TO SHAREHOLDERS OF ZAGREBACKA BANKA d.d. HOLDERS OF THE ORDINARY ZABA-R-A SHARES CIRCULAR LETTER. Dear Shareholders,

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1 TO SHAREHOLDERS OF ZAGREBACKA BANKA d.d. HOLDERS OF THE ORDINARY ZABA-R-A SHARES CIRCULAR LETTER Dear Shareholders, By virtue of the Decision of the Management Board of Zagrebačka banka d.d. (the Bank), the General Meeting of the Bank has been called to take place on 25 January 2018 at 12:00 hours at the Dubrovnik Hotel, Ljudevita Gaja 1, Zagreb. Enclosed herewith we are sending you the Invitation to the General Meeting of the Bank, accompanied with the Agenda and proposals of Decisions including a brief statement of reasons for each of the proposals, and other documents relating to the General Meeting (the attendance application, the ballot, and the proxy with voting instructions). Zagrebačka banka d.d.

2 ZAGREBACKA BANKA d.d. MANAGEMENT BOARD Pursuant to Article 52, paragraph 1, of the Articles of Association of Zagrebacka banka dd (the Bank) and the Decision of the Management Board on convening the General Meeting of Zagrebacka banka dd (Decision no /17 of 19 December 2017), you are invited to attend the General Meeting of Zagrebacka banka d.d., Zagreb, Trg bana Josipa Jelačića 10, taking place on 25 January 2018, at 12:00 hours, at the Dubrovnik Hotel, Ljudevita Gaja 1, Zagreb with the following A G E N D A 1. Decision stipulating the number of the Supervisory Board members of Zagrebacka banka d.d. 2. Decision on the suitability of candidate members of the Supervisory Board of Zagrebacka banka d.d. and the election of the members of the Supervisory Board of Zagrebačka banka d.d. The shareholders are invited to attend the General Meeting. The shareholders are kindly requested to arrive 15 minutes before the beginning of the General meeting in order to register the participants. The Bank s share capital is divided into 320,241,955 ordinary shares, each in the nominal amount of HRK maintained in the electronic records of the Central Clearing Depository Company under the symbol ZABA-R-A as dematerialised registered securities. Each HRK of the nominal amount of a voting share, that is each ordinary share, shall carry one vote at the General Meeting. The shareholders may appoint a financial institution or an authorised association of shareholders, or any other person, to act as their proxy at the General Meeting. In such case, the shareholders are required to provide their proxies with voting instructions regarding the items of the Agenda. A shareholder intending to participate in the General Meeting either in person or through a proxy is required to file a written attendance application with the Bank Management Board on the fifth day prior to the date of the General Meeting at the latest, i.e. no later than 21 December 2017 Attendance applications may be: delivered by mail at the address: Zagrebacka banka d.d., Ured Uprave, Zagreb, Trg bana Josipa Jelačića 10 or submitted in person at the information desk in the outlet of Zagrebacka banka d.d. in Zagreb, Trg bana Josipa Jelačića 10 Share transfers made in the period from the fifth day prior to the General Meeting until the end of the General Meeting shall give no right to attend the General Meeting. The shareholders shall deliver their duly signed ballots together with the attendance application to the Management Board Office (Ured Uprave) at the above address. The votes of the shareholders present or duly represented at the General Meeting, which are given on duly completed and signed ballots and submitted before the General Meeting, shall be taken into account at the time of voting unless the shareholders should decide otherwise at the time of voting.

3 In accordance with Article 434, paragraph 5, item 2 of the Capital Market Act, the Bank shall appoint a proxy to represent the shareholders at the General Meeting. However, the shareholders are free to appoint another person, by means of a letter of proxy, to represent them at the General Meeting. As regards the right of the shareholders holding jointly shares corresponding to one twentieth (1/20) of the Bank s share capital to request a certain matter to be included in the Agenda of the General Meeting and to have such request published, the shareholders are referred to the provisions of Article 278, paragraph 2 of the Companies Act. As regards the right of the shareholders to put forward counter-proposals to the decisions proposed by the Bank Management Board or the Supervisory Board, the shareholders are referred to the provisions of Article 282, paragraph 1 of the Companies Act. As regards the right of the shareholders to nominate candidates for Supervisory Board members, the shareholders are referred to the provisions of Article 283 of the Companies Act. As regards the right of the shareholders to receive information on the company s business operations, the shareholders are referred to the provisions of Article 287, paragraph 1 of the Companies Act. If the General Meeting should not have the required quorum to adopt decisions, as stipulated in the Articles of Association of Zagrebačka banka d.d., the General Meeting shall be adjourned and the substitute General Meeting held on 26 January 2018, at 12:00 hours, at the Dubrovnik Hotel, Ljudevita Gaja 1, Zagreb The notice of the General Meeting, with proposals of Decisions, will be publicized on the web page of the Court Register. As of the date when the notice of the General Meeting is publicized on the web page of the Court Register, the notice of the General Meeting, along with all the relevant documents and necessary notifications shall also be available on the Bank s homepage: The shareholders who acquire the Bank s shares bearing the symbol ZABA-R-A after the notice of the General Meeting may collect the documents for the General Meeting at the Management Board Office, Trg bana Josipa Jelačića 10, Zagreb from 10:00 to 12:00 hours on workdays.

