Zavarovalnica Triglav

M&A Activity • Apr 25, 2024

The English translation is for the convenience of English-speaking readers. However, only the Slovene text has any legal value.

Pursuant to paragraph two of Article 599 in conjunction with paragraph one of Article 586 of the Companies Act (hereinafter: ZGD-1), the Management Board of ZAVAROVALNICA TRIGLAV d.d., Miklošičeva 19, 1000 Ljubljana (hereinafter: Zavarovalnica Triglav d.d. or the transferee company) and the Management Board of TRIGLAV, ZDRAVSTVENA ZAVAROVALNICA d.d., Dunajska cesta 22, 1000 Ljubljana (hereinafter: the transferor company) hereby publish the following

notice

that on 24 April 2024 the Agreement on the merger of TRIGLAV, ZDRAVSTVENA ZAVAROVALNICA d.d., Dunajska cesta 22, 1000 Ljubljana, registration No 5848091000, with ZAVAROVALNICA TRIGLAV d.d., Miklošičeva 19, 1000 Ljubljana, registration No 5063345000, (hereinafter: the merger agreement) was submitted to the register of companies at the Ljubljana District Court.

The merger procedure is being conducted in accordance with the simplified merger procedure pursuant to Article 599 of the ZGD-1, as the transferee company holds all the shares of the transferor company.

The merger agreement, which was executed by the transferee company and the transferor company as a notarial deed on 23 April 2024, was reviewed by the members of the supervisory boards of both companies on that same day.

As the transferee company holds all the shares of the transferor company, the validity of the merger agreement does not require the consent of the general meeting of shareholders of the transferee company for the merger (point 1 of paragraph one of Article 599 of the ZGD-1), nor does it require the consent of the general meeting of shareholders of the transferor company for the merger (paragraph five of Article 599 of the ZGD-1). The management board of the transferee company has not, and will not, request that the general meeting of shareholders of the transferee company decide on granting consent to the merger.

Pursuant to paragraph three of Article 599 of the ZGD-1, the Management Board of ZAVAROVALNICA TRIGLAV d.d. hereby informs the shareholders of ZAVAROVALNICA TRIGLAV d.d. that, in a simplified merger procedure where the validity of the merger agreement does not require the consent of the general meeting of shareholders of the transferee company, the general meeting of shareholders of the transferee company is required to vote on the merger only if the shareholders whose interests represent one twentieth of the share capital of the transferee company request a general meeting of shareholders of the transferee company to vote on the merger within one month of the date of publication of this notice.

In the event that the shareholders exercise the right referred to in the preceding paragraph and request the convening of a general meeting of shareholders of the transferee company, the management board of the transferee company will, pursuant to paragraph two of Article 586 of the ZGD-1, allow the shareholders to examine the documents referred to in paragraph two of Article 586 in conjunction with paragraph four of Article 599 of the ZGD-1, and provide them with a copy of the documents gratuitously.

Andrej Slapar Meta Berk Skok

Uroš Ivanc Tomaž Žust

Zavarovalnica Triglav d.d. Triglav, Zdravstvena zavarovalnica d.d. President of the Management Board President of the Management Board

Management Board Member Management Board Member