Notice on the implementation of corporate action for the purpose of share capital decrease by share merger
On 30 June 2021, the General Assembly of the company Dalekovod, d.d., Ulica Marijana Čavića 4, 10000 Zagreb, PIN: 47911242222 (hereinafter: "Company") adopted the Decision on the simplified decrease of the Company’s share capital on the basis of which the Company's share capital was reduced from the amount of 247,193,000.00 HRK by the amount of 244,721,070.00 HRK to the amount of 2,471,930.00 HRK for the purpose of covering losses (hereinafter: "Decision on the decrease of the share capital"). Pursuant to Article 349 paragraph 3 in relation to Article 342 paragraph 4 of the Corporations Act, the decrease of the share capital was implemented by merging the Company’s share in the merger ratio of 100:1, as stated in the Decision on the decrease of the share capital. The Decision on the decrease of the share capital was entered in the court register of the Commercial Court in Zagreb, pursuant to the Decision of the reference number Tt21/30776-2 of 8 July 2021.
Pursuant to the obligation stated in Article 8 paragraph 2 of the Decision on the decrease of the share capital, the Company hereby issues a notice to the shareholders and the general public on the following matter:
Središnje klirinško depozitarno društvo d.d., Heinzelova 62a, 10000 Zagreb, PIN: 64406809162 (hereinafter: "SKDD") shall implement a corporate action for the purpose of share capital decrease by share merger (hereinafter: “Corporate Action”) in accordance with the Decision on the decrease of the share capital and other applicable acts of the SKDD, and the aforementioned implementation shall be carried out on 29 July 2021.
During the implementation of the Corporate Action, the SKDD shall open a joint escrow account (hereinafter: “Escrow Account”) for all shareholders who did not receive the integer of (new) shares after the implementation of the Corporate Action. After the implementation of Corporate Action, the number of new shares belonging to the aforementioned shareholders shall be rounded to the first lower integer (of new shares) and the number of shares on their dematerialized securities account shall be reduced accordingly. The parts of the existing shares that remain after the implementation of the Corporate Action shall be subscribed to the Escrow Account and they shall represent the escrowed shares (hereinafter: "Escrowed Shares").
The Escrow Account shall be opened as an account of the escrow agent in accordance with the SKDD acts and the Escrow Agreement entered into between the Company and SKDD. SKDD shall be the holder of the Escrow Account. The Company shall keep special records of shareholders and related parts of shares recorded in the Escrow Account. The Escrow Account shall stay open as long as there are Escrowed Shares in it.
Escrowed Shares are not the assets of the Company, but the assets of the respective shareholders. Shareholders retain all rights under parts of the Escrowed Shares recorded in the Escrow Account, including the right to dividend payout and the right to vote. In order to exercise the right to vote under parts of the Escrowed Shares recorded in the Escrow Account, the shareholders can appoint a joint representative in accordance with Article 228 of the Corporations Act and instructions which the Company can publish in the invitations to the next General Assembly and the General Assemblies that may follow.
In order to dispose of the parts of the Escrowed Shares recorded in the Escrow Account, the shareholders should issue an order to the Company in order to implement the change in the records kept by the Company. If the disposal is related to whole, that is, integer (new) shares, the Company shall issue a corresponding order to SKDD. For example, shareholders may dispose of parts of Escrowed Shares recorded in the Escrow Account by having several shareholders, whose parts together constitute one or more new shares, request the Company to transfer their shares to the joint account of those shareholders. In order to achieve this, it is necessary to open a joint account of dematerialized securities at the SKDD. Upon the receival of the shareholders’ request, the Company shall issue an order to the SKDD to transfer the corresponding number of (new) shares from the Escrow Account to the joint account of the shareholders.
In case the shareholders should have any questions related to the exercise of rights or disposal of parts of the Escrowed Shares recorded in the Escrow Account, they can contact the Company by sending an e-mail to the following address: dionicari@dalekovod.hr.
Dalekovod jsc.
Source of information:
Dalekovod jsc.
M.Čavića 4, 10000 Zagreb
Tel:+385 1 24 59 928
e-mail: glasnogovornik@dalekovod.hr
URL: www.dalekovod.com
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