Pursuant to Article 298 in connection with Article 296 of the Companies Act (hereinafter: the ZGD-1),

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1 ABANKA VIPA d.d. Slovenska 58, 1517 Ljubljana T F SWIFT: ABANSI2X Pursuant to Article 298 in connection with Article 296 of the Companies Act (hereinafter: the ZGD-1), and pursuant to Article 300 of the aforementioned act, the Rules of the Ljubljana Stock Exchange and valid legislation, Abanka Vipa d.d hereby publishes the following: COUNTER PROPOSAL, ADDITIONAL ITEMS ON THE AGENDA AND THE FINAL DRAFT OF THE AGENDA OF THE 25 th General Meeting of Abanka Vipa d.d. to be held on 19 November 2012 at 1 pm at the Best Western Premier Hotel, Hotel Slon Ljubljana, Slovenska cesta 34, Ljubljana. The convening of the General Meeting was published in the daily newspaper Delo on 17 October 2012, and on the following websites: in A. Abanka Vipa d.d. hereby informs shareholders that on 24 October 2012 it received a counter proposal to Item 2 on the agenda (Amendments to Abanka Vipa d.d. s Articles of Association) and a request to amend the agenda of Abanka Vipa d.d. s 25 th General Meeting from Zavarovalnica Triglav d.d., Miklošičeva 19, Ljubljana, holder of 1,843,377 shares of Abanka Vipa d.d., representing 25.61% of the Bank s share capital. Together with the proposed resolutions and justifications, the aforementioned counter proposal and request read as follows: Pursuant to the provisions of the Companies Act (hereinafter: the ZGD-1) and based on the convening of the 25 th General Meeting of Abanka Vipa d.d., Slovenska 58, Ljubljana, published on SEOnet on 17 October 2012, Zavarovalnica Triglav, d.d., Miklošičeva 19, 1000 Ljubljana, hereby submits the following REQUEST TO EXPAND THE AGENDA OF AND COUNTER PROPOSAL TO THE 25 TH GENERAL MEETING OF ABANKA VIPA d.d. Zavarovalnica Triglav, d.d., Miklošičeva 19, 1000 Ljubljana (hereinafter: the Proposer) is the holder of 1,843,377 shares of Abankaa Vipa d.d. (hereinafter: the Company), representing 25.61% of the Company s share capital, evidence of its legal interest to submit a request to expand the agenda and a counter proposal. The Proposer also informs the Company of its intentt to persuade other shareholders to vote for its counter proposal. EXPANSION OF THE AGENDAA AND COUNTER PROPOSAL II. The Proposer hereby requests that Item 2 on the agenda of the Company s 25 th General Meeting be expanded with a counter proposal to the previously published resolution, such that Item 2 on the agenda reads as follows: 2. Amendments to Abanka Vipa d.d. s Articles of Association Proposed resolution no. 2: The following changes to Abankaa Vipa d.d. s Articles of Association shall be adopted: - The word three shall be deleted from the text three to five members in the second paragraph of Article 55 of Abanka Vipa d.d. s Articles of Association. - Article 44 of Abanka Vipa d.d. s Articles of Association shall be amended to read:

2 The General Meeting shall make decisions by no less than a majority of votes cast, unless otherwise specified by these Articles of Association or the law. The General Meeting shall make decisions with a 3/4 (three quarters) majority of all votes at the Bank regarding: - increases and decreases in capital, - amendments to the Articles of Association, - the exclusion of the pre-emptive right to buy shares when share capital is increased, - the winding up of the Bank, - changes in the Bank s status, - the recall of a member of the Supervisory Board, and - votes of no confidence in members of the Management Board. - A new second paragraph shall be added to Article 79 of Abanka Vipa d.d. s Articles of Association that reads: The Bank may merge with other banks. Decisions in this regard shall be made by the Bank s General Meeting. Abanka Vipa d.d. s Supervisory Board is authorised to bring the wording of the Bank s Articles of Association in line with the changes adopted under Item 2 on the agenda of the 25 th General Meeting. Justification: The Proposer proposes that the first paragraph of Article 44 of the Articles of Association be aligned with the wording of the ZGD-1. In the second paragraph, it proposes greater quorum for the adoption of the Bank s decisions for the purpose of protecting minority shareholders. It proposes that the text of Article 79 of the Articles of Association, which allows for the possibility of merging Abanka Vipa d.d. with other banks, be amended. III. The Proposer requests that the agenda of Abanka Vipa d.d. s 25 th General