The Bank and Nova Hrvatska Banka submitted the Merger Agreement to the registry of the Commercial Court in Zagreb on March 1, 2023. Given that the Bank holds 100% of the share capital of Nova Hrvatska Banka, this merger is a special case under Article 531 of the Companies Act. Bank shareholders holding at least one-twentieth of the share capital have the right to request a general meeting to decide on the approval of the Merger Agreement. Requests for convening the general meeting must be submitted within 14 days.
The Merger Agreement, pursuant to Article 63 of the Credit Institutions Act, will only become valid after approval from the Croatian National Bank, which will be communicated to the public in due course. The Merger Agreement and other related documentation are available on the Bank’s website www.hpb.hr and Nova Hrvatska Banka’s website www.novahrvatskabanka.hr, where they can be downloaded free of charge.
The merger will not increase the share capital of the Bank. The procedure involves the transfer of assets and liabilities from Nova Hrvatska Banka to the Bank, without altering the Bank’s shareholder structure. Consequently, each shareholder’s position regarding their share in the capital and voting rights remains unchanged.
