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Pozavarovalnica Sava

Remuneration Information May 23, 2022

1987_rns_2022-05-23_f5b11cbf-df9e-45c8-9947-c6aac6ac542f.pdf

Remuneration Information

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Directors' remuneration report of Sava Re d.d. for the financial year 2021

Ljubljana, 5 May 2022

Contents

1 Introduction to the remuneration report 3
2 Remuneration of the members of the supervisory body
4
2.1 Introduction 4
2.2 Composition of the supervisory board in 2021 4
2.3 Remuneration paid to the members of the supervisory board and its committees in 2021 5
2.4 Comparison of supervisory board members' remuneration in the last five years 8
3 Remuneration of the members of management bodies
8
3.1 Introduction 8
3.2 Composition of the management board in 2021 9
3.3 Remuneration of management board members in 2021 9
3.3.1 Fixed remuneration (base salary) 9
3.3.2 Variable remuneration (performance-based pay) 9
3.3.3 Relative proportion of fixed and variable remuneration 11
3.3.4 Relative proportion of financial and non-financial criteria in variable remuneration 11
3.3.5 Termination benefit 11
3.3.6 Benefits and other entitlements of management board members 11
3.3.7 Annual change in remuneration, Company performance, average employee remuneration
13
3.3.8 Remuneration from other Group members 13
3.3.9 Shares and stock options 13
3.3.10 Reclaimed variable remuneration 13
3.3.11 Financial benefits, taxes and contributions, and services 14
4 Independent limited assurance report
15

In accordance with Article 294(b) of the Slovenian Companies Act (Official Gazette of the Republic of Slovenia No. 42/2006, as amended; hereinafter: ZGD-1), the company Sava Re d.d., Dunajska 56, 1000 Ljubljana, has compiled this

Directors' remuneration report of Sava Re d.d. for the financial year 2021

1 Introduction to the remuneration report

General information

Directors' Remuneration Report of Sava Re d.d. for the Financial Year 2021 (hereinafter: the Remuneration Report) is a stand-alone document and provides a comprehensive overview of the remuneration of the management and supervisory bodies of the Company, including all benefits in any form awarded or due during the last financial year to individual members during their terms of office, in accordance with the remuneration policy. All amounts provided in the Remuneration Report are equal to those reported in the audited annual report of the Sava Insurance Group and Sava Re for 2021. All amounts in this Remuneration Report are stated in euros and are gross.

The Remuneration Report has been reviewed and approved by the management and supervisory boards of Sava Re.

Legal basis of the Remuneration Report

At the 36th session of 16 June 2020, the management and supervisory boards submitted to the general meeting of shareholders the Remuneration Policy for the Members of the Supervisory and Management Bodies of the Sava Insurance Group (hereinafter: Remuneration Policy). The Remuneration Policy has not been amended since.

The Remuneration Report has been prepared in accordance with Article 294(b) of ZGD-1.

The Company fully complied with its Remuneration Policy with respect to its payments to the management and supervisory boards throughout the past year.

There were no deviations from the Remuneration Policy in 2021.

Performance highlights of the Sava Insurance Group and Sava Re d.d. for 2021

In 2021, the Sava Insurance Group generated EUR 732.7 million in operating revenue, up 7.6% year on year. The net profit of EUR 76.2 million is a 35.1% increase over the previous year and significantly better than planned. Return on equity was 15.8%, a full 3.8 p.p. above the target return set in the 2020–2022 strategy.

The performance highlights of the Sava Insurance Group and Sava Re d.d. for 2021 are set out in the Company's public announcement of 4 March 2022 and are also available via the SEOnet information system (https://seonet.ljse.si/default.aspx?doc=SEARCH&doc\_id=85422) and from the Company's official website (https://www.sava-re.si/en-si/investor-relations/news/2320/).

Review of the Remuneration Report

The Remuneration Report has been reviewed by KPMG Slovenia, Podjetje za Revidiranje, d.o.o., Železna cesta 8A, 1000 Ljubljana, who have also audited the 2021 financial statements of Sava Re and the Sava Insurance Group. The auditor has prepared a special report on the review of the Remuneration Report, which is an integral part of this report.

Submission of the Remuneration Report to the general meeting

The Remuneration Report will be on the agenda to be presented to the 38th general meeting of shareholders of Sava Re.

Publication of the Remuneration Report

After the 38th general meeting's vote on the Remuneration Report, it will be posted on the Company's website, where it will remain publicly available for at least ten years. Ten years after the publication in the Remuneration Report, public access to personal data of the members of the management and supervisory bodies will no longer be possible.

