Hrvatska postanska banka d d : HPB d.d. - Information pertaining to the procedure of merger-by-acquisition of Pronam Nekretnine d.o.o. - Notice on concluding the Agreement on Merger-by-Acquisition

	LEI	529900D5G4V6THXC5P79
	Home Member	Republic of Croatia
	State of Issuer
HRVATSKA POŠTANSKA BANKA d.d.
ISIN	HRHPB0RA0002
Management Board	Stock Exchange	HPB-R-A
Jurišićeva ulica 4, HR-10000 Zagreb	Identifier
Phone: [phone]	Regulated Market/	Zagreb Stock Exchange Inc.
Segment	Official Market
Fax: [phone]

Zagreb, November 14, 2022

No: F00-120/22-SS

Zagreb Stock Exchange Inc.

Croatian Financial Services Supervisory Agency ("HANFA")

Croatian News Agency OTS HINA

Subject:

HRVATSKA POŠTANSKA BANKA p.l.c.

• Inside information
• Information pertaining to the procedure of merger-by-acquisition of Pronam Nekretnine d.o.o.
• Notice on concluding the Agreement on Merger-by-Acquisition

HRVATSKA POŠTANSKA BANKA p.l.c., Zagreb, Jurišićeva ulica 4, had previously informed the investment public on September 21, 2022 about the initiation of the merger-by-acquisition procedure of the subsidiary Pronam Nekretnine d.o.o., in which it holds all ownership shares.

The investment public is informed that on November 11, 2022 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 Pronam Nekretnine d.o.o., with headquarters in Zagreb, Varšavska ulica 9, registered before the Commercial Court in Zagreb under number MBS: 080413774, OIB: 52440723676 (hereinafter: Pronam Nekretnine), as a company that is being merged-by-acquisition, concluded the Agreement on the Merger-by-Acquisition of a L.L.C. to a P.L.C. (hereinafter: the Merger-by-Acquisition Agreement).

The Merger-by-Acquisition Agreement has been submitted to the registry of the Commercial Court in Zagreb on November 11, 2022.

Considering the fact that the Bank holds 100% of the share capital of the company being merged, in terms of the provisions of Article 531 Paragraph 1, in connection with Article 549 of the Companies Act, 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, can become valid only after the Croatian National Bank approves the merger-by-acquisition, on 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, together with other documentation that is subject to publication according to the law related to the transaction.

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 Pronam Nekretnine 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.

HRVATSKA POŠTANSKA BANKA p.l.c.

Hrvatska poštanska banka, d.d. ⋅ Jurišićeva ulica 4, 10000 Zagreb, Croatia ⋅ tel.: [phone] ⋅ [e-mail] ⋅ www.hpb.hr

Bank Management Board: Marko Badurina, Chairman ⋅ Anto Mihaljević, Member ⋅ Ivan Soldo, Member ⋅ Supervisory Board Chairman:

Marijana Miličević ⋅ IBAN: HR46 2390 0011 0700 0002 9 ⋅ SWIFT: HPBZHR2X ⋅ OIB: 87939104217 ⋅ Registered with Zagreb

Commercial Court under number MBS: 080010698 ⋅ Base Capital 1.214.775.000,00 kn, divided into 2.024.625 ordinary shares in nominal amount of 600,00 kn (paid in full)