Dalekovod d.d. — Capital/Financing Update 2014

Jul 14, 2014

PUBLIC NOTICE ON THE RESULTS OF THE NEW SHARES SUBSCRIPTION IN THE FIRST ROUND OF SUBSCRIPTION

AND

PUBLIC NOTICE TO THE EXISTING SHAREHOLDERS OF THE COMPANY Dalekovod d.d., WHO SUBSCRIBED THE SHARES IN THE FIRST ROUND, FOR SUBSCRIPTION FOR UP TO 3,467,509 REMAINING NEW ORDINARY SHARES IN THE SECOND ROUND OF SUBSCRIPTION

Pursuant to its authorities set forth in Article 18.c of the Articles of Association, the Management of the company Dalekovod, dioničko društvo za inženjering, proizvodnju i izgradnju, Ulica Marijana Čavića 4, Zagreb, registered in the court registry of the Commercial Court in Zagreb under registration number (MBS) 080010093, personal identification number (OIB) 47911242222 (hereinafter: the Issuer or the Company), passed on 6 May 2014 the Resolution to Increase the Share Capital and Issue Ordinary Shares by Cash Contributions to the Exclusion of the Right of First Refusal Granted to the Shareholders Holding the Company's Shares Issued against Cash Contributions pursuant to the company's Ordinary General Meeting's Resolution of 22 July 2013 (hereinafter: Share Capital Increase Resolution).

The Issuer's share capital is divided into 18,719,433 ordinary registered shares (hereinafter: Existing Shares) and is increased by a cash payment from HRK 187,194,330.00, by up to HRK 60,000,000.00 to up to HRK 247,194,330.00, by issuing up to 6,000,000 new ordinary registered shares, in dematerialized form, each having a nominal value of HRK 10.00 (hereinafter: New Shares). The New Shares will be issued in their nominal value.

The Issuer has engaged Zagrebačka banka d.d., Zagreb, Trg bana Josipa Jelačića 10, OIB 92963223473 as the manager of the New Shares issue (hereinafter: Issue Manager) and MADIRAZZA & PARTNERI, Law Firm, Zagreb, Masarykova 21, OIB 37462847637 as its legal advisor for the New Shares issue.

As the offering of the New Shares is envisaged by the Company's pre-bankruptcy settlement entered before the Commercial Court in Zagreb in 29 January 2014, file number: Stpn-365/13, and is to be made in accordance with the financial and operating restructuring plan adopted within the pre-bankruptcy settlement procedure, the Company is issuing the New Shares by exercising the exception defined in Article 351, paragraph (1) subparagraph 12 of the Capital Market Act and no prospectus will be published for the purposes of issuing the New Shares.

The subscription and payment for the New Shares shall be carried out in two rounds.

Results of the New Shares subscription in round 1 of subscription

In Round I that lasted for 45 days, from 26 May 2014 to 9 July 2014, the Issuer's existing shareholders had the right of subscription and payment for the New Shares who on 21 May 2014 were holding registered shares in their dematerialized securities accounts with the Central Clearing Depository Company Inc. (hereinafter: CCDC), except for such shareholders whose right of first refusal was excluded under the Share Capital Increase Resolution. The Issuer hereby notifies the public that in Round I the total of 2,532,491 New Shares was subscribed and paid.

Call for subscription of New Shares in Round II of subscription

Pursuant to this Public Notice (hereinafter: Public Notice for Round II), the Issuer invites the shareholders that subscribed for the New Shares in Round I, to subscribe for all Remaining New Shares not subscribed and paid for in Round I, to subscribe up to 3,467,509 Issuer's New Shares in Round II (hereinafter: Remaining New Shares).

Only the shareholders that subscribed for the New Shares in Round I (hereinafter: Investors) are entitled to subscribe for the Remaining New Shares. In Round II, shares will be subscribed for over a period of 8 (eight) days, from 14 July 2014 to 21 July 2014 (hereinafter: Subscription Period for Round II). Investors will be allowed to subscribe and pay for shares up to 100% of the total number of the Remaining New Shares, i.e. up to 3,467,509 shares (hereinafter: Maximum Subscription Right).

