Report of the Supervisory Board

Report of the Supervisory Board of Zavarovalnica Triglav d.d. on the Verification of the Annual Report of Zavarovalnica Triglav d.d. and the Triglav Group for 2014 and Opinion of the Supervisory Board of Zavarovalnica Triglav d.d. on the Annual Internal Audit Report of the Internal Audit Department for 2014

The Supervisory Board in 2014 actively monitored and supervised the operations of Zavarovalnica Triglav d.d. and the Triglav Group. It regularly examined reports on various aspects of the Company’s and the Group’s business, adopted appropriate resolutions and followed their implementation. Individual issues were initially discussed within the framework of the Supervisory Board’s committees; upon careful examination of their findings, the Supervisory Board then passed appropriate resolutions.

The Supervisory Board carried out its work in the scope of its powers and competences set out by law, the Articles of Association and its own Rules of Procedure.

1. Introduction
2. General information
3. Operations of the Supervisory Board in 2014 and the scope of supervision over the Company’s governance
4. Performance self assessment
5. Opinion on the Annual Internal Audit Report for 2014
6. Findings of the Supervisory Board regarding the operations of Zavarovalnica Triglav d.d. in 2014

7. Annual Report

On 18 March 2015, the Management Board submitted the audited Annual Report of Zavarovalnica Triglav d.d. for 2014 and the audited Annual Report for the Triglav Group for 2014 to the Supervisory Board.

The Supervisory Board hereby ascertains that the annual reports were compiled within the legally prescribed period and submitted to the appointed auditor. The Annual Report of Zavarovalnica Triglav d.d. for 2014 was audited by the audit firm Ernst & Young, Revizija, poslovno svetovanje d.o.o., Ljubljana, which on 17 March 2015 issued a positive opinion on the Annual Report of Zavarovalnica Triglav d.d. for 2014 and the Annual Report of the Triglav Group for 2014 and an opinion that the annual reports are in compliance with the audited financial statements.

The certified auditor who signed the annual reports attended the discussions of the Supervisory Board and the Audit Committee of the said annual reports and provided the required additional explanations. The Audit Committee discussed the Letter to the Management after the preliminary audit, and on the basis of the certified auditors’ report established that the Letter to the Management after the audit would not contain material disclosures that could affect the submitted audited financial statements for 2014.

The certified auditors find that in all material aspects the financial statements for 2014 and the data disclosed in the accounting report were compiled in accordance with the applicable accounting standards and the legislation in force in the countries where the subsidiaries operate, and that appropriate adjustments were made to comply with the International Financial Reporting Standards.

On the basis of a detailed examination, the Supervisory Board found that the Annual Report of Zavarovalnica Triglav d.d. for 2014 and the Annual Report of the Triglav Group for 2014, drawn up by the Management Board and audited by the certified auditor, were compiled in a clear and transparent manner to give a true and fair view of the assets, liabilities, financial position and profit or loss of Zavarovalnica Triglav d.d. and the Triglav Group.

In accordance with the aforementioned findings, the Supervisory Board expresses no objection to the positive opinion of the certified audit firm Ernst & Young, Revizija, poslovno svetovanje d.o.o., Ljubljana, which found that in all material respects, the financial statements present a true and fair view of the financial position of Zavarovalnica Triglav d.d. as at 31 December 2014, its profit or loss and cash flows for the year then ended, in accordance with the International Financial Reporting Standards as approved by the EU and the requirements of the Companies Act relating to the compilation of financial statements.

The Supervisory Board expresses no objection to the positive opinion of the certified audit firm Ernst & Young, Revizija, poslovno svetovanje d.o.o., Ljubljana, which found that in all material respects, the financial statements present a true and fair view of the financial position of the Triglav Group as at 31 December 2014, its profit or loss and cash flows for the year then ended, in accordance with the International Financial Reporting Standards as approved by the EU and the requirements of the Companies Act relating to the compilation of financial statements.

In view of the above, the Supervisory Board hereby approves the Audited Annual Report of Zavarovalnica Triglav d.d. for the Year Ended 31 December 2014 and the Audited Annual Report of the Triglav Group for the Year Ended 31 December 2014.

8. Proposal for the distribution of accumulated profits

The Supervisory Board also examined the Management Board’s proposal for the distribution of accumulated profits as at 31 December 2014, subject to a final decision by the General Meeting of Shareholders of Zavarovalnica Triglav d.d. and approved the following draft resolution proposed by Management Board to the General Meeting:

“The Company’s accumulated profits, which amounted to EUR 61,687,036.62 as at 31 December 2014, shall be distributed as follows:

  • EUR ­­­­­­­­­­­­­­­­­56,837,870.00 of the accumulated profits to dividend payments. The gross dividend per share of EUR 2.50 shall be paid to the shareholders entered in the Shareholders’ Register no later than two days after the day of the General Meeting of Shareholders, within 30 days of the adoption of this resolution.
  • The distribution of the remaining accumulated profits of EUR 4,849,166.62 shall be decided on in subsequent years.”

The Supervisory Board hereby proposes to the General Meeting of Shareholders to grant a discharge to the Management Board for its work in 2014.

Matej Runjak,

Chairman of the Supervisory Board

Ljubljana, 2 April 2015

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