About General meeting of Shareholders
Notice on the resolutions of the General Meeting of Shareholders
In accordance with the Ljubljana Stock Exchange Rules and the applicable legislation, the Management Board of Zavarovalnica Triglav, d.d., Ljubljana, Miklošičeva 19, hereby publishes the resolutions of the General Meeting of Shareholders, held on 14/2/2013 in conference hall B1, Verovškova ulica 60b, Ljubljana.
Resolution no. 1:
To appoint Mitja Kepec, Lidija Lipavšek and Miha Klep as members of the Credentials Committee and Franci Matoz as Chairman of the General Meeting of Shareholders.
Resolution no 1 was passed in accordance with the counterproposal submitted by Slovenska odškodninska družba d.d., Ljubljana. In voting for this resolution in accordance with the abovementioned counterproposal 11,238,508 votes were cast, representing the same number of shares. A total of 8,650,178 shares were in favour of this resolution, accounting for 76.969% of total votes cast. A total of 2,588,330 shares were against this resolution, accounting for 23.031% of total votes cast. There were 11,416 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no. 1.
Resolution no. 2:
The General Meeting of Shareholders acknowledges that the term of office of the following incumbent members of the Supervisory Board expires on 7/4/2013:
Resolution no. 2 was passed as proposed. In voting for this resolution 8,909,993 votes were cast, representing the same number of shares. A total of 8,907,992 shares were in favour of this resolution, accounting for 99.978% of total votes cast. A total of 2,001 shares were against this resolution, accounting for 0.022% of total votes cast. There were 2,339,931 abstentions.
Resolution no. 3.1:
Mr. Jovan Lukovac, MBA, is hereby appointed member of the Supervisory Board as shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.1 was passed as proposed. In voting for this resolution 11,119,620 votes were cast, representing the same number of shares. A total of 8,796,821 shares were in favour of this resolution, accounting for 79.111% of total votes cast. A total of 2,322,799 shares were against this resolution, accounting for 20.889% of total votes cast. There were 130,304 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no. 3.1.
Resolution no. 3.2:
Mr. Aleš Živkovič is hereby appointed member of the Supervisory Board as a shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.2 was passed in accordance with the counterproposal submitted by Slovenska odškodninska družba d.d., Ljubljana. In voting for this resolution 9,397,728 votes were cast, representing the same number of shares. A total of 8,619,367 shares were in favour of this resolution, accounting for 91.718% of total votes cast. A total of 778,361 shares were against this resolution, accounting for 8.282% of total votes cast. There were 1,852,196 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no. 3.2.
Resolution no. 3.3:
Mr. Rok Strašek is hereby appointed member of the Supervisory Board as a shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.3 was passed in accordance with the counterproposal submitted by Slovenska odškodninska družba d.d., Ljubljana. In voting for this resolution in accordance with the abovementioned counterproposal 10,828,022 votes were cast, representing the same number of shares. A total of 8,622,137 shares were in favour of this resolution, accounting for 79.628% of total votes cast. A total of 2,205,885 shares were against this resolution, accounting for 20,372% of total votes cast. There were 421,902 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no 3.3.
Resolution no. 3.4:
Mr. Mihael Perman is hereby appointed member of the Supervisory Board as a shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.4 was passed as proposed. In voting for this resolution 11,113,064 votes were cast, representing the same number of shares. A total of 11,088,301 shares were in favour of this resolution, accounting for 99.777% of total votes cast. A total of 24,763 shares were against this resolution, accounting for 0.223% of total votes cast. There were 136,860 abstentions.
Resolution no. 3.5:
Mr. Aleš Živkovič is hereby appointed member of the Supervisory Board as a shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.5 was passed in accordance with the counterproposal submitted by Slovenska odškodninska družba d.d., Ljubljana. In voting for this resolution 11,040,720 votes were cast, representing the same number of shares. A total of 10,204,074 shares were in favour of this resolution, accounting for 92.422% of total votes cast. A total of 836,646 shares were against this resolution, accounting for 7.578% of total votes cast. There were 209,204 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no 3.5.
Resolution no. 3.6:
Mr. Blaž Šlemic is hereby appointed member of the Supervisory Board as shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.6 was passed as proposed. In voting for this resolution 10,417,195 votes were cast, representing the same number of shares. A total of 7,969,710 shares were in favour of this resolution, accounting for 76.505% of total votes cast. A total of 2,447,485 shares were against this resolution, accounting for 23.495% of total votes cast. There were 832,729 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no. 3.6.
