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Pozavarovalnica Sava

AGM Information May 28, 2024

1987_rns_2024-05-28_f7be31b3-9207-40ca-bcee-ebd2948cb2c5.pdf

AGM Information

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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, Sava Re d.d. announces the

Resolutions of the 40th general meeting of shareholders of Sava Re d.d., Dunajska 56, Ljubljana, held on Monday, 27 May 2024, starting at 13.00 in the Janus Hall of the Austria Trend Hotel, Dunajska 154, Ljubljana.

No. of shares represented % of share capital % of voting rights
11,610,053 67.42% 74.92%

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

RESOLUTION NO. 1

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.

No. of votes % of share capital
11,610,053 votes cast 67.42%
No. of votes % of votes cast
11,610,053 votes in favour 100.00%
0 votes against 0.00%
0 abstentions /

***

2. Presentation of the 2023 audited annual report, including the auditor's opinion; presentation of the report of the supervisory board on its activities, including its opinion on the audited annual report; presentation of the 2023 annual report on internal auditing, including the opinion of the supervisory board thereon; and the management board's report on own shares

RESOLUTION NO. 2

The general meeting takes note of the approved audited annual report for the financial year 2023, 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 takes note of the 2023 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 was not voted on.

3. Appropriation of distributable profit and granting of discharge to the management and supervisory boards for 2023

***

RESOLUTION NO. 3.1

The distributable profit of EUR 57,546,609.84 as at 31 December 2023 is to be appropriated as follows:

  • An amount of EUR 27,120,968.00 is to be appropriated for dividends. The dividend is EUR 1.75 gross per share, payable on 12 June 2024 to shareholders of record on 11 June 2024.
  • The remaining distributable profit of EUR 30,425,641.84 is to remain unappropriated.

The proposal for the appropriation of distributable profit is based on the number of own shares as at 31 December 2023. 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 1.75 will remain unchanged.

The resolution was passed.

No. of votes % of share capital
11,610,053 votes cast 67.42%
No. of votes % of votes cast
11,569,518 votes in favour 99.65%
40,535 votes against 0.35%
0 abstentions /

***

RESOLUTION NO. 3.2

The general meeting hereby grants discharge to the management board for the financial year 2023.

The resolution was passed.

No. of votes % of share capital
11,607,868 votes cast 67.41%
No. of votes % of votes cast
11,607,868 votes in favour 100.00%
0 votes against 0.00%
2,185 abstentions /

RESOLUTION NO. 3.3

The general meeting hereby grants discharge to the supervisory board for the financial year 2023.

***

The resolution was passed.

No. of votes % of share capital
11,610,053 votes cast 67.42%
No. of votes % of votes cast
11,600,433 votes in favour 99.92%
9,620 votes against 0.08%
0 abstentions /

***

4. Election of supervisory board member

RESOLUTION NO. 4

The general meeting elects Davor Ivan Gjivoje Jr as a member of the supervisory board to represent the interests of shareholders. The four-year term of office of the elected supervisory board member starts on 9 March 2025 and continues until 9 March 2029.

The resolution was passed.

% of share capital
votes cast 67.37%
% of votes cast
votes in favour 99.98%
votes against 0.02%
abstentions /

5. Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2023

RESOLUTION NO. 5

The general meeting takes note of and approves the Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2023.

The resolution was passed.

No. of votes % of share capital
11,604,473 votes cast 67.39%
No. of votes % of votes cast
11,569,511 votes in favour 99.70%
34,962 votes against 0.30%
5,580 abstentions /

***

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

RESOLUTION NO. 6

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

The resolution was passed.

No. of votes % of share capital
11,549,064 votes cast 67.07%
No. of votes % of votes cast
11,510,813 votes in favour 99.67%
38,251 votes against 0.33%
60,989 abstentions /

***

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

RESOLUTION NO. 7

The general meeting takes note of the fact that the term of office of Andrej Gorazd Kunstek and Edita Rituper, members of the supervisory board representing employee interests, expired on 12 June 2023.

The general meeting takes note of the fact that Edita Rituper has been reappointed as employee representative to serve another term on the Company's supervisory board. Blaž Garbajs has been appointed as the second employee representative, his first term of office on the supervisory board. Both the appointed members began their new terms of office on 13 June 2023.

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

***

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 % of voting rights
Slovenski Državni Holding d.d., Ljubljana (Slovenian Sovereign Holding) 3,043,883 19.64%
Intercapital Securities Ltd., Zagreb (fiduciary account) 2,439,852 15.74%
Republic of Slovenia 2,392,436 15.44%
European Bank for Reconstruction and Development, London 1,071,429 6.91%
Modra Zavarovalnica d.d., Ljubljana 714,285 4.61%
Total 9,661,885 62.34%

Ljubljana, 27 May 2024

The Management Board of Sava Re d.d.

Marko Jazbec, Chairman

Polona Pirš Zupančič, Member

Peter Skvarča, Member

David Benedek, Member

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