Zagrebačka banka dd (hereinafter: “the Bank”) hereby informs its shareholders, clients and the general public that the Council of the Croatian National Bank, at its meeting held on 30 March 2021, approved the merger of Pominvest joint stock company for real estate operations (hereinafter: “Pominvest dd”) to the Bank.
The legal consequence of the merger will be the termination of Pominvest dd as an independent legal entity, with the simultaneous entry of the Bank as the legal successor of Pominvest dd in all legal relations which Pominvest dd is participant.
In order to implement the merger, the Management Board of the Bank and the Management board of Pominvest dd continue to take all necessary legal actions, the first of which was the signing of the merger agreement on 16 April 2021, which was submitted to the court register of the Commercial Court in Zagreb on 19 April 2021.
The next steps for the implementation of the merger are the convening of the General Meeting of Pominvest dd, which must approve the merger agreement, and the submission of applications for registration of the merger to the competent court register. The merger will be carried out and all its legal effects provided by law and the merger agreement will take place on the day of the entry of the merger in the court register the Bank is registered with.
Pursuant to Article 531 of the Companies Act (Official Gazette No 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19), since the Bank owns 100% of Pominvest dd shares, the merger does not require the approval of the General Meeting of the Bank, unless required by the Bank’s shareholders whose shares together reach at least twentieth part (5%) of the Bank’s share capital. Accordingly, these shareholders of the Bank are hereby informed that their requests for convening the General Meeting of the Bank, which would decide on the approval of the merger agreement with Pominvest dd to the Bank, can refer to the address: Zagrebačka banka d.d., Zagreb, Trg bana Jelačića 10.
If the General Meeting of the Bank is not requested, the shareholders of the Bank will be able to ask for the documentation pursuant to Article 517(2) of the Companies Act (Official Gazette No 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19) prepared for needs of this specific merger on the Banks’s business premises in Zagreb, Ilica 38, Monday through Friday from 8 a.m. to 12 a.m. and 1 p.m. to 7 p.m. Insight of the documentation will be provided in the period of one month before the General Meeting of Pominvest dd.