The shares represented at the General Meeting of Shareholders bearing voting rights totalled 15,569,427 or 68.48 % of the total.
Resolutions passed by the General Meeting of Shareholders
1.
The opening of the General Meeting of Shareholders: a) establishing a
quorum and ascertaining the presence of Nevenka Tory, Notary Public from
Ljubljana, who will take minutes, b) appointment of the Credentials
Committee and the Chairman of General Meeting of Shareholders.
Resolution
no. 1. - Mitja Kepec, Lidija Lipavšek and Urška Zupančič are hereby
appointed members and Carmen Dobnik president of the Verification
Committee.
Resolution
no. 1. was passed as proposed: 15,563,661 votes were cast, representing
the same number of shares. Votes in favour counted 15,557,141 shares,
which account for 99.958% of the total votes cast. Votes against counted
6,520 shares, which account for 0.042% of the total votes cast. There
were 10 abstentions.
2.
Presentation of the Annual Report of Zavarovalnica Triglav, d.d., for 2010 and
the Annual Report of the Triglav Group for 2010 accompanied by the
auditor's opinions, the Annual Internal Audit Report for 2010, the
Report of the Supervisory Board of Zavarovalnica Triglav, d.d., on the
examination of the Annual Report of Zavarovalnica Triglav, d.d., for 2010 and
the Annual Report of the Triglav Group for 2010 and the Supervisory
Board’s opinion on the Annual Internal Audit Report of Zavarovalnica
Triglav, d.d.. Under this item of the agenda, the shareholders took note of
the stated documents, the financial highlights of Zavarovalnica Triglav, d.d.,
in the 1st quarter of 2011 and the earnings of the members on the
Management and Supervisory Boards in 2010. This item was not voted on,
as the General Meeting of Shareholders only took note of the
information.
3. Distribution of accumulated profit for 2010 - discharge to the Management Board and the Supervisory Board
Distribution of accumulated profit for 2010
Resolution
no. 3.1: The accumulated profit of EUR 268,633,571.25 as at 31/12/2010 shall be distributed as follows: EUR 9,094,059.20 to dividend
payments of EUR 0.40 gross per share to the shareholders entered in the
share register as at 21 June 2011, payable by no later than 30/8/2011, EUR 160,000,000 to profit reserves and the remaining profit of EUR
99,539,512.05 to be distributed in future years.
Resolution
no. 3.1. was adopted on the basis of the counterproposal submitted by
the Capital Assets Management Agency of the Republic of Slovenia, which,
in compliance with Article 40 of the Law on Corporate Governance of
State Capital Investments, exercises the rights of the shareholders the
Institute of Pension and Disability Insurance of Slovenia and the
Slovenian Compensation Company (SOD) in Zavarovalnica Triglav, d.d.. On
the submitted counterproposal 15,557,116 votes were cast, representing
the same number of shares. Votes in favour counted 14,595,184 shares,
which account for 93.817% of the total votes cast. Votes against counted
961,932 shares, which account for 6.183% of the total votes cast. There
were 12,311 abstentions. The General Meeting of Shareholders voted
against the draft resolution no. 3.1. published in the notice of the
General Meeting of Shareholders on 20/5/2011 and the counterproposal
by Miodrag Djurdjević published on 1/6/2011.
Discharge to the Management Board of Zavarovalnica Triglav, d.d.
Resolution
no. 3.2. — The General Meeting of Shareholders hereby grants a
discharge to the Management Board of Zavarovalnica Triglav, d.d., for the
financial year 2010.
Resolution
no. 3.2. was passed as proposed: 15,569,417 votes were cast,
representing the same number of shares. Votes in favour counted
15,569,417 shares, which account for 100% of the total votes cast. There
were no votes against and 10 abstentions.
Discharge to the Supervisory Board of Zavarovalnica Triglav, d.d.
Resolution
no. 3.3. — The General Meeting of Shareholders hereby grants a
discharge to the Supervisory Board of Zavarovalnica Triglav, d.d., for the
financial year 2010.
