S T A T U T E of TRIGLAV INSURANCE COMPANY

Transcription

1 S T A T U T E of TRIGLAV INSURANCE COMPANY Registered name and registered seat of the insurance company Article 1 (one) The registered name of the insurance company is: ZAVAROVALNICA TRIGLAV, d. d. The registered seat of the insurance company is in Ljubljana. The business address of the insurance company is: Miklošičeva 19 (nineteen), Ljubljana. Besides the registered name, the insurance company uses a registered trademark in its business operations. The description and application of the registered trademark is defined by a special Act on standards of integral graphical design of the insurance company, which is adopted by the Management Board of the insurance company. The insurance company is incorporated for an indefinite period of time. The fundamental aim of the insurance company shall exclusively be independent pursuit of gainful activities on the market. The insurance company shall be liable for its obligations with its entire assets. Activities of the insurance company Article 2 (two) The activities of the insurance company are: - Performing insurance operations of insurance types in the area of non-life (property) insurance; - Performing insurance operations of all insurance types in the insurance area of Life insurance; - Activities of pension fund management in accordance with law, regulating pension funds; - Performing mandatory traffic insurances; - Performing supplementary health insurances in accordance with law, regulating the supplementary health insurances; - Performing insurance business in the area of passive re-insurance.

2 The insurance company performs other operations, directly related to the insurance business, mainly: - Futures operations, option dealings and operations with similar financial instruments, performed for the protection from risks, occurring due to changes and variations in exchange rates and interest rates; - Sales agency and sale of damaged goods that devolve upon the insurance company in the process of resolving of claims; - Execution of measures for prevention and dismissal of risks endangering insured property and persons; - Repairs of insured person s damaged assets, transport and warehousing of damaged assets; - Evaluation of the exposure degree of insured subjects and damage evaluations; - Performance of assistance and other intellectual and technical services, related to insurance business; - Agency in conclusion of insurance operations for insurance companies from the same insurance group. - brokerage in investment coupons of mutual investment funds in accordance with the law governing investment funds and management companies or in the case of banks or other financial institutions in accordance with the law governing banking and/or securities markets. In accordance to the valid standard classification of activities, the operations and businesses set forth in Paragraphs one and two of this Article are classified as follows: Activities of Life insurance Activities of pension funds Other insurances, except Life insurance Evaluation of risk and damage Activities of insurance agents Other auxiliary activities in insurance and pension funds Other activities auxiliary to financial services, other than insurance and pension funding. Besides its regular activities, the insurance company may perform other operations, that do not represent its regular activities, but are necessary for its existence, mainly: Financial transactions related to investments of its funds, acquisition of immovable property and management of immovable property, management of a data processing system and similar. Share Capital and Shares Article 3 (three) The share capital of the insurance company amounts to 73,701, (seventy three million, seven hundred and one thousand, three hundred and ninety one 79/100 euros)

3 The share capital is divided into (twenty two million seven hundred thirty five thousand one hundred forty eight) ordinary registered unit shares. Each share holds an equal part and appurtenant amount in the share capital. The portion of each unit share in the share capital is defined with regard to the number of the issued unit shares. The shares are issued in a form of dematerialised securities in accordance with the law. In relations to the insurance company, a person, entered into the share register shall be considered as a shareholder. Article 4 (four) The share register is managed by the Central Securities Clearing Corporation (KDD) in Ljubljana. A shareholder, entered into the share register, shall be entitled to all shareholder's rights, provided by the insurance company. Every shareholder has an unlimited right to an insight into the share register. Article 5 (five) An ordinary share shall provide to each of its holders the right to: - One vote in the Shareholders' Assembly; - Proportional dividends from the profit, intended for the payment of the dividends; - Proportional share from the remaining bankruptcy or liquidation mass after the repayment of the preference shareholders in the cases of bankruptcy or liquidation. Article 5 a (five a) The Management Board is authorized to increase the share capital of the insurance company by up to 11,055, (eleven million, fifty five thousand, two hundred and eight 77/100 euros), by issuing new shares in exchange for contributions in money within the first five years after the recording of the changes of this Statute in the Register. The issuing of new shares, the level of increase of the share capital, contents of rights related to the new shares and conditions for the issuing of new shares shall be decided by the Management Board and by consensus of the Supervisory Board The Supervisory Board is authorized to harmonise the text of this Statute after the issuing of new shares and the increase of the share capital, in accordance with the provision of this Article. Article 6 (six)

4 Forced withdrawal of shares shall be allowed in cases of covering of losses with the decrease of the share capital and must be based on a decision adopted by the Shareholders Assembly.

