Information for 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 the Company hereby publishes the resolutions of the 36th General Meeting of Shareholders of Zavarovalnica Triglav, d.d., Miklošičeva 19, Ljubljana, held on 12/6/2012 in Conference Hall B1, Verovškova ulica 60b, Ljubljana.

 

At the General Meeting of Shareholders the total number of represented shares and voting rights was 18,512,143 or 81.43% of total shares with voting rights.

The General Meeting of Shareholders passed the following resolutions:

 

1. Opening of the Annual General Meeting

a) Establishing of the quorum and the presence of Nada Kumar,  notary public from Ljubljana, in charge of taking minutes

b) Appointment of the Credentials Committee

Resolution No. 1:

Mr Mitja Kepec, Ms Lidija Lipavšek and Ms Urška Zupančič are hereby appointed as members of the Credentials Committee and Ms Carmen Dobnik as the Chairperson of the Annual General Meeting.

Resolution No.1 was passed as drafted. The number of votes cast for this draft resolution was:  18,512,142, which represents the same number of shares. The resolution was voted in favour by 18,511,777 shares or 99.998% of total votes cast. The resolution was voted against by 365 shares or 0.002% of total votes cast. There were no abstentions.

 

2. Presentation of the Annual Report of Zavarovalnica Triglav, d.d., for 2011 and the Annual Report of the Triglav Group for 2011, including the opinions given by the chartered auditors, the Annual Internal Audit Report for 2011, the Supervisory Board’s Report on the Examination of the Annual Reports of Zavarovalnica Triglav, d.d., and the Triglav Group for 2011 and its Opinion on the Annual Internal Audit Report for 2011 by the Internal Audit Department of Zavarovalnica Triglav, d.d.

Under this item shareholders were presented the above stated documents, previously published interim report of Zavarovalnica Triglav, d.d., for the 1st quarter of 2012 and the earnings of the members of the Management and Supervisory Boards in 2011. No vote was taken on this item, as it served the purpose of reporting to the Annual General Meeting. 

 

3. Distribution of accumulated profits for 2011, the granting of a discharge to the members of the Management and Supervisory Boards

Distribution of accumulated profits for 2011

Resolution No. 3.1:

Accumulated profits of EUR 93,322,070.68 as at 31/12/2011 are hereby distributed as follows:

  • part of accumulated profits in the amount of EUR 15,914,603.60 for dividend payments equalling EUR 0.70 gross per share, payable to the shareholders appearing on the Shareholders Register two days following the date of the Annual General Meeting within 30 days of the date this resolution is passed;
  • the distribution of the remaining accumulated profits of EUR 77,407,467.08 shall be decided in the following years.

Resolution No. 3.1 was passed following a vote on a counterproposal by Slovenska odškodninska družba, d.d., Ljubljana. The number of votes cast for this counterproposal was:  18,180,581, which represents the same number of shares. The resolution was voted in favour by 16,216,150 shares or 89.195% of total votes cast. The resolution was voted against by 1,964,431 shares or   10.805% of total votes cast. The number of abstentions was: 331,652. Votes were also taken on the Draft Proposal No. 3.1 published in the Notice on 11/5/2012 and the  counterproposal by Društvo Mali delničarji Slovenije (Minor Shareholders Society of Slovenia), Ljubljana, published on 24/5/2012, neither of which was passed. In view of the previously passed resolution, no vote was taken on the counterproposal given by the shareholder Marko Potočnik at the General Meeting of Shareholders.

Granting of 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 discharge by the Annual General Meeting for the 2011 fiscal year. 

Resolution no. 3.2  was passed as drafted. The number of votes cast for this draft resolution was:  18,512,133, which represents the same number of shares. The resolution was voted in favour by 18,158,694 shares or 98.091% of total votes cast. The resolution was voted against by 353,439 shares or 1.909% of total votes cast. The number of abstentions was: 10.

Granting of 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 discharge by the Annual General Meeting for the 2011 fiscal year. 

Resolution No. 3.3 was passed as drafted. The number of votes cast for this draft resolution was:  18,512,133, which represents the same number of shares. The resolution was voted in favour by 18,128,426 shares or  97.927% of total votes cast. The resolution was voted against by 383,707 shares or 2.073% of total votes cast. The number of abstentions was: 10.