Resolution
no. 3.3. was passed as proposed: 15,569,417 votes were cast,
representing the same number of shares. Votes in favour counted
15,569,416 shares, which account for 100% (rounded up to the third
decimal place) of the total votes cast. Votes against counted 1 share,
which accounts for 0% (rounded up to the third decimal place) of the
total votes cast. There were 10 abstentions.
4.
Share capital increase from own funds, Resolution no. 4.1. - The
balance sheet and statement of financial position of Zavarovalnica
Triglav, d.d., as at 31/12/2010 disclose EUR 252,529,149 in retained net
profit (i.e., net profit brought forward) of which EUR 50,000,000 shall
be allocated to increasing the share capital of Zavarovalnica Triglav, d.d.,
which before such an increase amounts to EUR 23,701,391.79. The share
capital shall be increased from retained net profit (i.e., net profit
brought forward) without issuing new shares. After the increase, the
share capital of Zavarovalnica Triglav, d.d., shall amount to EUR 73,701,391.79
and be divided into 22,735,148 ordinary no-par value shares. The share
capital increase shall take force as of the day it is entered in the
Companies Register.
Resolution
no. 4.1. was passed as proposed: 15,569,417 votes were cast,
representing the same number of shares. Votes in favour counted
15,569,416 shares, which account for 100% (rounded up to the third
decimal place) of the total votes cast. Votes against counted 1 share,
which accounts for 0% (rounded up to the third decimal place) of the
total votes cast. There were 10 abstentions.
Resolution
no. 4.2. — In order to make the capital increase compliant with
Resolution no. 4.1, and under the suspensive condition of its entry into
the Companies Act, Article 3 §1 of the Articles and Memorandum of
Association of Zavarovalnica Triglav, d.d., shall be amended so as to read:
“The share capital of the Insurance Company amounts to EUR 73,701,391.79
(say: seventy-three million seven hundred and one thousand three
hundred and ninety-one euros and seventy-nine cents).”
Resolution
no. 4.2. was passed as proposed: 15,569,417 votes were cast,
representing the same number of shares. Votes in favour counted
15,569,417 shares, which account for 100% of the total votes cast. There
were no votes against and 10 abstentions.
5.
Appointment of the auditors for 2011, Resolution no. 5. — The General
Meeting of Shareholders hereby appoints the auditing company KPMG
Slovenija, podjetje za revidiranje, d.o.o., Železna cesta 8a, Ljubljana
the auditor of Zavarovalnica Triglav, d.d., for 2011.
Resolution
no. 5 was passed as proposed: 15,562,729 votes were cast, representing
the same number of shares. Votes in favour counted 15,556,209 shares,
which account for 99.958% of the total votes cast. Votes against counted
6,520 shares, which account for 0.042% of the total votes cast. There
were 6,698 abstentions.
6.
Revocation of a General Meeting of Shareholder's resolution and
amendments to the Articles and Memorandum of Association, Resolution no.
6.1. - Resolution no. 3 on authorised capital, passed by the General
Meeting of Shareholders on 18/4/2008, is hereby revoked.
Resolution
no. 6.1. was adopted on the basis of the counterproposal (as well as
the draft resolution no. 6.1., published in the notice of the General
Meeting of Shareholders on 20/5/2011) submitted on 21/6/2011 by
the Capital Assets Management Agency of the Republic of Slovenia which,
in compliance with Article 40 of the Law on Corporate Governance of
State Capital Investments, exercises the rights of the shareholder the
Institute of Pension and Disability Insurance of Slovenia in
Zavarovalnica Triglav, d.d.. On the submitted counterproposal 15,569,417
votes were cast, representing the same number of shares. Votes in favour
counted 15,546,633 shares, which account for 99.854% of the total votes
cast. Votes against counted 22,784 shares, which account for 0.146% of
the total votes cast. There were 10 abstentions.
Resolution
no. 6.2. — In accordance with its adopted Resolution no. 6.1., the
General Meeting of Shareholders hereby passes the following amendments
to the Articles and Memorandum of Association of the Company: the
Articles and Memorandum of Association of the Company shall be amended
by striking out Article 5a in its entirety and changing Article 25 so as
to read “Article 25: For their work the Supervisory Board members shall
be entitled to a participation fee, basic board member remuneration and
remuneration for additional duties in the amount, if any, to be set by
the General Meeting of Shareholders. The Supervisory Board members shall
be entitled to the reimbursement of transport and accommodation costs
and a daily expense allowance up to the limit set in the rules and
regulations on cost reimbursement related to non-taxable earned and
other income. The General Meeting of Shareholders may pass a resolution
to define the eligibility conditions for reimbursement of accommodation
costs in greater detail.”
