8.6 Significant legal disputes

 

  • Zavarovalnica Triglav (plaintiff) versus Istrabenz holdinška družba d.d. (defendant)
    On 28 December 2007 Zavarovalnica Triglav irrevocably and unconditionally accepted a binding offer made by Istrabenz holdinška družba d.d. to buy Petrol d.d. shares for a total price of EUR 19,950,000. As Istrabenz failed to meet its obligations arising from the abovementioned offer, Zavarovalnica Triglav brought legal action against Istrabenz.
    Istrabenz filed a counterclaim against Zavarovalnica Triglav, which challenges the agreement on the sale of Petrol shares. Zavarovalnica Triglav responded by negating all the allegations of Istrabenz. On 9 February 2010, the District Court in Koper rendered a decision rejecting the claim and the counterclaim by Istrabenz holdinška družba d.d and ordered each party to bear their own costs. Zavarovalnica Triglav appealed against the ruling of the Court regarding its claim and the bearing of costs. 
    On 1 April 2011, the Higher Court in Koper issued a decision rejecting Zavarovalnica Triglav's appeal and confirming the judgement of the court of first instance. On 22 April 2011 Zavarovalnica Triglav d.d. requested a judicial review of the issued decision before the Supreme Court in Ljubljana.
     
  • Zavarovalnica Triglav (plaintiff) versus Milan Marolt and Nadežda Klemenčič (defendants) 
    Zavarovalnica Triglav filed a suit against Milan Marolt and Nadežda Klemenčič on 12 August 2004, claiming unlawful issuance of decisions and misuse of powers. The defendants claimed erroneous interpretation of the Companies Act and maintained there were no elements of tort as preconditions for liability for damages. The Court accepted their submissions and on 8 November 2006 rendered a decision rejecting the claim. On 29 December 2006 Zavarovanica Triglav appealed against the ruling of the court of first instance and on 9 January 2009 the Higher Court in Ljubljana ruled in favour of the appellant, reversed the decision and ordered a retrial at the court of first instance. On 11 January 2012 the court of first instance again rejected both claims. On 23 February 2012 Zavarovalnica Triglav appealed against the ruling of the court of first instance.
     
  • Legal action for the nullification of the resolutions of the General Meeting of Shareholders on 13 November 1999 and 20 February 2001 and of the decision of the Management Board on the increase of share capital by the issue of 1,800 new bonds.
    In the legal dispute of the Republic of Slovenia and the Social Attorney of the Republic of Slovenia (plaintiffs) versus Zavarovalnica Triglav, the courts of first and second instance rejected the claim for the nullification of Zavarovalnica Triglav's General Meeting of Shareholders' resolutions of 13 November, 1999 and 20 February, 2001, amending the Articles of Association of Zavarovalnica Triglav and the Management Board's decision on the increase of share capital by the issue of 1,800 new bonds. The plaintiffs claimed judicial review of the decisions issued by the court of first instance and the court of second instance. The Supreme Court of the Republic of Slovenia reversed the decisions of the inferior courts and ordered a retrial in the District Court in Ljubljana. On 27 January 2011 a court settlement was reached, in which the Republic of Slovenia and Social Attorney of the Republic of Slovenia withdrew the claims against Zavarovalnica Triglav, whilst each party accepted to bear their own costs. 
     
  • Vegrad d.d. (plaintiff) versus Gradis IPGI d.d. (defendant) 
    On 6 November 2007, Gradis IPGI d.d. and Vegrad d.d. signed a Service Agreement which involves over 25% of the total assets of Gradis IPGI d.d. As required by the Companies Act, such an agreement had to be made in the form of a notarial deed and approved by the General Meeting of Shareholders. On 4 February 2008 the General Meeting of Shareholders withheld its approval and as a result the Service Agreement never took effect. Vegrad challenged this decision and brought suit against Gradis IPGI, claiming EUR 15 million. In 2010, the court of first instance issued a decision rejecting Vegrad's claim and ruled that the disputed agreement is null and void. The ruling was confirmed by the decision of the Higher Court in Ljubljana. The judgement thus became final on 23 November 2010.
    With regard to the above mentioned Service Agreement, Vegrad d.d. filed three requests for execution, which were based on an authentic document, against Gradis IPGI d.d. in 2008 (twice for the payment of EUR 521,739 and once for the payment of EUR 1,565,217 with lawful default interest). The requests concern services allegedly provided under the Service Agreement of 6 November 2007. Gradis IPGI d.d. appealed in due time. The Court thus repealed the enforcement notices insofar as they allow enforcement, appointed an enforcement officer and declared that the competent District Court shall decide the case in civil proceedings. Considering the Court's final decision declaring the agreement on which the claims are based as null and void, Vegrad d.d., in bankruptcy proceedings, is not entitled to said payments. At the end of 2011 all three execution procedures ended in court settlements, in which Vegrad d.d., in bankruptcy proceedings, withdrew requests for execution and all three proceedings were concluded with the force of res judicata.
     
