Shareholders of Zavarovalnica Triglav exercise their rights in respect of matters concerning the Company through the General Meeting of Shareholders, which is convened at least once a year, by the end of August at the latest. The General Meeting of Shareholders may also be convened in other circumstances set out by law and by the Articles and Memorandum of Association, and when it is in the interest of the Company.
The competences and operation of the General Meeting of Shareholders are set out in the Companies Act and the Articles and Memorandum of Association. The Articles and Memorandum of Association do not set out any specific provisions regarding their amendments and supplements.
A share of Zavarovalnica Triglav gives each of its holders the right to one vote at the General Meeting of Shareholders, proportional dividends from the profit intended for the payment of dividends and a proportional share from the remaining bankruptcy or liquidation mass in the case of bankruptcy or liquidation. All shareholders who are entered in the share register managed by the Central Securities Clearing Corporation (KDD) no later than by the end of the fourth day before the date of the General Meeting of Shareholders have the right to attend the General Meeting and exercise their voting right if they apply to be present no later than by the end of the fourth day prior to the date of the General Meeting of Shareholders.
In line with the provisions of the Insurance Act, the acquisition of shares of Zavarovalnica Triglav by which a person indirectly or directly acquires or exceeds the qualifying holding in the Company requires the prior authorisation of the Insurance Supervision Agency. If a person who has acquired such authorisation plans a disposal of shares which would decrease their share below the limit for which the authorisation has been issued, they are required to inform the Insurance Supervision Agency thereof in advance. If individual shareholders of Zavarovalnica Triglav enter into an agreement by which they agree on a coordinated execution of management rights attached to the shares which they own, each shareholder must notify the Insurance Supervision Agency of the agreement within three working days from its conclusion and attach a copy of the agreement to the notification. If individual shareholders enter into an agreement by which they agree on a coordinated execution of management rights attaching to the shares which they own, and the total value of these shares or management rights exceeds the qualifying holding, they are required to acquire the prior authorisation of the Insurance Supervision Agency. Shareholders of shares which have been acquired or are possessed contrary to the Insurance Act have no voting rights. For details see the Insurance Act.
The shares of the two shareholders who in accordance with the Takeover Act own a qualifying holding in Zavarovalnica Triglav remained unchanged in 2011:
- Zavod za pokojninsko in invalidsko zavarovanje Slovenije (Institute of Pension and Invalidity Insurance of Slovenia; hereinafter ZPIZ) is the direct holder of 7,836,628 shares or 34.47% of the share capital of Zavarovalnica Triglav. On behalf of and for the account of ZPIZ, as at 31 December 2011, the shareholder's rights attached to the shares were managed by the Capital Assets Management Agency of the Republic of Slovenia (hereinafter: AUKN) in compliance with the Law on Corporate Governance of State Capital Investments (Official Gazette of the RS, No. 38/2010, 18/11 and 77/11);
- As at 31 December 2011, Slovenska odškodninska družba d.d., Ljubljana (hereinafter SOD), held 6,380,728 shares or 28.07% of the share capital of Zavarovalnica Triglav.
As at 31 December 2011, Zavarovalnica Triglav had no other shareholders whose share capital exceeded 5%, nor any issued securities that would grant their holders special control rights.
General Meeting of Shareholders in 2011
The 35th Annual General Meeting of Shareholders of Zavarovalnica Triglav, the only one in 2011, took place on 21 June. The total number of shares and voting rights represented was 15,569,427 or 68.48% of all shares to which voting rights are attached. No challenging actions were announced.
The General Meeting of Shareholders:
- took note of the Annual Reports of Zavarovalnica Triglav d.d. and the Triglav Group for 2010, including the opinions given by the chartered auditors, and the Annual Internal Audit Report for 2010;
- took note of the Supervisory Board's report on the examination of both Annual Reports for 2010 and its opinion on the Annual Internal Audit Report by the Internal Audit Department for 2010;
- adopted a resolution on the following distribution of the accumulated profit of EUR 268,633,571.25 as at 31 December 2010:
- EUR 9,094,059.20 to dividend payments to the shareholders, i.e. EUR 0.40 gross per share,
- EUR 160,000,000.00 to other profit reserves,
- the remaining profit of EUR 99,539,512.05 to be distributed in future years;
- passed a resolution granting discharge to the Management Board and Supervisory Board for the 2010 business year;
- appointed the audit firm KPMG Slovenija, podjetje za revidiranje d.o.o. as the auditors of Zavarovalnica Triglav for 2011;
- approved the amendments to the Articles and Memorandum of Association in Article 5a, authorising the Management Board to raise the share capital by up to EUR 11,055,208.77 through the issue of new shares for cash within the first five years from the date the amended Articles and Memorandum of Association are entered in the Court Register. The issue of new shares, the amount of capital increases, the rights attached to new shares, and the conditions for issuing new shares are decided upon by the Company's Management Board with the consent of the Supervisory Board. Upon a share capital increase according to the abovementioned article, the Supervisory Board is authorised to make amendments to the Company's Articles and Memorandum of Association to bring its provisions in compliance with the changes due to the increase of share capital and the issue of new shares. Article 25, stipulating the basis for remuneration of Supervisory Board members (they are entitled to attendance fees, basic remuneration for performing their function and additional remuneration for performing special tasks as well as to the reimbursement of expenses, if so decided by the General Meeting of Shareholders, in the amount decided by the General Meeting of Shareholders), was also amended.
- was informed about the new appointments of employee representatives to the Supervisory Board: Peter Celar, Branko Gorjan and Miran Krštinc, whose term of office started on 30 May 2011;
- passed a resolution on the amount of remuneration payable to Supervisory Board members.
On 9 January 2012, two amendments to the Articles and Memorandum of Association were entered into the Court Register at the District Court in Ljubljana. The entry was based on items 5.1, 5.2 and 5.4 of resolution No. 5 of the 29th General Meeting of Shareholders of Zavarovalnica Triglav held on 27 August 2007 and resolution No. 5.2 of the 30th General Meeting of Shareholders of Zavarovalnica Triglav held on 18 April 2008 as well as on the basis of an Insurance Supervision Agency decision representing a licence for brokerage services for mutual fund investment coupons in accordance with the Investment Trusts and Management Companies Act. The amendments to the Articles and Memorandum of Association are the following:
- in Article 2 (2) the following indent is added: "– brokerage services for mutual fund investment coupons in accordance with the Investment Trusts and Management Companies Act, in the case of a bank or other financial organisation according to the legislation regulating banking and the securities market"; and
- in Article 2 (3) the following indent is added: "66.190 Other activities auxiliary to financial services other than insurance and pension funding".