1/ 15 SAVA and ABANKA VIPA ANNEX NO. 1 TO THE AGREEMENT ON TRANSFER OF SHARES AS COLLATERAL
2/ 15 THIS ANNEX No. 1 TO THE AGREEMENT ON TRANSFER OF SHARES AS COLLATERAL ( Annex ) is entered by and between on the day first written below: (1) SAVA, družba za upravljanje in financiranje, d.d., a joint stock company with its headquarters in Ljubljana, Dunajska cesta 152, Slovenia, registration number 5111358000 ("Transferor"); and (2) ABANKA VIPA d.d., with its headquarters in Ljubljana, business address Slovenska cesta 58, Ljubljana, Slovenia, registration number 5026024000, ("Fiduciary"). The Transferor and the Fiduciary are jointly called the»parties" and severally the "Party". WHERE: A) On 28 April 2010, the Parties concluded the Agreement on Transfer of Shares as Collateral in the form of a notarial protocol drawn by the notary Miro Košak from Ljubljana under the No. SV 1031/10 ("Agreement on Transfer""). B) On 8 October 2013, the Holders duly adopted the Written Decision ( Adopted Written Decision ) in accordance with Condition 8.16 of the Provisions, by way of which, among other things, they imposed the Fiduciary to conclude a change to the Agreement with the defined content. C) The Transferor and the Fiduciary agree to execute the paragraph 6 of the Adopted Written Decision in the form of this Annex. THE PARTIES HERETO AGREE AS FOLLOWS: 1. EXPLANATION 1.1 Definition of expressions The expressions in this Annex have the same meaning as the expressions in the Agreement on Transfer unless specifically defined otherwise.»bonds«mean dematerialised registered bonds issued by the Transferor in total amount of 26,500,000.00 at the interest rate, which after adopting the changes to Condition 3 of the Bonds by the Bonds Holders amounts to 3% p.a., and with maturity, which after adopting the changes to Condition 4 of the Bonds is on 30 November 2014, presumably with designation SA03. Interpretation The Annex shall be construed in accordance with the interpretation rules as defined in Article 1.2 of the Agreement on Transfer. 2. CHANGES 2.1 In Article 1.1. of the Agreement on Transfer, the definitions of»appraisal«and»dtv«are deleted. 2.2 In Article 2.3 of the Agreement on Transfer, the entire wording is replaced with the following wording:»the Transferor irrevocably transfers 6,370 ordinary registered dematerialised shares of the Company with the z ISIN-Code SI0021109630 ("Additional Securities") as collateral to Fiduciary. Additional securities are considered Transferred Shares, to which all
3/ 15 provisions of this Agreement apply mutatis mutandis. With the aim of transfer completion of Additional Securities, the Transferor shall assure the ownership of Additional Securities in the central securities depository of the Central Securities Clearing Corporation be transferred immediately after concluding Annex 1 to the Agreement. The Transferor shall further furnish the Fiduciary with an extract as evidence exhibiting that the Fiduciary has been registered as a statutory holder of Additional Securities in the central securities depository of the KDD. If the obligation as per Article 2.3 is breached by the Transferor, the Fiduciary shall notify the Holders thereof". 2.3 Attachment 1 with the changed Conditions is enclosed to the Annex, which shall replace Attachment 1 to the Agreement on Transfer. 2.4 The Parties agree that the Agreement on Transfer shall remain in force unmodified except to the extent provided in this Annex. 3. CONFIRMATION 1.The Parties agree that all the references to the Agreement in the Agreement on Transfer shall be considered as references to the Agreement on Transfer as amended by the Annex. 2.The changed provisions of the Agreement, which are due to the Adopted Written Decision, do not in any manner whatsoever affect other rights of the Bonds Holders and the Fiduciary that these persons acquired based on the Agreement prior to enforcing the Annex. None of the provisions of the Agreement (e.g. but not limited to: provisions of Article 7.2 of the Agreement) or of the Annex may be construed as causing any right of the Bonds Holders or Fiduciary already acquired based on the Agreement and not changed with the Annex expired or reduced. 4. VALIDITY BY REFERENCE Articles 11 and 12 of the Agreement on Transfer shall apply mutatis mutandis to the Annex as if determined by the Annex and the references to the Agreement in these articles are deemed to be the references to the Agreement jointly with the Annex. In Ljubljana, 21 October 2013