In case that the total number of subscribed and paid shares in Round II is higher than the total number of the Remaining New Shares, shares will be allocated to each individual Investor by multiplying the number of shares properly subscribed and paid for by such Investor in Round II by the total number of the Remaining New Shares and divided by the total number of properly subscribed and paid shares in Round II, rounded down to the nearest integer or by using the following formula:

Number of shares properly subscribed		Number of Remaining new shares (3,467,509)	rounded down to the nearest integer
and paid by an individual Investor in Round II	x	Total number of properly subscribed and paid shares in Round II

A Subscription Statement based on which an Investor subscribes in excess of the Maximum Subscription Right will only be taken into account up to the amount of the Maximum Subscription Right.

If an Investor fails to pay the full amount of the Remaining New Shares subscribed for, the Remaining New Shares will be allocated to such Investor according to such underpaid amount.

If an Investor pays an amount in excess of the amount payable for the Remaining New Shares subscribed for, the amount specified in the Subscription Statement will be taken into account, while the overpaid amount will be refunded to such Investor within 7 business days following the end of the Subscription Period for Round II.

Non-corporate Investors may subscribe for the Remaining New Shares in all offices of Zagrebačka banka d.d. Corporate Investors subscribe for the Remaining New Shares via the Institutional Sales of Zagrebačka banka d.d.

Remaining New Shares are subscribed for by a written statement - Subscription Statement (hereinafter: Subscription Statement). New Shares are subscribed and paid for at the nominal value of each share, in the amount of HRK 10.00. The payment period equals the Subscription Period for Round II. Shareholders are required to fully pay for their shares subscribed for in Round II to a designated account number: HR17 2360 0001 3000 8611 7 opened for the share subscription purposes with Zagrebačka banka d.d., provided that valid payments will only include payments received in the above account by 21 July 2014 at 11:59 p.m. (hereinafter: Payment Receipt Deadline). If Investors make such payment through another payment institution, such Investors should obtain information from such institution as to the time necessary for the funds to be duly received in the above account by the Payment Receipt Deadline.

Upon the performed allocation, all remaining overpaid amounts will be refunded within 7 following the end of the Subscription Period for Round II. In case the subscription is cancelled, the amounts paid will also be refunded within 7 following the end of the Subscription Period for Round II.

Upon the performed allocation the Issuer will publish the notification about the results of the New Shares subscription pursuant to this public offering.

Important characteristics of New Shares, issuing success threshold, deadline for the paid amount refund in case of unsuccessful issuing and the deadline for registration of the Issuer's share capital increase into the court registry, consequences of unsuccessful registration into the court registry and deadline for the paid amount refund in that case, are set forth by the public notice for subscription of shares in the first round (published on web pages of Zagreb Stock Exchange and Dalekovod d.d. on 7 May 2014).

When subscribing for the Remaining New Shares, Investors, or their legal representatives, are required to present an identification document (identity card or passport), a document showing their OIB and particulars of the bank account to which a potential refund will be made. The bank account number must be provided in the form of IBAN.

In addition to personal subscription, shares may also be subscribed for through an attorney. In addition to such identification document, an attorney is required to present a notarized special power of attorney in Croatian in two copies when subscribing for Remaining New Shares. In case such power of attorney is legalized abroad, the text of the legalization must be translated into Croatian.

A power of attorney legalized abroad must be legalized either (i) at a consular mission of the Republic of Croatia, or (ii) before a competent authority of a third country being a party to the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents, subject to fulfillment of all prerequisites for the validity of legalization in accordance with such Convention.

The wording of the form of power of attorney will be published on the Issuer's website.

The Issuer invites all shareholders to examine the Issuer's documents published on Zagreb Stock Exchange's website and on Issuer's website and to autonomously assess the financial position, potential, and risk factors in connection with the Issuer and Remaining New Shares before they make any decision regarding their subscription for the Remaining New Shares.

All further information concerning the subscription and payment for the Remaining New Shares may be required by the Investors by an inquiry to:

For Non-corporate Investors Zagrebačka banka d.d. Investment Banking Division	For Corporate Investors Zagrebačka banka d.d. Market Division (Institutional Sales)
Savska 60, Zagreb	Savska 62, Zagreb
Phone. +385 1 6305 295, +385 1 6305 075	Phone: + 385 1 6006 672, +385 1 6006
Fax: +385 1 6325 300	611
	Fax: + 385 1 6325 400
e-mail:	e-mail:
capital.markets@unicreditgroup.zaba.hr	institutional.sales@unicreditgroup.zaba.hr

The Public Notice will be published in at least one daily newspaper, the Official Gazette (Narodne novine) and through the Zagreb Stock Exchange (www.zse.hr), and will be provided to the Official registry of Required Information with the Croatian Financial Services Supervisory Agency.

Dalekovod d.d.