Notice on concluding and submission the Agreement on Merger-by-Acquisition to the court register of the Commercial Court in Zagreb
The investment public is hereby informed that the HRVATSKA POŠTANSKA BANKA p.l.c., with its registered office in Zagreb, Jurišićeva ulica 4, registered before the Commercial Court in Zagreb under number MBS: 080010698, OIB: 87939104217, as the acquiring company (hereinafter:
Bank), and Nova hrvatska banka PLC, with headquarters in Zagreb, Varšavska ulica 9, registered before the Commercial Court in Zagreb under number MBS: 080126398, OIB: 78427478595 (hereinafter:
Nova hrvatska banka), as a company
that is being merged-by-acquisition, concluded the Agreement on the Merger-by-Acquisition on March 1, 2023 (hereinafter: the Merger-by-Acquisition Agreement).
The Bank submitted the
Merger-by-Acquisition Agreement to the registry of the Commercial Court in Zagreb on March 1, 2023. On the same day, the Merger-by-Acquisition Agreement was submitted to the registry of the Commercial Court in Zagreb by Nova hrvatska banka.
Considering the fact that the Bank holds 100% of the share capital of the Nova hrvatska banka, as a company that is being merged-by-acquisition, in this particular case it is a special case of merger from Article 531 of the Companies Act. In this regard, Bank's shareholders whose shares together reach at least one twentieth of the share capital are warned that they have the right to demand that the general meeting is convened in order to decide on the approval of the Merger-by-Acquisition Agreement. In case of exercise of the mentioned right, we require that the request for convening the general meeting is submitted no later than within 14 days.
Merger-by-Acquisition Agreement, in accordance with Article 63 of the Credit Institutions Act, shall become valid only after the Croatian National Bank approves the merger-by-acquisition, about which the public will be informed in a timely manner.
The Merger-by-Acquisition Agreement is available on the Bank's website
www.hpb.hr as well as Nova hrvatska banka website
www.novahrvatskabanka.hr, together with other documentation that is subject to publication according to the law related to the transaction, which can be downloaded free of charge.
The completed merger-by-acqusition will not result in an increase in the share capital of the Bank as the acquiring company. The procedure results only in the transfer of assets and liabilities of Nova hrvatska banka to the Bank, while it does 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.