Information on the preparation of an updated remuneration policy for the members of the management and supervisory bodies

Taking into account that Article 294(a) of ZGD-1 in accordance with the fourth paragraph of Article 71 of the amended ZGD-1K (Official Gazette of the Republic of Slovenia, No. 18/2021) entered into force on 24 August 2021 (i.e. after the 37th general meeting in 2021), Sava Re has prepared a revised remuneration policy for the members of management and supervisory bodies of Sava Insurance Group companies, which under Article 294(a) of the companies Act (ZGD-1) requires the approval of the Company's general meeting. The revised policy will be placed on the agenda of the 38th Sava Re general meeting, scheduled for 2022.

2 Remuneration of the members of the supervisory body

2.1 Introduction

The supervisory body is defined under the applicable ZGD-1 and the Company's applicable articles of association. Under the Company's articles of association, the supervisory body of Sava Re is a sixmember supervisory board.

The term "supervisory board member" used in this report is a uniform term for both the "chair of the supervisory board" and any "member of the supervisory board", unless specific reference is made to the chair of the supervisory board.

Where masculine pronouns are used for a supervisory board member, they are deemed to be understood to relate to both men and women.

Based on their role, supervisory board members are entitled to (1) remuneration for performing their function, (2) attendance fees and (3) reimbursement of agreed expenses. The members of the supervisory board receive no payments other than those listed and cannot participate in the Company's profits.

The amount of remuneration of supervisory board members was set by a resolution of the 31st general meeting of Sava Re shareholders, held on 30 August 2016. The general meeting resolution is available at the following link: https://www.sava-re.si/en-si/investor-relations/shareholder-meetings/.

2.2 Composition of the supervisory board in 2021

The composition of the supervisory board and its committees changed in 2021.

All changes in the composition of the supervisory board and its committees in 2021 are disclosed in detail in the Company's 2021 annual report, section 4 "Report of the supervisory board".

Composition of the supervisory board in 2021 (until 16 July 2021)

Member Title Beginning of term
of office
Duration/expiry of
term
Mateja Lovšin Herič chair 16 July 2017 16 July 2021
Keith William Morris deputy chair 16 July 2017 16 July 2021
Davor Ivan Gjivoje Jr member 8 March 2021 8 March 2025
Andrej Kren member 16 July 2017 16 July 2021
Andrej Gorazd Kunstek member,
representative
employee 12 June 2019 12 June 2023
Mateja Živec member,
representative
employee 12 June 2019 31 December 2021

Composition of the supervisory board in 2021 (from 17 July 2021)

Member Title Beginning of term
of office
Duration/expiry of
term
Davor Ivan Gjivoje Jr chairman 8 March 2021 8 March 2025
Keith William Morris deputy chair 17 July 2021 17 July 2025
Klemen Babnik member 17 July 2021 17 July 2025
Matej Gomboši member 17 July 2021 17 July 2025
Andrej Gorazd Kunstek member,
employee
representative
12 June 2019 12 June 2023
Mateja Živec member,
representative
employee 12 June 2019 31 December 2021

The memberships of the supervisory board members in the individual committees of the supervisory board and their attendance of the meetings of the supervisory board and those of its committees are detailed in the Company's 2021 annual report, section 5 "Corporate governance statement under Article 70 of the Companies Act".

2.3 Remuneration paid to the members of the supervisory board and its committees in 2021

Data on the nominal amounts received by each of the supervisory board members and those of its committees in the 2021 financial year are given in Table 1. For each member of the supervisory board or its committees, the upper row refers to the remuneration for the 2021 financial year, and the lower row to the remuneration for the comparable 2020 financial year.

Full name, position (chair, deputy chair,
member, external committee member),
(1)
Remuneration for
performing the
function
(2)
SB and committee
attendance fees
(3)
Total
disbursement (1
Travel (5)
Remuneration
from any
Group
term of office Year* SB committees SB committees + 2) expenses** company
Supervisory board members
Davor Ivan Gjivoje Jr, SB chairman 2021 15,970 0 3,795 0 19,765 36,705 0
(SB member until 16/7/2021, SB chairman
from 17/7/2021)
2020 12,025 0 2,503 0 14,528 5,119 0
2021 14,300 0 3,795 0 18,095 2,271 0
Keith William Morris, SB deputy chairman 2020 13,228 0 2,503 0 15,731 1,200 0
Klemen Babnik, SB member 2021 5,941 0 1,925 0 7,866 118 0
(from 17/7/2021) 2020 0 0 0 0 0 0 0
Matej Gomboši, SB member 2021 5,941 0 1,925 0 7,866 832 0
(from 17/7/2021) 2020 0 0 0 0 0 0 0
2021 13,000 0 3,795 0 16,795 69 0
Gorazd Andrej Kunstek, SB member 2020 12,025 0 2,503 0 14,528 0 0
Mateja Živec, SB member 2021 13,000 0 3,795 0 16,795 69 0
(until 31/12/2021) 2020 12,025 0 2,503 0 14,528 0 0
Mateja Lovšin Herič, SB chairman 2021 10,589 0 1,870 0 12,459 0 0