5 Article 7 (seven) The insurance company publishes data or messages, for which the obligation of public announcement is mandatory, via the System of Electronic Communication of the Ljubljana Stock Exchange (SEOnet), unless valid regulations define another mandatory form of public communication. Organization of the Insurance Company Article 8 (eight) The insurance company conducts its activities in Slovenia and abroad at its registered seat, in regional units, through branches and within organizational units, defined in Rules on organization and business operations of the insurance company. The organization and operations are regulated in a special statute, adopted by the Management Board of the insurance company. Article 9 (nine) The regional units of the insurance company are entered into the Court register as branch offices of the insurance company, with rights and obligations in legal operations performance of insurance operations within the scope of the activities of the insurance company. Article 10 (ten) A special Act, adopted by the Management Board of the insurance company, shall define the conditions for the establishment of an insurance group and the demands regarding the mandatory definition and usage of additional elements of the names of affiliated companies. Internal Auditing Article 11 (eleven) In order to assure execution of integral and constant surveillance over legality and correctness of the performance of insurance operations and the keeping of business books of the insurance company, a special internal auditing service is organized within the insurance company, functioning as an independent organizational unit. The tasks of the internal auditing, modes of its operations and the authorizations and responsibilities of the employees of the internal auditing service are defined by the Rules on Internal Auditing, adopted by the Management Board with a consensus by the Supervisory Board. The Management Board must by the end of each business year adopt the Program of work of internal auditing service for the next business year. The Supervisory Board

6 must give consensus to the adopted annual program of work of internal auditing service. Management of the Insurance Company Article 12 (twelve) The managing bodies of the Insurance company are: the Management Board, the Supervisory Board and the Shareholders Assembly. The bodies of the insurance company perform business in accordance with the law and other regulations, the insurance company s Statute and in accordance with its Rules of procedure. Article 13 (thirteen) The insurance company is managed by the Management Board, appointed by the Supervisory Board. The Management Board has at least 3 (three) and no more than 6 (six) members, one of them being the President of the Management Board. The precise number of the members of the Management Board and the area of individual members work shall be defined by the Supervisory Board in the Act on the Management Board. The President of the Management Board proposes to the Supervisory Board the appointment or recall of all or of individual members of the Management Board. The President of the Management Board and all members of the Management Board must be employed with the insurance company for indefinite period and with a full working time. Article 14 (fourteen) When so provided by a special law, the insurance company has a Workers Director, who is ranked as a member of the Management Board. The Supervisory Board may at any time recall an individual member of the Management Board or the President of the Management Board, if it establishes that any of the members of the Management Board materially violated the duties and responsibilities of a member of the Management Board, provided by the law and regulations, adopted on the basis of the law. Article 15 (fifteen) The mandate of the President and the members of the Management Board is up to 5 (five) years and they may be reappointed without limitations.

7 Article 16 (sixteen) The Management Board represents the insurance company without limitations. In legal operations, the insurance company is always jointly represented by two members of the Management Board: the President and one member of the Management Board. In case of inability to perform such representation, the Supervisory Board may decide that the insurance company is to be represented by two members of the Management Board. Individual member of the Management Board may represent the insurance company within the scope of operations, for which he or she has been authorized. The division of work among the President and the members of the Management Board and the authorizations to represent the insurance company are defined in the Act on the Management Board, adopted by the Supervisory Board. Article 17 (seventeen) The Management Board adopts decisions with a simple majority of votes. In case of a tie-vote, the vote of the President of the Management Board prevails. Article 18 (eighteen) A person fulfilling the requirements set forth by the Insurance Act may be appointed as a member or President of the Management Board. Article 19 (nineteen) Individual rights and obligations of the President and the members of the Management Board are defined in a contract, concluded between the Supervisory Board and the President and members of the Management Board. The President and members of the Management Board may not participate in profit sharing, unless otherwise stipulated in the act regulating the financial participation. Contracts with the President and the members of the Management Board are signed (concluded) by the president of the Supervisory Board. Article 20 (twenty) The insurance company has a Supervisory Board, constituted of the following 9 (nine) members: - 6 (six) members representing the shareholders, and - 3 (three) members representing the workers (employees) of the insurance company. The members of the Supervisory Board who represent the shareholders are elected by the Shareholders Assembly of the insurance company.