Resolution no. 4:
The General Meeting of Shareholders acknowledges the information on the activities regarding the participation of Zavarovalnica Triglav, d.d., in the share capital increase of Triglav INT, d.d., and the entry of a strategic partner in the latter. In particular, the General Meeting of Shareholders acknowledges the information on the supervision of investment decision making in the subsidiaries of Triglav INT, d.d., as well as the current state of transaction regarding the entry of the strategic partner in the shareholder structure of Triglav INT, d.d..
Resolution no. 4 was passed as proposed. In voting for this resolution 9,951,159 votes were cast, representing the same number of shares. A total of 9,934,469 shares were in favour of this resolution, accounting for 99.832% of total votes cast. A total of 16,690 shares were against this resolution, accounting for 0.168% of total votes cast. There were 1,298,765 abstentions.
Prior to the opening of and during the General Meeting, the shareholder Association of Small Shareholders of Slovenia made a request for the denial of the voting first of the following shareholders acting in concert: ZPIZ, Slovenska odškodninska družba d.d., HIT d.d., Telekom Slovenije d.d., Nova KBM d.d., ELES d.o.o. and D.S.U. d.o.o., and a request for the suspension of voting rights of all the shareholders, who gave proxies to Slovenska odškodninska družba d.d.
The voting rights of the five biggest shareholders present at General Meeting of Shareholders equalled 41.84% of existing shares to which voting rights are attached. The following five biggest shareholders were present and/or represented by proxy at the General Meeting of Shareholders:
This information is released in compliance with Article 386 of the Financial Instruments Market Act. It will be published on the website of Zavarovalnica Triglav, d.d. at www.triglav.eu as of 15/2/2013 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.
At the General Meeting of Shareholders a total of 11,249,924 shares or 49.55% of existing shares to which voting rights are attached was represented.
The following resolutions were passed:
1. Opening of the General Meeting of Shareholders, establishing of the quorum and election of officers
Resolution no. 1:
To appoint Mitja Kepec, Lidija Lipavšek and Miha Klep as members of the Credentials Committee and Franci Matoz as Chairman of the General Meeting of Shareholders.
Resolution no 1 was passed in accordance with the counterproposal submitted by Slovenska odškodninska družba d.d., Ljubljana. In voting for this resolution in accordance with the abovementioned counterproposal 11,238,508 votes were cast, representing the same number of shares. A total of 8,650,178 shares were in favour of this resolution, accounting for 76.969% of total votes cast. A total of 2,588,330 shares were against this resolution, accounting for 23.031% of total votes cast. There were 11,416 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no. 1.
2. Acknowledgment of the expiry of the term of office of the incumbent Supervisory Board
Resolution no. 2:
The General Meeting of Shareholders acknowledges that the term of office of the following incumbent members of the Supervisory Board expires on 7/4/2013:
- Mr. Igor Mihajlović,
- Mr. Aljoša Valentinčič,
- Mr. Vladimir Uršič,
- Mr. Adolf Zupan,
- Mr. Gregor Kastelic,
- Mr. Jovan Lukovac.
Resolution no. 2 was passed as proposed. In voting for this resolution 8,909,993 votes were cast, representing the same number of shares. A total of 8,907,992 shares were in favour of this resolution, accounting for 99.978% of total votes cast. A total of 2,001 shares were against this resolution, accounting for 0.022% of total votes cast. There were 2,339,931 abstentions.
3. Appointment of members to the Supervisory Board
Resolution no. 3.1:
Mr. Jovan Lukovac, MBA, is hereby appointed member of the Supervisory Board as shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.1 was passed as proposed. In voting for this resolution 11,119,620 votes were cast, representing the same number of shares. A total of 8,796,821 shares were in favour of this resolution, accounting for 79.111% of total votes cast. A total of 2,322,799 shares were against this resolution, accounting for 20.889% of total votes cast. There were 130,304 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no. 3.1.
Resolution no. 3.2:
Mr. Aleš Živkovič is hereby appointed member of the Supervisory Board as a shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.2 was passed in accordance with the counterproposal submitted by Slovenska odškodninska družba d.d., Ljubljana. In voting for this resolution 9,397,728 votes were cast, representing the same number of shares. A total of 8,619,367 shares were in favour of this resolution, accounting for 91.718% of total votes cast. A total of 778,361 shares were against this resolution, accounting for 8.282% of total votes cast. There were 1,852,196 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no. 3.2.