Table 1: Remuneration of the members of the supervisory board and its committees for 2021 and 2020

(1) (5)
Remuneration for
performing the
(2)
SB and committee
(3) Remuneration
Full name, position (chair, deputy chair,
member, external committee member),
function attendance fees Total
disbursement (1
Travel from any
Group
term of office SB committees SB committees + 2) expenses** company
(until 16/07/2021) 18,038 0 2,503 0 20,541 0 0
Andrej Kren, SB member 7,059 0 1,870 0 8,929 0 0
(until 16/07/2021) 2020 12,025 0 2,503 0 14,528 130 0
Audit committee members
Matej Gomboši, audit committee chairman
(from 17/7/2021)
2021 0 2,228 0 880 3,108 436 0
2020 0 0 0 0 0 0 0
Gorazd Kunstek, audit committee member
(from 17/7/2021)
2021
2020
0
0
1,485
0
0
0
880
0
2,365
0
0
0
0
0
Katarina Sitar Šuštar, external audit 2021 0 6,675 0 0 6,675 22 0
committee member
(from 17/7/2021)
Dragan Martinović, external audit committee
2020 0 0 0 0 0 0 0
member 2021 0 4,973 0 0 4,973 0 0
(from 17/7/2021) 2020 0 0 0 0 0 0 0
Andrej Kren, chairman of the audit
committee
2021 0 2,647 0 2,420 5,067 0 0
(until 16/07/2021) 2020 0 4,509 0 1,782 6,291 98 0
Mateja Lovšin Herič, audit committee
member
2021 0 1,765 0 2,420 4,185 0 0
(until 16/07/2021) 2020 0 3,006 0 1,782 4,788 0 0
Ignac Dolenšek, external member of the 2021 0 9,038 0 0 9,038 0 0
audit committee
(until 16/07/2021)
2020 0 8,734 0 0 8,734 230 0
Members of the nominations and
remuneration committee
Klemen Babnik, chairman of the nominations
2021 0 2,228 0 220 2,448 7 0
and remuneration committee
(from 17/7/2021) 2020 0 0 0 0 0 0 0
Davor Ivan Gjivoje Jr, member of the
nominations and remuneration committee
2021 0 3,250 0 1,760 5,010 21,238 0
2020 0 3,006 0 594 3,600 1,280 0
Keith William Morris, member of the
nominations and remuneration committee
2021
2020
0
0
3,250
3,006
0
0
880
968
4,130
3,974
638
300
0
0
Matej Gomboši, member of the nominations 2021 0 1,485 0 220 1,705 109 0
and remuneration committee 2020 0 0 0 0 0 0 0
(from 17/7/2021)
Gorazd Andrej Kunstek,
– interim alternate member of the 2021 0 1,553 0 1,100 2,653 0 0
nominations and remuneration committee
(from 4/3/2021 to 16/4/2021)
– member of the nominations and 2020 0 0 0 0 0 0 0
remuneration committee
(from 9/9/2021)
Mateja Lovšin Herič, chairman of the
2021 0 2,647 0 1,540 4,187 0 0
nominations and remuneration committee 2020 0 4,509 0 968 5,477 0 0
(until 16/07/2021)
Andrej Kren, member of the nominations and
remuneration committee 2021 0 1,765 0 660 0 0 0
(until 16/07/2021) 2020 0 3,006 0 968 0 0 0
Members of the risk committee
Keith William Morris, risk committee
chairman
2021 0 4,875 0 1,540 6,415 1,117 0
2020 0 4,509 0 836 5,345 300 0
Davor Ivan Gjivoje Jr, risk committee member 2021
2020
0
0
3,250
3,006
0
0
1,496
836
4,746
3,842
18,053
1,280
0
0
2021 0 12,451 0 0 12,451 0 0
Slaven Mićković, external risk committee
member
2020 0 10,991 0 0 10,991 0 0
Janez Komelj, external risk committee 2021 0 2,313 0 0 2,313 0 0
member 2020 0 0 0 0 0 0 0
(from 17/7/2021)
Members of the fit & proper committee
Keith William Morris, chairman of the fit and
2021 0 3,993 0 1,056 5,049 766 0
proper committee
(member until 16/7/2021, chairman from
17/7/2021)
2020 0 3,006 0 660 3,666 300 0
Klemen Babnik, member of the fit and proper 2021 0 1,485 0 660 2,145 0 0
committee
(from 17/7/2021)
2020 0 0 0 0 0 0 0
Rok Saje, external member of the fit and 2021 0 3,250 0 1,496 4,746 0 0
proper committee 2020 0 3,006 0 814 3,820 0 0
2021 0 1,485 0 660 2,145 0 0
Full name, position (chair, deputy chair,
member, external committee member),
(1)
Remuneration for
performing the
function
(2)
SB and committee
attendance fees
(3)
Total
disbursement (1
Travel (5)
Remuneration
from any
Group
term of office Year* SB committees SB committees + 2) expenses** company
Klara Hauko, external member of the fit and
proper committee
(from 17/7/2021)
2020 0 0 0 0 0 0 0
Mateja Živec, chairman of the fit and proper 2021 0 2,647 0 660 3,307 0 0
committee
(until 16/07/2021)
2020 0 4,509 0 154 4,663 0 0
Andrej Kren, standing alternate member of 2021 0 1,765 0 396 2,161 0 0
the fit and proper committee
(until 16/07/2021)
2020 0 3,006 0 814 3,820 0 0
Gorazd Andrej Kunstek, interim alternate 2021 0 542 0 440 982 0 0
member of the fit and proper committee
(from 4/3/2021 to 16/4/2021)
2020 0 0 0 0 0 0 0
Davor Ivan Gjivoje Jr, interim alternate 2021 0 542 0 440 982 0 0
member of the fit and proper committee
(from 4/3/2021 to 16/4/2021)
2020 0 0 0 0 0 0 0

