Management Board Jurišićeva 4, HR-10000 Zagreb Phone: +385 1 4804 400, +385 1 4804 409 Fax: +385 1 4810 773
Zagreb, December 13, 2021 No: F00-101/21-SS
LEI 529900D5G4V6THXC5P79 Home Member State of Issuer Republic of Croatia
Regulated Market/ Segment
ISIN HRHPB0RA0002
Stock Exchange Identifier HPB-R-A
Zagreb Stock Exchange Inc. Official Market
Zagreb Stock Exchange Inc. Croatian Financial Services Supervisory Agency ("HANFA") Croatian News Agency OTS HINA
Subject: HRVATSKA POŠTANSKA BANKA, p.l.c.
- Regulated information
- Information on changes in voting rights
Pursuant to the obligation arising from Article 472 of the Capital Market Act, Hrvatska poštanska banka, p.l.c., Zagreb, Jurišićeva 4 (hereinafter: the Bank) informs the investment community that it has received a notification from the Ministry of Physical Planning, Construction and State Assets on behalf of the Republic of Croatia, on December 13, 2021, on changes in voting rights. This change consists of an increase of over 75% of the share in voting rights in the Bank.
The translation of the notification to English is attached to this information.
Hrvatska poštanska banka, p.l.c.
REPUBLIKA HRVATSKA
MINISTARSTVO PROSTORNOGA UREĐENJA, GRADITELJSTVA I DRŽAVNE IMOVINE
Class: 053-01/21-01/41 Ref. no.: 531-10-01-03/02-21-4
Zagreb, December 07, 2021
CROATIAN FINANCIAL SERVICES SUPERVISORY AGENCY
6 Franje Račkoga St. 10000 Zagreb
HRVATSKA POŠTANSKA BANKA, p.l.c.
4 Jurišićeva St. 10000 Zagreb
SUBJECT: Hrvatska poštanska banka, p.l.c. – changes in the ownership structure - information, to be delivered
Dear Sirs,
Pursuant to Article 482 of the Capital Market Act (Official Gazette no. 65/18, 17/2020 and 83/2021, hereafter referred to as: the Act), Republic of Croatia, represented by the Ministry of Physical Planning, Construction and State Property, hereby notifies the Croatian Financial Services Supervisory Agency and HPB p.l.c. (hereafter referred to as: the Issuer), that it has together with related entities – exceeded the threshold of 75% of the voting rights in the Issuer.
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- Name, headquarters and the business address of the Issuer: Hrvatska poštanska banka, p.l.c., 4 Jurišićeva St., Zagreb, OIB no: 87939104217
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- Data on the legal entity that has exceeded the threshold prescribed by Article 482 of the Capital Markets Act: Republic of Croatia, OIB no:52634238587 – Ministry of Physical Planning, Construction and State Assets, OIB no: 95093210687, 20 Republike Austrije St., 10000 Zagreb, holder of 44.90% of the voting rights in the Issuer
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- information on the shareholder, if the shareholder is different from the natural person or legal entity referred to in point 2 of this paragraph even if that shareholder is not entitled to exercise voting rights in accordance with Article 485 paragraph 1 of the Act, and data on the natural person or legal entity, who on behalf of that shareholder has the right to exercise voting rights in accordance with Article 485, paragraph 1 of the Act: There is no shareholders apart from the Acquirer, who would exercise voting rights in the name of the Acquirer.
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- information on the chain of controlled companies through in which the natural person or legal entity referred to in point 2 of this paragraph actually holds voting rights or financial instruments, if applicable:
- HP Hrvatska pošta d.d., 13 Jurišićeva St., 10000 Zagreb, OIB: 87311810356, holder of 11.93% of the voting rights in the Issuer,
- Hrvatska agencija za osiguranje depozita, 1 Jurišićeva St., 10000 Zagreb, OIB: 94819327944, holder of 8.98% of the voting rights in the Issuer,
- Hrvatski zavod za mirovinsko osiguranje, 3 A. Mihanovića St., 10000 Zagreb, OIB: 84397956623, holder of 8.76% of the voting rights in the Issuer,
- Fond za financiranje razgradnje i zbrinjavanja radioaktivnog otpada i istrošenoga nuklearnog goriva Nuklearne elektrane Krško, 70A Vjekoslava Heinzela St., 10000 Zagreb, OIB: 22388237533, holder of 2.73% of the voting rights in the Issuer.
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- Information from the article 482 paragraph 2 of the Act, with regard to the legal basis due to which the threshold was crossed, reached or fallen below: The threshold has been crossed as a consequence of closure of Fond za gospodarsku suradnju Prosperus (hereafter referred to as: Prosperus FGS), and of temporary entry of Hrvatska banka za obnovu i razvoj in the ownership structure, as well as the increase in ownership stake by Fond za financiranje razgradnje i zbrinjavanja radioaktivnog otpada i istrošenoga nuklearnog goriva Nuklearne elektrane Krško, both of which are 100% owned by Republic of Croatia.
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- Information on the document based on which the threshold from Article 482 paragraph 1 of the Act was crossed: Decision by the Trustee Board of Prosperus FGS to assent to approve the suggested redemption of shares in specie, dated June 23, 2021.
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- Data on the number of acquired voting rights (in absolute and relative amount) based on which the crossing of the threshold from Article 482 Paragraph 1 of the Act has occured:
Absolute no. of voting rights i.e. shares: 57,490 shares, representing a share of 2.84% in voting rights in the Issuer.
- Data on the number of total number of voting rights (in absolute and relative amount) which are held subsequent to the crossing of the threshold from Article 482 Paragraph 1 of the Act:
Absolute no. of voting rights i.e. shares: 1,565,005 shares, representing a share of 77.3% in voting rights in the Issuer.
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Date of crossing of the threshold: June 23, 2021
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- for financial instruments having an execution period, an indication of the date or time period in which the shares will be acquired or in which they may be acquired, if applicable, in the case referred to in Article 484 of the Act: Not applicable.
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- Maturity or expiry date of the financial instrument, in the event referred to in Article 484 of the Act: Not applicable.
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- Overview of the number of voting rights that belong to a natural person or legal entity in cases from Articles 483 and 485 of the Act and the number of voting rights that belonging to that natural person or legal entity in the cases referred to in Article 484 of this Act: Not applicable.
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- Overview by types of financial instruments referred to in Article 484, paragraph 1, item 1 of the Act and financial instruments referred to in Article 484, paragraph 1, item 2 of the Act, distinguishing between financial instruments that give the right to physical settlement and financial instruments that give the right to settlement in money, in the case referred to in Article 484 of the Act: Not applicable.
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- Data on the total number of voting rights (in absolute and relative amount) that will belong to the shareholder or proxy after the holding of the General meeting of shareholders, when the proxy will no longer be able to exercise the voting right at his own discretion, if the power of attorney relates to only one General meeting of shareholders, in the case referred to in Article 485, paragraph 1, item 8 of the Act: Not applicable.
Kind regards,
STATE SECRETARY
Sanja Bošnjak
To be delivered to: