The Insurance Act stipulates that any acquisition of shares of Zavarovalnica Triglav by which a person indirectly or directly acquires or exceeds a qualifying holding in the Company (hereinafter: qualified holder) is subject to the prior authorisation of the Insurance Supervision Agency (authorisation to acquire a qualifying holding). According to the Insurance Act, a qualifying holding is an indirect or direct holding of shares or other rights that gives the holder a 10% share of voting rights or a 10% participation in the issuer's capital, or that gives the holder a share of voting rights or participation in the issuer's capital that is smaller than 10%, but nevertheless allows the holder to significantly influence the management of the issuer.
A prior authorisation of the Insurance Supervision Agency is mandatory for any further acquisition of shares of the insurance company by which the person having obtained an authorisation acquires or exceeds the 20%, 33.3% or 50% limit of voting rights or participation in the company's capital or by which the person becomes a controlling company of the insurance company. Likewise, a new prior authorisation of the Insurance Supervision Agency is mandatory before any further acquisition of shares by which a qualified holder would surpass the range for which an authorisation for the acquisition of a qualifying holding had been issued.
Moreover, the Insurance Act sets out the obligations and the requirement to obtain prior authorisations for entities which have agreed to a concerted acquisition of the shares of the insurance company or a concerted exercising of management rights attached to the shares in the case that they do not reach a qualifying holding, as well as in the case that they intend to acquire a holding by which they would jointly reach or exceed a qualifying holding.
A prior authorisation of the Insurance Supervision Agency for the acquisition of a qualifying holding is also obligatory for shareholders of the insurance company who jointly own shares by which they reach or exceed a qualifying holding in the insurance company and who intend to enter into an agreement (hereinafter: qualified shareholders' agreement).
Holders of shares that have been acquired or are possessed contrary to the Insurance Act have no voting rights. See the Insurance Act for details.