Draft Merger Agreement
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DRAFT MERGER AGREEMENT This Agreement on the status change of merger by absorption (“Agreement”) was entered into in Belgrade on _____________2021, between the following parties: 1. MOJA SUPERNOVA DOO BEOGRAD (Company ID number: 17202057, TIN: 100429741), with the seat at Bulevar Arsenija Čarnojevića 99b, Beograd - Novi Beograd, represented by Managing Director Boris Ivezić (hereinafter referred to as: Transferor) and 2. TELECOMMUNICATIONS COMPANY TELEKOM SRBIJA, joint stock company Beograd (Company ID: 17162543, TIN: 100002887), with the seat at Takovska 2, Beograd - Palilula, represented by Chief Executive Officer Vladimir Lučić (hereinafter referred to as: Transferee) hereinafter collectively referred to as “Parties“ and individually as “Party“ WHEREAS: Transferor and Transferee decided, pursuant to Article 486 of the Company Law (Official Gazette of RS Nos. 36/11, 99/11, 83/14 – state law, 5/15, 44/18, 95/18 and 91/19) (hereinafter: Company Law), to carry out the status change of merger by absorption of Transferor with Transferee; on the date of this Agreement, Transferee is the sole member of Transferor, holding a 100% stake in the total share capital of Transferor and all the conditions set out in Article 501 of the Company Law were fulfilled, the status change is going to be carried out in a simplified procedure; the conditions for conducting a simplified procedure were fulfilled, the General Meeting of Transferee is not required to pass a decision on the status change of merger by absorption and Transferor need not make an auditor’s report on the completed audit of the status change and the management report on the status change and submit them to the general meeting for approval; under Resolution of the Commercial Court in Belgrade number 5-R. br. 159/2020 of 1 October 2020 BDO d.o.o. Beograd was appointed as the auditor that will prepare a Report on the audit of the status change of merger by absorption of Transferor with Transferee. the Parties to this Agreement timely informed the existing creditors of the pending status change within the deadline and in the manner set forth under Article 497 of the Company Law. the Managing Director of Transferor and the relevant corporate governance bodies of Transferee passed decisions on approving the Draft Merger Agreement. the relevant corporate governance bodies of Transferee considered the Report of Auditor BDO d.o.o. Beograd on the audit of the status change and rendered decisions on approving the Executive Board’ Report on the status change of merger by absorption. the general meeting of Transferor and the relevant corporate governance bodies of Transferee passed decisions, in the process of merger, on approving the status change of merger by absorption. The Parties agreed as follows: 1 Ar t i cl e 1 SCOPE OF THE AGREMENT 1.1. This Agreement is to regulate the status change of merger by absorption of Transferor with Transferee by way of transferring all the assets and liabilities of Transferor to Transferee, whereby Transferor shall cease to exist without conducting a liquidation procedure. 1.2. Transferee shall continue to exist and operate under the same business name, the same prevailing activity and the same business seat as the universal legal successor of the Transferor. Ar t i cl e 2 PURPOSE AND TERMS OF THE AGREEMENT 2.1. Bearing in mind that Transferee is the sole member of Transferor, the Parties decided to integrate Transferor with Transferee and conduct a status change of merger by absorption of Transferor with Transferee to achieve ownership and legal consolidation, improve the corporate management, optimize the costs, improve the operation from the aspect of cost-effectiveness and profitability, ensure a more efficient work process and more rational use of resources, in keeping with the Company Law and this Agreement. Ar t i cl e 3 ASSETS AND METHOD OF TRANSFER 3.1. The entire assets of Transferor, which on 31 December 2020 amounted to RSD 36,195,011,785, the liabilities of Transferor which on 31 December 2020 amounted to RSD 33,740,013,598,00 and the capital of Transferor which on 31 December 2020 amounted to RSD 2,454,998,188 shall pass to Transferee. The assets and liabilities that will be transferred to Transferee by way of merger are set listed in Attachment 1, which is an integral and binding part of the Agreement. Since the entire assets of LIMES TELEKOMUNIKACIJE DOO, DESPOTOVAC, which on 31 December 2020 amounted to RSD 57,945,506.00, the liabilities of LIMES TELEKOMUNIKACIJE DOO, DESPOTOVAC, which on 31 December 2020 amounted to RSD 16,379,707.00 and the capital of LIMES TELEKOMUNIKACIJE DOO, DESPOTOVAC, which on 31 December 2020 amounted to RSD 41,565,799.00 were transferred to Transferor on the date of entry into the register of the status change of merger of Transferor with LIMES TELEKOMUNIKACIJE DOO, DESPOTOVAC, as the company dissolving after merger, the assets and liabilities were transferred on 1 March 2021 to Transferor through the Register of Business Entities of the Business Registers Agency, which now passes by way of merger to Transferee, as stated in Attachment 2 which is an integral and binding part of the Agreement. The Parties may, in case of a need and/or as requested by a competent authority i.e. for certification purposes, until the date of registration of the status change of merger, supplement Attachment 1 and Attachment 2 to present a more accurate list of assets and liabilities, if possible. 3.2. Transferee shall be the universal successor of Transferor and shall become a title holder of all of its rights and obligations, including all the rights and obligations acquired after the date mentioned in Article 3.1 of this Agreement. 3.3. Transferor shall assign to Transferee: 2 all assets, the ownership and other rights, all receivables towards third parties in the country and abroad incurred until the date of merger, in keeping with the Agreement, which Transferee irrevocably and unconditionally accepts. all debts and obligations towards third parties and the state and other bodies in the country and abroad incurred until the date of merger, in keeping with the Agreement, which Transferee irrevocably and unconditionally accepts. all licenses, approvals and other benefits and exemptions given on the name of Transferor granted by the business partners, the state bodies or third parties, unless it is otherwise determined by regulations or otherwise agreed. 3.4. All mutual receivables between Transferor and Transferee that are not settled until the date of merger shall be cancelled. 3.5. The assets and liabilities shall be transferred to Transferee in the following manner: the pecuniary assets held on Transferor’s business accounts with commercial banks shall be transferred to Transferee’s accounts based on the Agreement. the ownership right over movable assets– fixed assets, petty inventories and other items shall be transferred to Transferee based on the accounting balance, in keeping with the Agreement. all the rights over immovable assets, without any exceptions and limitations, shall be transferred to Transferee, so that Transferee is authorized to ensure, and Transferor agrees that the rights pertaining to all the immovable assets held by Transferor shall be entered in the relevant real estate cadastre and other public real estate registers in favour of Transferee, without any further consent by Transferee, pursuant to the Agreement (clausula intabulandi); all the rights, obligations, responsibilities, and benefits stipulated in the agreements concluded by Transferor that have not been exercised in full shall pass to Transferee, which shall become a party to said agreement instead of Transferor, if not otherwise agreed. the intellectual property rights, copyrights and similar rights and other rights of Transferor shall be transferred to Transferee pursuant to the Agreement, in keeping with the law in the manner prescribed for the transfer of the relevant type of right – Attachment 5. the permissions, licenses and other similar rights granted to Transferor shall pass to Transferee based on this Agreement, in keeping with the applicable legal regulations, in the manner prescribed for the transfer of permissions, licenses and other similar rights. the debts and other liabilities of Transferor toward any third party, including without limitation, creditors and co-contractors stated in the agreements concluded by Transferor, as well as the accompanying fiscal obligations of Transferor, shall pass to Transferee, by force of law, in line with the Agreement; the rights and obligations arising out of all the received or issued payment security instruments shall be transferred to Transferee, in keeping with the Agreement. 3.6. The entire assets and liabilities of Transferor shall pass to Transferee as of the date of entry of the status change of merger by absorption in the Register of Business Entities of the Business Registers Agency. 3.7. The real estate subject to transfer: 1. business premises no.3 and 4 on the ground floor in Blok 63 Street no. 8, Inđija, cadastral parcel 2793 Cadastre Municipality (CM) Inđija, real estate folio in the land register 9266; value RSD 2,549,669.70; 2. business premises in the building located at Knez Mihailova Street no. 5 Odžaci, CM Odžaci, cadastral parcel 1538, real estate folio 4581, value RSD 3,033,969.89; 3. business premises on the ground floor of the Centar building in Prijepolje, 52m2, CM Prijepolje cadastral parcel 450, real estate folio 148, value RSD 1,521,881.64; 4. commercial property in Sinđelićeva Street no. 54. Čačak, cadastral parcel 644/1 CM Čačak, real estate folio 9100; value RSD 4,264,498.00; 5. commercial property in Sinđelićeva Street no. 52 Čačak, cadastral parcel 644/1 CM Čačak, real estate folio 9100; value RSD 4,264,498.48 6.