4/ 15 ATTACHMENT 1 Provisions Given below are the provisions and conditions of the Bonds, which will apply jointly (with the amendments and changes) to each of the Bonds and will be included in the order for issuance of the Bonds. 1. FORM, NOMINAL AMOUNT AND HOLDERSHIP The Bonds of Sava, družba za upravljanje in financiranje, d.d. (hereinafter "Sava") in total amount of up to 26,500,000 at interest rate 7.20% p.a. and maturity in 2014 (hereinafter jointly with any further issues of the same series in accordance with Condition 12: "Bonds") are dematerialised registered bonds in nominal amount of 1,000 each. The Bonds will be issued in accordance with the Book Entry Securities Act (Official Gazette No. 2/2007 the official consolidated text, 67/2007 and 58/2009, hereinafter "ZNVP") and will be recorded in the central securities depository (hereinafter "Central Depository"), managed by the KDD d.d., Tivolska cesta 48, SI-1000 Ljubljana, Slovenia (hereinafter "KDD"). The Bonds are transferable in accordance with the provisions of the ZNVP and other Slovene regulations, rules and instructions, which regulate the business of the KDD or are adopted by the KDD. Bonds are transferred by way of entering a transfer in the Central Depository. Sava shall consider any person, who at a defined time is recorded in the Central Depository as a holder of a certain number of Bonds, as a legal holder of such a number Bonds (hereinafter each such person»holder"). A confirmation or any document, by means of which the KDD verifies that a certain number of the Bonds is recorded on the account of an individual person, shall be valid as a final and binding confirmation for this purpose, save in the event of an obvious error. Unless otherwise provided herein, a legal Bonds Holder is considered its absolute holder for all purposes (notwithstanding a delay in meeting the obligations arising from the Bond and a notice of other holder, trusteeship or any other rights on the Bond) and whoever treats the holder in this manner may not suffer from any harmful consequence. No person other than Sava and an individual Holder shall be entitled to exercise the rights from any Bond. 2. STATUS The obligations of Sava arising from the Bonds are direct, unconditional and unsubordinated, and shall be pari passu with each other. Sava guarantees with all of its credibility for a duly and timely payment of the Bonds principal and the interest from the Bonds, as well as for fulfilment of the obligations Sava has thereof. Sava transferred certain assets as collateral ( Collateral Assets ) to Abanka Vipa d.d. ( Fiduciary ) to secure payment of total obligations payable by Sava arising from the Bonds. The obligations of Sava with regard to the collateral are contained in the Agreement on Transfer of Shares as Collateral. 3. INTEREST Interest on the Bonds accrues as of 9 December 2009 ("Effective Date of Interest Accruing") until 9 June 2013 at interest rate 7.20 per cent p.a. and are paid semi-annually in arrears, on each 9 June and 9 December of the calendar year, for the first time beginning on 9 June 2010 (hereinafter every such day "Maturity Date for Payment of Interest"), unless otherwise provided in Condition 5. Interest on the Bonds as of 9 June 2013 ("Effective Date of the Second Interest Accruing") accrues at interest rate 3.00 per cent p.a., of which:
5/ 15 (i) The interest of 1.00% p.a. is paid quarterly in arrears, and that on each 31 March, 30 June, 30 September and 31 December of the calendar year (with the exception of the calendar year 2014 when instead of 31 December it is paid on 30 November), for the first time on 30 September 2013 (hereinafter every such day is referred to as»maturity Date for Payment of the First Part of the Second Interest«); (ii) The interest of 2.00% p.a. is charged quarterly in arrears, and that on each 31 March, 30 June, 30 September and 31 December of the calendar year (with the exception of the calendar year 2014 when instead of 31 December it is charged on 30 November), for the first time on 30 September 2013 (hereinafter every such day is referred to as»maturity Date of the Second Part of the Second Interest«") and is paid together with the principal on 30 November 2014; The interest on the Bonds ceases to accrue on the day of maturity for payment of the Bonds principal. If payment of the Bonds principal is withheld without due cause or rejected, the Holder entitled to such payment is entitled to the interest according to the above-mentioned interest rate (either at the time before or after the judgment is delivered) until the first of the following days appear: (a) the day when all due amounts from such Bond are paid to the Holder (as defined in Condition 5.1) or to any other person who receives them for his/her account, and (b) on the day, which comes five working days after the day, on which Sava notifies the Holders that payment of total due amounts from the principal and the interest will be effected to the individual Holder after Sava receives a notification of person s Euro account in accordance with Condition 5.2 (unless Sava later repeatedly violates its payment obligations). The amount of the interest from the