* Notes on the deviation of remuneration in 2020: After the Covida-19 epidemic was declared in Slovenia (12 March 2020), all members of the Sava Re supervisory board and the external members of its committees decided to observe one of the measures intended to ease the impact of the Covid-19 epidemic, waiving 30% of their remuneration for performing their function. The waiver of 30% of their remuneration was effective for March, April and May 2020.

** For 2021, the expenses of the supervisory board members also included the benefit of directors' and officers' liability insurance.

2.4 Comparison of supervisory board members' remuneration in the last five years

A comparison of supervisory board members' remuneration in the last five years is provided in Table 2.

Table 2: Comparison of supervisory board members' remuneration in the last five years

Annual change 2017 vs
2016
2018 vs
2017
2019 vs
2018
2020 vs
2019
2021 vs
2020
2021
(absolute
amount for
current year
report)
Remuneration of supervisory board members
Davor Ivan Gjivoje Jr, SB chairman
(SB member until 16/7/2021, SB chairman
from 17/7/2021) - 89.3% 207.0% 40.1% 287.4% 56,470
Keith William Morris, SB deputy chairman 89.7% 86.9% 102.0% 69.4% 120.3% 20,366
Klemen Babnik, SB member
(from 17/7/2021) - - - - - 7,984
Matej Gomboši, SB member
(from 17/7/2021) - - - - - 8,698
Gorazd Andrej Kunstek, SB member 87.8% 97.1% 99.8% 93.9% 116.1% 16,864
Mateja Živec, SB member
(until 31/12/2021) 116.9% 95.3% 101.6% 93.9% 116.1% 16,864
Mateja Lovšin Herič, SB chair
(until 16/07/2021) 107.1% 99.1% 101.4% 92.4% 121.3% 12,459
Andrej Kren, SB member
(until 16/07/2021) - 105.4% 104.9% 89.2% 121.8% 8,929

3 Remuneration of the members of management bodies

3.1 Introduction

The management body is defined under the applicable ZGD-1 and the Company's applicable articles of association. Under the Company's articles of association, the management body of Sava Re is the management board composed of two to five members. Under the applicable act on the management board, the management board is composed of four members.

The term "management board member" used in this document is a uniform term for both the "chair of the management board" and any "member of the management board", except where specific reference is made to the chair of the management board.

Where masculine grammatical forms are used for a management board member, they are deemed to be understood to relate to both men and women.

