Information for shareholders

Notice on resolutions passed by the General Meeting of Shareholders

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.