The legal basis for the request for information to be provided with the application for authorisation to merge by with another or other legal person and authorisation to be merged by acquisition by another (in accordance with Article 63, paragraphs (1), (2) or (4) of the Credit Institutions Act (OG 159/2013) can be found in the provisions of Article 153 of the Credit Institutions Act. To show clearly the scope of all information that should be provided with the application for authorisation to merge by with another or other legal person and authorisation to be merged by acquisition by another, below presented is the application form listing all the information (documents, reports, data, etc.) required for processing and deciding on the application. In order to eliminate in advance any possible ambiguities in understanding the extent and contents of the requested information, and to reduce the number of subsequent inquiries addressed to the Croatian National Bank as regards amendments to individual applications, explanations are also given in a separate column. No. INFORMATION to be included in the application for authorisation to merge by acquisition 1 /formation 2 of a new s with another or other legal person and authorisation to be merged by acquisition by another EXPLANATION (list the requested data or indicate the number of annex in which they can be found) 1 2 1. Subject of application describe the type of legal transaction (Article 63, paragraphs (1), (2 3 ), or (4) of the Credit Institutions Act) 1 In accordance with the provisions of Article 63, paragraph (3) of the Credit Institutions Act, merger by acquisition also implies a transfer of all of the assets and liabilities of the credit or other legal person to another. 2 In the case of application for authorisation for merger by formation of a new with a registered office in the Republic of Croatia, an application for authorisation of a credit formed as a result of merger by formation of a new has to be submitted simultaneously, and care should be taken that the information listed in this form can be compared to the information listed in the form of the application for authorisation of a credit 3 The application for authorisation to be merged by acquisition by a having a registered office in the Republic of Croatia may constitute an integral part of the application submitted in accordance with the provisions of Article 63, paragraph (1) of the Credit Institutions Act, i.e. such an application should be submitted simultaneously with the application submitted by a credit 1
2. Name and registered office of the /credit s/legal person to which the respective application refers 3. Name/firm, registered office and address of the applicant 4. Name and function of the person that will represent the in the process of establishment 5. Name of the person authorised for contact in connection with the application and telephone and fax numbers and e-mail address of that person 6. Draft Articles of Association of the to which another or other legal person is merged by acquisition, i.e. of the credit formed by the merger by formation of a new between credit s 7. Ownership structure of participants in the merger by acquisition 4 /formation of a new name/firm, address and registered office of the /s, i.e. the legal person participating in acquisitions/mergers provide the requested data provide the requested data if the applicant has authorised another person for representation, provide a power of attorney in the form of an original or a certified copy provide the requested data provide the Draft Articles of Association (or draft amendments) of the to which another or another legal person is being merged by acquisition, i.e. of the formed by the merger by formation of a new credit between s in the form of a notarial deed or its certified copy for each participant in the merger by, provide a list of shareholders and the types of shares they hold, specifying the nominal amounts by share types, number of shares, the total amount by share types held by shareholders, and the percentage of the merging by acquisition another having a registered office in the Republic of Croatia. 4 Data on ownership structure are to be delivered by the having a registered office in the Republic of Croatia merging by acquisition another (Article 63, paragraph (1) of the Credit Institutions Act) and by the having a registered office in the Republic of Croatia that is being merged by acquisition by another with a registered office outside the Republic of Croatia (Article 63, paragraph (2) of the Credit Institutions Act). 2
capital of the company and of the voting rights (before and after the merger by ) 8. Data on shareholders holders of qualifying holdings 5 9. If a merger by acquisition of a legal person that is not a credit is requested by the application, financial statements for three business years should be provided (balance sheet and profit and loss account) provide: - for all participants, a certificate from the register of companies or other relevant register, in the form of an original or a certified copy; - for all participants, a certificate from the register of shareholders (book of shares) or book of holdings, in the form of an original or a certified copy where the legal person is subject to financial statements auditing, audited statements should be provided 10. If a merger by acquisition of a legal person that is not a credit with a registered office in the Republic of Croatia is requested by the application, provide a list of all the persons constituting