Major Shareholding Notification • Mar 3, 2017
Major Shareholding Notification
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ESMA/2015/1597

SKUPINA PRVA, zavarovalniški holding, d.d. (English translation of company name: PRVA GROUP, insurance holding company, plc.), Ameriška ulica 8, 100 Ljubljana, registration no. 1582330000, VAT ID number: Sl 28012593
London EC2A 2JN
United Kingdom
[x] An acquisition or disposal of voting rights
[ ] An acquisition or disposal of financial instruments
[ ] An event changing the breakdown of voting rights
[ ] Other (please specify) ":
Name:
1
City and country of registered office (if applicable):
European Bank for Reconstruction and | One Exchange Square Development
Full name of shareholder(s) (if different from 3.)":
Date on which the threshold was crossed or reached":
24 February 2017 Please see point 10. below for further information and disclaimer.
| % of voting rights attached to shares (total of 7.A) |
% of voting rights through financial in- struments (total of 7.B.1 + 7.B.2) |
Total of both in % (7.A + 7.B) |
Total number of voting rights of issuer" |
|
|---|---|---|---|---|
| -- | ------------------------------------------------------------ | -------------------------------------------------------------------------------------- | ----------------------------------- | ------------------------------------------------ |
| Resulting situation on the date on which threshold was crossed or reached |
20,00 % (rounded to two decimal places) |
20,00 % (rounded to two decimal places) |
291,484' |
|---|---|---|---|
| Position of previous notification (if appli- cable) |
esma
| Class/type of shares ISIN code (if possi- ble) |
Number of voting rights™ | % of voting rights | ||
|---|---|---|---|---|
| Direct (Art 9 of Directive 2004/109/EC) |
Indirect (Art 10 of Directive 2004/109/EC) |
Direct (Art 9 of Directive 2004/109/EC) |
Indirect (Art 10 of Directive 2004/109/EC) |
|
| PPDM (SI0021116437) |
58,297 | 20,00 % (rounded to two deci- mal places) |
||
| SUBTOTAL A | 58,297 | 20,00 % (rounded to two decimal places) |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC | ||||
|---|---|---|---|---|
| Type of financial instrument |
Expiration date* |
Exercise/ Conversion Period |
Number of voting rights that may be acquired if the instrument is exer- cised/ converted. |
% of voting rights |
| SUBTOTAL B.1 |
• Note: according to the Statutes of SKUPINA PRVA, zavarovalniški holding, d.d., no. SV 1015/13 dated 4 July 2013, d.d, there should be a total of 291,506 voting rights issued in SKUPINA PRVA, zavarovalniški holding, d.d. However, according to the publicly available information from the Central Securities Clearing Corporation only 291,484 voling rights are actually issued. According to the publicly available minutes of the General Meeting of SKUPINA PRVA, zavarovalniški holding d.d., no. SV 74716 of 17 June 2016, as at that date 18 voling rights (out of actually issued 291,484 voling rights) were owned by SKUPINA PRVA, zavarovalniški holding d.d. The European Bank for Reconstruction and Development is not aware of voling rights owned by SKUPINA PRVA, zavarovalniški holding d.d. as at the date of this notification.

| 2004/109/EC | B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive | ||||
|---|---|---|---|---|---|
| Type of financial instrument |
Expiration date* |
Exercise/ Conversion Period *i |
Physical or cash settlement™ |
Number of voting rights |
% of voting rights |
| O O DI DOSTO TO |
| 8. Information in relation to the person subject to the nothication (pease ick the applica- ble box): |
|||||
|---|---|---|---|---|---|
| (underlying) issuer." | [x] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the |
||||
| [ ] Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity™: |
|||||
| Name™ | % of voting rights if it equals or is higher than the notifiable threshold |
% of voting rights through financial in- struments if it equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable threshold |
||
esma
On 24 February 2017 DEJ d.o.o. served on the European Bank for Reconstruction and Development (EBRD) a Call Notice in connection with the Amended and Restated Put and Call Option and Shareholders Agreement concluded between EBRD and DEJ d.o.o., originally dated 29 March 2007 and amended and restated on 7 April 2014 (the Agreement is governed by the laws of England and contains, among others, a call (purchase) option of DEJ d.o.o. in respect of 58,297 regular shares with attached voting right of the issuer SKUPINA PRVA, zavarovalniški holding, d.d.
By way of the Call Notice dated 24 February 2017, DEJ d.o.o. (i) repealed its prior Call Notice dated 17 February 2017 and (ii) required EBRD to sell to DEJ d.o.o. on 31 March 2017 all 58,297 regular shares with attached voting right of the issuer SKUPINA PRVA, zavarovalniški holding, d.d.
This notification is being provided solely for the purpose of fulfilling a potential notification obligation of EBRD concerning a potential disposal of a qualifying shareholding under the Slovenian Financial Instruments Market Act.
Should EBRD and DEJ d.o.o. not be provided with audited Financial Statements (as such term is defined in the Agreement) before 31 March 2017 the Call Notice dated 24 February shall be deemed to be repealed on 31 March 2017. In such case EBRD will provide a corresponding notification under Para 5 of Article 5 of the Decision on information regarding significant holdings (Official Gazette of the Republic of Slovenia, nos. 72/2016 and 80/2016).
Done at London on 27 February 2017.
European Bank for Reconstruction and Development
Mike Taylor, Director, SEMED & Caucasus, Financial Institutions
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