Financing of EU Rural Development, Fisheries and Wine Envelope Projects

Financing of EU Rural Development, Fisheries and Wine Envelope Projects 1. Goal of the Loan Programme and Purpose of Loans The goal of the Loan Programme is the financing of projects nominated to be co-financed from the funds of the Common Agricultural and Fisheries Policy, i.e. the European Agricultural Fund for Rural Development, the European Agricultural Guarantee Fund and the European Maritime and Fisheries Fund (hereinafter: EU agricultural and fisheries funds). The purpose of the Loan Programme is the financing of investment nominated on the basis of the tendering process from any of the mentioned EU agricultural or fisheries funds. Loans are intended for the financing of project implementation costs including: Part of the project that will be nominated for the award of a grant eligible costs, Part of the project that cannot be nominated for the award of a grant ineligible costs. 2. Borrowers Eligible borrowers or final borrowers (depending on the manner of financing) are: 1 Applicants who meet the requirements of the tendering process, through which they submit applications Commercial banks that have entered into a cooperation agreement on the implementation of the Loan Programme with HBOR. Commercial banks are obliged to on-lend the proceeds of the loans to the final borrowers in accordance with this Programme. Applicants are not automatically entitled to obtain a loan. HBOR makes a decision on each individual application. 1 Loans may be approved neither to (final) borrowers with officials participating in their ownership structure in terms of the Act on Conflict of Interest Prevention (Narodne Novine, Official Gazette of the Republic of Croatia Nos. 26/11 and 12/12) having 0.5% or more of shares or ownership interest nor to the officials who have transferred their management rights to another person or to a special entity. In this respect, loans may not be approved to associated persons of officials, i.e. a spouse or co-habitation partner, his/her relatives by blood in direct line, brothers, sisters, adoptive parent or adopted person of the official and other persons that may justifiably be deemed associated with the official in terms of interest; parents of the spouse or co-habitation partner of the official; managing members of parliamentary parties, and all without the confirmation of the Commission for the Conflict of Interest that in the respective application there is no conflict of interest. Managing Board, December 2014

3. Manner of Implementation of the Loan Programme and Loan Application Procedure HBOR implements this Programme: by on-lending via commercial banks Documented loan applications are submitted to commercial banks that have accepted the cooperation on the implementation of the Programme with HBOR. The list of such commercial banks is a constituent part of the Loan Programme. Based on the decision of HBOR's body in charge, the commercial bank and HBOR shall conclude a contract on a loan to be extended to the final borrower. On the basis of the loan contract between the commercial bank and HBOR, the commercial bank shall conclude a loan contract with the final borrower. by direct lending Documented loan applications are submitted to HBOR directly. Based on the decision of HBOR s body in charge, a loan contract is concluded with the borrower directly. Potential borrowers can submit a loan application to HBOR or to a commercial bank immediately after they have submitted documentation to the Paying Agency for Agriculture, Fisheries and Rural Development which is evidenced by submitting a photocopy of the return receipt sealed by the Agency. Loan applications not documented in accordance with the list of documents required within the framework of this Loan Programme will not be considered. 4. Loan Amount and Repayment Minimum loan amount is to HRK 80,000.00. Maximum loan amount is not limited and it depends on the availability of HBOR's funds, the purpose of investment, the very investment project, the creditworthiness of the final borrower, and the value and quality of the collateral offered. Generally, HBOR finances up to 75% of the estimated investment value without VAT. Loans are approved in HRK and indexed to foreign currency. Grace period Repayment period up to 3 years up to 5 years for the planting and/or restructuring of perennial crops up to 14 years, grace period included Loans are repaid in monthly or three-monthly instalments. A loan may be prematurely repaid with a prior written notice sent to HBOR; payment of a premature repayment fee is required. 2

Issuance of Advance Payment Guarantee HBOR may, at the request of the investor and to the benefit of the guarantee beneficiary (the Paying Agency for Agriculture, Fisheries and Rural Development), issue an advance payment guarantee for those investors who submit to HBOR a direct loan application and who submit to the Paying Agency for Agriculture, Fisheries and Rural Development an advance payment application. An application for the issuance of an advance payment guarantee with the supporting documentation is submitted to HBOR together with the loan application. HBOR shall charge appropriate fees for the above services. 5. Interest Interest rate: 3% per annum, at least Interest rate for final borrower is determined at least as the base rate increased by a margin determined depending on the assessment of final borrower s credit rating and the offered collateral (collateralisation) in accordance with HBOR s Ordinance on Setting the Reference and Discount Rates 2. The base rate is calculated by the European Commission and published by the European Commission on its website. Basis points (margin) that are, pursuant to the provisions of the Communication from the Commission on the revision of the method for setting the reference and discount rates (OJ C 14, 19.01.2008), added to the base rate in order to determine the reference rate for an individual borrower are listed in the Enclosure to the Loan Programme (Enclosure 1). Interest rate is variable pursuant to a decision made by HBOR s Managing Board in accordance with the criteria contained in HBOR's Decision on Interest Rates with the Interest Calculation Regulations. Interest is calculated according to the proportional method. Interest during the disbursement period, up to the beginning of the repayment period, is calculated on the disbursed loan amount on the basis of the regular interest rate and charged quarterly. Promotional Interest Rates and Rules on State Aid and De Minimis Aid 3 Pursuant to the relevant rules on state aid and de minimis aid as well as depending on the possibilities of the (final) borrower to obtain the right to be awarded such aid, HBOR approves loans under this Loan Programme: at general interest rate set at least at the level of the reference interest rate depending on HBOR s sources of funding and developments in the financial market as well as depending on the measures for the management of assets and liabilities for the purpose of protecting the 2 HBOR s rules for the setting of reference and discount rates have been determined in accordance with the rules of the European Commission in force, i.e. the Communication from the Commission on the revision of the method for setting the reference and discount rates (OJ C 14, 19.01.2008). 3 All information on state aid can be found in the Programme for HBOR State Aid Allocation and the information on de minimis aid can be found in the Regulations on De Minimis State Aid Allocation that are available at HBOR s website: www.hbor.hr. 3

