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INFORMATION 12. APPLICATION FOR THE APPROVAL TO ACQUIRE A QUALIFYING HOLDING IN A CREDIT INSTITUTION When determining the extent of information, in addition to the provisions of Article 35 of the Credit Institutions Act (OG 117/2008, 74/2009 and 153/2010), which prescribes the obligation to provide information that will accompany the application for the approval to acquire a qualifying holding in a credit institution, the legal basis for requesting additional information can also be found in the provisions of Article 30, paragraph 1 of the Act on the Croatian National Bank and Article 63, paragraph 5, Article 163 and Article 202 of the Credit Institutions Act. For the purpose of a better insight into all the information that should be presented with the application for the approval to acquire a qualifying holding in a credit institution, the table containing the list of all the information (documents, reports, data, etc.), required for a high-quality processing and deciding on specific applications, is given below. In order to eliminate in advance possible ambiguities in understanding the extent and contents of the requested information and in order to reduce the number of subsequent inquiries addressed to the Croatian National Bank as regards the amendments to an individual application, the explanations are also given in a separate column. No. INFORMATION that must be EXPLANATIONS included in the application for the approval to acquire a qualifying holding in a credit institution 1 1 2 1. Subject (type) of the legal Article 34, paragraph 1 or 2 or 11 of the Credit arrangement/transaction for Institutions Act which the authorisation/approval is requested from the CNB and the date of submitting the application 2. Name and registered office of the name/firm, address and registered office of a institution/legal person to which credit institution in which a qualifying holding is the respective application refers acquired 3. Name/firm, registered office, if the applicant has empowered another person for address, telephone and fax number representation in a specific matter, and e-mail address of the applicant officially certified power of attorney should be delivered 4. Code of the sector/subsector of the first and last name of the acquirer (natural person) applicant (company, financial should be submitted, as well as the address or institution, household) and domicile and other data for identification and/or description of activity/profession firm of the acquiring company and address of its registered office and other data for identification 1 If the respective application for the approval to acquire a qualifying holding in a credit institution is submitted concurrently with the application for the authorisation to provide banking services, the part should be referred to which lists individually the information that should be provided with the application for the authorisation to provide banking services. 1 INFORMATION 12. APPLICATION FOR THE APPROVAL TO ACQUIRE A QUALIFYING HOLDING IN A CREDIT INSTITUTION 5. Data on the acquirer of a a certificate from the register of companies or qualifying holding (for legal other relevant register should be submitted, persons)2 original or certified copy, and a certificate from the register of shareholders (book of shares) or book of holdings, in the form of an original or a certified copy - not older than three months 5a. Data on the acquirer of a curriculum vitae of the acquirer should be qualifying holding (for natural presented, listing all companies, and their persons) addresses, with whom he/she is or was employed, of which he/she is or was a member of the management or supervisory board, or in which he/she is or was a holder of a qualifying holding 6. Ownership structure of the a list of natural persons who are the ultimate applicant, if the acquirer is a legal shareholders of the acquirer or holders person of holdings in the acquirer, listing the following data: name, address or domicile and other data for identification, total nominal value of shares and percentage in initial capital of the acquirer of a qualifying holding, CV including a list of all the companies and their addresses where they are employed or are management or supervisory board members, i.e. where they were employed or were management or supervisory board members, or where they hold or used to hold a qualifying holding, evidence that they have not been convicted by a final judgement of a crime against the values protected by international law or of one of the following crimes: against the payment system and safety of its operations, relating to the authenticity of documents, relating to breaches of official duties, relating to money laundering or terrorist financing 7. A list of persons connected with all individual holdings should be indicated, the acquirer of a qualifying regardless of their amounts holding (in the manner referred to in Article 24 of the Credit Institutions Act) and the manner in which they are connected 8. If the applicant is a legal person, if a legal person is subject to auditing of financial financial statements for the two statements, audited financial statements should be preceding years of business should submitted be provided (balance sheet and profit and loss account) 2 If the acquirer of a qualifying holding is a financial holding, evidence should be provided that members of the financial holding's management board meet the criteria referred to in Article 45 of the Credit Institutions Act (eligibility for management board membership). 2 INFORMATION 12. APPLICATION FOR THE APPROVAL TO ACQUIRE A QUALIFYING HOLDING IN A CREDIT INSTITUTION 9. Proof that the applicant (acquirer) for legal persons: the requested information should has not committed a crime be provided, as well as evidence that bankruptcy proceedings have not been initiated or opened against the property of the acquirer for natural persons3: evidence should be provided that the acquirer has not been convicted by a final judgement of a crime against the values protected by international law or of one of the following crimes: against the payment system and safety of its operations, relating to the authenticity of documents, relating to breaches of official duties, relating to money laundering or terrorist financing 10. If the acquirer is a credit in addition, an opinion or approval should be institution that is a member of a submitted of the competent authority of the credit group consisting of one or more institution from the EU Member State or of the foreign financial institutions, competent authority of a third-country credit name and address of the institution regarding the intended acquisition competent authority in the home country should be indicated 11. Persons proposed to be appointed first and last name should be indicated, as well as members of supervisory and the position or field of responsibility in the management board of the credit supervisory board/management board of a credit institution (to be presented if the institution, date of appointment and the proposed acquisition of a qualifying holding term of office, short CV and a list of all the results in a change in the existing holdings, regardless of the amount supervisory and management board of the credit institution) 12. A detailed description of the the respective description should include the total requested transaction/legal nominal value of the shares and percentage of the arrangement, including the initial capital of the credit institution in which the explanation of the goals to be qualifying holding is to be acquired, explanation of achieved the goals to be achieved by the acquisition of the qualifying holding and the strategic direction of the acquirer in relation to holdings in credit and financial institutions where the acquisition of a qualifying holding may result in control of and dominant influence over the credit institution's operation, the key reasons should be stressed which led to the submission of the application and the goals should be explained in detail, the fulfilment of which should not threaten safety and stability of a long-term operation of the credit institution in the competitive environment (this implies that the acquirer is well informed about the operation of a 3 Proof that a domestic natural person has not committed a crime and proof that a crime has not been committed in the Republic of Croatia by the natural persons who are not citizens of the Republic of Croatia are obtained by the Croatian National Bank from the criminal history records on the basis of the reasoned request. 