Zagreb, 19th December 2012
CROATIAN FINANCIAL SERVICES
SUPERVISORY AGENCY
Miramarska 24 b
10 000 Zagreb
CROATIA LLOYD d.d.
Ulica Grada Vukovara 62
10000 ZAGREB
ZAGREBAČKA BURZA d.d.
Ivana Lučića 2a
10000 ZAGREB
Subject: Notice of the intention to make avoluntary tender offer for the takeover of Croatia Lloyd d.d., Zagreb
Dear Sirs,
CROATIA OSIGURANJE d.d. Zagrebherewith announces its intention to make a voluntary tender offer for the takeover of Croatia Lloyd d.d., a reinsurance company fromZagreb, Ulica Grada Vukovara 62 ("Target Company").
Target Company– CROATIA LLOYD is a joint-stock company for reinsurance with the seat inZagreb, Ulica Grada Vukovara 62, FIN 23508929264. Written share capital of the Target Company amounts to HRK 116,060,800.00 (one hundred sixteenmillion sixty thousand eight hundred kuna). The share capital is divided in 145,076 (one hundred forty five thousand seventy six) ordinaryshares, each of nominal value HRK 800,00 (eight hundred) each share entitling to one vote at the general assembly of the TargetCompany. The shares of the Target Company, issued in non-material form marked as CRLL-R-A, recorded in the depository of Središnje klirinško i depozitarno društvo d.d., Zagreb.The shares of the Target Company are traded at the regular market of Zagrebačka burza d.d.
Bidder – CROATIA OSIGURANJE is a joint-stock companywith the seat in Zagreb, Miramarska 22, FIN 26187994862.
Concurrence–the bidder does not concur with any other legal or physical person in relation to the tender offer for the Target Company.
The shares of the Target Companyheld by CROATIA OSIGURANJE d.d. – 137,299 (one hundred thirty seven thousandstwo hundred ninety nine) shares of theTarget Company, representing 94.64% (ninety four comma sixty four percent) of the total number of shares entitling the bidder to 137.299 (one hundred thirty seven thousands two hundred ninety nine) votes, i.e. to 94.64% (ninety four comma sixty four percent) of the votes at the generalassembly of the Target Company.
Within the time limit prescribed by the Act on joint-stock companies takeover, CROATIA OSIGURANJE d.d. shall, by addressing all shareholders of the Target Company,announce the voluntary tender offer for the takeover of all the remaining shares at price and other conditions set in the tender offer and approved by the Croatian Financial ServicesSupervisory Agency.
CROATIA OSIGURANJE d.d.
Member of the Management BoardPresident of the Management Board
Ivan FabijančićKrešimir Starčević
Zagreb, 19th December 2012
In accordance with Article 10 paragraph 2 ofthe Act on joint-stock companies takeoverCROATIA OSIGURANJE d.d., Zagreb gives
Notice of the intention to make a voluntary tender offer
for the takeover of Croatia Lloyd d.d., Zagreb
CROATIA OSIGURANJE d.d. Zagreb herewith announces its intention to make a voluntary tender offer for the takeover of Croatia Lloyd d.d., a reinsurance company from Zagreb, Ulica Grada Vukovara 62 ("Target Company").
Target Company – CROATIA LLOYD is a joint-stock company for reinsurance with the seat in Zagreb, Ulica Grada Vukovara 62, FIN 23508929264. Written share capital of the Target Company amounts to HRK 116,060,800.00 (one hundred sixteen million sixty thousand eight hundred kuna). The share capital is divided in 145,076 (one hundred forty five thousand seventy six) ordinary shares, each of nominal value HRK 800,00 (eight hundred) each share entitling to one vote at the general assembly of the Target Company. The shares of the Target Company, issued in non-material form marked as CRLL-R-A, recorded in the depository of Središnje klirinško i depozitarno društvo d.d., Zagreb.The shares of the Target Company are traded at the regular market of Zagrebačka burza d.d.
Bidder – CROATIA OSIGURANJE is a joint-stock company with the seat in Zagreb, Miramarska 22, FIN 26187994862.
Concurrence–the bidder does not concur with any other legal or physical person in relation to the tender offer for the Target Company.
The shares of the Target Company held by CROATIA OSIGURANJE d.d. – 137,299 (one hundred thirty seven thousands two hundred ninety nine) shares of the Target Company, representing 94.64% (ninety four comma sixty four percent) of the total number of shares entitling the bidder to 137.299 (one hundred thirty seven thousands two hundred ninety nine) votes, i.e. to 94.64% (ninety four comma sixty four percent) of the votes at the general assembly of the Target Company.
Within the time limit prescribed by the Act on joint-stock companies takeover, CROATIA OSIGURANJE d.d. shall, by addressing all shareholders of the Target Company, announce the voluntary tender offer for the takeover of all the remaining shares at price and other conditions set in the tender offer and approved by the Croatian Financial Services Supervisory Agency.
CROATIA OSIGURANJE d.d.
Member of the Management BoardPresident of the Management Board
Ivan FabijančićKrešimir Starčević
CROATIA OSIGURANJE d.d.
HR – 10 000 Zagreb, Miramarska 22
Trgovački sud u Zagrebu, MBS 080051022; račun br. 2340009-1100555008
IBAN: HR94 2340 0091 1005 5500 8, BIC/SWIFT adresa: PBZGHR2X
Temeljni kapital 442.887.200,00 kn, uplaćen u cijelosti; broj dionica 316 348, nominalne vrijednosti 1.400,00 kn
Predsjednik Uprave Krešimir Starčević, Član Uprave Ivan Fabijančić
Predsjednik Nadzornog odbora Mladen Blažević
OIB 26187994862
Telefon: (+385 1) 633 2000, telefax (+385 1) 633 2020