4 ZAGREBACKA BANKA d.d. GENERAL MEETING SHAREHOLDER (holder of ordinary shares) Zagreb, 25 January 2018 (company name / name of the shareholder) PERS. IDENT. NO. (OIB) NO. OF VOTES: Further to the invitation to the shareholders to attend the General Meeting of Zagrebacka banka d.d., Trg bana Josipa Jelačića 10, Zagreb, on 25 January 2018, at 12:00 hours, at the Dubrovnik Hotel, Ljudevita Gaja 1, I submit the ATTENDANCE APPLICATION for the above General Meeting of Zagrebacka banka d.d., in my capacity as a holder of [enter number] of Zagrebačka banka ordinary shares maintained in the electronic records of the Central Clearing Depository Company under the symbol ZABA-R-A The present Application is valid also for the substitute General Meeting to be called if the General Meeting, as indicated above, does not constitute the quorum. B A L L O T Agenda Item I VOTE AS FOLLOWS: 3 IN FAVOUR ABSTAINED AGAINST 4 IN FAVOUR ABSTAINED AGAINST P R O X Y 1. I, the undersigned, hereby authorise: Mr Robert Travaš, an attorney at law of Jurkovićeva 24, Zagreb or Mr Marko Frković, an attorney at law of Jurkovićeva 24, Zagreb each independently and individually, to act as my proxy at the General Meeting of Zagrebacka banka, taking place on 25 January 2018, at 12:00 hours, at the Dubrovnik Hotel, Ljudevita Gaja 1, Zagreb. This Proxy is valid also for the substitute General Meeting to be called if the General Meeting, as indicated above, does not constitute the quorum. 2. I, the undersigned do not authorise the person(s) indicated above to act as my Proxy. I will attend the General Meeting in person or will appoint another Proxy. Shareholder / Authorised Representative signature

5 INSTRUCTIONS FOR COMPLETING: - ATTENDANCE APPLICATION FORM - BALLOT - LETTER OF PROXY The shareholders shall complete the attached form by entering the full company name and the Personal Identification Number (OIB) of shareholders being legal entities, or the full name and the Personal Identification Number (OIB) of the shareholders being natural persons, and the number of votes. On behalf of the shareholders being legal entities, the form shall be signed by the person duly authorised and entered in the court or any other corresponding register. The shareholders natural persons shall personally sign the attached forms. 1. Attendance application A shareholder intending to participate in the General Meeting either in person or through a proxy is required to file a written attendance application with the Bank Management Board on the fifth day prior to the date of the General Meeting at the latest. The attendance application shall be submitted on the attached form and delivered to the Management Board Office: Zagrebačka banka d.d., Ured Uprave, Zagreb or submitted in person at the information desk in the outlet of Zagrebacka banka d.d. in Zagreb, Trg bana Josipa Jelačića Ballot Votes are given in writing, on the attached ballot. The shareholders are required to submit their duly completed and signed ballots prior to the beginning of the General Meeting. Duly completed and signed ballots, along with the attendance application, shall be delivered to the above address. The shareholders shall vote on each Agenda Item by marking the appropriate box on the ballot. The votes of the shareholders present or duly represented at the General Meeting, which are given on duly completed and signed ballots and submitted before the General Meeting, shall be taken into account at the time of voting unless the shareholders should decide otherwise at the time of voting. The results of voting shall be public and announced at the General Meeting. 3. Proxy The shareholders - legal entities shall be represented by a person being their authorized representative and entered as such in the court or other appropriate register. By virtue of the Proxy statement attached hereto, the Bank ensures that the shareholders rights under Article 434, paragraph 5, point 2 of the Capital Market Act are observed, with every shareholder being free to empower by proxy another person to represent them at the General Meeting. If the shareholder wishes, or does not wish, to be represented by the proxy proposed by the Bank in accordance with the applicable legal regulations, the shareholder shall indicate so by marking the appropriate number on the Proxy statement. If the shareholder votes through the proxy provided by the Bank, the proxy shall vote in the way indicated by marking the appropriate box on the ballot. If the shareholder has not completed the ballot by marking the appropriate boxes for all Agenda Items, they are requested to provide their contact details (phone or mobile number, etc.) in order so that the proxy can contact them to receive voting instructions.

