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Zavarovalnica Triglav

AGM Information Jun 4, 2025

1989_rns_2025-06-04_e8223bcb-bf5e-4afc-8b9d-f56f40e2ec99.pdf

AGM Information

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Notice on the Resolutions of the 50th 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 50th General Meeting of Shareholders, which was held on 3 June 2025 at 10:00 a.m. in the Diamond Hall of the Grand Plaza Hotel, Slovenska cesta 60, 1000 Ljubljana.

A total of 17.347.858 shares or 76,53 % 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, establishment of 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 Audited Annual Report for 2024, including the Independent Auditor's Report; the Annual Report on Internal Auditing in 2024; the Report of the Supervisory Board on the Verification of the Annual Report; and the Opinion of the Supervisory Board on the Annual Report on Internal Auditing

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

2.2. Presentation of the Remuneration Report of Zavarovalnica Triglav, d.d., for financial year 2024

Draft consultative resolution 2.2.:

The General Meeting approves the Remuneration Report of Zavarovalnica Triglav, d.d., for financial year 2024.

Consultative resolution No. 2.2. was adopted as proposed. In voting for this resolution, 17.347.156 votes were cast, representing the same number of shares. A total of 17.310.035 shares were in favour of this resolution, accounting for 99,786 % of the total votes cast. A total of 37.121 shares were against this resolution, accounting for 0,214 % of the total votes cast. There were 702 abstentions.

3. Distribution of accumulated profit for 2024 and the granting of discharge to the Management Board and the Supervisory Board

3.1. Distribution of accumulated profit for 2024

Draft resolution no. 3.1.:

The distributable profit amounting to EUR 109,430,652.82 as at 31 December 2024 shall be allocated as follows:

  • A portion of the distributable profit, amounting to EUR 63,658,414.40, shall be used for the payment of dividends. Shareholders registered in the share register on 17 June 2025 will receive a gross dividend of EUR 2.80 per share. The Company will transfer the total dividend amount to the account of KDD - Central Securities Clearing Corporation on 18 June 2025, earmarked for the dividend payment to shareholders, in accordance with the European Uniform Standards for Corporate Actions.

  • The remaining distributable profit, amounting to EUR 45,772,238.42, shall be retained for future decisions regarding its use.

Resolution No. 3.1. was adopted as proposed. In voting for this resolution, 17.347.156 votes were cast, representing the same number of shares. A total of 17.344.144 shares were in favour of this resolution, accounting for 99,983% of the total votes cast. A total of 3.012 shares were against this resolution, accounting for 0,017 % of the total votes cast. There were 702 abstentions.

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

Draft resolution no. 3.2.:

The General Meeting grants discharge to the Management Board of Zavarovalnica Triglav, d.d., for the financial year 2024.

Resolution No. 3.2. was adopted as proposed. In voting for this resolution, 17.343.519 votes were cast, representing the same number of shares. A total of 17.341.039 shares were in favour of this resolution, accounting for 99,986 % of the total votes cast. A total of 2.480 shares were against this resolution, accounting for 0,014 % of the total votes cast. There were 4.339 abstentions.

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

Draft resolution no. 3.3.:

The General Meeting grants discharge to the Supervisory Board of Zavarovalnica Triglav, d.d., for the financial year 2024.

Resolution No. 3.3. was adopted as proposed. In voting for this resolution, 17.346.936 votes were cast, representing the same number of shares. A total of 17.340.353 shares were in favour of this resolution, accounting for 99,962 % of the total votes cast. A total of 6.583 shares were against this resolution, accounting for 0,038 % of the total votes cast. There were 922 abstentions.

4. Taking note of four Supervisory Board members' term-of-office expiry and appointment of two new Supervisory Board members representing the shareholders of Zavarovalnica Triglav, d.d.

Draft resolution no. 4.1.:

The General Meeting appoints Andrej Andoljšek as a Supervisory Board member representing the shareholders for a term of four (4) years, commencing on 15 June 2025.

Resolution No. 4.1. was adopted as proposed. In voting for this resolution,17.346.432 votes were cast, representing the same number of shares. A total of 17.342.213 shares were in favour of this resolution, accounting for 99.976 % of the total votes cast. A total of 4.219 shares were against this resolution, accounting for 0,024 % of the total votes cast. There were 1.426 abstentions.

Draft resolution no. 4.2.:

The General Meeting appoints Barbara Cerovšek Zupančič as Supervisory Board member representing the shareholders for a term of four (4) years, commencing on 15 June 2025.

Resolution No. 4.2. was adopted as proposed. In voting for this voting proposal, 17.346.416 votes were cast, representing the same number of shares. A total of 17.334.969 shares were in favour of this resolution, accounting for 99,934 % of the total votes cast. A total of 11.447 shares were against this resolution, accounting for 0,066% of the total votes cast. There were 1.442 abstentions.

5. Auditor appointment for financial years 2025, 2026, 2027, and 2028

Draft resolution no. 5.:

The General Meeting of shareholders appoints Deloitte revizija, d.o.o., Dunajska cesta 165, Ljubljana, as the auditor of the separate and consolidated financial statements of Zavarovalnica Triglav, d.d., and for the limited assurance engagement on the consolidated sustainability report of the Triglav Group for financial years 2025, 2026, 2027, and 2028.

Resolution No.5 was adopted as proposed. In voting for this voting proposal, 17.347.156 votes were cast, representing the same number of shares. A total of 17.333.920 shares were in favour of this resolution, accounting for 99,924 % of the total votes cast. A total of 13.236 shares were against this resolution, accounting for 0,076% of the total votes cast. There were 702 abstentions.

6. Assent of the General Meeting to the spin-off by acquisition of part of the assets from the Transferor Company, Zavarovalnica Triglav, d.d., to the Transferee Company, Triglav pokojninska družba, d.d.

Draft resolution no. 6.:

The General Meeting hereby assents to the spin-off by acquisition of part of the assets from the Transferor Company, Zavarovalnica Triglav, d.d., to the Transferee Company, Triglav Pokojninska Družba, d.d., based on the attached Spin-off and Acquisition Agreement. The Agreement was concluded on 2 April 2025 in the form of a notarial deed by Notary Public Barbara Andrič Velkovrh, under Notarial Deed reference number SV 346/2025 in the Annex to the Spin-off and Acquisition Agreement, concluded by the companies on 16 April 2025 in the form of a notarial deed executed by Notary Public Barbara Andrič Velkovrh, under Notarial Deed reference number SV 401/2025.

Resolution No.6 was adopted as proposed. In voting for this voting proposal, 17.346.716 votes were cast, representing the same number of shares. A total of 17.333.970 shares were in favour of this resolution, accounting for 99,927 % of the total votes cast. A total of 12.746 shares were against this resolution, accounting for 0,073% of the total votes cast. There were 1.142 abstentions.

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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 71,77 %.

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 1.671.190, share with respect to the total Voting Rights is 7,37 %;
  • 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 %;

  • NLB Skladi – Slovenija mešani, Tivolska street 48, 1000 Ljubljana: the number of shares and votes is 106.071, share with respect to the total Voting Rights is 0,47 %.

Information will be published on the website of Zavarovalnica Triglav, d.d., www.triglav.eu, from 3 June 2025 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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