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Pozavarovalnica Sava

AGM Information May 27, 2025

1987_rns_2025-05-27_ed79dd7e-cb45-47d9-8cbb-2865b7446d8a.pdf

AGM Information

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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, Sava Re d.d. announces the

Resolutions of the 41st general meeting of shareholders of Sava Re d.d., Dunajska 56, Ljubljana, held on Monday, 26 May 2025, starting at 13.00 in the Janus conference hall of the Austria Trend Hotel, Dunajska 154, Ljubljana.

No. of shares represented % of share capital % of voting rights
12,778,929 74.21% 82.46%

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 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 Marko Prinčič and Nika Matjan (representatives of Sava Re d.d.).

The resolution was passed unanimously.

Votes cast
capital
For
cast Against votes cast Withheld
12,778,929
74.21%
12,778,929
100% 0 0.00%

***

2. Presentation of the 2024 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 2024 annual report on internal auditing, including the opinion of the supervisory board thereon; and the management board's report on treasury shares

RESOLUTION 2

The general meeting takes note of the approved audited annual report for the financial year 2024, 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 2024 annual report on internal auditing, including the opinion of the supervisory board thereon, and of the management board's report on treasury 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 2024

RESOLUTION 3.1

The distributable profit of EUR 56,542,806.98 as at 31 December 2024 is to be appropriated as follows:

  • An amount of EUR 34,869,816.00 is to be appropriated for dividends. The gross dividend is EUR 2.25 per share, payable on 11 June 2025 to shareholders of record on 10 June 2025.
  • The remaining distributable profit of EUR 21,672,990.98 is to remain unappropriated.

The proposal for the appropriation of distributable profit is based on the number of treasury shares as at 31 December 2024. On the date of the general meeting, the number of shares entitled to dividends may change as a result of disposals of treasury shares. Should the number of treasury 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 2.25 will remain unchanged.

% of share % of votes % of
Votes cast capital For cast Against votes cast Withheld
12,778,929 74.21% 12,775,948 99.98% 2,981 0.02%

The resolution was passed.

***

RESOLUTION 3.2

The general meeting hereby grants discharge to the management board for the financial year 2024.

The resolution was passed.

% of share % of votes % of
Votes cast capital For cast Against votes cast Withheld
12,778,394 74.21% 12,776,534 99.98% 1,860 0.02% 535

***

RESOLUTION 3.3

The general meeting hereby grants discharge to the supervisory board for the financial year 2024.

Votes cast % of share
capital
For % of votes
cast
Against % of
votes cast
Withheld
12,778,929 74.21% 12,776,744 99.98% 2,185 0.02%
***

The resolution was passed.

4. Election of supervisory board members

RESOLUTION 4.1

The general meeting takes note that the terms of office of three supervisory board members representing shareholder interests are due to expire on 17 July 2025.

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

***

RESOLUTION 4.2

The general meeting hereby elects Mojca Androjna as a new supervisory board member to represent the shareholders. The four-year term of office of the elected supervisory board member is to start on 18 July 2025 and continue until 18 July 2029.

The resolution was passed.

% of share % of votes % of
Votes cast capital For cast Against votes cast Withheld
12,778,591 74.21% 12,776,941 99.99% 1,650 0.01% 338

***

RESOLUTION 4.3

The general meeting hereby re-elects Klemen Babnik as a member of the supervisory board to represent the shareholders.

The four-year term of office of the re-elected supervisory board member is to start on 18 July 2025 and continue until 18 July 2029.

The resolution was passed.

% of share % of votes
Votes cast capital For cast Against % of
votes cast
Withheld
12,774,177 74.18% 12,745,061 99.77% 29,116 0.23% 4,752

***

RESOLUTION 4.4

The general meeting hereby elects Nataša Damjanovič as a new supervisory board member to represent the shareholders. The four-year term of office of the elected supervisory board member is to start on 18 July 2025 and continue until 18 July 2029.

Votes cast % of share
capital
For % of votes
cast
Against % of
votes cast
Withheld
12,774,837 74.19% 12,772,183 99.98% 2,654 0.02% 4,092
***

The resolution was passed.

5. Appointment of audit firm for the financial years 2025, 2026 and 2027

RESOLUTION 5

The general meeting hereby appoints the audit firm Deloitte Revizija d.o.o., Dunajska Cesta 165, 1000 Ljubljana, to audit the financial statements of Sava Re d.d. and the consolidated financial statements of the Sava Insurance Group and to provide limited assurance on the consolidated sustainability report of the Sava Insurance Group for the financial years 2025, 2026 and 2027.

The resolution was passed.

% of share % of votes % of
Votes cast capital For cast Against votes cast Withheld
12,778,662 74.21% 12,778,662 100% 0 0.00% 267

***

6. Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2024

RESOLUTION 6

The general meeting takes note of and hereby approves the Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2024.

The resolution was passed.

Votes cast % of share
capital
For % of votes
cast
Against % of
votes cast
Withheld
12,778,733 74.21% 12,735,877 99.67% 42,856 0.33% 196

***

ACTIONS TO CHALLENGE RESOLUTIONS

No legal actions to challenge any of the resolutions passed 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
Intercapital Securities Ltd., Zagreb (fiduciary account) 3,278,049 21.15%
Slovenski Državni Holding d.d., Ljubljana
(Slovenian Sovereign Holding)
3,043,883 19.64%
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 10,500,082 67.76%

Ljubljana, 26 May 2025

The Management Board of Sava Re d.d.

Marko Jazbec, Chairman

Polona Pirš, Member

Peter Skvarča, Member

David Benedek, Member

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