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Pozavarovalnica Sava

AGM Information Jun 24, 2022

1987_rns_2022-06-24_d65f8245-9268-4a43-8dcf-35a9cd697ff3.pdf

AGM Information

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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, the Company's management board announces the

Resolutions of the 38th general meeting of shareholders of Sava Re d.d. held on Thursday, 23 June 2022, starting at 10.00am in the Janus Hall of the Austria Trend Hotel, Dunajska 154, Ljubljana.

During the general meeting, the attendance was as follows: 12,156,388 shares were represented accounting for 70.60 % of the share capital or 78.44 % of voting rights. Each share carries one vote.

The general meeting was attended by the notary assistant Marko Samardžić, who deputised for notary Bojan Podgoršek.

THE FOLLOWING RESOLUTIONS WERE PASSED UNDER INDIVIDUAL AGENDA ITEMS:

1. Opening the meeting, electing meeting bodies, establishing a quorum and approving the 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 Stojan Zdolšek as the chairman of the general meeting.

The general meeting hereby elects the credentials committee as follows: Gregor Mavsar (representative of Ixtlan Forum d.o.o.), and Tjaša Vozel Kokalj and Nika Matjan (representatives of Sava Re d.d.).

The resolution was passed unanimously.

12,156,388 votes were cast, representing 70.60% of the share capital. Of these, 12,156,388 or 100% were in favour, 0 or 0.00% were against. There were no abstentions.

***

2. Presentation of the 2021 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 2021 annual report on internal auditing, including the opinion of the supervisory board thereon; and the report of the management board on own shares

RESOLUTION

The general meeting took note of the approved audited annual report for the financial year 2021, 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 2021 annual report on

internal auditing, including the opinion of the supervisory board thereon, and of the management board's report on own shares.

***

The resolution is of an informative nature and is not put to the vote.

3. Appropriation of distributable profit and granting of discharge to the management and supervisory boards for 2021

RESOLUTION

3.1 The distributable profit of EUR 37,053,726.07 as at 31 December 2021 is to be appropriated as follows:

  • An amount of EUR 23,246,544.00 is to be appropriated for dividends. The dividend is EUR 1.50 gross per share and is to be paid on 12 July 2022 to the shareholders entered in the shareholders' register as at 11 July 2022.
  • The remaining distributable profit of EUR 13,807,182.07 is to remain unappropriated.

The proposal for the appropriation of distributable profit is based on the number of own shares as at 31 December 2021. 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, adjusted figures for appropriation of the distributable profit will be proposed to the general meeting of shareholders, while the dividend per share of EUR 1.50 remains unchanged.

The resolution was passed.

12,156,388 votes were cast, representing 70.596% of the share capital. Of these, 12,155,853 or 99.996% were in favour, 535 or 0.004% were against. There were no abstentions.

***

RESOLUTION

3.2 The general meeting hereby grants discharge to the management board for the financial year 2021.

The resolution was passed.

12,155,317 votes were cast, representing 70.590% of the share capital. Of these, 12,154,782 or 99.996% were in favour, 535 or 0.004% were against. There were 1,071 abstentions.

***

RESOLUTION

3.3 The general meeting hereby grants discharge to the supervisory board for the financial year 2021.

The resolution was passed.

12,156,388 votes were cast, representing 70.596% of the share capital. Of these, 12,132,570 or 99.804% were in favour, 23,818 or 0.196% were against. There were no abstentions.

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

RESOLUTION

The general meeting hereby appoints the audit firm Deloitte Revizija d.o.o., Dunajska 165, 1000 Ljubljana, as auditor for the financial years 2022, 2023 and 2024.

The resolution was passed.

12,148,011 votes were cast, representing 70.547% of the share capital. Of these, 12,147,842 or 99.999% were in favour, 169 or 0.001% were against. There were 8,377 abstentions.

***

5. Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2021 and Remuneration Policy for the Members of Management and Supervisory Bodies of Sava Re d.d.

RESOLUTION

5.1 The general meeting takes note of and approves the Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2021

The resolution was passed.

12,146,155 votes were cast in this consultation vote, representing 70.537% of the share capital. Of these, 12,018,799 or 98.951% were in favour, 127,356 or 1.049% were against. There were 10,233 abstentions.

***

RESOLUTION

5.2 The general meeting takes note of and approves the Remuneration Policy for the Members of the Supervisory and Management Bodies of the Company as proposed.

The resolution was not passed.

12,144,922 votes were cast in this consultation vote, representing 70.529% of the share capital. Of these, 5,021,029 or 41.343% were in favour, 7,123,893 or 58.657% were against. There were 11,466 abstentions.

***

6. Briefing of the general meeting on the change in supervisory board member representing employee interests

RESOLUTION

The general meeting takes note that, on 31 December 2021, the term of office of Mateja Živec as a member of the supervisory board representing employee interests expired based on her statement of resignation. The Sava Re workers' council appointed Edita Rituper as a new member of the

supervisory board to represent employee interests. Her term of office runs from 1 January 2022 to 12 June 2023.

The resolution is of an informative nature and is not put to the vote.

***

ACTIONS TO CHALLENGE RESOLUTIONS

No legal actions to challenge any general meeting resolutions 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%
Intercapital Securities Ltd., fiduciary account 2,513,443 16.22%
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 9,785,797 63.15%

Management Board of Sava Re d.d.

Marko Jazbec, Chairman

Polona Pirš Zupančič, Member

Peter Skvarča, Member

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