Zavarovalnica Triglav

AGM Information • Jun 7, 2023

Notice on the Resolutions of the 48 th General Meeting of Shareholders of Zavarovalnica Triglav, d.d.

Pursuant to the provisions of the Ljubljana Stock Exchange Rules and the applicable legislation, the Management Board of Zavarovalnica Triglav, d.d., hereby publishes the resolutions of the 48 th General Meeting of Shareholders, which was held on 6 June 2023 at 10:00 a.m. in the Diamond Hall of the Grand Plaza Hotel, Slovenska cesta 60, 1000 Ljubljana.

A total of 17.418.012 shares or 76,87 % of all shares, to which voting rights are attached, was represented at the General Meeting of Shareholders.

Adopted General Meeting resolutions:

1. Opening of the General Meeting, establishing a quorum, and briefing on the working bodies of the General Meeting

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

2.1. Presentation of the Annual Report of the Triglav Group and Zavarovalnica Triglav, d.d. for 2022 accompanied by the independent auditor's report, and the Annual Report on internal auditing for 2022, and the Report of the Supervisory Board of Zavarovalnica Triglav, d.d. on the verification of the Annual Report of the Triglav Group and Zavarovalnica Triglav, d.d. for 2022, and the Opinion of the Supervisory Board of Zavarovalnica Triglav, d.d. on the Annual Report of the Internal Audit Department of Zavarovalnica Triglav, d.d. on internal auditing for 2022

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

2.2. Presentation of the Remuneration Policy of Zavarovalnica Triglav, d.d.

Consultative resolution 2.2.:

The General Meeting approves the Remuneration Policy of Zavarovalnica Triglav, d.d.

Consultative resolution No. 2.2. was not adopted as proposed. In voting for this resolution,17.358.283 votes were cast, representing the same number of shares. A total of 3.084.809 shares were in favour of this resolution, accounting for 17,771 % of the total votes cast. A total of 14.273.474. shares were against this resolution, accounting for 82,229 % of the total votes cast. There were 59.729 abstentions.

2.3. Presentation of the Remuneration Report of Zavarovalnica Triglav, d.d., for the financial year 2022

Consultative resolution 2.3.:

The General Meeting approves the Remuneration Report of Zavarovalnica Triglav, d.d., for the financial year 2022.

Consultative resolution No. 2.3. was adopted as proposed. In voting for this resolution, 17.417.616 votes were cast, representing the same number of shares. A total of17.368.302 shares were in favour of this resolution, accounting for 99,717 % of the total votes cast. A total of 49.314 shares were against this resolution, accounting for 0,283 % of the total votes cast. There were 396 abstentions.

3. Distribution of accumulated profit for 2022, granting discharge to the Management Board and the Supervisory Board

3.1. Distribution of accumulated profit for 2022

Resolution No. 3.1.:

The accumulated profit totalling EUR 63,769,278.25 as at 31 December 2022 shall be distributed as follows:

• A part of the accumulated profit amounting to EUR 56,837,870.00 shall be distributed for dividend payments. The dividend in the amount of EUR 2.50 gross per share shall be paid to the shareholders appearing in the Share Register as at 20 June 2023. On 21 June 2023, the Company shall ensure funds for the payment of all dividends on the account of KDD – Centralno klirinška depotna družba, d.o.o, intended to execute the corporate action of paying out dividends to the shareholders in accordance with the common European standards for corporate actions.
• The distribution of the remaining accumulated profit of EUR 6,931,408.25 shall be decided on in the coming years and remain undistributed.

Resolution No. 3.1. was adopted as proposed. In voting for this resolution, 17.417.912 votes were cast, representing the same number of shares. A total of 17.410.092 shares were in favour of this resolution, accounting for 99,955 % of the total votes cast. A total of 7.820 shares were against this resolution, accounting for 0,045 % of the total votes cast. There were 100 abstentions.

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

Resolution No. 3.2.:

The General Meeting of Shareholders grants discharge to the Management Board of Zavarovalnica Triglav, d.d. for the financial year 2022.