Bonds is calculated on the basis of the total nominal amount of the Bonds principal of an individual Holder and it shall be rounded down to the nearest 0.01 when paid out. If the interest is charged for a period shorter than an individual Interest Period, the calculation takes into account the number of days in the relevant period (inclusive of the first day of such period, but exclusive of its last day), which is divided by the number of days in the Interest Period, within which such period appears. In these conditions: (i) "Working Day" means any day, on which payments can be made in local currency in Slovenia during regular working time and which is not Saturday, Sunday, national holiday or any other work-free day; and (ii) "Interest Period of the First Interest or Interest Period of the Second Interest means a period as of inclusive of the Effective Date of the Interest Accruing until (but not inclusive of) the first Maturity Date for Payment of Interest, and each period as of (inclusive of) the individual Maturity Date for Payment of Interest until (but not inclusive of) the first next Maturity Date for Payment of Interest. (iii) "Relevant Day" means the later of the following days (a) the day of payment maturity and (b) provided that payment was withheld without due cause or rejected, the day, when Sava notifies the Holder it will effect payment after receiving from him/her a notification of his/her Euro account in accordance with Condition 4.6.5.2 (unless Sava later repeatedly violates its payment obligations). (iv) "Maturity Date for Payment of the Second Interest" means the Maturity Date for Payment of the First Part of the Second Interest or the Maturity Date of the Second Part of the Second Interest, depending on the case;
6/ 15 (v) "Interest Period of the First Interest" means a period as of inclusive of the Effective Date of Interest Accruing until (but not inclusive of) the first Maturity Date for Payment of Interest and each period as of (inclusive of) the individual Maturity Date for Payment of Interest until (but not inclusive of) the first following Maturity Date for Payment of Interest; (vi) "Interest Period of the Second Interest means a period as of inclusive of the Effective Date of the Second Interest Accruing until (but not inclusive of) the first Maturity Date for Payment of the Second Interest and each period as of (inclusive of) the individual Maturity Date for Payment of the Second Interest until (but not inclusive of) the first following Maturity Date for Payment of the Second Interest. 4. PAYMENT OF THE PRINCIPAL AND REDEMPTION 4.1 Payment of the principal upon maturity The principal of the Bonds will be paid on 30 November 2014 if the Bonds are not paid or redeemed and invalidated before that date, unless otherwise provided by Condition 5. 4.2 Redemption and invalidation Sava may at all times redeem the Bonds in the open market or otherwise at any price. Each Bond redeemed in that manner may be invalidated, kept or resold. Until Sava or any other person for the account of Sava is the Holder of the redeemed Bonds, the Holder of the redeemed Bonds has no voting right at the Holders general meeting; for the purpose of establishing the quorum of Holders general meeting such Bonds are considered as not being in circulation. The invalidated Bonds shall not be re-issued. 5. PAYMENTS 5.1 Principal and interest The amounts of the principal and interest from the Bonds shall be paid in Euros on the Euro accounts of the Holders entitled to such payments (as defined below). Payment made in this manner is considered a duly fulfilment of an individual payment obligation, after which the obligation of Sava to pay such amount shall expire. In Condition 5: i) "Holder" means, in connection with an individual monetary obligation arising from the Bond, a person who in the Central Depository is recorded as a holder of such Bond at Relevant Time (as this notion is defined below): (ii) "Relevant Time" means, in connection with an individual monetary obligation arising from the Bonds, a closing of the fourth KDD Working Day (as defined below) before the maturity date of such an obligation; (iii) "KDD Working Day" means a KDD business day; and (iv) "Euro Account" means, in connection with an individual person, an account, which for such person is defined in accordance with Condition 5.2 and on which the amounts in euros arising from the obligations from the Bonds may be made. 5.2 Notification of Euro account Every Holder shall define his/her Euro account by notifying Sava of the account details either (a) in accordance with the instructions communicated by Sava to the Holder on his/her demand given in accordance with Condition 14, or (b) in any other manner, which Sava or any other entity on its behalf and in accordance with Condition 14 may communicate from time to time.
