HR
Zagrebačka banka d.d. (hereinafter: “the Bank”) hereby informs its shareholders, clients and the general public that the European Central Bank on July 15th 2024, adopted the Decision on the merger by acquisition of ZABA Partner d.o.o. limited liability company for business consulting (hereinafter: “ ZABA Partner d.o.o. ”) to the Bank.
The legal consequence of the merger will be the termination of ZABA Partner d.o.o. as an independent legal entity, with the simultaneous entry of the Bank as the legal successor of ZABA Partner d.o.o. in all legal relations which ZABA Partner d.o.o. is participant.
In order to implement the merger, the Management Board of the Bank and the Management board of ZABA Partner d.o.o. continue to take all necessary legal actions, the first of which was the signing of the merger agreement on 16 September 2024, which was submitted to the court register of the Commercial Court in Zagreb on 17 September 2024.
The next steps for the implementation of the merger are the convening of the General Meeting of ZABA Partner d.o.o., 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, 34/22, 114/22, 18/23, 130/23), since the Bank owns 100% of ZABA Partner d.o.o. 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, 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 ZABA Partner d.o.o. to the Bank, can refer to the address: Zagrebačka banka d.d., Zagreb, Trg bana Jelačića 10 until September 26, 2024.
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, 34/22, 114/22, 18/23, 130/23) prepared for needs of this specific merger on the Banks’s business premises in Zagreb, Trg bana Jelačića 10, Monday through Friday from 8 a.m. to 7 p.m. Insight of the documentation will be provided in the period of one month before the General Meeting of ZABA Partner d.o.o..