Unaudited financial statements of Zagrebačka banka Group for the period from 1 January 2016 to 31 March 2016 Content:

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1 Unaudited financial statements of Zagrebačka banka Group for the period from 1 January 2016 to 31 March 2016 Content: 1. Management report for the period from 1 January 2016 to 31 March Statements of the persons responsible for the preparation of the financial statements 3. Quarterly financial statements (TFI-KI statements) 3.1. Balance sheet as at 31 March Income statement for the period from 1 January 2016 to 31 March Cash flow statement for the period from 1 January 2016 to 31 march Statement of changes in equity for the period from 31 December 2015 to 31 March Notes to the financial statements

2 Management report for the period from 1 January to 31 March 2016 According to the unaudited financial statements, in the first quarter of 2016 Zagrebačka banka Group recorded a Profit after tax of HRK 440 million. In a complex operating environment, the Group with all its members has realised solid business results. It retained a stable operating income, by applying a responsible risk management approach the level of nonperforming loans is decreased, while the level of provisions against non-performing loans is increased to 58.04%. With the purpose of optimizing business processes and realising synergies, in 2015 Zagrebačka banka acquired 100% stake in the companies UniCredit Leasing Croatia d.o.o. and Locat Croatia d.o.o. and increased its ownership share in UniCredit Bank d.d. Mostar to 99%. With the abovementioned acquisitions, the Group has further optimized its governance and business role within UniCredit Group. Net loans to customers of the Group are mainly influenced by movements in Zagrebačka banka d.d. which increased its credit activity in the small-business and consumer financing segments. The total volume of loans of the Group decreased as a result of legislation related to the conversion Swiss francs loans and the increase in lending by financial institutions domiciled outside of the Republic of Croatia. In such circumstances, Zagrebačka banka d.d. retained the leading position without decreasing its market share. We continuously decrease interest rates on new loans due to more favourable funding sources. Being the first in the market standardly applying National Reference Interest Rates since their introduction, we are reducing interest rates for citizens even for previously approved loans. Thereby we facilitate our clients' loan repayment and increase their available income. In relatively low economic growth conditions, the Group is focused on the needs of customers by providing optimal financing solutions, utilising credit risk guarantees as well as a more efficient utilisation of EU funds. We are introducing innovative technologies while increasing quality of service and customer satisfaction. Key performance indicators in first quarter 2016: Zagrebačka banka Group operating income totals HRK 1,232 million (+13.7%) Total operating expenses amount to HRK 640 million (+19.0%) Profit before impairment and other provisions amounts to HRK 592 million (+8.4%) Impairment and other provisions amount to HRK 61 million (-71.1%) Net loans to customers amount to HRK 81,658 million Deposits from customers amount to HRK 84,871 million

3 Management report for the period from 1 January to 31 March 2016 (continued) Operating income of the Group in first quarter of 2016 amounted to HRK 1,232 million. Compared to the same 2015 period the increase is HRK 148 million (+13.7%), mainly due to the increase in Net trading and other income: Net interest income amounted to HRK 859 million, increased by HRK 26 million (+3.1%) compared to the same prior year period. In Zagrebačka banka d.d. it is result of lower volume of loans and lower funding costs. Net fee and commission income increased by HRK 13 million (+4.7%), following the increase in fees from asset management, brokerage and consulting services, as well as fees for payment transactions. Net trading and other income amounted to HRK 83 million, which represents an increase of HRK 109 million compared to result realised in the same prior year period, mainly due to Swiss franc appreciation and the application of January 2015 amendments to the Consumer Credit Act. Following changes in the scope of consolidation, the operating lease income is higher by HRK 24 million. Operating expenses amounted to HRK 640 million and increased by HRK 102 million (+19.0%) compared to the same prior year period. The increase is a result of one more increase in regulatory expense for Zagrebačka banka d.d. related to contribution to the Single Resolution Fund and the change in the scope of consolidation, whereby operating expenses from the leasing segment were consolidated. The Group s cost to income ratio ("C/I ratio") remained good and equalled 51.95% (2015: 49.63%). Profit before impairment and other provisions was HRK 592 million, higher by HRK 46 million (+8.4%) compared to 2015, due to the previously described changes in Operating income and Operating expenses. Impairment and other provisions amounted to HRK 61 million and they have decreased by HRK 150 million (-71.1%) compared to By responsible risk management approach the level of non-performing loans decreased, while the level of provisions against non-performing loans is increased from 55.52% to 58.04%.

