T-HT - Hrvatski Telekom dd

10/07/2021 | Press release | Distributed by Public on 10/07/2021 07:59

Notice on the conclusion of the Merger Agreement of the company KDS Ltd. into HT Inc.

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 KABELSKO DISTRIBUTIVNI SUSTAV Ltd. (hereinafter: KDS Ltd. or the merged company), to the company Croatian Telecom Inc. (hereinafter: HT Inc. or the acquiring company), announces as follows:

HT Inc. is the sole shareholder of the company KDS Ltd. and in this merger procedure, provisions of Article 531 of the Companies Act are being applied, regulating merger in special cases ("simple" merger).

HT Inc. and KDS Ltd. concluded the Merger Agreement. By the said Agreement, contracting parties agreed that KDS Ltd. shall be merged into HT Inc. as 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 7 October 2021.

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 Inc.) is not required for the Merger Agreement to become valid, unless shareholders of the said company holding together 1/20 of the share capital request that the General Assembly of HT Inc. is convened to decide on granting approval for the merger. Such request can be submitted to HT Inc. 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 Inc. 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 10:00 until 14:00 hours.

KDS Ltd. is a dependent company, 100% owned by HT Group, since the year 2000. KDS business activities consist of reception and distribution of satellite and terrestrial television and radio programs, by providing cable television services. The company has no significant market share, and its business activities are limited to a narrow area in Međimurje County. At the end of 2020, the company realized total revenues in the amount of HRK 3.1 million, with 5 employees.