 

4. Appointment of auditors for the 2012 fiscal year

Resolution No. 4:

The audit firm ERNST & YOUNG Revizija, poslovno svetovanje, d.o.o., Dunajska cesta 111, Ljubljana, are hereby appointed as auditors of Zavarovalnica Triglav, d.d, for the 2012 fiscal year.

Resolution No. 4 was passed as drafted. The number of votes cast for this draft resolution was: 18,483,373, which represents the same number of shares. The resolution was voted in favour by 18,481,344 shares or 99.989% of total votes cast. The resolution was voted against by 2,029 shares or  0.011% of total votes cast. The number of abstentions was: 28,770.

 

5. Appointment of a Supervisory Board replacement member

Resolution No. 5:

Mr Adolf Zupan is hereby appointed as replacement member of the Supervisory Board with a term of office starting on the date this resolution is passed and ending on 7/4/2013.

Resolution No. 5 was passed based on the counterproposal by Društvo Mali delničarji Slovenije (Minor Shareholders Society of Slovenia),  Ljubljana, published on 24/5/2012. The number of votes cast for this counterproposal was:  17,613,330, which represents the same number of shares. The resolution was voted in favour by 16,691,985 shares or 94.769% of total votes cast. The resolution was voted against by 921,345 shares or 5.231% of total votes cast. The number of abstentions was: 532,115. A vote was taken on the Draft Proposal No. 5 published in the Notice on 11/5/2012, which was not passed.

 

6. Discharge and appointment of Supervisory Board’s members

Resolution No. 6.1:

As of 12/6/2012 the following two members of the Supervisory Board, shareholder representatives: Mr Anton Ribnikar and Mr Vladimir Uršič.

Resolution No. 6.1 was passed as drafted following the inclusion of additional items on the agenda, published on 24/5/2012, based on the request of the shareholder Slovenska odškodninska družba, d.d., Ljubljana. The number of votes cast for this draft resolution was: 16,946,090, which represents the same number of shares. The resolution was voted in favour by 16,262,048 shares or 95.963% of total votes cast. The resolution was voted against by 684,042 shares or   4.037% of total votes cast. The number of abstentions was: 1,199,355.

No vote was taken on Resolution No. 6.1 as drafted following the inclusion of additional items on the agenda, published on 24/5/2012, based on the request of the shareholder Slovenska odškodninska družba, d.d., Ljubljana, since the respective counterproposal was also given on behalf of Slovenska odškodninska družba, d.d.

Resolution No. 6.2:

Mr Jovan Lukovac and Mr Gregor Kastelic are herby appointed as members of the Supervisory Board, shareholder representatives, with a term of office ending on 7/4/2013 starting on the date following the date this resolution is passed at the General Meeting of Shareholders, i.e. on 13/6/2012.

Resolution No. 6.2 was passed as drafted following the inclusion of additional items on the agenda, published on 24/5/2012, based on the request of the shareholder Slovenska odškodninska družba, d.d., Ljubljana. The number of votes cast for this draft resolution was: 17,660,188, which represents the same number of shares. The resolution was voted in favour by 17,427,870  shares or 98.685% of total votes cast. The resolution was voted against by 232,318 shares or 1.315% of total votes cast. The number of abstentions was: 485,257.

No vote was taken on Resolution No. 6.2 as drafted following the inclusion of additional items on the agenda, published on 24/5/2012, based on the request of the shareholder Slovenska odškodninska družba, d.d., Ljubljana, since the respective counterproposal was also given on behalf of Slovenska odškodninska družba, d.d.

 

At the Annual General Meeting none of the announced actions for annulment were lodged.

 

The combined share of the voting rights held by the five major shareholders represented at the Annual General Meeting accounted for 68.90% of total shares with voting rights. The following five major shareholders attended / were represented at the Annual General Meeting:

- Pension and Disability Insurance Institute of the Republic of Slovenia, Ljubljana: holding  7,836,628 of shares and voting rights, accounting for 34.47% of total voting rights;

- Slovenska odškodninska družba d.d., Ljubljana: holding  6,380,728 of shares and voting rights, accounting for 28.07% of total voting rights;

- NLB d.d., Ljubljana: holding 696,213 of shares and voting rights, accounting for 3.06% of total voting rights;

- Claycroft limited, Nicosia: 404,460 of shares and voting rights, accounting for 1.78% of total voting rights and

- Poteza naložbe d.o.o., Ljubljana: 346,570 of shares and voting rights, accounting for 1.52% 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 13/6/2012 and will remain available on the Company's public website for a period of at least five years.