6 Under the Agenda item 1, it is proposed that the General Meeting takes the following decisions: D E C I S I O N stipulating the number of the Supervisory Board members of Zagrebacka banka d.d. I It is hereby stipulated that the Supervisory Board of Zagrebacka banka dd shall have 9 (nine) members. II This Decision shall come into force on the day of its adoption. Statement of Reasons 1: Under Article 37 of the Articles of Association of Zagrebacka banka d.d. (the Bank), it has been established that the Supervisory Board of the Bank consists of 9 (nine) or 11 (eleven) members, in pursuance with the decision of the General Meeting of the Bank. In keeping with the above statutory provision, it is proposed to adopt the decision stipulating that the Supervisory Board consists of nine members. Under the Agenda item 2, based on the proposal of the decision of the Management Board on the suitability of candidate members of the Supervisory Board of Zagrebacka banka d.d., with the approval of the Nomination Committee, and the decision of the Supervisory Board on establishing the list of candidate members for Supervisory Board, it is proposed that the General Meeting takes the following decision: DECISION on the suitability of candidate members of the Supervisory Board of Zagrebacka banka d.d. and the election of the members of the Supervisory Board of Zagrebacka banka d.d. I It is hereby established that for the members of the Supervisory Board of Zagrebacka banka d.d., namely 1. Erich Hampel 2. Jakša Barbić 3. Romeo Collina 4. Franco Andreetta 5. Fabrizio Onida 6. Emilio Terpin 7. Savoula Demetriou 8. Aurelio Maccario 9. Wolfgang Schilk 10. Christoph Metze 11. Simone Marcucci by the expiry of the term of office on 10 May 2018, the membership in the Supervisory Board of Zagrebacka banka d.d. shall terminate.

7 II For the members of the Supervisory Board of Zagrebacka banka d.d. have been proposed the following candidates: 1. Erich Hampel 2. Danimir Gulin 3. Romeo Collina 4. Aurelio Maccario 5. Simone Marcucci 6. Wolfgang Schilk 7. Zeynep Nazan Somer Ozelgin 8. Christoph Metze 9. Savoula Demetriou Based on the assessment of suitability for performing the function of the Supervisory Board member of Zagrebacka banka d.d., carried out in pursuance with the Credit Institutions Act and the relevant subordinate legislation and the internal Policy for assessment of suitability of the members of the Supervisory Board of Zagrebacka banka d.d., each of the proposed candidates is considered suitable to perform the function of the member of the Supervisory Board of Zagrebacka banka d.d. III Based on the established list of candidates for members of the Supervisory Board and assessment of their suitability for performing the respective function, the following persons shall be elected members of the Supervisory Board of Zagrebacka banka d.d.: 1 Erich Hampel, Doctor of Social Sciences and Economics, PhD in retirement, Vienna, Austria 2 Danimir Gulin, Doctor of Economics, PhD, Full Professor at the Faculty of Economics and Business in Zagreb, Zagreb, Croatia 3 Romeo Collina, Bachelor of Economics, deputy CEO of UniCredit Bank Austria AG, Castelfranco di Sopra, Italy 4 Aurelio Maccario, PhD in Money and Finance, Head Group Regulatory Affairs of UniCredit S.p.A., Milano, Italy 5 Simone Marcucci, Master in Business Administration, MBA, CEE CFO & Head of CIB Strategy Planning & Control, UniCredit, Desio, Italy 6 Wolfgang Schilk, Mag.iuris, CEE CRO of UniCredit S.p.A., Felixdorf, Austria 7 Zeynep Nazan Somer Ozelgin, undergraduate degree (finance major), Assistant General Manager in charge of Retail Banking and Member of the Executive Committee, Istanbul, Turkey 8 Christoph Metze, Dr.rer.pol, PhD., Head of Corporate Mandates, Director Allianz SE, Unterschleißheim, Germany 9 Savoula Demetriou, Bachelor of Laws, Group Compliance Team Head, Allianz SE, München, Germany IV The term of office of the newly elected members of the Supervisory Board of Zagrebacka banka d.d. referred to in item 3 of this Decision shall last 4 (four) years and shall start as of 11 May V Based on this Decision, and pursuant to the Credit Institutions Act, the request for issuance of prior consent in respect of the performing of the office of the member of the Supervisory Board of Zagrebacka banka d.d. for the persons referred to in item III of this Decision shall be submitted to the Croatian National Bank and this Decision shall come into force as at the date of the prior consent of the Croatian National Bank.

8 Statement of Reasons-2: By the expiry of the term of office of the Supervisory Board members on 10 May 2018, the membership of the Bank's Supervisory Board members shall cease. Pursuant to the Credit institutions Act, the CNB Decision on the Assessment of the Suitability of the Chairperson, Members of the Management Board, Members of the Supervisory Board and Holders of Key Functions in Credit Institutions, as the member of the Supervisory Board of a credit institution can be appointed only a person who has been assessed suitable and who has obtained prior consent from Croatian National Bank to perform the function of the member of the Supervisory Board. Based on the assessed suitability of the proposed candidate members of the Supervisory Board, the Management Board set up the proposal of Decision on the suitability of candidate members of the Supervisory Board of Zagrebačka banka d.d., in respect to which the Nomination Committee granted its approval. The Supervisory Board adopted the Decision establishing the list of candidate members of the Supervisory Board and proposed that at the General Meeting the members of the Supervisory Board be elected by the list. In keeping with the above, under this Decision it is proposed the election of the members of the Supervisory Board in the new four year term starting as of 11 May The curriculum vitae of the proposed candidates shall be available on the Bank s websites.