Remuneration of the members of the management board is regulated (1) by specific Solvency II policies: the Group's remuneration policy and that of Sava Re, (2) the Remuneration Policy for the Members of Supervisory and Management Bodies of the Sava Insurance Group, (3) the employment contracts of each management board member, and (4) the Methodology for Determining the Performance-based of Management Board Members of Sava Re, which is appended and forms part of each management board member's employment contract.

The remuneration of the management board members of Sava Re is proportionate to their roles, the scope of operations of the Company and the entire Group, and the financial condition and business results of both the Company and the Group. In addition, the remuneration of management board members is at a level that promotes the long-term sustainability of operations of the Company and the Group and ensures that remuneration is consistent with performance achieved.

The remuneration of management board members consists of a fixed component and a variable component. The variable component is determined so as not to allow the rewarding of management board member behaviour that encourages the uncontrolled exposure of the Company to risk.

3.2 Composition of the management board in 2021

The composition of the management board did not change in 2021.

Composition of the management board in 2021

Member Title First appointed Duration/expiry of term
12 May 2017,
Marko Jazbec chairman new term of office 13 May 13 May 2027
2022
Jošt Dolničar member 31 December 2008 05/05/2022*
Polona Pirš Zupančič member 14 January 2018 14 January 2023
Peter Skvarča member 19 June 2020 19 June 2025

Due to his appointment to the management board of the subsidiary Zavarovalnica Sava on 30 December 2021, Jošt Dolničar tendered his resignation as a member of the management board of Sava Re, effective as of the date of obtaining the licence to act as a member of the management board of Zavarovalnica Sava, but not earlier than 5 May 2022.

3.3 Remuneration of management board members in 2021

3.3.1 Fixed remuneration (base salary)

The fixed remuneration (base salary) of a management board member was pay for performance of duties, to pursue and assume responsibility, and it was determined taking into account the provision of financial stability, compensation of efforts and professional experience. The base salary did not depend on business performance or unpredictable factors. The chief guidance for determining a management board's base salary was the complexity of his function. The base salary of a member of the management board is set in the employment contract as a gross amount. Management board members are not entitled to a seniority bonus as this is already included in the base salary.

3.3.2 Variable remuneration (performance-based pay)

The variable remuneration is governed by the Methodology for Determining Variable Pay of a Management Board Member of Sava Re (hereinafter: the Methodology), adopted by the supervisory board, which also determines the bonus of each management board member. After the supervisory board approves the strategic and annual plans for the next year, the supervisory board lays down the quantitative and qualitative criteria for assessing the performance of individual management board members for that year.

The variable pay of a management board member consists of:

  • business-performance-based pay,
  • individual-performance-based pay relating to annual personal goals of a management board member,
  • board-performance-based pay based on common goals of the management board.

Eligibility for variable pay is determined once a year after the end of the financial year, when the results of the Sava Insurance Group have been audited and approved. Variable pay is determined under the conditions and in the amount determined in the Methodology. The payment of variable pay for management board members is decided by a supervisory board resolution.

If the amount of variable pay exceeds 30% of the management board member's annual salary, the payment of the variable pay above the 30% of the management board member's annual salary in the financial year to which the variable pay refers is deferred for a period of three years. If a management board member's term of office expires before the end of the deferment period, the management board member is entitled to be paid this amount upon expiration of his term of office.

The deferred part of variable pay is paid out provided that the management board member receives the bonus / variable pay (regardless of the type and amount of variable pay) and provided that there were no adverse consequences for the Company related to business in the year for which the management board member was awarded variable pay. The supervisory board adopts a special resolution on the deferment and a special resolution on the payment of the retained variable pay.

Variable remuneration was determined in the 2021 financial year and paid out based on the business performance of the Sava Insurance Group in 2020 and the achievement of individual goals as well as joint goals of the management board in 2020.