7/ 15 If the Holder of such an amount from the Bonds does not specify his/her Euro account in accordance with the preceding paragraph until the fourth KDD Working Day before the due date of such payment, Sava shall pay to the Holder the amount not earlier than on the fifth working day after the day of being duly advised of person s Euro account in accordance with the above provision, whereas the Holder shall not be entitled to claim interest or any other payment that could result from a postponement. 5.3 Payments in accordance with the tax regulation The applicable tax and other regulations shall apply to all payments of obligations from the Bonds. 5.4 Payment on working days If any amount from the Bonds falls due on the day, which is not a working day, the amount shall be paid to the Holder on the first working day that follows and the Holder shall not be entitled to claim interest or any other payment that could result from a postponement. 5.5 Payment agent Sava reserves the right to appoint or revoke at any time the appointment of the payment agent who acts exclusively as a representative of Sava and does not assume any obligations towards the Holders, nor enters a representation or trusteeship relationship with any of them. 6. VIOLATION If any of the events mentioned below takes place (hereinafter referred to "Violation") and for the duration of the violation: 6.1 Non-payment If Sava does not pay an amount of the principal or interest from the Bonds within 30 days from the due date; or 6.2 Insolvency If any of the following events takes place: (i) Sava becomes insolvent; or (ii) Insolvency proceedings against Sava is brought; or (iii) Sava announces a moratorium on payment of any of its obligations or concludes a general outof-court settlement with its creditors; or (iv) Sava ceases to perform an essential part of its business; or 6.3 Liquidation If a decision to start the liquidation of Sava is made; or 6.4 Violation of obligations with regard to additional collateral If Sava violates the obligations from Article 2.3 of the Agreement on Transfer of Shares as Collateral and the violation cannot be remedied or is not remedied within 30 days from the day when the Bonds Holders, whose total nominal amount reaches at least 25 per cent of total nominal amount of total Bonds in circulation, call Sava to remedy the violation by way of a notification; or 6.5 Violation of other obligations
8/ 15 If Sava does not fulfil any of its other obligations from the Bonds or it violates it and the violation cannot be remedied or is not remedied within 30 days from the day when the Bonds Holders, whose total nominal amount reaches at least 25 per cent of total nominal amount of total Bonds in circulation, call Sava to remedy the violation by way of notification, the Bonds Holders may, without any further formalities, decide that the Bonds fall due prematurely in the amount of their principal including the accrued interest, save in the event of the opened bankruptcy proceedings against Sava, in the case of which the Bonds automatically prematurely fall due for payment, without determination of the Holders, on the day of beginning bankruptcy proceedings. The premature due-date shall be determined in writing with the enclosed proof or proofs about the Bonds holdership, whose total nominal amount achieves at least 25 per cent of total nominal amount of the Bonds in circulation. Sava shall notify the Holders of such a determination in accordance with Condition 14. If Sava receives a written notification from the Bonds Holders, whose total nominal amount reaches at least 50 per cent of total nominal amount of all Bonds in circulation, that one or more Violation(s) (other than beginning of bankruptcy proceedings against Sava), based on which the above-described premature due-date of the Bonds was determined, is/are remedied and they wish to revoke the determination, Sava notifies the Holders of receiving such a notification in accordance with Condition 14. In such case, the determination of a premature due-date is considered revoked and has no further effects, which, however, does not affect the rights and obligations that arose prior to giving the notification (on the basis of these Conditions or any other basis). Such cancellation has no effect on other or later notifications or Violations, or on the rights of any Holder in connection with the Violations. 7. STATUTE OF LIMITATION Receivables for payment of the principal shall fall under the statute of limitation if not enforced within five years from the corresponding Relevant Day. Receivables for payment of interest shall fall under the statute of limitation if not enforced within three years from the corresponding Relevant Day. 8. GENERAL MEETING OF BONDS HOLDERS; CHANGES AND WAIVING THE RIGHT As a rule, the Holders implement their rights from the Bonds at the general meeting of the Bonds Holders that represents a meeting of the holders of debtor securities. The rights, about which the general meeting of Holders and Holders, respectively, decide and the decision-making method are described in Condition 8. The procedure of decision-making at a general meeting assures equal treatment of Bonds Holders with regard to the individual rights from the Bonds. 