Information for shareholders

Notice on the resolutions of the General Meeting of Shareholders

Notice on the 40th 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 40th General Meeting of Shareholders, which was held on 9/5/2015 at 2:00 p.m. in the Conference Hall B1, Verovškova ulica 60b, Ljubljana.

At the General Meeting of Shareholders, a total of 3,724,899 shares or 44.37% 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 a quorum and the presence of Nada Kumar, Notary Public from Ljubljana, in charge of taking the minutes
  • 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 3,523,247 votes were cast, representing the same number of shares. A total of 3,523,141 shares were in favour of this resolution, accounting for 99.997% of total votes cast. A total of 106 shares were against this resolution, accounting for 0.003% of total votes cast. There were 20 abstentions.

 

2. Presentation of the Annual Report of Zavarovalnica Triglav, d.d., for 2014 and the Annual Report of the Triglav Group for 2014 with the accompanying auditor's opinions, the Annual Internal Audit Report for 2014, the Supervisory Board’s Report on the Verification of the Annual Reports of Zavarovalnica Triglav, d.d., and the Triglav Group for 2014 and the Opinion of the Supervisory Board of Zavarovalnica Triglav, d.d., on the Annual Internal Audit Report for 2014 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 2014; granting of a discharge to the Management and the Supervisory Boards

 

Distribution of accumulated profit for 2014

 

Resolution No. 3.1:

The accumulated profit totalling EUR 61,687,036.62 as at 31/12/2014 shall be distributed as follows:

- A part of accumulated profit in the amount of EUR 58,837,870.00 shall be allocated for dividend payments amounting to EUR 2.50 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 4,849,166.62 shall be decided in future years.

 

Resolution No. 3.1 as proposed. In voting for this resolution 3,724,779 votes were cast, representing the same number of shares. A total of 3,723,171 shares were in favour of this resolution, accounting for 99.957%of total votes cast. A total of 1,608 shares were against this resolution, accounting for 0.043% of total votes cast. There were 120 abstentions.

 

Granting of a discharge to the Management Board of Zavarovalnica Triglav, d.d.

 

Resolution No. 3.2:

The Management Board of Zavarovalnica Triglav, d.d., is hereby granted a discharge by the General Meeting of Shareholders for the 2014 fiscal year.

 

Resolution No. 3.2 was passed as proposed. In voting for this resolution 3,724,827 votes were cast, representing the same number of shares. A total of 3,722,198 shares were in favour of this resolution, accounting for 99.929% of total votes cast. A total of 2,629 shares were against this resolution, accounting for 0.071% of total votes cast. There were 72 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 2014 fiscal year.

 

Resolution No. 3.3 was passed as proposed. In voting for this resolution 3,724.879 votes were cast, representing the same number of shares. A total of 3,722,519 shares were in favour of this resolution, accounting for 99.937% of total votes cast. A total of 2,360 shares were against this resolution, accounting for 0.063% of total votes cast. There were 20 abstentions.

 

4. Appointment of auditors for the 2015 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 2015 fiscal year.

 

Resolution No. 4 was passed as proposed. In voting for this resolution 3,724,827 votes were cast, representing the same number of shares. A total of 3,723,020 shares were in favour of this resolution, accounting for 99.951% of total votes cast. A total of 1,807 shares were against this resolution, accounting for 0.049% of total votes cast. There were 72 abstentions.

 

5. Informing the General Meeting of Shareholders about the new appointments of employee representatives to the Supervisory Board

 

The shareholders did not vote on this item, as it was of purely informative nature.

 

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 27.96% 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., Slavonska avenija 6, Zagreb, Croatia: number of shares and votes 1,392,086 or 16.58% of total voting rights;

- Hrvatska poštanska banka d.d. – fiduciary, Juršićeva 4, Zagreb, Croatia: number of shares and votes 321,628 or 3.83% of total voting rights;

- Balkan Fund, Rue Sainte-Zithe 11, Luxembourg, Luxembourg: number of shares and votes 313,778 or 3.74% of total voting rights;

- Eastern European fund, 11, Rue Sainte-Zithe, Luxembourg, Luxembourg: number of shares and votes 175,752 or 2.09% of total voting rights;

- Alpen.SI, Mešani fleksibilni podsklad (mixed flexible subfund), Trdinova ulica 4, Ljubljana, Slovenia: number of shares and votes 144,532 or 1.72% of total voting rights.

 

This information will be published on the website of Zavarovalnica Triglav, d.d., at www.triglav.eu as of 9/6/2015 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.