4 Management report for the period from 1 January to 31 March 2016 (continued) Total assets of the Group amounted to HRK 123,005 million and decreased by HRK 4,999 million (-3.9%) compared to the end of the previous year, due to the increase in loan activity and optimization of funding sources. Net loans to customers amounted to HRK 81,658 million (-3.2%), mostly as a result of movements in Zagrebačka banka d.d., under impact of Swiss franc loans conversion and the decrease in loan activity, while the Group s leading position and market share in loan activity remained stable. Deposits from customers continue to represent primary source of funding and amounted to HRK 84,871 million at the end of the period. Compared to the end of the prior year, the decrease is HRK 1,673 million (-1.9%). Loans to deposits ratio is stable and amounts 96.2%. Deposits from banks and borrowings amounted to HRK 16,991 million. The decrease of HRK 2,312 million (-12.0%) is the result of lower funding needs. Other liabilities amount to HRK 3,681 million. The decrease of HRK 1,440 million mostly relates to the utilization of provision for conversion of Swiss franc loans. Capital and reserves of the Group amounted to HRK 17,462 million and increased by HRK 426 million (+2.5%), while the capital adequacy ratio of Zagrebačka banka d.d. increased to a level of 25.6% (31 December 2015: 24.7%).

5 Financial results for the period from 1 January to 31 March 2016 Zagrebačka banka Group Income Statement (HRK mln) Δ 2016 vs % HRK mln (4/1) 4 (2-1) Interest income 1,734 1,548 (10.7%) (186) Interest expense (901) (689) (23.5%) 212 Net interest income % 26 Fee and commission income % 10 Fee and commission expense (34) (31) (8.8%) 3 Net fee and commission income % 13 Net trading and other income (26) 83 (419.2%) 109 Operating income 1,084 1, % 148 Operating expenses (538) (640) 19.0% (102) Profit before impairment and other provisions % 46 Impairment and other provisions (211) (61) (71.1%) 150 Profit from operations % 196 Share of profit from associates (9.1%) (1) Profit before tax % 195 Income tax (65) (101) 55.4% (36) Profit after tax % 159 Attributable to equity holders of the Bank % 183 Attributable to minority interests 25 1 (96.0%) (24) Profit after tax % 159 Zagrebačka banka Group Balance Sheet (HRK mln) Δ 2016 vs Dec Mar 2016 % HRK mln (4/1) 4 (2-1) Cash and deposits with CNB 12,767 13, % 590 Loans and receivables from banks 14,054 11,501 (18.2%) (2,553) Securities 10,497 10, % 47 Net loans to customers 84,340 81,658 (3.2%) (2,682) Tangible and intangible assets 2,486 2,464 (0.9%) (22) Other assets 3,860 3,481 (9.8%) (379) Total assets 128, ,005 (3.9%) (4,999) Deposits from customers 86,544 84,871 (1.9%) (1,673) Deposits from banks and borrowings 19,303 16,991 (12.0%) (2,312) Other liabilities 5,121 3,681 (28.1%) (1,440) Capital and reserves 17,036 17, % 426 Total liabilities and equity 128, ,005 (3.9%) (4,999) Equity attributable to equity holders of the Bank 17,013 17, % 426 Equity attributable to minority interests % 0

6 Rating 31 March 2016 Standard & Poor s Counterparty Credit Rating BB/Negative Fitch Ratings Ltd. Long Term Issuer Default Rating BBB- Short Term Rating F3 Viability bb Support 2 Outlook Negative Zagreb, 29 April 2016 President of the Management Board Miljenko Živaljić

