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APPLICATION FOR THE APPROVAL TO ACQUIRE QUALIFYING

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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.



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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).



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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.



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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)




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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.




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