8.1 Meaning of expressions In these Conditions, the following expressions have the following meaning: "Chairperson" means, in connection with the individual General Meeting, an individual who chairs the General Meeting in accordance with Condition 8.4; "Decision" means a decision adopted at the General Meeting, which was called and carried out in accordance with Condition 8, with the majority of Bonds Holders: (i) Whose total nominal amount, in the event of a Withheld Decision, represents at least 75 per cent of total nominal amount of all Bonds in circulation; and respectively (ii) Whose total nominal amount, in all other cases, represents at least 66⅔ per cent of total nominal amount of all Bonds in circulation represented at the General Meeting; "General Meeting" means a general meeting of the Holders (who meet based on the first call or due to continuation after adjournment); A Bond is considered being in circulation if none of the below mentioned events appeared in connection with the Bond:
9/ 15 (i) It was entirely paid or redeemed in accordance with Condition 4 and is (provided it was redeemed) invalidated in accordance with Condition 4.2, or (ii) For the purpose of this Condition 8, if Sava or any of its Agencies (as defined in Condition 4) or any other entity on behalf of any of them is its Holder. "Proxy" means, in connection with a respective General Meeting, a person that received power of attorney by one or several Holders for voting at the General Meeting, other than: (i) a person whose power of attorney has been cancelled and Sava was notified thereof in writing at least 24 hours before the time determined for holding the General Meeting; and (ii) a person whose power of attorney for voting at the General Meeting, which was adjourned due to lack of quorum, and was not imparted a new power of attorney for voting at continuation of the General Meeting after adjournment; "Withheld Decision" means, unless provided otherwise in the following paragraph (Decisions Requiring Consensus), a decision about every proposal made by Sava: (i) About a change in the day or the manner of determining the day defined for payment of the principal, interest or any other amount due from the Bonds, for reducing or releasing the principal, interest or any other amount falling due for payment on any day based on the Bonds, or for a change in the calculation method of the principal, interest or any other amounts on any day based on the Bonds; (ii) About a change in the currency, in which an amount due based on the Bonds shall be paid or in payment method for such amount; (iii) About a change in the provisions concerning the quorum of the General Meeting or the majority required for adopting a Decision, Written Decision or any other decision by the Holders, or in the provisions of the lowest number or share of cast votes, or the lowest number or share of Bonds required in connection with an individual decision or act on the part of the Holders or on their behalf; (iv) About a change in the meaning of the notions "Withheld Decision", "Decision", "in circulation" or "Written Decision"; (v) About a change or waiving the enforcement of provisions contained in Condition 2 (Status); or (vi) About a change in the provisions concerning the circumstances, in which a premature maturity of the Bonds can be determined and are contained in Condition 6 (Violations). "Decisions Requiring Consensus": A decision on the proposal about: (i) A change in the law according to which the obligations from the Bonds are judged, a change in the courts to whose jurisdiction Sava consented in the Bonds as defined in Condition 15 (Governing Law and Jurisdiction of Court); (ii) A change in the provisions of these Conditions, which refer to the exchange or replacement of the Bonds for or a change in the Bonds in other obligations or securities whose issuer is Sava (unless it is about a change in the Bonds based on Condition 10 (Exchange of Bonds) or any other entity, due to which the Conditions for the holders of the Bonds to whom these Conditions apply are less favourable than: (A) The provisions applying to the obligations or securities of Sava or other entity and result from such exchange, replacement or change; or
