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Zavarovalnica Triglav

AGM Information May 25, 2022

1989_rns_2022-05-25_afcf947a-d729-4547-9877-5164659835f4.pdf

AGM Information

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Notice on the Resolutions of the 47 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 47 th General Meeting of Shareholders, which was held on 24 May 2022 at 10:00 a.m. in the White Hall of the Grand Hotel Union, Miklošičeva cesta 1, 1000 Ljubljana.

A total of 17.439.358 shares or 76,97 % 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 2021 accompanied by the independent auditor's report, and the Annual Report on internal auditing for 2021, 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 2021, 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 2021

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, 17.439.358 votes were cast, representing the same number of shares. A total of 3.139.958 shares were in favour of this resolution, accounting for 18,005 % of the total votes cast. A total of 14.299.400 shares were against this resolution, accounting for 81,995 % of the total votes cast. There were no abstentions.

2.3. Presentation of the Remuneration Report of Zavarovalnica Triglav, d.d., for the financial year 2021

Consultative resolution 2.3.:

The General Meeting approves the Remuneration Report of Zavarovalnica Triglav, d.d., for the financial year 2021.

Consultative resolution No. 232. was adopted as proposed. In voting for this resolution, 17.439.358 votes were cast, representing the same number of shares. A total of 17.384.666 shares were in favour of this resolution, accounting for 99,686 % of the total votes cast. A total of 54.692 shares were against this resolution, accounting for 0,314 % of the total votes cast. There were no abstentions.

3. Distribution of accumulated profit for 2021, granting discharge to the Management Board and the Supervisory Board

3.1. Distribution of accumulated profit for 2021

Resolution No. 3.1.: The accumulated profit totalling EUR 87,660,380.45 as at 31 December 2021 shall be distributed as follows:

  • A part of the accumulated profit amounting to EUR 84,120,047.60 shall be distributed for dividend payments. The dividend in the amount of EUR 3.70 gross per share shall be paid to the shareholders appearing in the Share Register as at 7 June 2022. On 8 June 2022, the Company shall ensure funds for the payment of all dividends on the account of KDD – Centralno klirinška depotna družba d.d., 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 3,540,332.85 shall be decided on in the coming years and remain undistributed.

Resolution No. 3.1 was adopted as proposed. In voting for this resolution, 17.439.358 votes were cast, representing the same number of shares. A total of 17.437.776 shares were in favour of this resolution, accounting for 99,991 % of the total votes cast. A total of 1.582 shares were against this resolution, accounting for 0,009 % of the total votes cast. There were no 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 2021.

Resolution No. 3.2 was adopted as proposed. In voting for this resolution, 17.439.358 votes were cast, representing the same number of shares. A total of 17.436.504 shares were in favour of this resolution, accounting for 99,984 % of the total votes cast. A total of 2.854 shares were against this resolution, accounting for 0,016 % of the total votes cast. There were no 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 2021.

Resolution No. 3.3. was adopted as proposed. In voting for this resolution, 17.439.358 votes were cast, representing the same number of shares. A total of 17.435.301 shares were in favour of this resolution, accounting for 99,977 % of the total votes cast. A total of 4.057 shares were against this resolution, accounting for 0,023 % of the total votes cast. There were no abstentions.

4. Appointment of the auditor for financial years 2022, 2023 and 2024

Resolution no. 4.:

The General meeting of shareholders appoints the audit firm Deloitte revizija, d.o.o., Dunajska cesta 165, Ljubljana as the auditor of Zavarovalnica Triglav, d.d., for financial years 2022, 2023 and 2024.

Resolution No. 4. was adopted as proposed. In voting for this resolution, 17.439.063 votes were cast, representing the same number of shares. A total of 17.435.086 shares were in favour of this resolution, accounting for 99,977 % of the total votes cast. A total of 3.977 shares were against this resolution, accounting for 0,023 % of the total votes cast. There were 295 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 71,81 %.

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 34,59 %;
  • 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 28,19 %;
  • 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 288.965, share with respect to the total Voting Rights is 1,28 %;
  • 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 24 May 2022 onwards and will be available on the public websites of the company for no less than five years.

Management Board of Zavarovalnica Triglav, d.d.

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