The
General Meeting of Shareholders hereby passes the fair copy of the
Articles and Memorandum of Association of the Company and authorises the
Chairman of the Supervisory Board to sign this document.
Resolution
no. 6.2. was adopted on the basis of the counterproposal submitted on
21/6/2011 by the Capital Assets Management Agency of the Republic of
Slovenia which, in compliance with Article 40 of the Law on Corporate
Governance of State Capital Investments, exercises the rights of the
shareholder the Institute of Pension and Disability Insurance of
Slovenia in Zavarovalnica Triglav d.d.. On the submitted counterproposal
14,866,904 votes were cast, representing the same number of shares.
Votes in favour counted 14,595,232 shares, which account for 98.173% of
the total votes cast. Votes against counted 271,672 shares, which
account for 1.827% of the total votes cast. There were 702,523
abstentions.
The
General Meeting of Shareholders did not vote on the draft resolution
no. 6.2. published in the notice of the General Meeting of Shareholders
on 20/5/2011.
Resolution
no. 6.3. — The following amendment to the Articles and Memorandum of
Association of Zavarovalnica Triglav, d.d., is hereby adopted: in the event
Resolutions no. 6.1. and 6.2. are passed, Article 5a shall be added, if
not then Article 5a shall be amended as follows: “The Management Board
is authorised to increase share capital by up to EUR 11,055,208.77
through new shares issued for cash for a period of up to 5 years of the
date the respective amendments made to the Articles and Memorandum of
Association are entered in the Companies Register. Subject to approval
by the Supervisory Board, the Management Board shall decide on new share
issues, the amount of share capital increases, rights attached to new
shares and all terms and conditions of share issues.
Following
a share capital increase, the Supervisory Board is authorised to amend
the Articles and Memorandum of Association so as to make them consistent
with the share capital increase and the new share issue.”
Resolution
no. 6.3. was passed as proposed: 7,732,789 votes were cast,
representing the same number of shares. Votes in favour counted
7,726,455 shares, which account for 99.918% of the total votes cast.
Votes against counted 6,334 shares, which account for 0.082% of the
total votes cast. There were 7,836,638 abstentions.
Before
voting on Resolution no. 6.3., Matjaž Rakovec, President of the
Management Board, informed the shareholders about the letter sent by
Zavarovalnica Triglav, d.d., to the Capital Assets Management Agency (AUKN) on
20/6/2011. In this letter, the Management Board of Zavarovalnica
Triglav, d.d., undertook, in the event that the 35th General Meeting of
Shareholders on 21/6/2011 votes in favour of Draft Resolution no.
6.3. regarding authorised capital, to refrain from adopting a decision
on increasing share capital from authorised capital until 31/12/2011, excluding in response to the following enumerated events: request
by the regulator, absolute necessity for providing the Insurance
Company’s capital adequacy or necessity for maintaining the credit
rating.
7.
Introduction of the new members of the Supervisory Board, employee
representatives. Under this item of the agenda, shareholders took note
of the new appointments of employee representatives to the Supervisory
Board: Peter Celar, Branko Gorjan and Miran Krštinc, with a four-year
term of office starting on 30/5/2011. This item was not voted on, as
the General Meeting of Shareholders only took note of the information.
8.
