DISCLOSURE OF BENEFICIAL OWNERSHIP

1
DISCLOSURE OF BENEFICIAL OWNERSHIP

• CROATIAN
• CENTRAL DEPOSITORY AGENCY
• (CDA)

2
Accounts and presumed ownership of
dematerialised securities

• Securites are held in the name of the beneficial
  owner i.e. on an individual account basis on
  behalf of retail investor. The owner of security
  is the person in whose name the account is
  opened, in which account the security is
  recorded.
• An account can be in the name of a single person,
  joint account for co-owners and representatives
  and a custodian account. Custodian account can be
  either in the name of customer, code account or
  omnibus account. Its always nominee registrated
  account in which securities are kept for the
  account of a third party, so the owner of these
  securities is the person for whom the custodian
  is keeping them.

3
Transfer of ownership in securities

• The ownership is acquired through transfer of
  securities from the transferors account to the
  transferees account, exactly in the moment of
  its entry in the account.
• Transfer of ownership based on an Exchange
  transactions is performed by the clearing and
  settlement services through which services
  ownership currently passes on T 4 as settlement
  day.
• Off the market acquisition/termination of
  ownership is performed in the depository
  re-booking procedure on the basis of valid
  written contracts, judicial or other appropriate
  decisions and pursuant to law.

4
Reporting requirements

• CDA is obliged to inform
• the issuers on securities they issued and on
  owners of these securities
• the owners on the balance and changes in their
  account
• participant members on data essential to them
• CROSEC by monthly reports with prescribed content
• The data concerning the identity of 10 largest
  owners of any security are accessible to the
  public
• At the Commissions request, the custodian shall
  enable the Commission to inspect the custodial
  book and all other documentation

5
Concealment of ownership

• When a person (legal or natural) acquires or
  releases (directly or indirectly) shares of a
  public joint stock company, resulting with
  exceeding or falling bellow the thresholds of
  10, 25, 50 or 75 of votes in the assembly,
  that person must within 15 days notify in writing
  the Commission or the Issuer on that acquisition
  or release. Whosoever omits to supply data on
  ownership pursuant to previous rule shall be
  subject to a fine not exceeding 200 daily incomes
  or up to one-year imprisonment. In case of
  considerable material gain or considerable
  damage, the offender shall be subject to a fine
  of at least 250 daily incomes or up to three
  years imprisonment.

6
Accessibility of data from the Depository

• Data on the balance of accounts should be kept
  CONFIDENTIAL, with
• following EXCEPTIONS
• The Issuer has the right of access (to the data
  on his issues and data on the owners of these
  securities)
• The owner of securities and the custodian bank
  have the right of access
• CROSEC has the right of access to all the data
  kept in the depository
• Each person who proves his legal interest has the
  right of access
• When the offeree's obligation to publish a
  takeover bid has arisen, the depository shall,
  upon the offerees request, provide the offeree
  with information concerning shareholders and
  issuer's shares.

7
Judicial and administrative bodies that have the
right of access to data kept in the Depository

• Following bodies have the right of access on the
  basis of a written request
• and within the authorities pursuant to provisions
  of separate law
• (other then Securities Market Act)
• COURTS, STATE ATTORNEYS AND PUBLIC NOTARIES
• COMPETENT TAX AUTHORITIES
• THE AGENCY FOR THE PROTECTION OF MARKET
  COMPETITION
• STATE AUDIT BUREAU
• PREVENTION OF MONEY LAUNDERING BUREAU