16 January 2002
Meeting of the Supervisory Board of Zagrebacka banka dd
We wish to advise you that a meeting of the Supervisory Board of Zagrebacka
banka d.d. ('Zagrebacka banka') was held on 15 January 2002.
The Supervisory Board agreed to convene the Extraordinary General Meeting
('EGM') of Zagrebacka banka to be held on 27 February 2002 with the following
- Resolution on Election of the Chairman and Deputy Chairman of the General
Meeting of the Bank;
- Resolution on Appropriation of the Profit of Zagrebacka banka for the Year
Ended 31 December 2000;
- Resolution Defining the Text of Amendments to Article 9, 10, and 58 of the
Articles of Association of Zagrebacka banka.
In anticipation of the proposed tender offer (the 'Tender Offer') by
UniCredito Italiano S.p.A and Allianz AG (together 'the Consortium'), a
Special Dividend in HRK counter value of US$7.00 per Zagrebacka banka ordinary
share (US$0.70 per Zagrebacka banka GDR) will be distributed. This Special
Dividend will be payable to all shareholders registered with the Central
Depository Agency as at 15 February 2002.
The Special Dividend will be distributed in the normal way, as is usual for
Zagrebacka banka dividends. The Special Dividend will be distributed shortly
after 27 February 2002 regardless of the launch or success of the Tender
The Special Dividend will represent a total capital distribution of
approximately US$20.19 million from the statutory profit reserves of
Zagrebacka banka to the shareholders of Zagrebacka banka.
As announced on 23 October 2001, the Consortium is proposing to launch the
Tender Offer for all Zagrebacka banka voting shares and GDRs not already owned
by the Consortium.
The launch of the Tender Offer is dependent on certain approvals, however the
Consortium has informed Zagrebacka banka that it expects to be able to launch
the Tender Offer shortly after the UniCredito EGM which is expected to take
place between 28 and 30 January 2002.
Total consideration under the Tender Offer will remain approximately US$238.57
per Zagrebacka banka share (approximately US$23.86 per Zagrebacka banka GDR).
It has further been proposed that 43,124 ordinary registered shares of
Zagrebacka banka be allocated to the beneficiaries of the Bank's remuneration
schemes for management members and key employees, with the payments being
charged to the Bank's 2000 profit after taxation. The shares will be allocated
to 240 employees of Zagrebacka banka under the current profit sharing scheme,
which represents the compensation for the rights to remuneration which had
been granted to them for the years 1999, 2000 and 2001 but were subsequently
terminated as a result of the abolishment of the earlier remuneration schemes.
Also, the amendments to Article 9, 10 and 58 of the Articles of Association
are proposed to the EGM. Under these amendments, the Bank's share capital and
the nominal amount of shares will be converted from DEM into EUR at the ruling
exchange rate. The proposed Resolution does not cause any changes in the
amount of the share capital or the number of the shares issued, nor does it
affect the rights attached to the shares.