Vzajemna on the Stock Exchange – Learn About Your Rights as a Shareholder

09 March 2026

Investor Protection

On 4 March 2026, shares of the company Vzajemna Health Insurance Company d.d., Ljubljana (Vzajemna) began trading on the Ljubljana Stock Exchange. Former insured persons acquired property and management rights in the form of shares in exchange for their membership rights under the Act on the Status Transformation of Vzajemna (ZSPVZZ), thereby becoming shareholders of the company. On the date of the shares' listing, Vzajemna had 444,753 shareholders, representing a company with highly fragmented ownership and the largest number of shareholders among all stock exchange-listed companies.

Beneficiaries must arrange for the transfer of Vzajemna shares themselves, no later than 4 March 2028. They may transfer them to a trading account or open an Individual Investment Account (INR) with providers thereof. The register of INR providers is published on the website of the Securities Market Agency (ATVP). Shares may also be transferred to family members, as stipulated by the ZSPVZZ.

Shares

Vzajemna shares are ordinary, registered, and were issued in dematerialized form at the Central Securities Depository (KDD). Detailed information about the Vzajemna share is available to shareholders or investors in the Prospectus, which was prepared by the issuer upon entry to the stock exchange and for which consent was obtained from the ATVP. Since listing, the issuer is obliged to provide the investment public with information about its operations and financial position. The issuer has chosen SEOnet of the Ljubljana Stock Exchange as the place for publications.

Below are some pieces of information applicable to shareholders of Vzajemna, which are largely useful in the case of any other shares listed for organized trading.

Shareholder Rights:

– voting rights and the right to participate in the general meeting, with each share entitling the holder to 1 vote,

– right to a share in profits (dividends), meaning that in the event of a profit, it belongs to shareholders who may receive it in the form of dividends, as voted on by shareholders at the general meeting,

– pre-emptive right – in accordance with the Companies Act (ZGD-1), every shareholder has a pre-emptive right to subscribe to new shares in the event of an increase in the share capital, in proportion to their share in the issuer's share capital, unless this right is legally excluded by a majority of at least 75% of votes cast,

– right to a share in the residual assets upon liquidation or bankruptcy – shareholders are entitled to a proportional share of the residual assets after the settlement of all liabilities of the issuer,

– right to information – the management is obliged to inform shareholders in accordance with the ZGD-1; for companies whose shares are traded on an organized market (public companies), this also applies in accordance with the Financial Instruments Market Act (ZTFI-1) (higher standard of reporting obligations). Compared to joint-stock companies whose shares are not listed for organized trading, the requirement for greater transparency of public companies represents one of the key advantages for investors, as shareholders of public companies have access to more information for making informed investment decisions.

Additional Information on Shareholder Rights

Shareholder rights in a broader sense are regulated by the ZGD-1, and in terms of transparency and trading on an organized market by the ZTFI-1, while the Takeover Act (ZPre-1) also offers protection for shareholders in the event of a takeover of a public company. We additionally present some special treatments and shareholder rights in the company.

Exercise of Voting Rights via Proxies

Enables shareholders to vote at the general meeting through an authorized representative. For proper execution, it is appropriate to check the company's statutes and the notice of the general meeting, which among other things also determine the rules for voting based on a proxy. If voting at the general meeting is conducted through organized collection of proxies, one must also act in accordance with Article 310 of the ZGD-1. A proxy within the framework of organized collection of proxies must be in writing and must clearly define the scope of representation (proposal of resolutions, proposal of the authorized person regarding voting on individual resolution proposals, etc.). The proxyholder thus votes in accordance with the explicit instructions of the shareholder. The proxy is valid only for one general meeting and the shareholder may revoke it at any time.

Organized collection of proxies in accordance with the ZGD-1 does not count as concerted action as known by the ZPre-1, unless it is a hidden agreement whose goal is to acquire or consolidate control over a joint-stock company whose shares are traded on an organized market (target company). However, in this case, the authorized person must previously inform the ATVP of the intention, reasons, and method of organized collection of proxies in the target company; otherwise, it is presumed that the organized collection of proxies constitutes a hidden agreement from the previous sentence.

Protection of shareholders in the event of withdrawal of shares from the organized market or protection of shareholders in the event of exclusion of minority shareholders is regulated by the ZTFI-1 and ZPre-1 as well as the ZGD-1. Legislation thus allows shareholders to assert their property rights even in the event that the company decides to withdraw shares from the organized market, or when the main (majority) shareholder decides to carry out the exclusion of shareholders ("forced" transfer of shares to the main shareholder). Legislation in both cases (minority) shareholders guarantees the right to assert appropriate monetary compensation, specifically in the procedure explicitly prescribed for this purpose.

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