Meeting be expanded with the addition of Item 4, which shall read: 4. Recall and appointment of Supervisory Board members Proposed resolution no. 4: Aleksandra Vuković Kačar shall be appointed to serve as member of Abanka Vipa d.d. s Supervisory Board for a term of four years, effective on the day of appointment. Justification: Article 46 of the Articles of Association states that the Supervisory Board shall comprise seven to nine members. The Supervisory Board currently comprises eight members. The Proposer proposes that Aleksandra Vuković Kačar be appointed to serve as member of the Supervisory Board. Ms Aleksandra Vuković Kačar is a university educated attorney, who has passed the state bar exam. She has many years of work experience in the financial sector, with an emphasis on status and commercial law, and corporate governance. She obtained her professional experience at INTARA, borzno posredniška hiša, d.d. as an attorney, at INTARA DZU, d.o.o. as head of the legal department and later as deputy director, and at Slovenska odškodninska družba, d.d. as head of the legal and personnel affairs department. Since 2005, she has been employed by Zavarovalnica Triglav, d.d., where she currently serves as director of the legal office for subsidiaries. There are no circumstances surrounding Ms Vuković that could lead to possible conflicts of interest or bias on her part.

3 The Proposer, which holds more than one-tenth of the Company s share capital, requests that a resolution be adopted regarding its counter proposal to Item 2 on the agenda of the General Meeting and regarding proposed resolution no. 4 to the agenda, prior to the Management Board s proposal or the counter proposals of other shareholders that were received at a later date. We hereby request that Abanka Vipa d.d. publish the expansion of the agenda and counter proposal by the prescribed deadlines and in the same manner the General Meeting was convened, pursuant to Articles 298 and 300 of the ZGD-1. Ljubljana, 24 October 2012 Zavarovalnica Triglav. d.d. Member of the Management Board: President of the Management Board: Stanislav Vrtunski Matjaž Rakovec B. Abanka Vipa d.d. further informs shareholders that on 24 October 2012 it received a request to amend the agenda of Abanka Vipa d.d. s 25 th General Meeting, with an additional item to the agenda from Gorenjska banka d.d. Kranj, Bleiweisova cesta 1, 4000 Kranj, holder of 1,061,220 shares of Abanka Vipa d.d., representing 14.74% of the Bank s share capital. Together with the proposed resolution and justification, the aforementioned request reads as follows: REQUEST TO AMEND THE AGENDA OF THE 25 TH GENERAL MEETING OF ABANKA VIPA d.d. Pursuant to the provision of Article 298 of the Companies Act (hereinafter: the ZGD-1), Gorenjska banka d.d. Kranj, Bleiweisova cesta 1, 4000 Kranj, as holder of 1,061,220 shares of Abanka Vipa d.d., Slovenska cesta 58, 1000 Ljubljana, representing 14.74% of the latter s share capital, hereby submits a proposal to expand the agenda of Abanka Vipa d.d. s General Meeting, convened for 19 November 2012 at 1 pm at the Best Western Premier, Hotel Slon, Slovenska 34, Ljubljana, with the addition of Item 4 to the agenda which, together with the proposed resolution, reads as follows: 4. Appointment of a new member to the Supervisory Board Proposed resolution no. 4: The General Meeting shall appoint Mr Janko Gedrih to serve as member of Abanka Vipa d.d. s Supervisory Board for a term of four years, effective 19 November Justification: Mr Andrej Hazabent s term of office as member of Abanka Vipa d.d. s Supervisory Board expired on 9 October A new member must be appointed to ensure full membership of Abanka Vipa d.d. s Supervisory Board. Pursuant to the provisions of Article 301 of the ZGD-1, proposals that will be voted on do not require justification. The Bank s General Meeting appoints shareholder representatives to the Supervisory Board. In order to ensure that shareholders are better informed, we hereby provide additional information regarding the candidate proposed to serve as new member of Abanka Vipa d.d. s Supervisory Board. Mr Janko Gedrih, an attorney by profession, was born on 27 November Mr Gedrih, who is now retired, has many years of experience in the fields of law, finance and banking. His former positions

