPERATOR DOOEL Skopje and the acquisition of a 100% participating interest in Debitel telekomunikacije, d. d. The Supervisory Board regularly monitored the sale of the majority stake in the Company and the purchase of shares in Telekom Srbija a. d. within the scope of its powers.

The Supervisory Board continuously monitored potential conflicts of interest between its members. No such circumstances arose in 2015 with respect to Supervisory Board members.

The efficiency of the Supervisory Board was assessed based on the manual governing the assessment of the efficiency of work of supervisory boards. That assessment was carried out using a self-assessment matrix developed by the Slovenian Directors’ Association for conditions in Slovenia. An action plan was then drawn up to improve the Supervisory Board’ work in the future.

Work of Supervisory Board committees

The Supervisory Board had four committees in 2015. Those committees discussed topics related to the Supervisory Board’s work and advised the latter in important matters. This contributed significantly to improving the work and effectiveness of the Supervisory Board.

The work of committees is described in detail in the section, Corporate governance, in the Business Report section of the annual report.

Assessment of the work of the Management Board and Supervisory Board

On the basis of the aforementioned continuous monitoring and supervision of the management of Telekom Slovenije and Group companies during the 2015 financial year and based on the consolidated annual report of the Telekom Slovenije Group for 2015, 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 the Telekom Slovenije Group.

The Supervisory Board assesses that the Management Board of Telekom Slovenije successfully managed the Company’s transactions during the 2015 financial year and achieved established objectives. The Management Board prepared materials in a timely manner, which facilitated quality information and the thorough discussion of all the most important operational matters. The Management Board also provided exhaustive responses to the Supervisory Board’s additional questions and initiatives. On this basis a good-quality work of the Supervisory Board was enabled. The Management Board and Supervisory Board worked well together at sessions, while the presidents of the Management Board and Supervisory Board communicated regularly between sessions.

Approval of the annual report and the proposed use of the distributable profit for 2015

The Supervisory Board thoroughly reviewed the annual report of Telekom Slovenije, d. d. and the Telekom Slovenije Group for 2015 by the legally prescribed deadline. The Supervisory Board finds that the Telekom Slovenije Group operated in accordance with forecasts during the 2015 financial year.

The Supervisory Board was briefed on and discussed the audit report, in which the certified auditors of KPMG, d. o. o. find 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, their operating and financial results and changes in equity. The Supervisory Board had no comments or reservations regarding the audit report that would prevent the adoption of a decision to approve the annual report and consolidated annual report.

Pursuant to Article 282 of the Companies Act, the Supervisory Board hereby approves the annual report of Telekom Slovenije, d. d. and the consolidated annual report of the Telekom Slovenije Group, with the accompanying audit report for 2015.

signature

Borut Jamnik,
President of the Supervisory Board of Telekom Slovenije, d. d.