Resolution No. 3.2. was adopted as proposed. In voting for this resolution,17.417.912 votes were cast, representing the same number of shares. A total of 17.415.504 shares were in favour of this resolution, accounting for 99,986 % of the total votes cast. A total of 2.408 shares were against this resolution, accounting for 0,014 % of the total votes cast. There were 100 abstentions.

3.3. Granting discharge to the Supervisory Board of Zavarovalnica Triglav, d.d.

Resolution No. 3.3.:

The General Meeting of Shareholders grants discharge to the Supervisory Board of Zavarovalnica Triglav, d.d. for the financial year 2022.

Resolution No. 3.3. was adopted as proposed. In voting for this resolution, 17.417.912votes were cast, representing the same number of shares. A total of 17.412.607 shares were in favour of this resolution, accounting for 99,970 % of the total votes cast. A total of 5.305 shares were against this resolution, accounting for 0,030 % of the total votes cast. There were 100 abstentions.

4. Taking note of the resignation statements and appointing the members of the Supervisory Board of Zavarovalnica Triglav, d.d.

Resolution No. 4.1.:

The General Meeting of Shareholders takes note of the resignation statements of the members of the Supervisory Board Branko Bračko and Peter Kavčič, with their resignation statements and termination of their mandates taking effect on 6 June 2023.

Resolution No. 4.1. was adopted as proposed. In voting for this resolution,17.416.411 votes were cast, representing the same number of shares. A total of 17.414.570 shares were in favour of this resolution, accounting for 99.989 % of the total votes cast. A total of 1.841 shares were against this resolution, accounting for 0,011 % of the total votes cast. There were 1.601 abstentions.

Resolution No. 4.2.:

The General Meeting of Shareholders appoints the representative of the Shareholders Tim Umberger as a member of the Supervisory Board for a term of office of four (4) years, commencing on 7 June 2023.

Resolution No. 4.2. was adopted as proposed. In voting for this resolution, 17.408.829 votes were cast, representing the same number of shares. A total of 17.404.157 shares were in favour of this resolution, accounting for 99,973 % of the total votes cast. A total of 4.672 shares were against this resolution, accounting for 0,027% of the total votes cast. There were 9.183 abstentions.

Resolution No. 4.3.:

The General Meeting of Shareholders appoints the representative of the Shareholders Monica Cramer Manhem as a member of the Supervisory Board for a term of office of four (4) years, commencing on 7 June 2023.

Resolution No. 4.3. was adopted as proposed. In voting for this resolution, 17.408.829 votes were cast, representing the same number of shares. A total of 17.401.470 shares were in favour of this resolution, accounting for 99,958 % of the total votes cast. A total of 7.359 shares were against this resolution, accounting for 0,042 % of the total votes cast. There were 9.183 abstentions.

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The share of voting rights of the five largest shareholders present at the General Meeting of Shareholders expressed with respect to all shares, to which voting rights are attached (hereinafter: Voting Right), was 71,71 %.

The following five largest shareholders with Voting Rights were present or represented at the General Meeting of Shareholders:

• Pension and Disability Insurance Institute of the Republic of Slovenia, Kolodvorska ulica 15, Ljubljana:the number of shares and votes is 7.836.628, share with respect to the total Voting Rights is 34,58 %;
• Slovenian Sovereign Holding (Slovenski državni holding, d.d.), Mala ulica 5, Ljubljana: the number of shares and votes is 6.386.644, share with respect to the total Voting Rights is 28,18 %;
• ERSTE GROUP BANK AG PBZ CROATIA OSIGURANJE OMF ACCOUNT fiduciary account, Am Belvedere, Wien, Austria: the number of shares and votes is 1.526.190, share with respect to the total Voting Rights is 6,74 %;
• Citibank N.A. fiduciary account, Citibank Centre, Canada Square, Canary Wharf, E14 5LB, London: the number of shares and votes is 267.655, share with respect to the total Voting Rights is 1,18 %;
• Hrvatska poštanska banka, d.d. fiduciary account, Juršićeva 4, Zagreb, Croatia: the number of shares and votes is 231.813, share with respect to the total Voting Rights is 1,02 %.

Information will be published on the website of Zavarovalnica Triglav, d.d., www.triglav.eu, from 6 June 2023 onwards and will be available on the public websites of the company for no less than five years.