7 Statement of the persons responsible for the preparation of quarterly financial statements Pursuant to the provisions of the Capital Market Act, to the best of our knowledge: 1) the abbreviated set of quarterly financial statements of the Zagrebačka banka Group prepared in accordance with the applicable standards for financial reporting for banks in the Republic of Croatia gives a true and complete view of the assets and liabilities, profit and loss, the financial position and business operations of the Zagrebačka banka Group; 2) the Management Report gives a true view of business developments, operating results and the position of the Zagrebačka banka Group. Head of Accounting and Regulatory Reporting Marijana Brcko Member of the Management Board Lorenzo Ramajola Additional info: Public Relations Tel: 00385(1) PR@unicreditgroup.zaba.hr

8 Appendix 3. Reporting period: to Quarterly financial report for credit institutions-tfi-ki Identification number (MB): Subjects identification number Personal identification number (OIB): Issuer company: Zagrebačka banka d.d. Post office number and city: Zagreb Street and number: Trg bana Josipa Jelačića 10 address: Internet address: ode and name of municipality/city: 133 Zagreb Code and name of county: Consolidated report: 21 Grad Zagreb Number of employees: (as at the quarter-end) YES Code in NKD: 6419 Subsidiaries and associates of the Bank which are included in Zagrebačka banka Group are shown in Note 4): Companies included in consolidation (according to IFRS): Headquarters: MB: Prva stambena štedionica d.d. Savska 62, Zagreb ZB Invest d.o.o. Ivana Lučića 2a, Zagreb Centar Kaptol d.o.o. Nova Ves 17, Zagreb Pominvest d.d. Gundulićeva 26a, Split Suvremene poslovne komunikacije d.o.o. Savska cesta 28, Zagreb Zagreb nekretnine d.o.o. Nova Ves 17, Zagreb UniCredit Leasing Croatia d.o.o. Heinzelova 33, Zagreb Locat Croatia d.o.o. Damira Tomljanovića Gavrana 17, Zagreb UniCredit Partner d.o.o. Damira Tomljanovića Gavrana 17, Zagreb ALLIB NEKRETNINE d.o.o. Damira Tomljanovića Gavrana 17, Zagreb BACAL ALPHA d.o.o. Damira Tomljanovića Gavrana 17, Zagreb BACAL BETA NEKRETNINE d.o.o. Damira Tomljanovića Gavrana 17, Zagreb ZABA Partner d.o.o. Augusta Cesarca 2, Zagreb UniCredit Bank d.d. Kardinala Stepinca bb, Mostar Zane BH d.o.o. Branilaca Sarajeva 20, Sarajevo UniCreditLeasing d.o.o. Ložionička 7, Sarajevo UniCredit Broker d.o.o. Obala Kulina bana 15, Sarajevo Multiplus card d.o.o., Zagreb Ivana Lučića 2a, Zagreb Allianz ZB d.o.o., Zagreb Nike Grškovića 31, Zagreb Allianz ZB d.o.o., Zagreb Ivana Lučića 2a, Zagreb Accounting: Contact person: Jurič Ana (only name and surname of contact person is included) Phone: 01/ Telefax: address: Surname and name: Živaljić Miljenko (person representing the company) Documentation to be published: 1. Financial reports (balance, income statement, cash flow statement, statement on changes in equity and notes to financial statements) 2. Interim Management report 3. Statement of persons responsible for preparation of financial reports M.P. (signature of the President of the Management Board)