10/ 15 (B) If the exchange or replacement results in more than one series of other obligations or securities, provision of series with the highest total nominal amount; or (iii) A change of the provision (Decisions Requiring Consensus) it shall only be valid if agreed with by the Holders of all Bonds in circulation. "Changes": except in cases mentioned in the preceding paragraph (Decisions Requiring Consensus), the provision of these Conditions may only be changed if a change is approved of by way of a Decision or a Written Decision. "Voter" means, in connection with an individual General Meeting, a person who 48 hours prior to the time determined for beginning of the General Meeting is recorded in the Central Depository as a holder of one or several Bonds or a Proxy of such person; "Written Decision" means a decision in writing, signed by the Bonds Holders whose total nominal amount represents at least 75 per cent in the event of a Withheld Decision, and in the event of any other decision a 66⅔ per cent of total nominal amount of all Bonds in circulation. A Written Decision may be contained in only one document or in several separate documents of the same format, each signed by or on behalf of one or several Holders; "24 hours" means a period of a 24-hour duration, which entirely or partially includes a part of a banking business day in the place of the General Meeting (at which the day of General Meeting does not apply); if the mentioned condition is not fulfilled, this period shall be prolonged by one or several 24-hour periods until a period includes also the entire day or a part of the banking business day in the place of the General Meeting; and "48 hours" means two successive 24-hour periods. 8.2 Call of the General Meeting Sava may call a General Meeting at any time; it shall, however, call it when so requested in writing by the Holders, whose total nominal amount represents at least one tenth of total nominal amount of all Bonds in circulation. 8.3 Notice of the call Notice of the call of the general meeting, which includes the date, hour and place of the General Meeting, shall be submitted to the Holders at least 21 days prior to the day of the General Meeting (at which this term does not include the day when the notice of the call is given and the day of the General Meeting). The notice shall include (i) the entire wording of the proposed decisions, (ii) description of the manner and term for appointment of Proxies, at which the ultimate term for appointment of Proxies shall be 24 hours prior to the time determined for the beginning of the General Meeting and (iii) the name of the Chairperson appointed by Sava. 8.4 Chairperson The General Meeting is chaired by a private individual (who may be, but not necessarily, a Holder), who is appointed by Sava as a chairperson at the General Meeting. If a person appointed as a chairperson is not present in the place of the General Meeting after the lapse of 15 minutes from the time determined for the beginning of the General Meeting, the persons present shall select one from among them as a chairperson, otherwise Chairperson may be appointed by Sava. 8.5 Quorum The General Meeting constitutes a quorum and may validly adopt Decisions: (i) If the decision-making is attended or represented by the Bonds Holders whose total nominal amount exceeds 50 per cent of total nominal amount of all Bonds in circulation; or
11/ 15 (ii) In the event of the General Meeting, which is continued after being adjourned due to a lack of quorum if the decision-making is attended or represented by the Bonds Holders whose total nominal amount achieves at least 25 per cent of total nominal amount of all the Bonds in circulation. Notwithstanding the above mentioned, the Decision about an individual Withheld Decision may be validly adopted only at the General Meeting, at which the Bonds Holders attend or are represented at decision-making whose total nominal amount achieves at least 75 per cent of total nominal amount of all Bonds in circulation. 8.6 Adjournment due to a lack of quorum If quorum of the General Meeting is not constituted within 15 minutes after the time determined for its beginning: (i) Provided that the General Meeting was called at the request by the Holders, the General Meeting is dissolved; and (ii) In any other event, the General Meeting is adjourned, while the Chairperson shall determine a later day (which may not be less than 14 days and not more than 42 days after the original day of the General Meeting) and the place for continuation of the General Meeting; Notwithstanding the above-mentioned, Sava may decide for such General Meeting to be dissolved and none of the General Meetings may be adjourned more than once due to a lack of quorum. 8.7 Adjournment of the General Meeting The Chairperson may with the agreement by the General Meeting (or he/she shall at the request by the General Meeting) adjourn the General Meeting to a later time or to a different place, however at such a General Meeting only acts may be performed, which could have been validly performed at the General Meeting that had been adjourned. 8.8 Notice of adjournment Condition 8.3 also applies in connection with continuing the General Meeting, which was adjourned due to a lack of quorum, at which: (i) The term of the call is shortened to at least 10 days (at which this term does not include the day when the notice of call is given and the day of continuing the General Meeting); and (ii) The notice of the call shall describe the requirements for quorum of the General Meeting provided it is continued. A notice of continuing the General Meeting, which was adjourned due to any other reason, is not required. 8.9 Participation The General Meeting may be participated by and the following persons may have a word: (i) Voters; (ii) Representatives of Sava; (iii) Financial advisers to Sava; (iv) Legal counsel to Sava; (v) Financial advisers to the Holders present or represented at the General Meeting; (vi) Legal counsel to the Holders present or represented at the General Meeting;
