Zavarovalnica Triglav

M&A Activity • Apr 25, 2025

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

The Management Board of ZAVAROVALNICA TRIGLAV, d.d., Miklošičeva 19, 1000 Ljubljana, registration no. 5063345000 (hereinafter: Zavarovalnica Triglav d.d. or the Transferor Company) and Triglav, Pokojninska družba, d.d., Dunajska cesta 22, 1000 Ljubljana, registration no. 1584774000 (hereinafter: Triglav, Pokojninska družba d.d. or the Transferee Company), pursuant to Article 638 (1) and (3) in conjunction with Article 629 (1) and (3) and in conjunction with Article 586 of the Companies Act (hereinafter: ZGD-1), hereby publish the following

Notice

that on 24 April 2025, the Court Register of the District Court of Ljubljana was provided with the Spin-off and Acquisition Agreement, concluded on 2 April 2025 in the form of a notarial deed between the Transferor Company and the Transferee Company, and the Annex to the Spin-off and Acquisition Agreement, concluded on 16 April 2025 in the form of a notarial deed between the Transferor Company and the Transferee Company (hereinafter referred to as the Agreement), the subject matter of which is the intended spin-off of the Transferor Company by means of an acquisition by the Transferee Company, in such a way that the Transferor Company will transfer a part of its assets, namely the entire business (i.e. operations) of voluntary supplementary pension insurance (hereinafter also referred to as PDPZ) and the management of the Triglav PDPZ cover fund group (both in the savings phase) and the assets, rights and liabilities attached thereto, to the Transferee Company (hereinafter also referred to as the Spin-Off by Acquisition).

The Supervisory Board of the Transferor Company reviewed the Agreement on 22 April 2025 and the Supervisory Board of the Transferee Company reviewed the Agreement on 16 April 2025.

The management boards of both companies inform the shareholders of Zavarovalnica Triglav d.d. and Triglav, pokojninska družba d.d. that, in accordance with Article 586 (2) and (3) of ZGD-1, as of the date of this notice and until 3 June 2025, when the general meetings of the Transferor Company and the Transferee Company will be held to resolve on the consent to the Spin-Off by Acquisition, the following documents are freely available on the Transferor Company's website http://www.triglav.eu/sl/ (at the publication of the materials of the 50th General Meeting of Zavarovalnica Triglav d.d.) and on the website of the Transferee Company https://www.triglavpokojnine.si/si/825/novice-in-objave.aspx:

• The Agreement;
• The audited annual reports of the Transferor Company and the Transferee Company for

the financial years 2022, 2023 and 2024;

• The joint report of the management of the Transferor Company and the Transferee Company on the Spin-Off by Acquisition;
• The joint audit report on the Spin-Off by Acquisition;
• The reports of the supervisory boards of the Transferor Company and the Transferee Company on the review of the Spin-Off by Acquisition; and
• The audited annual report of the Skupni pokojninski sklad cover fund group for the financial year ended 31 December 2024.

In accordance with Article 586 (6) of ZGD-1, both websites allow the documents to be downloaded and printed free of charge. If the shareholder agrees, copies of the documents can also be sent by e-mail.

In accordance with Article 629 (3) of ZGD-1, all creditors and the works councils of the Transferor Company and the Transferee Company are hereby informed and reminded that the Transferor Company and the Transferee Company are obliged to provide them with a copy of the Agreement free of charge upon request no later than on the next business day.

Zavarovalnica Triglav, d.d.	Triglav, pokojninska družba, d.d.
Andrej Slapar	Aljoša Uršič
President of the Management	President of the Management Board
Board

Blaž Jakič Peter Krassnig

.

Member of the Management Board Member of the Management Board

Vida Šeme Hočevar Member of the Management Board