8 The members of the Supervisory Board who represent the workers are elected by the Workers Board of the insurance company. The decision of the Workers Board on the elected representatives in the Supervisory Board is communicated to the Shareholders Assembly of the insurance company. The President of the Supervisory Board and his or her deputy are elected by the Supervisory Board from among the members of the Supervisory Board. The President and his or her deputy are representatives of the shareholders. Article 21 (twenty one) A member of the Supervisory Board may be recalled by the Shareholders' Assembly before the expiry of the mandate. The Shareholders Assembly of the insurance company elects a new member in place of the recalled member. The mandate of the new member lasts until the expiry of the Supervisory Board s mandate. Article 22 (twenty two) The mandate of the members of the Supervisory Board is 4 (four) years and they may be reappointed without limitations. Article 23 (twenty three) Besides the competences defined in the Commercial Companies Act, the Supervisory Board has the following competences: - To give consent to the Management Board for the definition of the business policy of the insurance company; - To give consent to the Management Board for the definition of the financial plan of the insurance company; - To give consent to the Management Board for the definition of the organizational system of internal controls; - To give consent to the Management Board for the definition of the framework annual program of the internal auditing activities; - To decide upon other matters, define in the Insurance Act. During the activities of supervision of the management of the insurance company, the Supervisory Board must: - Control the suitability of the proceedings and efficiency of the internal auditing activities; - Deliberate on the findings of the Agency for Insurance Control, Tax inspection and other supervisory authorities in the processes of financial control of the company s activities; - Examine annual and other financial reports of the insurance company and issue a substantiated opinion on the subject;

9 - Expound to the Shareholders Assembly its opinion on the annual report of the internal auditing service and conduct a written repost on that subject for the Shareholders Assembly; - Examine the proposal for the division of the profit for appropriation, presented by the Management Board and conduct a written report on that subject for the Shareholders Assembly; - Examine the conducted annual report, presented by the Management Board, draft an opinion regarding the auditors report, conduct a written report on that subject for the Shareholders Assembly and state eventual annotations to the annual report or adopt the annual report. Within the scope of its competences, the Supervisory Board may examine relevant decisions of the competent bodies of the company, examine the business books of the company, stored securities and the cash-desk and other documentation, through which the Supervisory Board is acquainted with the data and facts related to the business operations of the insurance company. The Supervisory Board may define the types of business operations that may only be conducted upon its approval. Article 24 (twenty four) The Supervisory Board has a quorum if at least half of its members are present at the deciding. The President of the Supervisory Board and his or her deputy must be present. The Supervisory Board decides with a majority of handed votes of the members present at deciding. Article 25 (twenty five) The members of the Supervisory Board are entitled to attendance fees for their work at the meetings of committees and additional bonuses for special activities, if it is so decided by the Assembly and in the amount defined by the Assembly. The members of the Supervisory Board are entitled to reimbursement of transportation costs, daily allowance and accommodation costs in the amount defined in the regulations regulating the reimbursement of work-related expenses and other incomes which are excluded from the tax base. The Assembly may specify the terms and conditions of eligibility for reimbursement of accommodation costs with an order.

10 Shareholders Assembly Article 26 (twenty six) The Shareholders Assembly is constituted of shareholders, who execute their rights at the meetings of the Shareholders Assembly. The right to attend a meeting of the Shareholders Assembly shall have all shareholders, who are at the end the fourth day before the date of the Shareholders Assembly meeting entered into the share register managed by the Central Securities Clearing Corporation (KDD). A shareholder with the right to attend the meeting of the Shareholders Assembly may attend the meeting and exercise the voting right, if he or she applies to be present at the meeting no later than at the end of the fourth day prior to the date of the Shareholders Assembly meeting. A shareholder with the right to attend the meeting of the Shareholders Assembly may authorize a proxy (representative) to attend the meeting and exercise the voting rights at the meeting. The proxy must submit a written authorization no later that by the opening of the Shareholders Assembly meeting. A shareholder may also submit a written authorization by fax to the insurance company, to the number of fax specified by the insurance company when the Shareholders Assembly is convened. Shareholders with a share larger that 5 (five) % of the insurance company's share capital are entitled to receive the material and full content of the proposed decisions to their registered seat and/or to their permanent residency address. Article 27 (twenty seven) The Shareholders Assembly has the following competences: - Adopts the annual report on business operations of the insurance company, in case the Supervisory Board didn t adopt the annual report and in case the Supervisory Board and the Management board transfer the right to adopt the annual report to the Shareholders Assembly; - Decides on the utilization of the profit for appropriation, upon a proposal by the Management Board and a report by the Supervisory Board; - Appoints and recalls the members of the Supervisory Board; - Decides on the modifications of the Statute; - Decides on the measures to increase and decrease the share capital; - Decides on the termination of the insurance company and on modifications of its status; - Decides on other issues, provided so by the Commercial Companies Act and this Statute; - Decides on the remuneration for the work of the Supervisory Board; - Appoints an auditor, on the basis of a proposal by the Supervisory Board; - Decides on the discharge statement for the members of the Management Board and the Supervisory Board.