12/ 15 (vii) Representatives of the Fiduciary; (viii) Any other person approved by the General Meeting. 8.10 Voting by counting of the votes The General Meeting shall decide on all issues with voting by counting of the votes. 8.11 Votes Every Voter has one vote for every Bond whose Holder the person alone is or the person he/she is representing. In the event of a tie, the Chairperson shall have a casting vote. The Voter shall not be obliged to utilise all votes to which he/she is entitled to, nor vote with all votes he/she is entitled to in the same manner. 8.12 Valid votes cast by proxies At the request by Sava, a notarised copy of the document about appointing the Proxy shall be submitted to the General Meeting as well as appropriate evidence about the identity of the Proxy named in the document, at which Sava shall not be bound to check the validity of appointment or the extent of power of attorney of an individual Proxy. The votes cast by a Proxy are valid also when the power of attorney or instruction given to a Proxy was changed or revoked if Sava was not notified in writing of a change or revocation at least 24 hours before the time determined for the beginning of the General Meeting. If the power of attorney given for voting at an individual General Meeting is not revoked, it shall remain valid also in the continuation of the General Meeting after adjournment. Notwithstanding the abovementioned, the Proxy shall acquire a new power of attorney for voting in the continuation of the General Meeting for voting in the continuation of the General Meeting adjourned due to a lack of quorum. 8.13 Competences Without prejudice to other rights and authorisations of the General Meeting or any other entity, the General Meeting may by way of a Decision: (i) Adopt any Withheld Decision; (ii) Adopt any proposal by Sava about a change, annulment, modification or adjustment of any Condition or provision, which regulates the obligations of Sava from the Bonds or associated with them; (iii) Agree with the fact that any other person becomes the principal person liable for the obligations from the Bonds instead of Sava or any other entity who prior to that replaced Sava; (iv) Decide about an anticipatory approval of non-fulfilment or subsequent waiving the enforcement of rights based on non-fulfilment of an obligation Sava has from the Bonds or in connection with them, and any act or omission, respectively, that would otherwise constitute a Violation; (v) Authorise any person (including Fiduciary) to sign the documents and take the necessary steps for enforcement of a Decision; (vi) Instruct the Fiduciary in connection with the Collateral Assets; (vii) Replace the Fiduciary;
13/ 15 (viii) Appoint a new Fiduciary and agree with the appointment; (viii) Impart other authorizations, approvals or instructions that shall be imparted by way of a Decision; and (ix) Appoint any person in the committee who represents the interest of the Holders and transfers to the committee the authorizations that otherwise the Holders themselves could execute by way of a Decision. 8.14 Decision is binding for all Holders The Decision, which is duly adopted by the General Meeting called in accordance with Condition 8, is binding for all Holders, irrespective of the fact whether they were present at the General Meeting or not, and irrespective of the fact whether they voted for or against such a Decision, and every Holder shall respect the Decision accordingly. Sava shall notify the Holders of any result of voting about the Decision in accordance with Condition 4 and within 14 days after the General Meeting is finished. 8.15 Minutes The minutes of the General Meeting and its decisions shall be kept. The minutes of the meeting signed by the Chairperson represents sufficient (prima facie) evidence that the General Meeting took place as recorded in the minutes. If and until not proven otherwise, the General Meeting, for which the minutes was kept and signed, is considered duly called and the procedures carried out and decision adopted at the General Meeting are considered duly performed and adopted. 8.16 Written Decision Every Written Decision shall have the same effect as if it was a Decision and it is binding for all the Holders irrespective of the fact whether they signed it or not. 9. OBVIOUS ERROR Changes and amendments to the provisions of the Bonds and these Conditions are admissible without agreement by the Holders provided they are required in order to remedy obvious errors or mistakes of formative or technical nature and are of minor significance on condition they are established by way of a signed legal opinion from one of the major law firms. 