The investing public is hereby informed that HRVATSKA POŠTANSKA BANKA, p.l.c., with its registered office at Jurišićeva street 4, Zagreb, registered with the Court Register of the Commercial Court in Zagreb under Court Register No. MBS: 080010698, OIB: 87939104217, as the Acquiring Company (hereinafter: Bank) and CROATIA BANKA, dioničko društvo with its registered office at Roberta Frangeša - Mihanovića 9, registered with the Court Register of the Commercial Court in Zagreb under Court Register No. MBS: 080007370, OIB: 32247795989 as the Company Being Acquired (hereinafter: CROBA), have entered into a Merger-by-Acquisition Agreement dated 3 September 2026 (hereinafter: Merger-by-Acquisition Agreement).
The Bank submitted Merger-by-Acquisation Agreement to the court register of the Commercial Court in Zagreb on 4 September 2026. The Merger-by-Acquisation Agreement was also submitted to the court register of the Commercial Court in Zagreb on the same day by CROBA.
Given the fact that the Bank holds 100% of the share capital of CROBA, as the Company Being Acquired, this specific case constitutes a special case of merger under Article 531. of the Companies Act. In this regard, shareholders whose shares together represent at least one-twentieth of the share capital are advised that they have the right to demand that a General Assembly of HPB is convened to decide on approving the Merger-by-Acquisition Agreement. In the event of exercising this right, please submit the request to convene the general meeting within 14 days from the publication of the reference notice on the court register website.
In accordance with Article 24. of the Credit Institutions Act, the Croatian National Bank shall be notified of the proposed merger-by-acquisition, and merger-by-acquisition may not be completed before the Croatian National Bank issues a decision stating that it does not object to the proposed merger-by-acquisition or before a statutory presumption of non-objection arises.
The Merger-by-Acquisition Agreement is available on the Bank's website
www.hpb.hr, as well as on the website of CROBA
www.croatiabanka.hr, along with other documentation subject to publication by law regarding the merger-by-acquisition transaction, which can be downloaded free of charge.
The completed merger-by-acquisition will not result in an increase in the share capital of the Bank as the acquiring company. The procedure will result only in the transfer of assets and liabilities of CROBA to the Bank, while it will not result in changes in the Bank's shareholder structure. Consequently, the position of each shareholder of the Bank in relation to his share in the share capital and voting rights remains unchanged.
HRVATSKA POŠTANSKA BANKA, p.l.c.
Merger-by-Acquisition Agreement and Other Related Documentation