Criteria for determining the level of variable remuneration

3.3.2.1.1 Quantitative criteria for determining the level of variable remuneration (businessperformance-based pay)

The quantitative criteria for determining the level of variable remuneration are used to measure performance against the achievement of the plan for a particular financial period. Businessperformance-based pay of a management board member is tied to three selected financial performance indicators at the Sava Insurance Group level:

  • return on equity (ROE): the basis for determining the amount of the bonus is the achievement of the planned percentage of return on equity of the Sava Insurance Group;
  • return on revenue (ROR): the basis for determining the amount of the bonus is the achievement of the planned percentage of return on revenue of the Sava Insurance Group;
  • expense ratio: the basis for determining the amount of the bonus is the achievement of the planned percentage of net expense ratio of the Sava Insurance Group.
  • 3.3.2.1.2 Qualitative criteria for determining the level of variable remuneration (consisting of individual-performance-based pay based on individual goals of each management board member, and individual-performance-based pay based on joint goals of the management board)

Qualitative criteria for determining the level of variable remuneration are used to measure performance against the achievement of individual annual goals of each member of the management board and against the achievement of the joint annual goals of the management board. Qualitative criteria are vital for motivating individual management board members as well as the management board as a whole for the achievement of the annual and strategic plans, both of the Company and the Sava Insurance Group.

Individual-performance-based pay of a management board member relating to personal goals: Individual-performance-based pay of a management board member depends on the assessment of the Company's supervisory board whether the management board member has achieved the personal objectives as per annual assessment interviews (annually appended to the employment contract) and has contributed constructively to the objectives of the Company and the Group recorded in the Company's and the Group's plans approved by the supervisory board.

Board-performance-based pay based on common objectives of the management board: The part of salary for the overall performance of the management board received by a management board member depends on the assessment of the Company's supervisory board of whether the management board as a whole has achieved the objectives of common development projects, risk management objectives and other common goals as per the strategic plan of the Company and the Group set out in the Company's and Group's plans approved by the supervisory board.

In 2021 variable remuneration was paid to the management board members in the form of monetary remuneration, as evident from Table 3. For each member of the management board or its committees, the upper row refers to the remuneration for the 2021 financial year, and the lower row to the remuneration for the comparable 2020 financial year.

3.3.3 Relative proportion of fixed and variable remuneration

Data on the relative proportion of fixed and variable remuneration of a management board member for the 2021 (and 2020) financial year are provided in Table 3.

3.3.4 Relative proportion of financial and non-financial criteria in variable remuneration

Data on the relative proportion of financial and non-financial criteria in variable remuneration for a management board member for the 2021 (and 2020) financial year are provided in Table 3.

3.3.5 Termination benefit

There were no circumstances requiring payment of termination benefits to any management board member in 2021.

3.3.6 Benefits and other entitlements of management board members

In addition, management board members are entitled to the following benefits and entitlements: allowance for annual leave, personal accident insurance, supplementary pension insurance and health insurance with medical assistance abroad. All management board members are covered against risks arising from the performance of their function (directors' and officers' insurance). Each management board member is entitled to a mobile phone and a company car, both with the right to use for private purposes.

Remuneration of management board members for 2021 is set out in Table 3.

Year (1)
Fixed
(2)
Variable remuneration
(3)
Benefits and
(4)
Termination
benefits,
fulfilment of the
(5)
Return of
(6)
Maluses (refund
(7)
Total
payment
(8)
Proportion of
variable
remuneration
(9)
Proportion of
fixed and
(10)
Relative comparison to
average employee
salary (multiple) – for
the Company and the
Group*
(11)
Remuneratio
n from any
Full name, position
(chair, member),
term of office
remuneration Disbursed Deferred other
entitlements
competitive
clause, other
termination
payments
bonus
(clawbacks)
of
remuneration)
(1 + 2 (paid
out) + 3 + 4
- 5 - 6)
from financial
and non
financial criteria
(xx%/yy%)
variable
remuneration
(xx%/yy%)
Company Group Group
company
Marko Jazbec 2021 199,050 59,400 31,350 4,543 - - - 262,993 63.64%/36.36% 68.69%/31.31
%
3.6 4.9 -
2020 193,500 55,536 21,597 5,416 - - - 254,452 50.00%/50.00% 71.50%/25.80
%
3.7 5.0 -
Jošt Dolničar 2021 179,400 53,460 28,215 9,079 - - - 241,939 63.64%/36.36% 68.72%/31.28
%
3.2 4.4 -
2020 174,135 49,980 19,437 9,700 - - - 233,815 50.00%/50.00% 67.94%/32.06
%
3.3 4.5 -
2021 179,400 53,460 28,215 8,178 - - - 241,038 63.64%/36.36% 68.72%/31.28
%
3.2 4.4 -
Polona Pirš Zupančič 2020 174,135 49,980 19,437 8,706 - - - 232,821 50.00%/50.00% 71.50%/28.50
%
3.3 4.5 -
Peter Skvarča 2021 179,400 40,838 14,108 11,417 - - - 231,655 63.64%/36.36% 76.55%/23.45
%
3.2 4.4 -
2020 95,700 - - 6,597 - - - 102,297 - 100.00%/0.00
%
3.3 4.5 -
Srečko Čebron 2021 - - - - - - - - - - - - -
2020 73,177 80,171 - 3,705 89,100 - - 246,153 50.00%/50.00% 47.72%/52.28
%
3.3 4.5 -

Table 3: Remuneration paid to management board members in 2021 and 2020

* Based on average salary of employee other than management board members.

