Information for shareholders

Notice on the resolutions of the General Meeting of Shareholders

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 38th General Meeting of Shareholders, which was held on 11/6/2013 at 2 p.m. in the Conference Hall B1, Verovškova ulica 60b, Ljubljana.

At the General Meeting of Shareholders a total of 4,201,409 shares or 51.61% of existing shares to which voting rights are attached was represented.


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 Ms Alja Markovič Čas, LLM, as the Chairperson of the General Meeting.


Resolution No. 1 was passed in accordance with the counterproposal submitted by Društvo mali delničarji Slovenije (Minor Shareholders Association of Slovenia). In voting for this resolution 4,018,883 votes were cast, representing the same number of shares. A total of 3,769,383 shares were in favour of this resolution, accounting for 93.792% of total votes cast. A total of 249,500 shares were against this resolution, accounting for 6.208% of total votes cast. There were 150,534 abstentions.


2. Presentation of the Annual Report of Zavarovalnica Triglav, d.d., for 2012 and the Annual Report of the Triglav Group for 2012, including both opinions given by the audit firm, the Annual Internal Audit Report for 2012, the Report of the Supervisory Board of Zavarovalnica Triglav, d.d., on the Examination of the Annual Reports of Zavarovalnica Triglav, d.d., and the Triglav Group for 2012, and the Opinion of the Supervisory Board of Zavarovalnica Triglav, d.d., on the Annual Internal Audit Report for 2012 by the Internal Audit Department of Zavarovalnica Triglav, d.d.

Under this item, the shareholders took note of the abovementioned documentation and the remuneration of the Management and Supervisory Boards members in 2012. The shareholders were informed of the value of the real property of Gradis IPGI d.d. as disclosed in its financial statements, amounting to EUR 68.6 million as at 31/12/2012 (taking into account the appraisal on 31/12/2011). According to the financial statements of the Triglav Group the value of this real property, goodwill accounted for, as at 31/12/2012 was EUR 16.8 million.

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


3. Distribution of accumulated profits for 2012; granting of a discharge to the Management and Supervisory Boards


Distribution of accumulated profits for 2012

Resolution No. 3.1:
 The accumulated profits totalling EUR 98,205,999.33 as at 31/12/2012 shall be distributed as follows:

  • part of the accumulated profits in the amount of EUR 45,470,296.00 for dividend payments. The dividend equals EUR 2.00 gross per share, and is payable to the shareholders appearing in the Shareholder Register two days following the date of the General Meeting. Dividends shall be paid within 30 days of the date this resolution is passed;
  • the distribution of the remaining accumulated profits of EUR 52,735,703.33 shall be decided in upcoming years.


Resolution No. 3.1 was passed in accordance with the counterproposal submitted by Slovenska odškodninska družba, d.d., Ljubljana. In voting for this resolution 4,074,188 votes were cast, representing the same number of shares. A total of 3,767,019 shares were in favour of this resolution, accounting for 92.461% of total votes cast. A total of 307,169 shares were against this resolution, accounting for 7.539% of total votes cast. There were 127,221 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 2012 fiscal year.

Resolution No. 3.2 was passed as proposed. In voting for this resolution 3,966,106 votes were cast, representing the same number of shares. A total of 3,833,037 shares were in favour of this resolution, accounting for 96.645% of total votes cast. A total of 133,069 shares were against this resolution, accounting for 3.355% of total votes cast. There were 235,303 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 2012 fiscal year.

Resolution No. 3.3 was passed as proposed. In voting for this resolution 4,200,701 votes were cast, representing the same number of shares. A total of 4,078,351 shares were in favour of this resolution, accounting for 97.087% of total votes cast. A total of 122,350 shares were against this resolution, accounting for 2.913% of total votes cast. There were 708 abstentions.


4. Appointment of the audit firm for the 2013 fiscal year
 

Resolution No. 4:

 The audit firm ERNST & YOUNG Revizija, poslovno svetovanje d.o.o., Dunajska cesta 111, Ljubljana was appointed by the General Meeting of Shareholders as the auditors of Zavarovalnica Triglav, d.d., for the 2013 fiscal year.


Resolution No. 4 was passed as proposed. In voting for this resolution 4,173,575 votes were cast, representing the same number of shares. A total of 4,143,215 shares were in favour of this resolution, accounting for 99.273% of total votes cast. A total of 30,360 shares were against this resolution, accounting for 0.727% of total votes cast. There were 27,834 abstentions.


5.    Recall and appointment of the Supervisory Board's members

Resolution No. 5.1:

As at 11/6/2013, the General Meeting of Shareholders of the Company recalls the following Supervisory Board's members:

  • Mr Jovan Lukovac;
  • Mr Aleš Živkovič;
  • Mr Rok Strašek;
  • Mr Žiga Andoljšek;
  • Mr Blaž Šlemic and
  • Mr Mihael Perman.

appointed on 14/2/2013 at the 37th General Meeting of the Company, with their terms having started on 8/4/2013.