  • Triglav Zdravstvena zavarovalnica d.d. versus the former presidents and members of the Management Board
    Triglav Zdravstvena zavarovalnica d.d. filed a suit against the former presidents and members of the Management Board, Danijel Starman and Gregor Strmčnik, claiming payment of EUR 704,132.63 for breach of obligations and negligence regarding their authorisations to clear and pay invoices. The case is being heard by the District Court in Ljubljana under ref. no. V Pg 2302/2011.
     
  • Triglav Naložbe d.d. versus the former presidents and members of the Management Board
    In 2010 Triglav Naložbe filed a damages claim against Metka Petek, the former president of the Management Board and Robert Čehovin, a former member of the Management Board of Triglav Naložbe d.d., Ljubljana, in which the company claims EUR 547,834.25 in compensation for damages it sustained as a result of the decision of the Management Board to purchase shares of Siteep d.d., against which insolvency proceedings were initiated shortly afterwards. The proceedings are still pending.
     
  • Triglav Naložbe d.d. (plaintiff) versus Informativna TV produkcija d.o.o.
    In 2010 Triglav Naložbe d.d. filed a damages claim against Informativna TV produkcija d.o.o. for payment from a bankruptcy estate. A bankruptcy procedure was initiated upon the proposal of Triglav Naložbe d.d. The claim by Triglav naložbe d.d. totalling EUR 3.9 million was fully recognised and included in the final list of tested receivables. The official receiver found that the bankrupt had EUR 800,000 of receivables, however, the debtors had not been responding. On 16 December 2011 Triglav naložbe d.d. invited the official receiver to realise the bankruptcy estate, which probably arises from acquired bank account statements and protection of the bankrupt's interests.
     
  • Triglav Osiguruvanje a.d., Skopje (plaintiff) versus the former Head of Legal Department, Vesna Spirovska
    In 2010 Triglav Osiguruvanje a.d., Skopje, filed two damages claims against Vesna Spirovska, the former Head of the Legal Department in the Macedonian subsidiary Triglav Osiguruvanje a.d., Skopje. Triglav Osiguruvanje a.d. claimed EUR 830,000 for the damages it sustained as a result of Ms. Spirovska's illegal conduct, which also represented a serious breach of her work obligations. The proceedings before the first instance court were stayed due to the criminal prosecution against Vesna Spirovska for the criminal offence of abuse of authority.
     
  • Jugobanka a.d., Belgrade, in bankruptcy proceedings, and new creditor Municipium S (plaintiff) versus Slovenijales d.d. (defendant)
    In three claims, Jugobanka demands that Slovenijales d.d. pay the principal totalling USD 5,545,153 together with default interest for the period starting on 1. December 1994. The claim concerns guarantees allegedly issued by Slovenijales for liabilities of its subsidiaries in the USA, Canada and Australia. At a public auction Jugobanka's liabilities were acquired by Municipium S, which later sold them to Fincor Invest Anstalt AG; according to information obtained from other judicial records. The defendant has contested their capacity to bring proceedings and the capacity to be sued and has filed a time-barring of claims. The court appointed expert witnesses to determine the amount of the defendant's potential debt. In one of the three claims (USD 765,000 exclusive of accrued interest and other fees & charges) the court issued a decision rejecting the claim in its entirety. The judgement was final, nonetheless, Jugobanka claimed judicial review in October 2011.
    The Supreme Court in Belgrade has not yet decided on the merits of the review. In the other two cases (USD 238,000 and USD 4,541,000 exclusive of accrued interest and other fees & charges) main hearings have not yet been concluded and no decisions have been rendered.
     