In 2020, an amount of EUR 80,171 was disbursed for the management board member Srečko Čebron from deferred remuneration due relating to the years 2020, 2019 and 2018.

3.3.7 Annual change in remuneration, Company performance, average employee remuneration

Data on the change in remuneration, Company performance and average employee remuneration in the Company (other than for management board members) for a full-time job in the period for the past four financial years are given in Table 4.

Table 4: Comparison of remuneration of the management board members, Company performance and the average remuneration of Company employees other than the members of management and supervisory bodies over the last five years

Annual change 2017 vs
2016
2018 vs
2017
2019 vs
2018*
2020 vs
2019
2021 vs
2020*
2021 (absolute
amount for
current reporting
year)
Remuneration of management board
members
Marko Jazbec, chairman of the management
board 0.0% 170.5% 133.0% 105.6% 103.4% 262,993
Jošt Dolničar, member of the management
board 105.2% 98.0% 125.7% 105.7% 103.5% 241,939
Polona Pirš Zupančič, member of the
management board - - 147.7% 106.3% 103.5% 241,038
Peter Skvarča, member of the management
board - - - - 113.2% 231,655
Company performance
Profit or loss, net of tax -5.5% 38.3% 16.7% 12.3% 35.1% 76,167,178
Return on revenue -0.5 p.p. 1.5 p.p. 0.6 p.p. 0.0 p.p. 1.9 p.p. 10.5%
Return on equity -1.2 p.p. 3.0 p.p. 0.7 p.p. -0.5 p.p. 2.5 p.p. 15.8%
Net expense ratio, including operating revenue -1.2 p.p. 0.8 p.p. -1.2 p.p. -1.8 p.p. -0.5 p.p. 29.0%
Average remuneration of other employees of Average monthly
the Company and the Group salary
Company employees 93.7% 117.0% 89.3% 105.4% 102.7% 4,622
Group employees 94.9% 110.1% 91.8% 102.1% 102.7% 3,365

* The Methodology and level of variable remuneration of the management board members were amended in 2018 and 2020. In 2020, the variable remuneration methodology was also changed for the Company's other employees.

3.3.8 Remuneration from other Group members

A management board member who also serves as a member of a supervisory body of a subsidiary waives all remuneration for the performance of his function in the supervisory body of the subsidiary.

In 2021, the Sava Re management board members received no remuneration from any other Sava Insurance Group member.

3.3.9 Shares and stock options

The management board member received no shares or stock options from the Company in 2021.

3.3.10 Reclaimed variable remuneration

Under ZGD-1, the supervisory board may reclaim business-performance-based pay already paid from management board members relating to the performance of the Sava Insurance Group.

No circumstances arose in 2021 that would require the reclaim of any variable remuneration.

3.3.11 Financial benefits, taxes and contributions, and services

In the 2021 financial year, the management board members were awarded no monetary benefits, taxes or contributions, or services relating to their position as management board member by any third party in 2021.

In the 2021 financial year, the management board members were awarded no monetary benefits, taxes or contributions, or services for early termination of office, including changes agreed on in 2021.

In the 2021 financial year, the management board members were awarded no monetary benefits, taxes or contributions, or services for ordinary termination of office, including the monetary value and the amount that the Company would spend or reserve for that purpose in 2021.

The office of no management board member terminated in the financial year. Thus, in the past financial year, there were no financial benefits, taxes or contributions, or services awarded or promised to a former management board member who would have terminated his office in 2021.

***

Ljubljana, 5 May 2022 Ljubljana, 18 May 2022

Management Board of Sava Re d.d. Supervisory Board of Sava Re d.d.

Jošt Dolničar, Member

Polona Pirš Zupančič, Member

Peter Skvarča, Member

Marko Jazbec, Chairman Davor I. Gjivoje Jr, Chairman

4 Independent limited assurance report

KPMG SLOVENIJA, podjetje za revidiranje, d.o.o. Železna cesta 8a SI-1000 Ljubljana Slovenija

Telefon: +386 (0) 1 420 11 60 Internet: http://www.kpmg.si

Independent Limited Assurance Report

To the owners of the company Pozavarovalnica Sava, d.d.