Resolution no. 3.3:
Mr. Rok Strašek is hereby appointed member of the Supervisory Board as a shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.3 was passed in accordance with the counterproposal submitted by Slovenska odškodninska družba d.d., Ljubljana. In voting for this resolution in accordance with the abovementioned counterproposal 10,828,022 votes were cast, representing the same number of shares. A total of 8,622,137 shares were in favour of this resolution, accounting for 79.628% of total votes cast. A total of 2,205,885 shares were against this resolution, accounting for 20,372% of total votes cast. There were 421,902 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no 3.3.
Resolution no. 3.4:
Mr. Mihael Perman is hereby appointed member of the Supervisory Board as a shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.4 was passed as proposed. In voting for this resolution 11,113,064 votes were cast, representing the same number of shares. A total of 11,088,301 shares were in favour of this resolution, accounting for 99.777% of total votes cast. A total of 24,763 shares were against this resolution, accounting for 0.223% of total votes cast. There were 136,860 abstentions.
Resolution no. 3.5:
Mr. Aleš Živkovič is hereby appointed member of the Supervisory Board as a shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.5 was passed in accordance with the counterproposal submitted by Slovenska odškodninska družba d.d., Ljubljana. In voting for this resolution 11,040,720 votes were cast, representing the same number of shares. A total of 10,204,074 shares were in favour of this resolution, accounting for 92.422% of total votes cast. A total of 836,646 shares were against this resolution, accounting for 7.578% of total votes cast. There were 209,204 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no 3.5.
Resolution no. 3.6:
Mr. Blaž Šlemic is hereby appointed member of the Supervisory Board as shareholder representative with a four-year term of office, starting on 8/4/2013.
Resolution no. 3.6 was passed as proposed. In voting for this resolution 10,417,195 votes were cast, representing the same number of shares. A total of 7,969,710 shares were in favour of this resolution, accounting for 76.505% of total votes cast. A total of 2,447,485 shares were against this resolution, accounting for 23.495% of total votes cast. There were 832,729 abstentions.
The Association of Small Shareholders of Slovenia announced an action of voidness with reference to Resolution no. 3.6.
4. Acknowledgment and information to the General Meeting of Shareholders on the operations of subsidiaries
Resolution no. 4:
The General Meeting of Shareholders acknowledges the information on the activities regarding the participation of Zavarovalnica Triglav, d.d., in the share capital increase of Triglav INT, d.d., and the entry of a strategic partner in the latter. In particular, the General Meeting of Shareholders acknowledges the information on the supervision of investment decision making in the subsidiaries of Triglav INT, d.d., as well as the current state of transaction regarding the entry of the strategic partner in the shareholder structure of Triglav INT, d.d..
Resolution no. 4 was passed as proposed. In voting for this resolution 9,951,159 votes were cast, representing the same number of shares. A total of 9,934,469 shares were in favour of this resolution, accounting for 99.832% of total votes cast. A total of 16,690 shares were against this resolution, accounting for 0.168% of total votes cast. There were 1,298,765 abstentions.
Prior to the opening of and during the General Meeting, the shareholder Association of Small Shareholders of Slovenia made a request for the denial of the voting first of the following shareholders acting in concert: ZPIZ, Slovenska odškodninska družba d.d., HIT d.d., Telekom Slovenije d.d., Nova KBM d.d., ELES d.o.o. and D.S.U. d.o.o., and a request for the suspension of voting rights of all the shareholders, who gave proxies to Slovenska odškodninska družba d.d.
All announced actions of voidness are stated under the passed resolutions they refer to.
The voting rights of the five biggest shareholders present at General Meeting of Shareholders equalled 41.84% of existing shares to which voting rights are attached. The following five biggest shareholders were present and/or represented by proxy at the General Meeting of Shareholders:
- Zavod za pokojninsko in invalidsko zavarovanje Slovenije, Ljubljana: number of shares and votes 7,836,628 or 34.52% of total voting rights
- NLB d.d., Ljubljana: number of shares and votes 696,213 or 3.07% of total voting rights
- Claycroft limited, Nicosia: number of shares and votes 404,460 or 1.78% of total voting rights
- East Capital Balkan Fund: number of shares and votes 297,508 or 1.31% of total voting rights and
- NFD 1, delniški podsklad, Ljubljana: number of shares and votes 264,502 or 1.17% of total voting rights
This information is released in compliance with Article 386 of the Financial Instruments Market Act. It will be published on the website of Zavarovalnica Triglav, d.d. at www.triglav.eu as of 15/2/2013 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.