Pursuant to Articles 517 and 531 of the Companies Act, Croatian Telecom (Reuters: HT.ZA; Bloomberg: HT CZ), Croatia’s leading telecommunications provider, within the merger procedure of the company HT Services Ltd (hereinafter: “HT Services” or “the merged company”), to the company Croatian Telecom Inc. (hereinafter: “HT” or “the acquiring company”), announces as follows:
HT is the sole shareholder of HT Services and in this merger procedure provisions of Article 531 of the Companies Act are being applied, regulating merger in special cases (“simple” merger).
HT and HT Services concluded the Merger Agreement on 5 November 2024. By the said Agreement, HT Services shall be merged into HT which is the acquiring company, by transfer of all its assets and obligations to the acquiring company, without conducting the liquidation procedure of the merged company. With the day the merger is entered into the Court Register of the acquiring company, the merged company shall seize to exist. The acquiring company shall become the universal legal successor of the merged company, thus entering into all legal relationships of the merged company.
The Merger Agreement referred to under previous paragraph hereof was submitted to the Court Register of the Commercial Court in Zagreb on 6 November 2024.
The Merger Agreement shall enter into force when approved by the Assembly of the merged company and given that this procedure constitutes the afore stated “simple” merger, the approval of the General Assembly of the acquiring company (HT) is not required for the Merger Agreement to become valid, unless shareholders of the said company holding together at least 1/20 of the share capital request that the General Assembly of HT is convened to decide on granting approval for the merger. Such request can be submitted to HT within the deadline of one month as of the day the Merger Agreement has been submitted to the Court Register of the Commercial Court in Zagreb.
Shareholders of HT are hereby notified that all documents listed in Article 517, Paragraph 2, of the Companies Act are available for insight in the company headquarters at the address Radnička cesta 21, Zagreb, during working hours in the time from 10am to 2pm.
HT Services is a daughter company of HT, to which the former technological unit Ericsson Nikola Tesla Servisi Ltd (ENTS) for construction and maintenance of the HT network was transferred on 1 January 2024, together with employees, and based on the Agreement on the transfer of a part of the economic activity that was concluded with ENTS.