Resolution No. 5.1 was passed in accordance with the counterproposal submitted by Društvo mali delničarji Slovenije (Minor Shareholders Association of Slovenia). In voting for this resolution 4,011,145 votes were cast, representing the same number of shares. A total of 3,780,577 shares were in favour of this resolution, accounting for 94.252% of total votes cast. A total of 230,568 shares were against this resolution, accounting for 5.748% of total votes cast. There were 190,264 abstentions.


Resolution No. 5.2.1:

Mr Dubravko Štimac is hereby appointed member of the Supervisory Board of the Company as shareholder representative with a four-year term of office, starting on 12/6/2013.


Resolution No. 5.2.1 was passed in accordance with the counterproposal submitted by Društvo mali delničarji Slovenije (Minor Shareholders Association of Slovenia). In voting for this resolution 4,032,791 votes were cast, representing the same number of shares. A total of 3,777,362 shares were in favour of this resolution, accounting for 93.666% of total votes cast. A total of 255,429 shares were against this resolution, accounting for 6.334% of total votes cast. There were 168,618 abstentions.


Resolution No. 5.2.2:

Mr Mario Gobbo is hereby appointed member of the Supervisory Board of the Company as shareholder representative with a four-year term of office, starting on 12/6/2013.


Resolution No. 5.2.2 was passed in accordance with the counterproposal submitted by Društvo mali delničarji Slovenije (Minor Shareholders Association of Slovenia). In voting for this resolution 3,984,990 votes were cast, representing the same number of shares. A total of 3,666,774 shares were in favour of this resolution, accounting for 92.015% of total votes cast. A total of 318,216 shares were against this resolution, accounting for 7,985% of total votes cast. There were 211,053 abstentions.


Resolution No. 5.2.3:

Mr Rajko Stanković is hereby appointed member of the Supervisory Board of the Company as shareholder representative with a four-year term of office, starting on 12/6/2013.


Resolution No. 5.2.3 was passed in accordance with the counterproposal submitted by Društvo mali delničarji Slovenije (Minor Shareholders Association of Slovenia). In voting for this resolution 4,122,682 votes were cast, representing the same number of shares. A total of 3,719,807 shares were in favour of this resolution, accounting for 90.228% of total votes cast. A total of 402,875 shares were against this resolution, accounting for 9.772% of total votes cast. There were 73,361 abstentions.


Resolution No. 5.2.4:

Mr Matej Runjak is hereby appointed member of the Supervisory Board of the Company as shareholder representative with a four-year term of office, starting on 12/6/2013.


Resolution No. 5.2.4 was passed in accordance with the counterproposal submitted by Društvo mali delničarji Slovenije (Minor Shareholders Association of Slovenia). In voting for this resolution 3,917,041 votes were cast, representing the same number of shares. A total of 3,657,047 shares were in favour of this resolution, accounting for 93.362% of total votes cast. A total of 259,994 shares were against this resolution, accounting for 6.638% of total votes cast. There were 279,002 abstentions.


Resolution No. 5.2.5:

Mr Gregor Kastelic is hereby appointed member of the Supervisory Board of the Company as shareholder representative with a four-year term of office, starting on 12/6/2013.


Resolution No. 5.2.5 was passed in accordance with the counterproposal submitted by Društvo mali delničarji Slovenije (Minor Shareholders Association of Slovenia). In voting for this resolution 3,929,687 votes were cast, representing the same number of shares. A total of 3,755,689 shares were in favour of this resolution, accounting for 95.572% of total votes cast. A total of 173,998 shares were against this resolution, accounting for 4.428% of total votes cast. There were 191,547 abstentions.


Resolution No. 5.2.6:

Mr Matija Blažič is hereby appointed member of the Supervisory Board of the Company as shareholder representative with a four-year term of office, starting on 12/6/2013.


The resolution No. 5.2.6 was passed in accordance with the counterproposal submitted by Društvo mali delničarji Slovenije (Minor Shareholders Association of Slovenia). In voting for this resolution 3,925,519 votes were cast, representing the same number of shares. A total of 3,575,231 shares were in favour of this resolution, accounting for 91.077% of total votes cast. A total of 350,288 shares were against this resolution, accounting for 8.923% of total votes cast. There were 195,715 abstentions.


At the General Meeting of Shareholders no action of voidness were announced.


The voting rights of the five biggest shareholders present at General Meeting of Shareholders equalled 24.47% of existing shares to which voting rights are attached, 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 701,363 or 8.61% of total voting rights;
  • Claycroft limited, Nicosia: number of shares and votes 404,460 or 4.97% of total voting rights;
  • Hrvatska poštanska banka d.d. – fiduciary, Zagreb: number of shares and votes 336,203 or 4.13% of total voting rights;
  • East Capital Balkan Fund: number of shares and votes 297,508 or 3.65% of total voting rights and
  • Poteza naložbe d.o.o. – in bankruptcy proceedings, Ljubljana: number of shares and votes 252,370 or 3.10% 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 11/6/2013 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.