9 ASSETS 1. CASH AND DEPOSITS WITH THE CNB ( ) 1.1.Cash 1.2.Deposits with the CNB 2. DEPOSITS WITH BANKING INSTITUTIONS 3. TREASURY BILLS AND CNB BILLS BALANCE SHEET balance as at Position name 4. SECURITIES AND OTHER FINANCIAL INSTRUMENTS HELD FOR TRADING 5. SECURITIES AND OTHER FINANCIAL INSTRUMENTS AVAILABLE FOR SALE 6. SECURITIES AND OTHER FINANCIAL INSTRUMENTS HELD TO MATURITY 1 Amounts in HRK AOP code Previous period Current period SECURITIES AND OTHER FINANCIAL INSTRUMENTS WHICH ARE NOT ACTIVELY TRADED, BUT ARE DESIGNATED TO FAIR VALUE THROUGH PROFIT OR LOSS 8. DERIVATIVE FINANCIAL ASSETS 9. LOANS TO FINANCIAL INSTITUTIONS 10. LOANS TO OTHER CUSTOMERS 11. INVESTMENTS IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES 12. FORECLOSED ASSETS 13. PROPERTY, PLANT AND EQUIPMENT (NET OF DEPRECIATION) 14. INTEREST, FEES AND OTHER ASSETS A) TOTAL ASSETS ( do 016) LIABILITIES 1. BORROWINGS FROM FINANCIAL INSTITUTIONS ( ) 1.1. Short-term borrowings 1.2. Long-term borrowings 2. DEPOSITS (AOP 022 to 024) 2.1. Giro and current accounts 2.2. Savings deposits 2.3. Term deposits 3. OTHER BORROWINGS ( ) 3.1. Short-term borrowings 3.2. Long-term borrowings 4. LIABILITIES ARISING FROM DERIVATIVES AND OTHER LIABILITIES HELD FOR TRADING 5. ISSUED DEBT SECURITIES ( ) 5.1. Short-term issued debt securities 5.2. Long-term issued debt securities 6. ISSUED SUBORDINATED INSTRUMENTS 7. ISSUED HYBRID INSTRUMENTS 8. INTERESTS, FEES AND OTHER LIABILITIES B) TOTAL LIABILITIES ( ) EQUITY 1. SHARE CAPITAL 2. CURRENT YEAR PROFIT / (LOSS) 3. RETAINED EARNINGS / (LOSS) 4. LEGAL RESERVES 5. STATUTORY AND OTHER CAPITAL RESERVES 6. UNREALISED GAIN / (LOSS) ON VALUE ADJUSTMENT OF AVAILABLE-FOR- SALE FINANCIAL ASSETS HEDGE ACCOUNTING RESERVES C) TOTAL EQUITY (036 to 042) D) TOTAL LIABILITIES AND EQUITY ( ) BALANCE SHEET SUPPLEMENT (to be inputed by issuer preparing consolidated financial reports) 1. TOTAL EQUITY Attributable to equity holders of the Bank Attributable to minority interests ( )

10 1. Interest income 2. Interest expense 3. Net interest income ( ) 4. Fee and commission income 5. Fee and commission expense INCOME STATEMENT for the period to Amounts in HRK Position name AOP code Previous period Current period Cumulated Quarterly Cumulated Quarterly Net income from commissions and fees ( ) 7. Gains / losses from investment in subsidiaries, associates and joint ventures 8. Gains / losses from trading activities 9. Gains / losses from embedded derivatives 10. Gains / losses from assets which are not actively traded, but are designated at fair value through profit or loss 11. Gains / losses from activities related to available-for-sale financial assets 12. Gains / losses from activities related to held-to-maturity investments 13. Gains / losses from hedging transactions 14. Income from investments in subsidiaries, associates and joint ventures 15. Income from other equity investments 16. Gains / losses from foreign exchange differences 17. Other income 18. Other expenses 19. General administrative expenses and depreciation 20. Net income from operations before impairment and other provisions 21. Impairment losses and other provisions 22. PROFIT / LOSS BEFORE TAX ( ) 23. INCOME TAX EXPENSE 24. PROFIT / LOSS FOR THE PERIOD ( ) 25. Earnings per share INCOME STATEMENT SUPPLEMENT (to be inputed by issuer preparing consolidated financial statements) PROFIT / LOSS FOR THE PERIOD 2. Attributable to equity holders of the Bank 3. Attributable to minority interests ( )