a group of connected persons - provide a list of a group of connected persons referred to in Article 4, paragraph (39) of Regulation (EU) No. 575/2013 (for legal persons provide data on the registered office and activity) and specify the type of connection; - list all equity holdings of each shareholder, irrespective of their amount 11. Proposed members of the enclose with the application for authorisation 5 Data on shareholders should be provided in the following cases: a) where a merges by acquisition another legal person that is not a credit ; b) where a having a registered office in the Republic of Croatia is being merged by acquisition by another with a registered office outside the Republic of Croatia, when the respective information should be provided for a to which the respective is merged by acquisition; and c) where a having a registered office in the Republic of Croatia is merged by formation of a new with a having a registered office outside the Republic of Croatia, when the respective information should be provided for a credit having a registered office outside the Republic of Croatia with which the respective is merged by formation of a new. 3
supervisory board and the management board of the credit (this applies only in the case of a merger of credit s and formation of a new having a registered office in the Republic of Croatia) 12. A detailed description of the planned merger by, including an explanation of the intended objectives and dynamics of implementation of the planned activities until the date of completion of the merger by. 13. A description of the actions already taken by the applicant before applying for authorisation for merger by 14. The estimated cost of implementation and the source of financing 15. Opinion on the impact of the planned merger by on the banking system and monetary policy of the Republic of of a new which is formed as a result of a merger by formation of a new applications for prior approval for the appointment of the supervisory board members and the chairperson and members of the management board of the that is being established provide key reasons for the merger by, specifying the intended objectives which should not jeopardise the safety and stability of long-term operations of the new in a competitive environment list all preparatory activities carried out before the application was submitted and provide: - agreement on merger by ; - decisions of the general meeting; - decisions on the appointment of the auditor for the merger by acquisition/formation of a new ; - report on the audit of the merger by showing the share exchange ratio specify all expenses related to the merger by describe the impact of the merger by on the banking system and monetary and lending policy of the Republic of Croatia and specify the market share that the new will have in the banking system of the Republic of Croatia 4
Croatia and expectations concerning the market share 6 16. Business strategy of the credit 17. Business plan of the credit to which another or other legal person is merged by acquisition, or of the credit formed by a merger by formation of a new credit, with the projections of financial statements (balance sheet, profit and loss account) for the next three years(five years would be desirable) 18. Internal bylaws defining the operating policies and procedures of the credit 6 19. Information technology of the 6 20. Data on the 's tangible assets 6 21. Authorisation or opinion of the competent authority of the from another country in view of the objectives and expectations, define in detail the business strategy of the following a merger by in terms of services, activities, new products, target client groups and regional framework - provide projections of the balance sheet and profit and loss account for not less than three years, using the forms used for submitting supervisory reports to the Croatian National Bank; -explain the expectations regarding developments in total assets, capital, reserves, capital adequacy ratios, total income, total expenses, profit and risk profile of the credit provide a plan of activities regarding the drafting of new or amending the existing internal bylaws of the which would support changes resulting from mergers by describe IT of each participant in the merger by and specify and explain in detail the plan of activities in connection with system integration, etc. specify if operations broadening will take place in own or rented space (indicating the size, equipment and protection) and describe plans regarding branch and operating unit network expansion if the participant in the merger by is a from another country, provide an authorisation or opinion of the competent supervisory body regarding 6 This is presented only in the case of mergers by acquisitions carried out in the Republic of Croatia or mergers by formation of new s with a registered office in the Republic of Croatia. 5
the intended merger by acquisition/formation of a new (or a statement by this body that such an authorisation is not required) In the second column, provide the requested information or specify the number of annex in which the requested information can be found. If a certain piece of information cannot be provided, the respective row should be marked UI (unavailable information) and reasons should be provided explaining why a certain piece of information cannot be provided. The completed from is to be signed by a person authorised for submitting the application and the requested documents and information are to be enclosed with the form. 6