Pre-Annual General Meeting Information • Apr 9, 2021
Pre-Annual General Meeting Information
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HRVATSKA POŠTANSKA BANKA d.d. Management Board Jurišićeva 4, HR-10000 Zagreb Phone: +385 1 4804 400, +385 1 4804 409 Fax: +385 1 4810 773
Zagreb, April 9, 2021
Ur. br.: F00-37/21-SS
LEI 529900D5G4V6THXC5P79 Home Member State of Issuer Republic of Croatia ISIN HRHPB0RA0002 Stock Exchange Identifier HPB-R-A Regulated Market/ Segment Zagreb Stock Exchange Inc. Official Market
Croatian Financial Services Supervisory Agency ("HANFA")
Under the provisions of Articles 277., 278. and 280. of the Companies Act, the Management Board of Hrvatska poštanska banka p.l.c., with Head office in Zagreb, Jurišićeva 4 (hereinafter referred as: "the Bank"), upon the joint proposal of the shareholders of the REPUBLIC OF CROATIA, as the holder of 859,035 shares of the Bank, which makes 42.43% of the share capital, represented by the Ministry of Physical Planning, Construction and State Assets, Ulica Republike Austrije 20, Zagreb, OIB: 95093210687, on the day of submission of the proposal registered as a legal representative of the shareholder in the Central Depository & Clearing Company Inc. (hereinafter referred as: CDCC) and CROATIAN POST INC., Jurišićeva 13, Zagreb, OIB: 87311810356, as a holder of 241,610 shares of the Bank, which makes 11.93% of the share capital, announces
convoked for May 10, 2021 at the Hotel Academia (Gloria hall, 1st floor), Zagreb, Tkalčićeva 88, at 12:00 (noon), for which the Invitation to shareholders was published on April 2, 2021 on the websites of the Court Register of the Commercial Court in Zagreb, of the Bank www.hpb.hr, Zagreb Stock Exchange, in the Official mandatory information register at Croatian Financial Services Supervisory Agency, and via the Croatian News Agency, in a way that after the published Agenda item 16., two new Agenda items 17. and 18. are added, which read:
Pursuant to the joint proposal of shareholders the REPUBLIC OF CROATIA and CROATIAN POST INC., Zagreb, which together hold a share higher than one twentieth (5%) of the Bank's share capital, and in accordance with the results of the assessment of the suitability of the Members of the Supervisory Board of the Bank, the Management Board of the Bank, with prior positive opinion by the Appointment Committee, proposes that the General Assembly passes the following decision under Agenda item 17.:
Hrvatska poštanska banka, d.d. ⋅ Jurišićeva 4, 10000 Zagreb, Croatia ⋅ phone: 072 472 472 ⋅ [email protected] ⋅ www.hpb.hr Management Board: Marko Badurina, Chairman ⋅ Anto Mihaljević, Member ⋅ Ivan Soldo, Member ⋅ Marijana Miličević, President of the Supervisory Board ⋅ 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)
I
It is established that the term of office of the current Members of the Supervisory Board of HRVATSKA POŠTANSKA BANKA p.l.c., Marijana Miličević, Željko Lovrinčević and Marijana Vuraić Kudeljan, will expire on August 12, 2021.
II
Based on the assessment of the suitability of a Member of the Supervisory Board of HRVATSKA POŠTANSKA BANKA p.l.c., conducted in accordance with the Credit Institutions Act, related bylaws and internal policies of the Bank, which regulate the assessment of suitability of Members of the Banks' Supervisory Board, each of the proposed Candidates for the Members of the Supervisory Board of the Bank, as follows:
is considered appropriate to perform the function of a member of the Supervisory Board of the Bank and it is estimated that the candidates jointly have the professional knowledge, skills and experience necessary for independent and autonomous supervision of the Bank's operations, and are therefore considered collectively suitable for performing the functions of the Supervisory Board of Hrvatska poštanska banka p.l.c.
Appointed as Members of the Supervisory Board of HRVATSKA POŠTANSKA BANKA p.l.c. are as follows:
Term of office of appointed Members of the Supervisory Board of HRVATSKA POŠTANSKA BANKA p.l.c. referred to in item III. of this Decision begins on August 13, 2021 or the first day after the day of obtaining the prior consent of the Croatian National Bank and lasts for 4 (four) years.
Pursuant to this Decision and in accordance with the Credit Institutions Act, a request shall be submitted to the Croatian National Bank for the issuance of prior consent for performing the function of a member of the Supervisory Board of the Bank, for persons referred to in item III. of this Decision.
This Decision shall enter into force on the day of its adoption, and shall produce legal effects upon obtaining the prior consent of the Croatian National Bank for performing the function of a member of the Supervisory Board of HRVATSKA POŠTANSKA BANKA p.l.c.
The Ministry of Physical Planning, Construction and State Assets, Ulica Republike Austrije 20, Zagreb, registered as the legal representative of the shareholders of the REPUBLIC OF CROATIA in the CDCC and CROATIAN POST INC., Jurišićeva 13, Zagreb, propose the appointment of the Members of the Supervisory Board of the Bank, due to the mandate expiration of current Members of Supervisory Board of HRVATSKA POŠTANSKA BANKA, p.l.c.
Curriculum vitae of Candidates for the Members of the Bank's Supervisory Board are published on the Bank's website www.hpb.hr.
Pursuant to the joint proposal of shareholders the REPUBLIC OF CROATIA and CROATIAN POST INC., Zagreb, which together hold a share higher than one twentieth (5%) of the Bank's share capital, it is proposed to the General Assembly to adopt the following decision under Agenda item 18.:
I
Pursuant to the provisions of Article 65, paragraph 2 of the Audit Act (OG 127/17), the following are appointed as Members of the Audit Committee of HRVATSKA POŠTANSKA BANKA, p.l.c.:
II
The term of office of the appointed Members of the Audit Committee of the Bank referred to in Item I of this Decision, shall begin on the day the term of office of the appointed Members of the Supervisory Board on this XLVIII General Assembly begins, and lasts until the expiration of the mandate of the same members of the Supervisory Board.
III
This Decision shall enter into force on the day of its adoption.
Pursuant to the provisions of Article 65, paragraph 2 of the Audit Act (OG 127/17), Members of the Audit Committee are appointed from among the Members of the Supervisory Board and/or non-executive Members of the Board and/or other members appointed by the General Assembly of shareholders, or in the case of an entity without shareholders of other members appointed by the same body. Following the above, the Ministry of Physical Planning, Construction and State Assets, Ulica Republike Austrije 20, Zagreb, which was registered as the legal representative of the shareholders of the REPUBLIC OF CROATIA in the CDCC and CROATIAN POST INC., Jurišićeva 13, Zagreb, propose the appointment of the Members of the Audit Committee of HRVATSKA POŠTANSKA BANKA, p.l.c.
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