11 Position name in the period from AOP code STATEMENT OF CHANGES IN EQUITY to Attributable to shareholders of the Bank Share capital Treasury shares Legal, statutory, capital and other reserves Retained earnings/ loss Profit/loss for the year Unrealised gain/loss from revaluation on AFS financial assets Minority interests Amounts in HRK Total Balance as at 1 January of the current period Changes in accounting policies and errors Restated balance as at 1 January of the current period ( ) Disposal of available-for-sale financial assets Changes in fair value of available-for-sale financial assets Deferred tax on movements in fair value reserve of available-for-sale financial assets Other gains/losses recognised directly in equity Net gains/losses recognised directly in equity ( ) Profit / loss for the period Total recognised income and expense for the current period ( ) Increase / decrease of share capital Acquisition / disposal of treasury shares Other movements Transfer to reserves Dividends paid Distribution of profit ( ) Balance as at 31 December of the current period ( )

12 CASH FLOW STATEMENT - Direct method in the period to Amounts in HRK Position name AOP code Previous period Current period Operating activities 1. Cash flow from operating activities (002 do 009) 1.1. Interest and similar receipts 1.2. Fee and commission receipts 1.3. Interest and similar payments 1.4. Fee and commission payments 1.5. Operating expenses paid 1.6. Net gains / losses from financial instruments at fair value through profit or loss 1.7. Other receipts 1.8. Other payments 2. Net (increase) / decrease of operating assets (011 to 018) 2.1. Deposits with the CNB 2.2. Ministry of Finance treasury bills and CNB treasury bills 2.3. Deposits with financial institutions and loans to financial institutions 2.4. Loans to other customers 2.5. Securities and other held-for-trading financial assets 2.6. Securities and other available-for-sale financial assets 2.7. Securities and other financial instruments which are not actively traded, but are designated at fair value through profit or loss 2.8. Other assets 3. Net increase / (decrease) of operating liabilities (020 to 023) 3.1. Demand deposits 3.2. Savings and term deposits 3.3. Derivative financial liabilities and other trading liabilities 3.4. Other liabilities 4. Net cash flow from operating activities before income taxes paid ( ) 5. Paid income tax 6. Net cash flow from operating activities ( ) Investment activities 7. Net cash flow from investment activities (028 to 032) 7.1. Receipts from sale of / (payments to acquire) property, plant and equipment and intangible assets 7.2. Receipts from sale of / (payments for purchase) investments in subsidiaries, associates and joint ventures 7.3. Receipts from sale of / (payments to acquire) securities and other investments held to maturity 7.4. Received dividends 7.5. Other receipts / (payments) from investment activities Financing activities 8. Net cash flow from financing activities (034 to 039) 8.1. Net increase / (decrease) of borrowings 8.2. Net increase / (decrease) of issued debt securities 8.3. Net increase / (decrease) of subordinated and hybrid instruments 8.4. Receipts from issue of share capital 8.5. Payment of dividends 8.6. Other receipts / (payments) from financing activities 9. Net cash flow ( ) 10. Effects of foreign exchange differences on cash and cash equivalents 11. Net increase / (decrease) in cash and cash equivalents ( ) 12. Cash and cash equivalents at the beginning of the year 13. Cash and cash equivalents at the end of the year ( ) * Collections arising from interest and dividends may be classified as operating activities (IAS 7 Appendix A)

13 NOTES TO THE FINANCIAL STATEMENTS in HRK Net liquid assets Cash Deposits with the CNB Deposits with banking institutions Treasury bills and CNB bills Securities and other financial instruments held for trading Secutiries and other financial instruments available for sale Securities and other financial instruments which are not actively traded, but are designated at fair value in income statement Loans to and receivables from customers Companies and similar organisations and Government Individuals and unincorporated businesses Total gross loans Companies and similar organisations and Government Individuals and unincorporated businesses Impairment allowance Deposits Companies and similar organisations and Government Individuals and unincorporated businesses Banks and other financial institutions