  • Fincor Invest Anstalt AG versus Slovenijales d.d. 
    As stated above, by endorsing the bills it acquired at a public auction, Municipium S sold its receivables to Fincor Invest Anstalt. 
    The proceedings were initiated in 2010 on the proposal for execution based on an authentic document (bills of exchange) and filed by Fincor Invest Anstalt. The court referred the matter to the District Court in Ljubljana, which will decide the case in a civil proceeding.
    In these proceedings the plaintiff demands payment of a bill of exchange amounting to EUR 7,295,131, inclusive of default interest for the period starting on 23 September. The defendant contests the required payment and claims the transfer of the bill of exchange from its previous owner to the plaintiff to be null and void. It simultaneously raises an objection regarding the due date of the bills. The main hearing was concluded in December 2011. A decision was issued in which all claims by Fincor Invest Anstalt were rejected. The decision is not final, since the plaintiff has appealed. The said decision rejected the claim by Slovenijales d.d. for an interim injunction to prohibit Fincor Invest Anstalt from disposing the remaining shares in its possession. Slovenijales d.d. appealed against that part of the decision.
    In 2010 and 2011 preliminary injunctions with attachment of liquidity, attachment of certain receivables from rents and subscription of mortgage on two real properties held by Slovenijales d.d. were issued, in order to secure the alleged claims of the creditor, Fincor Invest Anstalt. On 16 December 2011 all prior injunctions were fully cancelled by the court.
    The decision ordering the securing of a request for the seizure of property benefits issued by the investigating judge in the police procedure on 23 June 2011 for the suspicion of criminal offence of money laundering was reversed by the decision of investigating judge on 26 September 2011.
     
  • "Sloga", Serbia versus Slovenijales d.d.
    The proceedings were initiated in 1991 on the proposal for execution based on an authentic document (principal plus interest as at 2 March 2007 amounted to EUR 623,640). The enforcement notice, issued in 1991, has been repealed in full on the basis of an appeal by Slovenijales. The proceedings continued before the litigation court, i.e. the District Court in Ljubljana, which has not yet fixed the date of the oral hearing. According to the judicial records and the contents of the case file, the outcome of the case is uncertain.
     
  • Westminster network Ltd. versus Triglav pojišt'ovna a.s., Brno
    The claim for EUR 1,585,370 was filed in 2009 and refers to a cooperation agreement concluded between the plaintiff's predecessor as the insurance agent and Triglav pojišt'ovna a.s. Brno as the insurer, on the basis of which the plaintiff's predecessor in law was entitled to a commission. The plaintiff claims the payment of commission for the period from March 2007 to October 2009. In 2010 the receivables were sold to Barcolanza a.s. Brno, which then continued the suit against Triglav pojišt'ovna. At a hearing on 13 October 2011 the first instance court ruled in favour of the defendant. The ruling was serviced on 12 January 2012. The plaintiff had a 15-day appeal period, which expired on 27 January 2012. There is no information about a potential appeal.

Other legal disputes
 

  • Two major claims were filed for damages against Triglav osiguranje d.d., Zagreb, the first one in 1998 in the amount of EUR 1,026,667.00 and the second one in 2004 for EUR 502,509.00.

  • Two major claims were filed against Triglav osiguranje d.d., Sarajevo, the first one for damages in 2009 in the amount of EUR 1,918,029.55 and the second one for immaterial damages in 2011 for EUR 502,509.00.

  • Two major claims were filed for damages against Triglav osiguranje d.d., Belgrade, the first one in 2007 in the amount of EUR 2,125,000 and the second one in 2008 for EUR 656,000. 

  • Triglav osiguranje d.d., Sarajevo filed a major claim in 2011 for a loan return in the amount of EUR 1,075,029.70, and in 2011 administrative proceedings were initiated for the income tax refund in the amount of EUR 1,824,963.78.

Labour disputes
 

  • As at 31 December 2011 there were 17 labour disputes involving employees or the former employees as plaintiffs. Total claims as at the same date amounted to approximately EUR 470,000. Nine of the above labour suits were concluded with a final decision before 31 December 2011 and the plaintiffs claimed judicial review. As Zavarovalnica Triglav expects to win these disputes, the total amount of claims might be significantly lower than pleaded. In one of the cases, the plaintiff has already received their salary in arrears, as the Supreme Court ruled that the contract termination had been lawful and that the paid amount of EUR 90,000 shall be recovered.

  • In 2011, the Company was served only one new lawsuit for wrongful extraordinary termination of an employment contract. The plaintiff is seeking reinstatement. In the reporting year, many disputes were finally resolved, in which liabilities were lower than the funds allocated for that purpose.
 
 
 
 
 
 
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