Pursuant to the contract concluded with the company Pozavarovalnica Sava, d.d. (hereinafter: Company), we have reviewed the attached Report on Remuneration of the Management and Supervisory Board members of Pozavarovalnica Sava, d.d. in the financial year 2021, prepared by Company's

management on 5 April 2022 and outlining all remuneration paid to members of the management and supervisory bodies in the financial year that ended 31 December 2021, as required by Article 294.b of the Companies Act (ZGD-1) (hereinafter: Remuneration Report).

@ 2022 KPMG SLOVENIJA, podjetje za revidiranje, d.o.o., slo žia z omejeno odgovomostjo in članica globalne organizacije
odvisnih članic, ki so povezane s KPMG International Linitet
ebno angleško družbo z omejeno odoovomostio. Vse prav

TRR: 2168 2800 00 0 1861 102 vpls v sodni register. Okrožno sodišče v Ljublj
št. reg. vl.: 061/12062100
osnovni kanital: 54.892.00 ELUR osnovni kapital: 54.892,0
ID za DOV: 8120437145
matična št.: 5648556

Management's and Supervisory Board's Responsibility for the Remuneration Report

Management and supervisory bodies are responsible for the preparation of the Remuneration Report based on provisions of Article 294.b of the Companies Act (ZGD- 1) and for such internal control as management

Auditor's Responsibility

It is our responsibility to express a limited assurance conclusion on the Remuneration Report based on the procedures we have performed and the evidence we have obtained. We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements 3000 (Revised) - Assurance Engagements other than Audits or Investigations of Historical Financial Information (ISA 3000 - Revised) issued by the International Auditing and

Definition of Criteria

In carrying out our procedures, we assessed whether the Remuneration Report prepared by the Company's management for the financial

Our Independence and Quality Control

We have complied with the independence and ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants. The Code is based on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional conduct.

Summary of Work Performed

The scope of work included, among others, following procedures:

  • we have obtained an understanding of the Company's internal controls, processes and systems for preparing the Remuneration Report;
  • we have reconciled, on a sample basis, the input data disclosed in the Remuneration Report with the supporting documentation submitted by the Company;
  • we made enquiries with members of the Management and Supervisory Board about the Remuneration Report:
  • we have read the Remuneration Report and confirmed that the presentations

determines is necessary to enable the preparation of the report to enable it to be free from material misstatement, whether due to fraud or error.

Assurance Standards Board. This standard requires that we plan and perform the engagement to obtain limited assurance about whether something has come to our attention that causes us to believe that the Remuneration Report contains a material misstatement, including with respect to compliance with the requirements of Article 294.b of the Companies Act, all subject to the criteria set out below.

year ended 31 December 2021 contained the information pursuant to Paragraph 2 and 3 of Article 294.b of the Companies Act (ZGD- 1).

Our firm operates in accordance with International Standards on Quality Management (ISQM 1) and maintains a comprehensive quality management system in accordance therewith, including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

therein comply with requirements of Article 294b of the Companies Act (ZGD- 1).

The nature and extent of our procedures were determined by reference to our assessment of the risks and our professional judgement in order to obtain limited assurance and does not include an opinion on the appropriateness of the Company's remuneration policy.

In limited assurance engagements, the procedures for gathering evidence are more limited than in reasonable assurance engagements and, as a result, less assurance is provided than in reasonable assurance or audit engagements. We consider that the evidence obtained is sufficient and provides a reasonable basis for our conclusion.

2

Emphasis of Matter

The remuneration of the Supervisory Board members is decided by a resolution of the Shareholders' Meeting.

The first point of the Remuneration Report states that the Company has not yet adopted a revised remuneration policy for members of the

Conclusion

Based on the procedures carried out and the evidence obtained, we confirm that we have not observed anything that would lead us to believe that the Remuneration Report prepared by the Company's management for the year

Management and Supervisory Board in accordance with Article 294a(2) of the Companies Act but plans to do so at the next Shareholders' Meeting.

Our conclusion on this matter is not adjusted.

ended 31 December 2021 contains information that would not comply in all material respects with Paragraph 2 and 3 of Article 294.b of the Companies Act (ZGD- 1).

On behalf of the audit company

KPMG SLOVENIJA, podjetje za revidiranje, d.o.o.

Nevenka Kržan Certified Auditor Director

KPMG Slovenija, d.o.o. 1

Ljubljana, 5 May 2022

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