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Zavarovalnica Triglav

AGM Information Jun 5, 2024

1989_rns_2024-06-05_089a8325-2d05-49b5-bc7c-a658cf8f702b.pdf

AGM Information

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Notice on the Resolutions of the 49 th General Meeting of Shareholders of Zavarovalnica Triglav, d.d.

Pursuant to the provisions of the Ljubljana Stock Exchange Rules and the applicable legislation, the Management Board of Zavarovalnica Triglav, d.d., hereby publishes the resolutions of the 49 th General Meeting of Shareholders, which was held on 4 June 2024 at 10:00 a.m. in the Diamond Hall of the Grand Plaza Hotel, Slovenska cesta 60, 1000 Ljubljana.

A total of 17.389.110 shares or 76,70 % of all shares, to which voting rights are attached, was represented at the General Meeting of Shareholders.

Adopted General Meeting resolutions:

1. Opening of the General Meeting, establishing a quorum, and briefing on the working bodies of the General Meeting

The shareholders did not vote on this item as it was of a purely informative nature.

2.1. Presentation of the Annual Report of the Triglav Group and Zavarovalnica Triglav, d.d. for 2023 accompanied by the Independent Auditor's Report, and the Annual Report on Internal Auditing for 2023, and the Report of the Supervisory Board of Zavarovalnica Triglav, d.d. on the Verification of the Annual Report of the Triglav Group and Zavarovalnica Triglav, d.d. for 2023, and the Opinion of the Supervisory Board of Zavarovalnica Triglav, d.d. on the Annual Report of the Internal Audit Department of Zavarovalnica Triglav, d.d. on Internal Auditing for 2023

The shareholders did not vote on this item as it was of a purely informative nature.

2.2. Presentation of the Remuneration Policy of Zavarovalnica Triglav, d.d.

Draft consultative resolution 2.2.:

The General Meeting approves the Remuneration Policy of Zavarovalnica Triglav, d.d.

Consultative resolution No. 2.2. was adopted as proposed. In voting for this resolution, 17.388.800 votes were cast, representing the same number of shares. A total of 17.358.707 shares were in favour of this resolution, accounting for 99,827 % of the total votes cast. A total of 30.093 shares were against this resolution, accounting for 0,173 % of the total votes cast. There were 310 abstentions.

2.3. Presentation of the Remuneration Report of Zavarovalnica Triglav, d.d., for the Financial Year 2023

Draft consultative resolution 2.3.:

The General Meeting approves the Remuneration Report of Zavarovalnica Triglav, d.d., for the Financial Year 2023.

Consultative resolution No. 2.3. was adopted as proposed. In voting for this resolution, 17.389.045 votes were cast, representing the same number of shares. A total of 17.363.722 shares were in favour of this resolution, accounting for 99,854% of the total votes cast. A total of 25.323 shares were against this resolution, accounting for 0,146 % of the total votes cast. There were 65 abstentions.

3. Distribution of accumulated profit for 2023, granting discharge to the Management Board and the Supervisory Board

3.1. Distribution of accumulated profit for 2023

Draft resolution no. 3.1.:

The accumulated profit totalling EUR 87,854,038.93 as at 31 December 2023 shall be distributed as follows:

  • A part of the accumulated profit amounting to EUR 39,786,509.00 shall be distributed for dividend payments. The dividend in the amount of EUR 1.75 gross per share shall be paid to the shareholders appearing in the Share Register as at 18 June 2024. On 19 June 2024, the Company shall ensure funds for the payment of all dividends on the account of KDD – Centralno klirinška depotna družba d.d., intended to execute the corporate action of paying out dividends to the shareholders in accordance with the common European standards for corporate actions;
  • The distribution of the remaining accumulated profit of EUR 48,067,529.93 shall be decided on in the coming years and remain undistributed.

Resolution No. 3.1. was adopted as proposed. In voting for this resolution, 17.389.110 votes were cast, representing the same number of shares. A total of 17.379.425 shares were in favour of this resolution, accounting for 99,944% of the total votes cast. A total of 9.685 shares were against this resolution, accounting for 0,056 % of the total votes cast. There were no abstentions.

3.2. Granting discharge to the Management Board of Zavarovalnica Triglav, d.d.

Draft resolution no. 3.2.:

The General Meeting of Shareholders grants discharge to the Management Board of Zavarovalnica Triglav, d.d. for the financial year 2023.