4 include head of the legal department at Papirnica Količevo, director of the general and administrative department at Stol Kamnik, chairman of the executive committee of the Municipality of Kamnik, director of the general and administrative department at NLB d.d., director of NLB d.d. s Kranj branch, general director of NLB Tutonska banka, Skopje, general director of NLB Montenegro banka, Podgorica, general director of NLB Priština, Priština, member of the Supervisory Board of NLB Tutonska banka, Skopje and member of the board of directors of Postbank, Sarajevo. The proposed candidate meets all statutory and legal requirements for appointment as member of the Supervisory Board. The company hereby calls on the Management Board to publish this request to expand the agenda of Abanka Vipa d.d. s General Meeting to be held on 19 November 2012 by the prescribed deadlines and in the same manner the General Meeting was convened, pursuant to Article 298 of the ZGD-1. Shareholder-proposer: Member of the Management Board Tilen Zugwitz Gorenjska banka d.d., Kranj Member of the Management Board Srečko Korber C. Taking into account the aforementioned amendments to the agenda, the final draft of the agenda of Abanka Vipa d.d. s 25 th General Meeting, to be held on 19 November 2012 at 1 pm at the Best Western Premier Hotel, Hotel Slon Ljubljana, Slovenska cesta 34, Ljubljana, reads as follows: 1. Opening of the Bank s General Meeting, the establishment of quorum and the appointment of General Meeting s officers Proposed resolution no. 1: The Bank s General Meeting appoints the following officers: 1. chairman: Stojan Zdolšek, Attorney at Law 2. vice chairman: Tomaž Marinček 3. verification committee: Aleš Brlogar, Chairman Mira Babič, Member Lučka Pucihar, Member 2. Amendments to Abanka Vipa d.d. s Articles of Association Proposed resolution no. 2: The following change to Abanka Vipa d.d. s Articles of Association shall be adopted: The word three shall be deleted from the text three to five members in the second paragraph of Article 55 of Abanka Vipa d.d. s Articles of Association. Abanka Vipa d.d. s Supervisory Board is authorised to bring the wording of the Bank s Articles of Association in line with the change adopted under Item 2 on the agenda of the 25 th General Meeting.

5 3. Share capital increase via cash contributions Proposed resolution no. 3: 3.1. The General Meeting is informed that the increase in the Bank s capital based on the resolution of the 24th General Meeting of Abanka Vipa d.d. regarding a share capital increase via cash contributions was not carried out The share capital of Abanka Vipa d.d., which amounts to EUR 30,045, on the day this resolution is adopted and is divided into 7,200,000 ordinary registered no-par-value shares, shall be increased by a minimum of EUR 49,677, and a maximum of EUR 89,419, to the minimum amount of EUR 79,722, and the maximum amount of EUR 119,464, following the aforementioned increase The share capital shall be increased by issuing new ordinary registered no-par-value shares: Issuer: Abanka Vipa d.d., Slovenska cesta 58, 1517 Ljubljana, company reg. no.: ; Purpose of issue: share capital increase via cash contributions; Date of issue: to be determined by the Management Board on the date the share capital increase is entered in the companies register; Characteristics of shares: no-par-value, book-entry, ordinary registered shares, freely transferable, ISIN SI , code ABKN, same class as previously issued shares; Number of shares: a minimum of 11,904,762 and a maximum of 21,428,572; Rights deriving from shares: shareholders have the right to participate in the management of Abanka Vipa d.d., the right to dividends and the right to an appropriate share of the residual assets after liquidation or bankruptcy of the Bank; Selling price: EUR 4.20 EUR (issue price of one share); Associated amount of one share: EUR ; Total issue value of shares: a minimum of EUR 50,000, and a maximum of EUR 90,000,002.40; The final amount of the share capital increase shall equal the number of new shares, subscribed and paid, multiplied by the associated amount of one share in the share capital Upon issue, shares shall be offered to the public in accordance with the regulations governing the financial instruments market. The public offering shall be made in accordance with the prospectus for the public offering of shares, which must be first approved by the Securities Market Agency (SMA). The manner of selling shares in the public offering, the time schedule of activities in the process of the public offering and all other terms and conditions of the issue, as well as other information on the public offering of shares shall be provided in