10. EXCHANGE OF BONDS If (a) by adopting a Decision or signing a Written Decision it was decided that any provision of the Bonds or these Conditions shall be amended, changed or annulled, or that instead of Sava any other person becomes a principal person liable for the obligations from the Bonds; or (b) the change of a provision of the Bonds or these Conditions is allowed in accordance with Condition 9, if in compliance with the Slovene law it is so required for such change, amendment, annulment or replacement to take effect, the Bonds shall be considered prematurely due and Sava shall entirely comply with all of its obligations from the Bonds by assuring that on the Exchange Day (as defined below) the Replacement Bonds (as defined below) are transferred to the account of the Holders at the KDD in exchange for the Bonds that were recorded in favour of such accounts at the end of the last KDD Working Day before the Exchange Day. Every Holder is considered to have agreed with the exchange of the Bonds in accordance with the above-mentioned and to have authorised the KDD for corresponding transfers from its securities account to the account of Sava. In this Condition 10: (i) "Exchange Day" means the day determined by Sava in the notice to the Bonds Holders in accordance with Condition 14 given at least seven days before such a day; and
14/ 15 (ii) "Replacement Bonds" are the securities, which differ from the Bonds only to the extent approved with an Extraordinary Decision or a Written Decision or allowed in accordance with Condition 9. 11. FURTHER ISSUES Sava may at any time without consent by the Holders issue further bonds whose conditions equal the Bonds in all respects (in all respects with the exception of the first payment of interest from further issue of Bonds) so that they form one single series of securities with the Bonds. 12. FIDUCIARY 12.1 Compensation for damage to Fiduciary The Agreement on Transfer of Shares as Security contains provisions about compensation for damage to the Fiduciary and its exemption from obligation in certain circumstances. 12.2 Relations with Sava The Agreement on Transfer of Shares as Security contains provisions, on the basis of which the Fiduciary shall be entitled to (i) make transactions with Sava and its subsidised companies and appear as a fiduciary for the holders of other securities issued by Sava or its subsidized companies and (ii) perform these transactions or exercise the rights arising from the mentioned relations irrespective of the Holders interest. 12.3 Fiduciary treats the Holders as one class When exercising the right and power of attorneys of the Fiduciary, the Fiduciary shall treat the general Holders interest as beneficiaries of one class and shall not consider the interests that would appear owing to special circumstances of an individual Holder. 12.4 Violation The Fiduciary shall not be obliged to perform an act for establishing whether a violation was committed and until it is not aware of any such fact (either it is notified in writing or in any other manner) it is entitled to believe the Violation has not occurred. 13. EXECUTION In the event of a premature maturity of the principal of the Bonds including accrued interest, the Fiduciary may on the basis of the Decision imposing the same, begin the procedure or procedures for enforcing the rights of the Holders as instructed by the Holders. 14. NOTICES A notice to the Holder is considered valid if submitted in one of the following manners (to be chosen by Sava at its discretion): (a) if sent to a Holder on the address recorded in the Central Depository or communicated to Sava in accordance with Condition 13, at which such notice is considered given on the eighth day after the day when it was posted; or (b) if it is announced in an established daily newspaper, which is generally accessible in Slovenia, in any case it shall be announced also in the manner defined by the rules of the regulated market, on which the Bonds are listed (if the Bonds are listed). The published notice shall be deemed to have been given when it is announced, and if it is announced several times, it shall be deemed to have been announced on the day of its first announcement. The notices to Sava are given by a letter or a telefax on the address:
15/ 15 Sava, družba za upravljanje in financiranje, d.d. Škofjeloška cesta 6 4000 Kranj Slovenia Telefax: + 386 4 206 63 46 Recipient: Iva Žagar or any other address, telefax number or stating any other recipient, which Sava may determine in individual cases with a previous notice to the Holder. The notices to Sava have the effect when received by Sava, at which each notice or message that would otherwise have effect after 16:00 hours of a certain day or on the day, which in the place of addressee is not a working day, shall be deemed to have been received at 10:00 hours on the first following working day in the place of the addressee. 15. GOVERNING LAW AND COURT JURISDICTION 15.1 Governing law The Slovene law shall apply in judging the rights and obligations from the Bonds and all direct nonbusiness obligations, which arise or are in connection with them. 15.2 Court jurisdiction The court of competent jurisdiction in Kranj shall make decisions on all claims, lawsuits and disputes from the Bonds or in connection with them.