3 INFORMATION 12. APPLICATION FOR THE APPROVAL TO ACQUIRE A QUALIFYING HOLDING IN A CREDIT INSTITUTION credit institution in which a significant qualifying holding is acquired) 13. A description of the actions all the preparatory activities should be indicated, already taken by the applicant in which preceded the official submission of the relation to the planned application transaction/legal arrangement 14. The estimated cost of the the total amount relating to acquisition of a implementation of the planned qualifying holding should be indicated and the transaction or arrangement and method and source of financing should be the source of financing (annex– described evidence on the availability of funds for the acquisition of a qualifying holding and a description of the method and source of financing) 15. Credit institution ownership a list of all shareholders of the credit institution structure before and after the should be presented, as well as the types of shares acquisition of a qualifying holding they hold, nominal value per type of shares, share quantity and the total amount per type of shares held by individual shareholders and percentage of the credit institution's capital and percentage of the voting rights– the status before and after the respective acquisition should be indicated 16. Opinion on the impact of the impact on the credit institution's business policy respective acquisition on the should be described operation of the credit institution in which a qualifying holding is acquired (in case of acquisition of a qualifying holding resulting in control of and dominant influence over the credit institution's operation) 17. Credit institution's business in view of goals and expectations, a further strategy (in case of acquisition of a business strategy of a credit institution should be qualifying holding resulting in defined in detail, as regards the activities, new control of and dominant influence products, target groups of clients, regional over the credit institution's framework, etc. operation) 18. Business plan with the projections in addition, expectations concerning the of financial statements (balance movements in total assets, capital, reserves (capital sheet, profit and loss account ) for adequacy ratio) should be explained in particular, the following three years (five as well as total income, total expenses, profit and years would be desirable) (in case risk profile of the credit institution of acquisition of a qualifying holding resulting in control of and dominant influence over the credit institution's operation) 4 INFORMATION 12. APPLICATION FOR THE APPROVAL TO ACQUIRE A QUALIFYING HOLDING IN A CREDIT INSTITUTION 19. Organisational, management and all the planned changes in organisation, personnel structure of the bank management and personnel policy resulting from a (in case of acquisition of a change in the ownership structure of the credit qualifying holding resulting in institution should be specified (in case of a change, control of and dominant influence organisational structure of the credit institution over the credit institution's should be presented, including the planned operation) number of employees and their qualifications and the names of the candidates proposed for top management positions should be provided (if new organisational units are being established), specifying the position name, the associated level of responsibility and restrictions, their short CV with a special emphasis on their business skills and career history) 20. Internal bylaws defining the at least a plan of activities should be submitted business policies and procedures concerning the preparation of new bylaws or of the credit institution amendments to the existing bylaws, which should (in case of acquisition of a adequately support the planned changes in the qualifying holding resulting in business policy of the credit institution control of and dominant influence over the credit institution's operation) 21. Information technology of the all the planned changes should be described, i.e. in credit institution (it should be the case of acquisition by another credit presented where significant changes institution, the plan of activities concerning the in the existing system are planned system integration should be indicated and and in the case of acquisition of a explained in detail qualifying holding by another credit institution) 22. Is there an intention of a direct or the signed statement should be presented of the indirect use of the credit acquirer of a qualifying holding that he/she will institution for certain private or not use the credit institution for achieving personal business transactions; if this is the goals (e.g. that he/she will not significantly case, the explanation should be increase the credit institution's exposure to persons provided (in case of acquisition of a connected with the acquirer of qualifying qualifying holding resulting in holdings), thus threatening stability and safety of control of and dominant influence the credit institution over the credit institution's operation) 23. Statement of the applicant that all the signed statement of the acquirer of a qualifying the data and information are holding should be presented, correct and complete confirming that all the information contained in the application, as well as those accompanying the application, are correct and complete 24. Statement of the applicant where the signed statement of the acquirer of a qualifying he undertakes to notify holding in the credit institution should be immediately the CNB of any submitted change that could affect the decision on granting the approval (prior to the adoption of the decision) 5 INFORMATION 12. APPLICATION FOR THE APPROVAL TO ACQUIRE A QUALIFYING HOLDING IN A CREDIT INSTITUTION After the aforementioned information have been obtained and prepared in the appropriate form, the Application Form for the approval to acquire a qualifying holding in a credit institution table given below should be completed and delivered, by indicating in the 2nd column the marking of the annex to the application or a part of the application where the requested information, stated in the respective row of the 1st column of the table, can be found. If certain information cannot be provided, the marking UI (unavailable information) should be entered in the respective row of the 2nd column, whereas a detailed explanation of the reasons for unavailability of information must be given below the table. The completed Application Form is to be delivered together with all other information representing a constituent part of every application for the approval to acquire a qualifying holding in a credit institution. 6
"APPLICATION FOR THE APPROVAL TO ACQUIRE QUALIFYING"