the prospectus for the public offering of shares Existing shareholders, i.e. shareholders who are entered in the share register on the day the prospectus is confirmed by the SMA, shall have the pre-emptive right to subscribe the issued shares. Each existing shareholder shall have the right to subscribe new shares in proportion to their stake in the Bank s share capital. The number of new shares to which the existing shareholders are entitled shall be calculated on the basis of the ratio between the number of the new shares and the number of the existing shares of the beneficiary, applying the rule of rounding down the number of new shares to which the existing shareholders are entitled. The deadline for subscribing and paying up shares is 14 days from the day of the announcement (first round).

6 3.6. After the expiry of the deadline from Item 3.5 hereof, the shares for which the existing shareholders did not exercise the pre-emptive right to subscribe shall be offered to interested existing shareholders and external investors (second round). If the number of shares subscribed and paid up during the second round exceeds the number of available shares, the shares shall be divided proportionally with regard to paid up amounts. The deadline for subscribing and paying up shares shall be 7 days from the day of the issuer s announcement of the beginning of the second round. The conditions for subscribing shares shall be defined in detail in the prospectus Shares shall be subscribed at locations set out in the prospectus New shares will be subscribed by completing and signing a written statement (subscription certificate). Shares shall be paid up in cash, in euros, to the settlement account of Abanka Vipa d.d. Shares must be paid up by no later than the next business day following the completion of the subscription certificate. The shares shall be deemed subscribed only if paid up in full. Subscription certificates that include stipulations (except the stipulation that a party will pay up a maximum number of shares such that it will not independently or together with related parties exceed one-third of the voting rights of Abanka Vipa d.d. shares) or other limitations will not be accepted. On the basis of such subscription certificates, paid up amounts will be returned to the relevant parties within 15 days of receipt If the share capital increase is not entered in the companies register by 30 April 2013 at the latest, the subscription shall be non-binding and all funds shall be returned to subscribers within 14 days, without interest The Supervisory Board of Abanka Vipa d.d. is authorised to adopt any amendments and supplements to the Articles of Association of Abanka Vipa d.d. in order to bring the wording in line with the implemented increase in share capital. 4. Recall and appointment of Supervisory Board members Proposed resolution no. 4: Aleksandra Vuković Kačar shall be appointed to serve as member of Abanka Vipa d.d. s Supervisory Board for a term of four years, effective on the day of appointment. 5. Appointment of a new member to the Supervisory Board Proposed resolution no. 5: The General Meeting shall appoint Mr Janko Gedrih to serve as member of Abanka Vipa d.d. s Supervisory Board for a term of four years, effective 19 November The materials for the General Meeting, including appropriately justified proposed resolutions and the wording of proposed amendments to the Articles of Association, are accessible at the Bank s registered office, Slovenska 58 in Ljubljana every business day between 9 am and 3 pm, from the date of publication of the convening of the General Meeting until the conclusion thereof. The materials are also accessible at the website from the publication of the convening of the General Meeting onward, and will be accessible at Abanka Vipa d.d. s public website for at least the next five years. Also accessible at the aforementioned website is information on shareholders rights regarding

