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PRVA Group

Major Shareholding Notification Mar 3, 2017

1999_rns_2017-03-03_b4bfbb99-718a-4896-bee0-ed910bdc182f.pdf

Major Shareholding Notification

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European Securities and esma Markets Authority ・・・ 1

ESMA/2015/1597

Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the competent authority)

  1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached":

SKUPINA PRVA, zavarovalniški holding, d.d. (English translation of company name: PRVA GROUP, insurance holding company, pic.), Ameriška ulica 8, 1000 Ljubljana, registration no. 1582330000, VAT ID number: SI 28012593

  1. Reason for the notification (please tick the appropriate box or boxes);

[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)":


  1. Details of person subject to the notification obligation" : Name:

City and country of registered office (if applicable):

European Bank for Reconstruction and - | Development

One Exchange Square London EC2A 2JN United Kingdorn

  1. Full name of shareholder(s) (if different from 3.)":

  2. Date on which the threshold was crossed or reached™

17 February 2017 Please see point 10. below for further information and disclaimer.

6. Total positions of person(s) subject to the notification obligation:

% of voting riahts
attached to shares
(total of 7.A)
% of voting rights
Inrough financial in-
struments
(total of 7.B.1 + 7.B.2)
Total of both in %
(7.A + 7.B)
otal number of
voting riahts of
İssuer"
------------------------------------------------------------ -------------------------------------------------------------------------------------- ----------------------------------- -----------------------------------------------

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)

+

  1. Notified details of the resulting situation on the date on which the threshold was crossed or reached":
A: Voting rights attached to shares
-- -- -- -- ------------------------------------- --
Class/type of
shares
ISIN code (if possi-
l)le)
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
(Sl0021116437)
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 Statules of SKUPINA PRVA, zavarovalniški holding, d.d., no. SV 1015/13 dated 4 July 2013, d.d., here 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 SKUPNA PRVA, zavarovahiški holding d.d., no. SV 74716 of 17 June 2016, as at that date 18 voling rights (out of actually issued 201,484 voling rights) were owned by SKUPINA PRVA, zavarovaliliški 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.

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC

Type of financial
instrument
Expiration
date*
Exercise/
Conversion
Period *i
Physical or cash
settlement*"
Number of
voting rights
% of voting rights
SUBTOTAL B.2
  1. Information in relation to the person subject to the notification (please tick the applicable box):

[x] Person subject to the notification 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 (underlying) issuer."

[ ] 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
  1. In case of proxy voting: [name of the proxy holder] will ccase to hold [1% and number] voting rights as of date

10. Additional information™:

On 17 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 17 February 2017, DEJ d.o.o. required EBRD to sell to DEJ d.o.o. all 58,297 regular shares with attached voting right of the issuer SKUPINA PRVA, zavarovalniški hodding, d.d.

The Call Notice had certain legal defects which were notified by EBRD to DEJ d.o.o. on 21 February 2017, and therefore the validity of the Call Notice may be disputed by EBRD.

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. This notification shall in no case be construed as or interpreted as EBRD's accepting the Call Notice dated 17 February 2017 as legally valid and enforceable.

Done at London on 21 February 2017.

European Bank for Reconstruction and Development

Noel Edison, Director, Insurance and Financial Services, Financial Institutions

ESMA/2015/1597

Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the competent authority)

  1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached*:

SKUPINA PRVA, zavarovalniški holding, d.d. (English translation of company name: PRVA GROUP, insurance holding company, plc.), Ameriška ulica 8, 1000 Ljubljana, registration no. 1582330000, VAT ID number: SI 28012593

  1. Reason for the notification (please tick the appropriate box or boxes);

[x] An acquisition or disposal of voting rights

  • f ] An acquisition or disposal of financial instruments
  • [ } An event changing the breakdown of voting rights

[ ] Other (please specify)":

  1. Details of person subject to the notification obligation" : Name: City and country of registered office (if applicable): European Bank for Reconstruction and One Exchange Square London EC2A 2JN Development United Kingdom 4. Full name of shareholder(s) (if different from 3.)": 5. Date on which the threshold was crossed or reached":

17 February 2017 Please see point 10. below for further information and disclaimer.

6. Total positions of person(s) subject to the notification obligation:

% of voting rights
altached to shares
(total of 7.A
% of voting rights
through financial in-
struments
(total of 7 B.1 + 7.B.2)
. НИК мож полнением и поведувательно в сересов в сельно всего вы также всего по полнения в подательные
I otal of both in %
(7 A + 7 B)
otal number o
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)
reached": 7. Notified details of the resulting situation on the date on which the threshold was crossed or
A: Voting rights attached to shares
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)
SUBT OTAL A 58,297 20,00 % (rounded to
two decimal places)
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 hokling, d.d., no. SV 1015/13 dated 4 July 2013, d.d., there should be a total of 201,506 voting rights issued in SKUPINA PRVA, zavarovalniški holding, d.d. However, according to the publicly Should be information from the Centring Corporation only 201,404 voling rights are actually issued. According to avaliable minutes of the General Meeling of SKUPINA PRVA, zavarovalniški holding d.d., no. 5171716 of 17 June 2016, as public finities in the Of mo Contrally issued 201,484 voling rights) were ovned by SKUPINA PRVA, zavarovalistik bolding at that tale 10 volung loard in document is not aware of the number of voling rights owned by SKUPNA PRVA, zavarovalniški holding d.d. as at the date of this notification.

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC Exercisel Type of financial Expiration Physical or cash Number of Conversion % of voting rights instrument date* settlement* voting rights Period *) 1 t 1 1 1 SUBTOTAL B.2

  1. Information in relation to the person subject to the notification (please tick the applicable box):

[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 (underlying) issuer."

[ ] 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
  1. In case of proxy voting: [name of the proxy holder] will ccase to hold [% and number] voting wights as of dute)

10. Additional information™:

esma

This notification is being provided 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) in respect of the notification of the European Bank for Reconstruction and Development (EBRD) dated 21 February 2017.

On 17 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., originally dated 29 March 2007 and amended and restated on 7 April 2014 (the Agreement). 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 17 February 2017, DEJ d.o.o. required EBRD to sell to DEJ d.o.o. all 58,297 regular shares with attached voting right of the iss: er SKUPINA PRVA, zavarovalniški holding, d.d.

The Call Notice dated 17 February 2017 had certain legal defects (which were notified by EBRD to DEJ d.o.o.). Nevertheless, on 21 February 2017 EBRD provided SKUPINA PRVA, zavarovalniški hoding, d.d. and the Slovenian Securities Market Agency with a notification of disposal of major shareholdings for the purpose of fulfilling its potential notification concerning a potential disposal of a major shareholding under the Slovenian Financial Instruments Market Act.

On 24 February 2017, DEJ d.o.o. served on EBRD a new Call Notice dated 24 February 2017 by which it repealed its Call Notice dated 17 February 2017. Consequently, no disposal of a major shareholding will take place on the basis of the Call Notice dated 17 February 2017.

With the Call Notice dated 24 February 2017 DEJ d.o.o. also required (anew) EBRD to sell to DEJ d.o.o. all 58,297 regular shares with attached voting right of the issuer SKUPINA PRVA, zavarovalniški holding, d.d. EBRD will comply with its notification obligations related to such new Call Notice by providing SKU-PINA PRVA, zavarovalniški holding, d.d. and the Slovenian Securities Market Agency with a separate standard form for notification of major holdings

Done at London on 27 February 2017.

European Bank for Reconstruction and Development

Mike Taylor, Director, SBMED & Caucasus, Financial Institutions

4

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