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Pozavarovalnica Sava

AGM Information Feb 3, 2017

1987_rns_2017-02-03_a3fafc46-dc81-461f-92e9-a9203e3a8a5c.pdf

AGM Information

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Pursuant to Article 296 of the Slovenian Companies Act, the management board of Sava Re, d.d., Ljubljana, Dunajska cesta 56

hereby calls

the 32nd General Meeting of Shareholders of Sava Re, d.d., Ljubljana,

to be held on Tuesday, 7 March 2017 at 13:00 in the Horus Hall of the Austria Trend Hotel Ljubljana, Dunajska cesta 154, 1000 Ljubljana.

Agenda and proposed resolutions:

1. Opening of the meeting, establishment of quorum and appointment of meeting bodies The general meeting establishes whether a quorum is present, after which meeting bodies are appointed as necessary in order for the general meeting to transact business. The general meeting will be attended by a notary, who will be present by invitation.

2. Election of supervisory board members

The general meeting takes note of the notice of resignation of Branko Tomažič as president and member of the supervisory board, dated 11 October 2016.

The general meeting further notes that the terms of office of three supervisory board members representing shareholder interests are due to expire on 15 July 2017.

PROPOSED RESOLUTION

2.1 The general meeting elects Davor Ivan Gjivoje as a new member of the supervisory board to represent the shareholders. The four-year term of office of the elected supervisory board member shall start on 7 March 2017 and continue until 7 March 2021.

PROPOSED RESOLUTION

2.2 The general meeting elects Mateja Lovšin Herič as a new member of the supervisory board to represent the shareholders. The four-year term of office of the elected supervisory board member shall start on 16 July 2017 and continue until 16 July 2021.

PROPOSED RESOLUTION

2.3 The general meeting hereby elects Keith William Morris as a new member of the supervisory board to represent the shareholders. The four-year term of office of the elected supervisory board member shall start on 16 July 2017 and continue until 16 July 2021.

PROPOSED RESOLUTION

2.4 The general meeting elects Andrej Kren as a new member of the supervisory board to represent the shareholders. The four-year term of office of the elected supervisory board member shall start on 16 July 2017 and continue until 16 July 2021.

***

Shareholder information

Access to general meeting materials, to proposed resolutions with explanations and to information relating to the general meeting:

The proposer of the resolution to agenda item 2 is the supervisory board.

The notice of general meeting, including the agenda, is published in the daily newspaper Delo, on the Ljubljana Stock Exchange website via the SEOnet information system (http://seonet.ljse.si), on the AJPES website (http://www.ajpes.si) and on the Company's official website (http://www.savare.si).

The general meeting materials, including the proposed resolutions with explanations and other materials pursuant to Article 297.a of the Slovenian Companies Act (ZGD-1), are available in the secretaries' office every working day between 9:00 and 15:00 from the day of the general meeting notice to the day of the general meeting. The notice of general meeting, explanations of the proposed resolutions and other materials are also available on the Company's official website and via the Ljubljana Stock Exchange SEOnet information system. Information pursuant to Article 296, paragraph 3, of the ZGD-1 and detailed information on the rights of shareholders relating to placing items on the agenda, making counter proposals to resolutions, making voting proposals and relating to the rights of shareholders to be informed (see Articles 298 (paragraph 1), 300 (paragraph 1), 301 and 305 of the ZGD-1) is published on the Company's website.

Requests and proposals by shareholders

Shareholders holding 1/20 or more of the Company's share capital are entitled to place items on the agenda by written request within seven days of the publication of the notice of general meeting. The request must include a written proposed resolution to be decided by the general meeting, or, if no resolution is decided on in an agenda item, an explanation to the agenda item. Pursuant to Article 298, paragraph 3, of the ZGD-1, the management board will publish any additional agenda items sent by shareholders to the Company no later than seven days after the publication of the notice of general meeting. Requests for placing items on the agenda may be sent by email to [email protected].

Shareholders are entitled to add written proposed resolutions and voting proposals to each agenda item. The management board will publish, in the same manner as the notice of general meeting, any shareholder proposal if sent to the Company within seven days of the notice of general meeting, provided that it is reasonably substantiated and in relation to which the proposing shareholder advises that the shareholder will object to the resolution proposed by the management board or the supervisory board at the general meeting and induce other shareholders to vote for the shareholder's proposal. Pursuant to Article 301 of the ZGD-1, shareholders are not required to explain their voting proposals. Any shareholder proposal will be published and advised pursuant to Article 296 of the ZGD-1, if sent to the Company reasonably substantiated within seven days of the publication of the notice of general meeting. Proposals for resolutions and voting proposals may be sent to the Company by email to [email protected].

Requests for placing items on the agenda, proposed resolutions and voting proposals emailed to the Company must be sent as a scanned document, including a handwritten signature of the natural person; for legal entities, documents must include a handwritten signature of the legal representative with the stamp of the legal entity or seal, if used. The Company has the right to request personal identification of shareholders or proxies who have sent requests or proposals by email and to verify the authenticity of their signatures.

Shareholders' right to be informed

Shareholders are entitled to put questions to the general meeting and request information on the Company's affairs required to decide on agenda items and are entitled to exercise their right to be informed in accordance with Article 305, paragraph 1, of the ZGD-1.

Conditions for attendance at the general meeting and for exercising voting rights

To attend the general meeting and exercise voting rights, shareholders must send the Company a registration form no later than on Friday, 3 March 2017, and must be registered holders of shares listed in the central register of book-entry securities at the end of the fourth day prior to the general meeting session.

Registration forms must be sent to the following address: Sava Re, d.d., Management Board – for the general meeting, Dunajska 56, 1000 Ljubljana, Slovenia. To be valid, registration forms cannot be sent by electronic means. Only registration forms with original signatures will be considered properly received.

Each shareholder entitled to attend the general meeting is entitled to appoint a proxy to attend on their behalf and exercise their voting rights. The proxy appointment must be issued in writing and must be submitted to the Company, where it will be deposited. A proxy form for proxy voting is available from the Company's website, and each shareholder can obtain free copies at the Company's registered office every business day from the day of the publication of the general meeting notice to the day of the general meeting, from 9:00 to 15:00. A proxy appointment can be sent to the Company by email to [email protected] (as a scanned document attached to theemail); it must include a handwritten signature for natural persons; for legal entities, documents must include a handwritten signature of the legal representative with the stamp or seal of the legal entity, if used. The Company has the right to request personal identification of shareholders (proxy givers) who have sent a proxy appointment by email and to verify the authenticity of signatures. A proxy appointment may be revoked in the same manner as given up until the day of the general meeting.

Shareholders and/or their legal representatives or proxies must provide personal identification and a written proxy appointment upon request; legal representatives must additionally provide a regular extract from the register of companies. Shareholders with a qualifying holding are required to present a valid authorisation obtained in accordance with Article 18 of the Slovenian Insurance Act.

On the day of the general meeting notice, the number of the Company's ordinary, registered nopar value shares issued is 17,219,662. In accordance with the articles of association, each share entitles its holder to one vote in the general meeting. On the publication day of the general meeting notice, the Company holds 1,721,966 own shares with no voting rights attached.

Shareholders are kindly requested to register upon arrival, a minimum of one hour prior to the beginning of the session, in reception, where they will register their attendance by signing an attendance list, and obtain electronic voting handsets and the materials required for voting.

The Management Board Sava Re, d.d.

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