Resolution No. 3.2. was adopted as proposed. In voting for this resolution,17.388.776 votes were cast, representing the same number of shares. A total of 17.384.794 shares were in favour of this resolution, accounting for 99,977 % of the total votes cast. A total of 3.982 shares were against this resolution, accounting for 0,023 % of the total votes cast. There were 334 abstentions.

3.3. Granting discharge to the Supervisory Board of Zavarovalnica Triglav, d.d.

Draft resolution no. 3.3.:

The General Meeting of Shareholders grants discharge to the Supervisory Board of Zavarovalnica Triglav, d.d. for the financial year 2023.

Resolution No. 3.3. was adopted as proposed. In voting for this resolution, 17.388.776 votes were cast, representing the same number of shares. A total of 17.384.866 shares were in favour of this resolution, accounting for 99,978 % of the total votes cast. A total of 3.910 shares were against this resolution, accounting for 0,022 % of the total votes cast. There were 334 abstentions.

4. Notification of the expiry of the term of office and the letter of resignation of the members of the Supervisory Board, the shareholders' representatives, and appointment of new members of the Supervisory Board, the shareholders' representatives, of Zavarovalnica Triglav, d.d.

Draft resolution no. 4.1.:

The General Meeting of Shareholders takes note of the letter of resignation of the Supervisory Board member Jure Valjavec, whereby his term of office will expire on 1 September 2024.

Resolution No. 4.1. was adopted as proposed. In voting for this resolution,17.389.110 votes were cast, representing the same number of shares. A total of 17.388.538 shares were in favour of this resolution, accounting for 99.997 % of the total votes cast. A total of 572 shares were against this resolution, accounting for 0,003 % of the total votes cast. There were no abstentions.

Draft resolution no. 4.2.: At this item, a voting proposal was submitted by SDH:

The General Meeting of Shareholders appoints Barbara Nose as a member of the Supervisory Board, shareholders' representative, for a term of office of four (4) years, commencing on 4 June 2024.

Voting proposal was adopted as proposed by SDH. In voting for this voting proposal, 17.257.661 votes were cast, representing the same number of shares. A total of 17.252.954 shares were in favour of this resolution, accounting for 99,973 % of the total votes cast. A total of 4.707 shares were against this resolution, accounting for 0,027% of the total votes cast. There were 131.449 abstentions.

Draft resolution no. 4.3.:

The General Meeting of Shareholders appoints Rok Ponikvar as a member of the Supervisory Board, shareholders' representative, for a term of office of four (4) years, commencing on 2 September 2024.

Resolution No. 4.3. was adopted as proposed. In voting for this resolution, 17.389.110 votes were cast, representing the same number of shares. A total of 17.375.404 shares were in favour of this resolution, accounting for 99,921 % of the total votes cast. A total of 13.706 shares were against this resolution, accounting for 0,079 % of the total votes cast. There were no abstentions.

5. Notification of the appointment of the new members of the Supervisory Board, employees' representatives, of Zavarovalnica Triglav, d.d.

The shareholders did not vote on this item as it was of a purely informative nature.

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The share of voting rights of the five largest shareholders present at the General Meeting of Shareholders expressed with respect to all shares, to which voting rights are attached (hereinafter: Voting Right), was 71,67 %.

The following five largest shareholders with Voting Rights were present or represented at the General Meeting of Shareholders:

  • Pension and Disability Insurance Institute of the Republic of Slovenia, Kolodvorska ulica 15, Ljubljana:the number of shares and votes is 7.836.628, share with respect to the total Voting Rights is 34,57 %;
  • Slovenian Sovereign Holding (Slovenski državni holding, d.d.), Mala ulica 5, Ljubljana: the number of shares and votes is 6.386.644, share with respect to the total Voting Rights is 28,17 %;
  • ERSTE GROUP BANK AG PBZ CROATIA OSIGURANJE OMF ACCOUNT fiduciary account, Am Belvedere, Wien, Austria: the number of shares and votes is 1.526.190, share with respect to the total Voting Rights is 6,73 %;
  • Citibank N.A. fiduciary account, Citibank Centre, Canada Square, Canary Wharf, E14 5LB, London: the number of shares and votes is 267.655, share with respect to the total Voting Rights is 1,18 %;

  • Hrvatska poštanska banka, d.d. – fiduciary account, Juršićeva 4, Zagreb, Croatia: the number of shares and votes is 231.813, share with respect to the total Voting Rights is 1,02 %.

Information will be published on the website of Zavarovalnica Triglav, d.d., www.triglav.eu, from 4 June 2024 onwards and will be available on the public websites of the company for no less than five years.

Management Board of Zavarovalnica Triglav, d.d.

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