11 Article 28 (twenty eight) The decisions of the Shareholders Assembly shall be valid if at least 10% of shareholders with the right to vote are present at the meeting. Majority of handed votes of the shareholders is required for the adoption of a Shareholders Assembly decision. The shareholders exercise their voting rights at the Shareholders Assembly by use of technical means and/or by use of written ballots. The right to vote may be exercised by a shareholder s proxy with a written authorization. Article 29 (twenty nine) The regular Shareholders Assembly meeting is convened at least once annually, no later than by the end of August of each year. The Shareholders Assembly meeting may also by convened in other cases, defined by the lay and the Statute and in cases, when it is in the interest of the insurance company. The Shareholders Assembly shall be convened at the registered seat of the insurance company or at a regional unit of the insurance company or at another suitable premises in the place of the company s registered seat. Authorized Actuary Article 30 (thirty) For the purposes of operations, consisting verification or calculation of premiums and formation of insurance-technical reservations in accordance with the regulations that are calculated or formed to provide continuous fulfilment of all of the insurance company s obligations defined in the insurance contracts, the Management Board of the insurance company appoints an Authorized Actuary, as follows: - An Authorized Actuary for the insurance group of Life insurances; and - An Authorized Actuary for the insurance group of property (non-life) insurances. Only persons, fulfilling the following criteria may be appointed as Authorized Actuaries: - Persons holding a valid permit issued by the Agency for insurance control for the performance of tasks of Authorized Actuaries; - Persons who are not members of the Management Board or procurators of the insurance company;

12 - Persons who are not directly or indirectly involved in the insurance company. Within the scope of the performance of his or her duties, an Authorized Actuary must present to the Management Board and the Supervisory Board the following documents: - Opinion on the annual report of the insurance company; - Report on findings related to the inspection, performed in the past business year while executing the duties from the first paragraph of this Article. The report must be submitted together with the opinion from the previous point. Usage of the Profit for Appropriation Article 31 (thirty one) The Management board must consider the relevant provisions of the Commercial Companies Act, other laws and the Statute of the insurance company for the formation of the proposal to use of the profit for appropriation, which is submitted to the Supervisory Board together with the audited annual report. The profit for appropriation may be used for the following purposes: - Payment to the shareholders; - for the rewards to the members of the Management Board, which in total may not exceed 10% (ten) of the reported net profit to the extent permitted by the applicable law; - for payments to workers in accordance with the law, regulating the involvement of employees in profit sharing; - for other reserves from the profit, which cannot be used for payments to shareholders or others with a decision on the use of distributable profit according to the procedure in compliance with the law. Article 32 (thirty two) The Management Board of the insurance company is authorized to pay-out intermediate dividends after the completion of a business year in relation with the expected distributable profit, if the preliminary accounts for the previous year disclose net profit. The legal limitation for the definition of the level of intermediate dividends must be followed by the Management board. The payment of intermediate dividends must be approved by the Supervisory Board of the insurance company.

13 Formation of Statutory Reserves and Reservations Article 33 (thirty three) The insurance company may form statutory reserves in the amount of 20 (twenty) % of the share capital of the insurance company. The statutory reserves are formed by Management Board diverting 5 (five) % of net profits in an individual business year, decreased by eventual amounts, used for the covering of transferred losses, formation of mandatory reserves and reserves of profit. The statutory reserves may by used for the covering of net losses of a business year and for the covering of transferred losses, for the reserves intended for own (business) shares, for the increase of the share capital from the assets of the company and for the purposes of adjusting the policy of dividends. Article 34 (thirty four) The insurance company may form special reservations for covering of severe damages (detriments). The mode of formation and usage of the reservations defined in the previous Paragraph shall be defined in a special Regulation, adopted by the Management board if the insurance company. Article 35 (thirty five) For realization of the rights of the insured persons to participate in the profit derived from their insurances and/or other rights on the basis of the insurance contracts, the insurance company shall form reservations for bonuses. The mode of formation ad the usage of the reservations set forth in the previous Paragraph shall be defined in a special Regulation, adopted by the Management Board of the insurance company. Prohibition of Competition Article 36 (thirty six) The members of the Supervisory Board and the members of the Management Board may not perform activities in favour of their of third person's accounts, if such activities could be competitive to the activities of the insurance company. Business Secret Article 37 (thirty seven) The Management Board in a special decision defines data that are considered business secret and persons, obligated to keep and protect the business secrets.

14 Transitory and Final Provisions Article 38 (thirty eight) The Supervisory Board is authorized for the modifications of this Statute, if the modifications only relate to consolidation of the Statute s text with validly adopted decisions. Article 39 (thirty nine) This Statute shall become effective with the date of its entry into the Court Register. Article 40 (forty) This Statute is constituted and signed in one original copy and the notary public shall produce notarial copies of the Statute for the purposes of its entry into the Court Register and for the archive of the company. Signature and stamp of the notary: