Pozavarovalnica Sava

AGM Information • Jun 17, 2020

Sava Re d.d. Dunajska 56, Ljubljana

In accordance with 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 36th general meeting of shareholders of Sava Re d.d. held on 16 June 2020, starting at 14.00 at the Janus Hall of the Austria Trend Hotel, Dunajska cesta 154, Ljubljana.

During the general meeting, the attendance was as follows: 12,373,444 shares were represented accounting for 71.856% of the share capital or 79.841% 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 (representative of Ixtlan Forum d.o.o.) and Špela Ferkolj and Nika Matjan (representatives of Sava Re d.d.).

The resolution was passed unanimously.

There were 12,373,444 votes cast, representing 71.856% of the share capital. Of these, 12,373,444 or 71.856% were in favour, 0 or 0.00% were against.

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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: 12,373,652 shares were represented accounting for 71.858% of the share capital or 79.842% of voting rights. Each share carries one vote.

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2. Presentation of the 2019 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; presentation of the remuneration policy for members of supervisory and management bodies of the Sava Insurance Group; information on the remuneration of the members of the management and supervisory bodies; presentation of the 2019 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 2019 financial year, 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 remuneration policy for members of supervisory and management bodies of the Sava Insurance Group. The general meeting took note of the information on the remuneration of members of management and supervisory bodies received for the performing of their functions in the 2019 financial year. The general meeting took note of the 2019 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 was not put to the vote.

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: 12,373,272 shares were represented accounting for 71.855% of the share capital or 79.839% of voting rights. Each share carries one vote.

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3. Appropriation of distributable profit and granting of discharge to the management and supervisory boards for 2019

RESOLUTION

3.1 The distributable profit of EUR 34,705,806.06 as at 31 December 2019 is not to be appropriated.

The resolution was passed.

There were 9,094,484 votes cast, representing 52.815% of the share capital. Of these, 8,857,340 or 97.392% were in favour, 237,144 or 2.608% were against. There were 3,278,788 abstentions.

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RESOLUTION

3.2 The general meeting hereby grants a discharge to the management board for the 2019 financial year.

The resolution was passed.

There were 12,369,997 votes cast, representing 71.836% of the share capital. Of these, 12,367,114 or 99.977% were in favour, 2,883 or 0.023% were against. There were 3,275 abstentions.

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RESOLUTION

3.3 The general meeting hereby grants a discharge to the supervisory board for the 2019 financial year.

The resolution was passed.

There were 12,369,845 votes cast, representing 71.836% of the share capital. Of these, 12,366,729 or 99.975% were in favour, 3,116 or 0.025% were against. There were 3,427 abstentions.

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4. Election of supervisory board member

RESOLUTION

The general meeting elects Davor Ivan Gjivoje Jr. as a new member of the supervisory board to represent the shareholders. The four-year term of office of the elected supervisory board member is to start on 8 March 2021 and continue until 8 March 2025.

The resolution was passed.

There were 12,267,362 votes cast, representing 71.240% of the share capital. Of these, 12,253,659 or 99.888% were in favour, 13,703 or 0.112% were against. There were 105,910 abstentions.

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5. Briefing of the general meeting on the appointment of supervisory board members representing employee interests

RESOLUTION

The general meeting took note of the fact that the term of office of Andrej Gorazd Kunstek and Mateja Živec, members of the supervisory board representing employee interests, expired on 11 June 2019.

The general meeting took note of the fact that Andrej Gorazd Kunstek and Mateja Živec had been reappointed as employee representatives to serve another term on the company's supervisory board. Both appointed members began their new terms of office on 12 June 2019.

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

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ACTIONS TO CHALLENGE RESOLUTIONS

Shareholder FACIG, d.o.o., Dalmatinova ulica 2, 1000 Ljubljana, Slovenia, has announced a legal action to challenge a general meeting resolution.

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%
Intercapital Securities Ltd, fiduciary account	2,439,852	15.74%
Republic of Slovenia	2,392,436	15.44%
European Bank for Reconstruction and Development	1,071,429	6.91%
Raiffeisen Bank Austria d.d., fiduciary account	764,606	4.93%
TOTAL	9,712,206	62.67%

The Management Board of Sava Re d.d.

Marko Jazbec, Chairman

Polona Pirš Zupančič, Member

Jošt Dolničar, Member