14 List of subsidiaries and associates Zagrebačka banka d.d. is a licensed bank operating in Croatia and the holding company for the Zagrebačka banka Group. The Bank's subsidiaries and associated companies are show n below : Fully consolidated subsidiaries: Company Group Group ownership in % UniCredit Bank d.d., Mostar Banking 99,3 Prva stambena štedionica d.d. Banking 100,0 ZB Invest d.o.o. Fund management 100,0 Centar Kaptol d.o.o. Property investment 100,0 Pominvest d.d. Property management 88,7 Suvremene poslovne komunikacije d.o.o. Publishing 100,0 Zagreb nekretnine d.o.o. Real estate agency 100,0 Zane BH d.o.o. Real estate agency 100,0 UniCredit Leasing Croatia d.o.o. Leasing 100,0 Locat Croatia d.o.o. Intermediation in trade of various products 100,0 UniCredit Partner d.o.o. Intermediation in trade of various products 80,0 ALLIB NEKRETNINE d.o.o. Rent and management of the ow n property or leased property 100,0 BACAL ALPHA d.o.o. Organisation of project delivery for buildings 100,0 BACAL BETA NEKRETNINE d.o.o. Rent and management of the ow n property or leased property 100,0 ZABA Partner d.o.o. Insurance brokerage 100,0 UniCreditLeasing d.o.o., Sarajevo Leasing 99,3 Equity accounted associated companies: Company Group Group ownership in % Allianz ZB d.o.o., Zagreb Obligatory pension fund management 49,0 Allianz ZB d.o.o., Zagreb Voluntary pension fund management 49,0 Multiplus card d.o.o., Zagreb Advertising and marketing services 25,0 UniCredit Broker d.o.o. Sarajevo brokersko društvo u osiguranju Insurance brokerage 48,7 Changes in scope of consolidation Follow ing the reorganisation at the level of the UniCredit Group, w ith the aim of further strengthening the management structure and optimum market positioning, there w ere several changes in the composition of Zagrebačka banka Group.Three new subsidiaries w ere either directly or indirectly included in the 2015 consolidated financial statements. In April 2015, Zagrebačka banka d.d. acquired the 100% stake in the companies UniCredit Leasing Croatia d.o.o. and Locat Croatia d.o.o. and as of 22 December 2015, UniCredit Bank d.d. Mostar acquired the 100% stake in the companies UniCredit Leasing d.o.o. Sarajevo and a non-controlling interest of 49% in UniCredit Broker d.o.o. Sarajevo. During the third quarter of 2015, Zagrebačka banka d.d. acquired additional 33.67% shares in the subsidiary UniCredit bank d.d., Mostar (by the end of 2015, Zagrebačka banka d.d. ow ned 99.30% of the shares, w hile the ow nership share in 2014 w as 65.63%).

15 Net interest income Previous period Current period Cumulative Quarterly Cumulative Quarterly Interest and similar income Loans to and receivables from customers Debt securities Loans to and receivables from banks Derivative instruments Interest expense and similar charges Current accounts and deposits from banks Current accounts and deposits from individuals Current accounts and deposits from companies and other organisations Borrowings Derivative instruments Other liabilities Net fee and commission income Previous period Current period Cumulative Quarterly Cumulative Quarterly Fee and commission income Domestic payment transaction related fees and commissions Credit card related fees and commissions Foreign payment transaction related fees and commissions Investment management, brokerage and consultancy fees Other fees and commissions Fee and commission expense Credit card related charges Domestic payment transaction related charges Foreign payment transaction related charges Other fees and commissions Impairment losses and provisions Previous period Current period Cumulative Quarterly Cumulative Quarterly Impairment losses/(gains) on loans and receivables from customers Provisions for conversion of CHF loans Other impairment losses and provisions Earnings per share Previous period Current period (Loss)/profit attributable to equity holders of the Ba Weighted average number of ordinary shares in is Basic and diluted earnings per share (expressed in HRK per share) -0,47 5,49

Unaudited financial statements of Zagrebačka banka Group for the period from 1 January 2016 to 30 June 2016 Content:

Unaudited financial statements of Zagrebačka banka Group for the period from 1 January 2016 to 30 June 2016 Content: 1. Management report for the period from 1 January 2016 to 30 June 2016 2. Statement