| Issuer | ZAVAROVALNICA TRIGLAV, d.d. |
| Instrument | Dated callable subordinated Tier 2 Bonds |
| Issuer ratings | A stable / a stable (S&P / A.M.Best) |
| Issue rating (expected) | BBB+ (S&P) |
| Status oft he Notes | The Bonds constitute unsecured subordinated obligations of the Issuer, as set out in § 3 of the Terms and Conditions of the Bonds (the "Terms and Conditions"). |
| Amount | EUR 100mn |
| Settlement Date | 16 July 2024 (T+5) |
| Final Maturitiy Date | 16 January 2045 (the "Scheduled Maturity Date") if, on the Scheduled Maturity Date, the Conditions to Redemption and Repurchase are fulfilled; or the first Floating Interest Payment Date following the Scheduled Maturity Date on which the Conditions to Redemption and Repurchase are fulfilled |
| First Reset Date | 16 January 2035 (the "First Reset Date") and any Floating Interest Payment Date thereafter (subject to the Conditions to Redemption and Repurchase) |
| Re-offer: Price / Yield / Spread vs. Midswap | 99.685% / 6.750% Yld / MS (interp. 2.813%) + 393.7 bps |
| Benchmark | DBR 2.6 08/15/34 (@100.334) + 418.9 bps |
| Interest | 6.70% per annum payable annually in arrear until the First Reset Date (short first coupon); and3-months Euribor + 4.937 per cent. (Reference Rate + Margin (including moderate 100 bps step-up)) per annum payable quarterly in arrear thereafter |
| Interest deferral | Optional interest deferral at the Issuer's discretion at any time (subject to dividend pusher with 6-month lookback period). Compulsory deferral upon a Compulsory Deferral Event, including, but not limited to, a breach of the Issuer and/or Group SCR and/or MCR (unless exceptionally waived by the Competent Supervisory Authority), the occurrence of an Insolvency Event or if the Competent Supervisory Authority requires a deferral |
| Arrears of Interest | Cash cumulative and non-compounding. The Issuer will be entitled to pay outstanding Arrears of Interest (in whole or in part) at any time if the Conditions to Settlement are fulfilled with respect to such payment. The Issuer must pay outstanding Arrears of Interest (in whole but not in part) on the next Mandatory Settlement Date. |
| Redemption at the Option of the Issuer | At par, in whole but not in part, on any Payment Business Day during the 6-month period from and including 16 July 2034 to but excluding the First Reset Date, on the First Reset Date and on any Floating Interest Payment Date thereafter, subject to the Conditions to Redemption and Repurchase being fulfilled |
| Redemption Price | 100.00% |
| Conditions to Redemption and Repurchase | As such term is defined in § 5(6) of the Terms and Conditions |
| Target Market | Client category: eligible counterparties and professional clients only |
| Governing Law | German law (except for the status provisions under the laws of Slovenia) |
| Format | Regulation S only (Category 2) |
| Documentation | ZAVAROVALNICA TRIGLAV, d.d.'s stand-alone preliminary prospectus, dated 8 July 2024. The Documentation will be prepared by external legal counsel (Linklaters) |
| Sole Structuring Advisorand Bookrunner | Erste Group |
| Denomination | EUR 100,000 + EUR 100,000 |
| ISIN | XS2848005166 |
| Listing | Luxembourg Stock Exchange, regulated market |