7 amendments to the agenda, shareholders proposals, including proposals requiring voting, and regarding shareholders right to notification. The holders of regular shares, entered in the share register (central register) by the close of business four days prior to the General Meeting and who have registered with the Bank s Management Board in writing or by fax at no by the close of business four days prior to the General Meeting are entitled to participate and vote at the General Meeting. Each ordinary share confers one vote at the General Meeting. Shareholders shall exercise their rights at the General Meeting personally or through an authorised representative. Each shareholder entitled to participate at the General Meeting has the right to authorise a natural or legal person with the legal capacity to participate at the General Meeting and exercise their voting right on their behalf. Such authorisation must be given in writing. Authorisation must be sent to the company together with the registration form for the General Meeting, and is kept by the company. An authorised representative shall have the same rights to speak and pose questions at the General Meeting as the shareholder it represents. Shareholders may also appoint an authorised representative by fax at no Shareholders may revoke authorisation in the same manner in which it was conferred. Forms for the conferral of authorisation and the registration form for participation at the General Meeting are available on the Bank s website at Shareholders or their legal representatives or authorised representatives shall identify themselves at the General Meeting with a personal document. A legal representative must also present an extract from the companies register. Following the convening of the General Meeting, shareholders whose joint holdings exceed onetwentieth of the share capital may request in writing that an additional item be included on the agenda. Written requests must include the proposed resolution, on which the General Meeting will take a decision. If the General Meeting does not adopt a resolution for a specific point on the agenda, an explanation of that point on the agenda must be attached. Requests must be sent to the company no later than seven days following the publication of the convening of the General Meeting. Shareholders may also submit a request by fax at no Shareholders may submit proposed resolutions in writing for each item on the agenda. A shareholder s proposal is published and communicated in the same manner that the convening of the General Meeting is published, only if the shareholder has sent the company a reasonably justified proposal within seven days following the publication of the convening of the General Meeting, and if it has informed the company of its intention to object to the proposal of the management or supervisory body at the General Meeting and that it will call on other shareholders to vote in favour of its proposal. Shareholders may also submit a request by fax at no The Management Board must provide shareholders with reliable information on matters pertaining to the company at the General Meeting, if so required for assessing the points on the agenda. The right to notification also applies to the company s legal and business relationships with associated companies. Abanka Vipa d.d. s share capital comprises 7,200,000 ordinary registered no-par-value shares, 1,126 of which have no voting rights, as the conversion was not carried out in accordance with Article 68 of the Book-Entry Securities Act (ZNVP). Likewise, 9,213 treasury shares held by Abanka Vipa d.d. as at 16 October 2012 have no voting rights. A further 2,513,321 shares held by Zavarovalnica Triglav, d.d., Miklošičeva cesta 19, Ljubljana (1,843,377 shares), Slovenska odškodninska družba, d.d., Mala ulica 5, Ljubljana (161,119 shares), HIT, hoteli, igralnice, turizem, d.d., Delpinova ulica 7a, Nova Gorica (442,705 shares) and Telekom Slovenije d.d., Cigaletova 15, Ljubljana (66,120 shares) also have no voting rights. The voting rights of

8 the aforementioned shareholders were revoked on the basis of the SMA s decision no / of 13 January The total number of shares with voting rights as at 16 October 2012 was 4,676,340, representing 64.95% of the shares issued by Abanka Vipa d.d. The total number of shares with no voting rights as at 16 October 2012 was 2,523,660, representing 35.05% of the shares issued by Abanka Vipa d.d. The request to expand the agenda and the counter proposal of Zavarovalnica Triglav and the request to amend the agenda submitted by Gorenjska banka d.d., Kranj with the associated enclosure (CV) are accessible to shareholders, together with the final draft of the agenda of the 25 th General Meeting of Abanka Vipa d.d. and other materials, at the Bank s registered office, Slovenska 58 in Ljubljana, every business day between 9 am and 3 pm, until the conclusion of the General Meeting. All of the aforementioned documents are also accessible at the following websites: and Abanka Vipa d.d. Management Board of the Bank