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Pozavarovalnica Sava

AGM Information May 22, 2019

1987_rns_2019-05-22_01f48bc4-65da-4e4e-b56d-92f2097b8f5e.pdf

AGM Information

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Sava Re d.d. Dunajska 56, Ljubljana

Pursuant to articles 130 and 155 of the Slovenian Financial Instruments Market Act (ZTFI-1, Official Gazette of the Republic of Slovenia, No. 77/2018, as amended) and the rules of the Ljubljana Stock Exchange d.d., the Company's management board announces the

Resolutions of the 35th general meeting of shareholders of Sava Re d.d. held on Tuesday, 21 May 2019, starting at 13.00 at the Horus Hall of the Austria Trend Hotel Ljubljana, Dunajska cesta 154, Ljubljana.

During the General Meeting, the attendance was as follows: 12,250,888 shares were represented accounting for 71.14% of the share capital or 79.05% of voting rights. Each share carries one vote.

The general meeting was attended by notary Bojan Podgoršek.

THE FOLLOWING RESOLUTIONS WERE PASSED UNDER INDIVIDUAL AGENDA ITEMS:

1. Opening of the meeting, election of meeting bodies, establishment of quorum and approval of agenda

Marko Jazbec, chairman of the management board of Sava Re, opened the general meeting and proposed that the officers of the general meeting be elected.

RESOLUTION

The general meeting hereby elects Nina Šelih as chair of the general meeting. The general meeting of shareholders hereby elects the credentials committee as follows: Gregor Mavsar (representatives of Ixtlan forum d.o.o.), and Tjaša Vozelj Kokalj and Nika Matjan (representatives of Sava Re d.d.).

The resolution was passed unanimously.

There were 12,250,888 votes cast, representing 71.14% of the share capital. Of these, 12,250,888 or 100% were in favour, 0 or 0.00% were against.

***

The credentials committee established a change in the representation of shareholders at the general meeting. Thereafter, the attendance at the general meeting was as follows: 12,251,018 shares were

represented, accounting for 71.15% of the Company's share capital or 79.05% of voting rights. Each share carries one vote.

*** 2. Presentation of the 2018 audited annual report, including the auditor's opinion; presentation of the written report of the supervisory board on its activities, including its opinion on the audited annual report; information on the remuneration of the members of the management and supervisory bodies; presentation of the 2018 annual report on internal auditing, including the opinion of the supervisory board thereon; and the management board's report on own shares

RESOLUTION

The general meeting took note of the approved audited annual report for the financial year 2018, including the auditor's opinion and the report of the supervisory board on its activities with an opinion on the audited annual report. The general meeting took note of the information on the remuneration of the members of the management and supervisory bodies received for the performing of their functions in the financial year 2018. The general meeting took note of the 2018 annual report on internal auditing, including the opinion of the supervisory board thereon; and of the management board's report on own shares.

As the resolution is of an informative nature, it is not put to the vote.

3. Appropriation of distributable profit and granting of discharge to the management and the supervisory boards for 2018

***

RESOLUTION

3.1 The distributable profit of EUR 31,034,921.26 as at 31 December 2018 is to be appropriated as follows:

EUR 14,722,811.20 is to be appropriated for dividends. The dividend is EUR 0.95 gross per share and is to be paid, on 14 June 2019, to the shareholders entered in the shareholders' register as at 13 June 2019.

The remaining distributable profit of EUR 16,312,110.06 remains unappropriated. The proposal for the appropriation of distributable profit is based on the number of own shares as at 31 December 2018. On the date of the general meeting, the number of shares entitled to dividends may change as a result of disposals of own shares. Should the number of own shares change, the general meeting of shareholders will be proposed adjusted figures for appropriation of the distributable profit, while the dividend per share of EUR 0.95 remains unchanged.

The resolution was passed.

There were 12,250,840 votes cast, representing 71.144% of the share capital. Of these, 12,249,249 or 99.987% were in favour, 1,591 or 0.013% were against. There were 178 abstentions.

***

RESOLUTION

3.2. The general meeting hereby discharges the management board for the financial year 2018.

The resolution was passed.

There were 12,238,563 votes cast, representing 71.073% of the share capital. Of these, 12,238,207 or 99.997% were in favour, 356 or 0.003% were against. There were 12,455 abstentions.

*** RESOLUTION 3.3. The general meeting hereby discharges the supervisory board for the financial year 2018.

The resolution was passed.

There were 12,250,840 votes cast, representing 71.144% of the share capital. Of these, 12,250,484 or 99.997% were in favour, 356 or 0.003% were against. There were 178 abstentions.

***

4. Appointment of auditor for the financial years 2019–2021

RESOLUTION

The general meeting hereby appoints the audit firm KPMG Slovenija, podjetje za revidiranje d.o.o., Železna cesta 8A, Ljubljana, as auditor for the financial years 2019–2021.

The resolution was passed.

There were 12,248,603 votes cast, representing 71.131% of the share capital. Of these, 12,231,316 or 99.859% were in favour, 17,287 or 0.141% were against. There were 2,415 abstentions.

***

CHALLENGING ACTIONS

No challenging actions were announced in the general meeting.

***

LARGEST SHAREHOLDERS ATTENDING THE GENERAL MEETING

The general meeting was attended by the following major shareholders:

Shareholder No. of shares % voting rights
Slovenski Državni Holding d.d. (Slovenian Sovereign Holding) 3,043,883 19.64%
Zagrebačka Banka d.d. –
fiduciary account
2,439,852 15.74%
Republic of Slovenia 1,737,436 11.21%
European Bank for Reconstruction and Development 1,071,429 6.91%
Raiffeisen Bank Austria d.d. –
fiduciary account
764,606 4.93%
TOTAL 9,057,206 58.44%

The Management Board of Sava Re d.d.

Marko Jazbec, Chairman

Polona Pirš Zupančič, Member

Srečko Čebron, Member

Jošt Dolničar, Member

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