About General meeting of Shareholders
Notice on the resolutions of the General Meeting of Shareholders
Notice on the 39th General Meeting of Shareholders of Zavarovalnica Triglav, d.d.
Pursuant to the Ljubljana Stock Exchange Rules and the applicable legislation, the Management Board of Zavarovalnica Triglav, d.d., hereby publishes the resolutions of the 39th General Meeting of Shareholders, which was held on 10/6/2014 in the Conference Hall B1, Verovškova ulica 60b, Ljubljana.
The following resolutions were passed:
1. Opening of the General Meeting of Shareholders
a) Establishing a quorum and the presence of Nada Kumar, Notary Public from Ljubljana, in charge of taking the minutes
b) Appointment of the Credentials Committee and the Chairperson of the General Meeting of Shareholders
Resolution No. 1:
Mr Mitja Kepec, Ms Lidija Lipavšek and Mr Miha Klep are hereby appointed as members of the Credentials Committee and Mr Simon Gabrijelčič as the Chairperson of the General Meeting of Shareholders.
Resolution No.1 was passed as proposed. In voting for this resolution 3,942,920 votes were cast, representing the same number of shares. This resolution was voted in favour by 3,934,817 shares with voting rights, representing 99.794% of total votes cast. A total of 8,103 shares were against this resolution, accounting for 0.206% of total votes cast. There were 310 abstentions.
2. Presentation of the Annual Report of Zavarovalnica Triglav, d.d., for 2013 and the Annual Report of the Triglav Group for 2013 with the accompanying auditor's opinions, the Annual Internal Audit Report for 2013, the Supervisory Board's Report on the Examination of the Annual Reports of Zavarovalnica Triglav, d.d., and the Triglav Group for 2013 and the Opinion of the Supervisory Board of Zavarovalnica Triglav, d.d., on the Annual Internal Audit Report for 2013 by the Internal Audit Department of Zavarovalnica Triglav, d.d.
The shareholders did not vote on this item, as it was of purely informative nature.
3. Distribution of accumulated profit for 2013; granting of a discharge to the Management and the Supervisory Boards
Distribution of accumulated profit for 2013
Resolution No. 3.1:
The accumulated profit totalling EUR 77,826,169.51 as at 31/12/2013 shall be distributed as follows:
- A part of accumulated profit in the amount of EUR 38,649,751.60 shall be allocated for dividend payments amounting to EUR 1.70 gross per share payable to the shareholders appearing in the Share Register two days following the date of the General Meeting of Shareholders. The dividends shall be paid within 30 days of the date this resolution is passed.
- The distribution of the remaining accumulated profit of EUR 39,176,417.91 shall be decided in future years.
Resolution No. 3.1 was passed in accordance with the counterproposal submitted by shareholder Žito, d.d., Šmartinska 154, Ljubljana. In voting for this resolution 3,707,175 votes were cast, representing the same number of shares. A total of 3,438,255 shares were in favour of this resolution, accounting for 92.746% of total votes cast. A total of 268,920 shares were against this resolution, accounting for 7.254% of total votes cast. There were 236,055 abstentions.
Granting of a discharge to the Management Board of Zavarovalnica Triglav, d.d.
Resolution No. 3.2:
Resolution No. 3.2 was passed as proposed. In voting for this resolution 3,943,120 votes were cast, representing the same number of shares. A total of 3,926,628 shares were in favour of this resolution, accounting for 99.582% of total votes cast. A total of 16,492 shares were against this resolution, accounting for 0.418% of total votes cast. There were 110 abstentions.
Granting of a discharge to the Supervisory Board of Zavarovalnica Triglav, d.d.
Resolution No. 3.3:
The Supervisory Board of Zavarovalnica Triglav, d.d., is hereby granted a discharge by the General Meeting of Shareholders for the 2013 fiscal year.
4. Appointment of auditors for the 2014 fiscal year
Resolution No. 4:The General Meeting of Shareholders hereby appoints the audit company ERNST & YOUNG Revizija, poslovno svetovanje d.o.o., Dunajska cesta 111, 1000 Ljubljana auditors of Zavarovalnica Triglav, d.d., for the 2014 fiscal year.
Resolution No. 4 was passed as proposed. In voting for this resolution 3,858,204 votes were cast, representing the same number of shares. A total of 3,844,634 shares were in favour of this resolution, accounting for 99.648% of total votes cast. A total of 13,570 shares were against this resolution, accounting for 0.352% of total votes cast. There were 85,026 abstentions.
5. Harmonisation of business activities and amendments to the Memorandum and Articles of Association
Resolution No. 5:
• Article 2(1) indent 6 shall be amended to read:
“– reinsurance.” and
• Article 2(3) shall be amended to include reinsurance and the enumeration of the company’s activities shall be rearranged so that (3) shall read:
“In accordance with the applicable Standard Classification of Activities, the activities referred to in Article 2(1) and (2) are classified as follows:
65.110 Life insurance
65.120 Non-life insurance
65.200 Reinsurance
65.300 Pension funding
66.190 Other activities auxiliary to financial services, except insurance and pension funding
66.210 Risk and damage evaluation
66.220 Activities of insurance agents and brokers
66.290 Other activities auxiliary to insurance and pension funding
This resolution was adopted subject to two suspensive conditions: that the amended Insurance Act allows insurers to perform reinsurance and that Zavarovalnica Triglav, d.d., obtains an authorisation from the Insurance Supervision Agency for reinsurance business, should such an authorisation be required by law for the performance of reinsurance. In the event both suspensive conditions are met and the aforementioned resolution enters into force, the General Meeting of Shareholders hereby authorises the Supervisory Board to amend the Memorandum and Articles of Association of Zavarovalnica Triglav, d.d., accordingly.
Resolution No. 5 was passed as proposed. In voting for this resolution 3,942,120 votes were cast, representing the same number of shares. A total of 3,929,920 shares were in favour of this resolution, accounting for 99.691% of total votes cast. A total of 12,200 shares were against this resolution, accounting for 0.309% of total votes cast. There were 1,110 abstentions.
At the General Meeting of Shareholders no action of voidness was announced.
The voting rights of the five biggest shareholders present at General Meeting of Shareholders accounted for 25.72% of the existing shares carrying voting rights, exercisable at the General Meeting (hereinafter voting rights). The following five biggest shareholders were present and/or represented by proxy at the General Meeting of Shareholders:
- Hypo Alpe – Adria – Bank, d.d., Zagreb: number of shares and votes 1,137,590 or 13.50% of total voting rights;
- Skandinaviska Enskilda Banken S.A. Luxembourg, Luxembourg: number of shares and votes 347,856 or 4.13% of total voting rights;
- Hrvatska poštanska banka d.d. – fiduciar, Zagreb: number of shares and votes 347,477 or 4.12% of total voting rights;
- Sava Re, d.d., Ljubljana: number of shares and votes 187.989 or 2.23% of total voting rights;
- NFD 1, Mešani fleksibilni podsklad - Jug, Ljubljana: number of shares and votes 147,277 or 1,75% of total voting rights.
This information will be published on the website of Zavarovalnica Triglav, d.d., at www.triglav.eu as of 10/6/2014 and will remain available on the Company's public website for a period of at least five years.
Management Board of Zavarovalnica Triglav, d.d.