Discussion and passing of the resolution on the remuneration of the
Supervisory Board members, Resolution no. 8. — For attending any regular
session of the Supervisory Board, each of its members shall be entitled
to a participation fee in the amount of EUR 275 gross. For attending
any session of a committee of the Supervisory Board, each of its members
shall be entitled to a participation fee equalling 80% of the
participation fee for its regular sessions. The participation fee at a
correspondence session of the Supervisory Board shall equal 80% of the
participation fee for its regular sessions. Notwithstanding these
provisions and the number of sessions attended in any financial year,
the Supervisory Board members shall be entitled to the said
participation fees in any financial year only up to a total equalling
50% of their annual board member basic remuneration actually paid. In
addition to participation fees, Supervisory Board members shall be
entitled to a board member basic remuneration in the amount of EUR
13,000 gross. The Chairman and Deputy Chairman of the Supervisory Board
shall be respectively entitled to a 50% and 10% top-up on the board
member basic remuneration. The Supervisory Board members who are also
members of any committee of the Supervisory Board shall be entitled to a
25% top-up on the board member basic remuneration. The Chairman of any
committee of the Supervisory Board shall be entitled to a 50% top-up on
the board member basic remuneration. The board member basic remuneration
and top-ups shall be regularly paid to the Supervisory Board members
every month on a pro rata basis during the period until they remain in
office. Any monthly payment shall equal one twelfth of the above stated
amounts at the annual level. Notwithstanding these provisions and the
number of committees of the Supervisory Board of which they are members
or which they chair in any financial year, the Supervisory Board members
shall be entitled to the said top-ups in any financial year only up to a
total equalling 50% of their annual board member basic remuneration
actually paid. The limitation on the total payments of board member
basic remuneration and top-ups per individual Supervisory Board member
does not in any way affect either their duty of active participation in
all of the sessions of the Supervisory Board and meetings of Supervisory
Board committees on which they sit, or their legally defined
responsibilities. The Supervisory Board members shall be entitled to the
reimbursement of transport and accommodation costs and a daily expense
allowance arising in relation to their work in the Supervisory Board up
to the limit set in the rules and regulations on cost reimbursement
related to non-taxable earned and other income. The General Meeting of
Shareholders may pass a resolution to define in greater detail the
eligibility conditions for reimbursement of accommodation costs.
Accommodation costs shall be reimbursed in the event a session or
meeting takes place up to and above 100 km away from the Supervisory
Board member’s and Supervisory Board committee member’s permanent or
temporary address and they are unable to travel back home because no
public transport is available, or where there are other objective
grounds for so doing. This resolution shall take effect and apply as of
the day it is passed by the General Meeting of Shareholders, whereby the
resolution passed by the 32nd General Meeting of Shareholders on 6/4/2009 is revoked.
Resolution
no. 8. was adopted on the basis of the counterproposal submitted by the
Capital Assets Management Agency of the Republic of Slovenia which, in
compliance with Article 40 of the Law on Corporate Governance of State
Capital Investments, exercises the rights of the shareholder the
Institute of Pension and Disability Insurance of Slovenia in
Zavarovalnica Triglav, d.d.. On the submitted counterproposal 14,858,400
votes were cast, representing the same number of shares. Votes in favour
counted 14,545,155 shares, which account for 97.892% of the total votes
cast. Votes against counted 313,245 shares, which account for 2.108% of
the total votes cast. There were 711,027 abstentions. The General
Meeting of Shareholders voted against the draft resolution no. 8.
published in the notice of the General Meeting of Shareholders on 20/5/2011.
No intention to sue for nullity and voidness of any resolution was announced at the General Meeting of Shareholders.
The
top five largest shareholders represented at the General Meeting of
Shareholders accounted for 67.75% of total shares carrying voting
rights. The following top five largest shareholders attended and were
represented at the General Meeting of Shareholders: - the Institute of
Pension and Disability Insurance of Slovenia, Ljubljana, with 7,836,628
shares and votes accounting for 34.47% of total voting rights; - the
Slovenian Compensation Company (SOD), Ljubljana, with 6,380,728 shares
and votes accounting for 28.07% of total voting rights; - NLB, d.d.,
Ljubljana, with 696,213 shares and votes accounting for 3.06% of total
voting rights;- HIT d.d., Nova Gorica, with 255,408 shares and votes
accounting for 1.12% of total voting rights; and - SENIOR vzajemni sklad
prilagodljive sestave naložb, Ljubljana, with 85,234 shares and votes
accounting for 0.37% of total voting rights.
This
information is released in compliance with Article 386 of the Financial
Instruments Market Act and will remain available on the website of Zavarovalnica Triglav, d.d., for a period of at least five years.
Management Board of Zavarovalnica Triglav, d.d.
About General meeting of Shareholders