Pozavarovalnica Sava

AGM Information • Jun 6, 2023

Sava Re d.d. Dunajska 56, Ljubljana

In accordance with Articles 130 and 155 of the Slovenian Market in Financial Instruments 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 39th general meeting of shareholders of Sava Re d.d., Dunajska 56, Ljubljana, held on Monday, 5 June 2023, starting at 13.00 in the Janus Hall of the Austria Trend Hotel, Dunajska 154, Ljubljana.

During the general meeting, the attendance was as follows: 12,285,705 shares were represented, accounting for 71.35% of the share capital or 79.28% of voting rights. Each share carries one vote.

The general meeting was attended by the 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 Špela Ferkolj and Nika Matjan (representatives of Sava Re d.d.).

The resolution was passed unanimously.

12,285,705 votes were cast, representing 71.35% of the share capital. Of these, 12,285,705 or 100% were in favour, and 0 or 0.00% were against. There were no abstentions.

***

2. Presentation of the 2022 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 2022 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 2022, 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 2022 annual report on internal auditing, including the opinion of the supervisory board thereon, and of the management board's report on own shares.

This agenda item is for information only and will not be voted on.

The credentials committee established a change in the representation of shareholders at the general meeting. Starting from that point, the attendance at the general meeting was as follows: 12,321,187 shares were represented, accounting for 71.55% of the share capital or 79.51% of voting rights. Each share carries one vote.

***

3. Appropriation of distributable profit and granting of discharge to the management and supervisory boards for 2022

RESOLUTION

• 3.1 The distributable profit of EUR 41,790,617.92 as at 31 December 2022 is to be appropriated as follows:
  • An amount of EUR 24,796,313.60 is to be appropriated for dividends. The dividend is EUR 1.60 gross per share, payable on 21 June 2023 to shareholders of record on 20 June 2023.
  • The remaining distributable profit of EUR 16,994,304.32 is to remain unappropriated.

The proposal for the appropriation of distributable profit is based on the number of own shares as at 31 December 2022. 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 the appropriation of the distributable profit will be proposed to the general meeting of shareholders, whereas the dividend per share of EUR 1.60 will remain unchanged.

The resolution was passed.

12,321,009 votes were cast, representing 71.55% of the share capital. Of these, 12,320,474 or 99.996% were in favour, and 535 or 0.004% were against. There were 178 abstentions.

***

RESOLUTION

3.2 The general meeting hereby grants discharge to the management board for the financial year 2022.

12,321,187 votes were cast, representing 71.55% of the share capital. Of these, 12,320,652 or 99.996% were in favour, and 535 or 0.004% were against. There were no abstentions.

***

RESOLUTION

3.3 The general meeting hereby grants discharge to the supervisory board for the financial year 2022.

The resolution was passed.

12,321,009 votes were cast, representing 71.55% of the share capital. Of these, 12,284,115 or 99.701% were in favour, and 36,894 or 0.299% were against. There were 178 abstentions.

***

4. Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2022

RESOLUTION

The general meeting takes note of and approves the Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2022,

The resolution was passed.

12,321,098 votes were cast, representing 71.55% of the share capital. Of these, 12,254,514 or 99.460% were in favour, and 66,584 or 0.540% were against. There were 89 abstentions.

***

5. Remuneration Policy for Members of Management and Supervisory Bodies of Sava Re d.d.

RESOLUTION

The general meeting takes note of and approves the Remuneration Policy for Members of the Supervisory and Management Bodies of Sava Re d.d. as proposed.

The resolution was not passed.

12,320,461 votes were cast in this advisory vote, representing 71.55% of the share capital. Of these, 5,272,347 or 42.793% were in favour, and 7,048,114 or 57.207% were against. There were 726 abstentions.

***

ACTIONS TO CHALLENGE RESOLUTIONS

No legal actions to challenge any general meeting resolutions were announced at 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., Ljubljana (Slovenian Sovereign Holding)	3,043,883	19.64%
Intercapital Securities Ltd., Zagreb (fiduciary account)	2,513,443	16.22%
Republic of Slovenia	2,392,436	15.44%

TOTAL	9,785,797	63.15%
Raiffeisen Bank Austria d.d., Zagreb (fiduciary account)	764,606	4.93%
European Bank for Reconstruction and Development, London	1,071,429	6.91%

Ljubljana, 5 June 2023

Management Board of Sava Re d.d.

Marko Jazbec, Chairman

Polona Pirš Zupančič, Member

Peter Skvarča, Member

David Benedek, Member