capital (hereinafter: general interest rate, detailed description of the manner of setting is given above); at promotional interest rate at effective interest rate that is lower than the reference interest rate (hereinafter: promotional interest rate) 4 HBOR s loans can be approved to borrowers in the primary agricultural production sector and the fisheries and aquaculture sector (production, processing and marketing of fisheries and aquaculture products included) at the general interest rate only, i.e. beyond the aid regime. Depending on (final) borrowers possibilities, HBOR s loans can be approved to borrowers engaged in the processing and marketing of agricultural products at the general or promotional interest rate. In the case of investment in the processing and marketing of agricultural products, the following provisions have to be considered: Financing at the promotional interest rate is possible only in cases where aid has an effect of incentive or where the entrepreneur/aid beneficiary has submitted to HBOR or the commercial bank a written application for aid contained in HBOR s loan prior to the start of works on the project or the activity. Start of works means either the start of construction works relating to the investment or the first legally binding commitment to order equipment or any other commitment that makes the investment irreversible, whichever comes first, excluding preparatory works (buying land and preparatory works such as obtaining permits and conduction feasibility studies are not considered start of works). For take-overs, start of works means the moment of acquiring the assets directly linked to the acquired establishment. It is considered that the entrepreneur has submitted a written application for aid if he/she has submitted to HBOR or the commercial banks as follows: a) well-founded inquiry into the possibility of financing with the following information: - name and size of entrepreneur; - description of project, location and list of project costs, project start and completion dates; - type of aid (loan at the promotional interest rate has to be stated as type of aid); - amount of public funding required for the project (entire amount of HBOR s loan has to be stated) together with the following documents: - evidence of legal personality; - documents providing insight into past operations; - documents providing insight into planned investment; - documents providing insight into offered collateral. or b) loan application (without prior submission of the well-founded inquiry) with the following information contained in the loan application: 4 If a loan is approved at the promotional interest rate, such rate represents aid and HBOR is obliged, when approving such rate, to abide by the State Aid Act in force at any time, the Programme for HBOR State Aid Allocation used to approve the aid for investment in accordance with the Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty (OJ L 187 of 26.06.2014) as well as the Regulations on De Minimis State Aid Allocation. 4

- name and size of entrepreneur; - description of project, location and list of project costs, project start and completion dates; - type of aid (loan at the promotional interest rate has to be stated as type of aid); - amount of public funding required for the project (entire amount of HBOR s loan has to be stated) together with all the accompanying documents, all permits required for the project included. Financing of permanent working capital for entrepreneurs in the sector of processing and marketing of agricultural products at the promotional interest rate is possible only in accordance with the provisions of de minimis aid regulations. As an exception, in the case of projects nominated to be co-financed from the proceeds of the EU agricultural and fisheries funds, HBOR s loan at the promotional interest rate can be approved for the part of the project that will be nominated for the EU agricultural and fisheries funds only if the regulations laying down general provisions of the respective fund and their implementing regulations or the Call for Project Proposals of bodies within the management and control system of EU structural instruments in the Republic of Croatia do not prohibit the cumulation of aid granted through an instrument of an EU agricultural or fisheries fund with other aid instruments, including the aid coming from the national sources of the member states, relating to the same justified costs, for the purposes of the regulations laying down common and/or general provisions on the European Agricultural Fund for Rural Development, the European Agricultural Guarantee Fund and the European Maritime and Fisheries Fund for the respective program period. If the respective cumulation of aid granted for the same justified costs is prohibited, the financing at the promotional interest rate is allowed only for the justified costs that are part of the project and that, according to the terms and conditions of the tender, cannot be nominated for the award of a grant. 6. Fees Loan Application Fee 0.8 % one off, on the committed loan amount, at least HRK 500.00 (five hundred kunas) ; charged on or before the first disbursement of loan. Commitment Fee 0.25% p.a. on the committed and undisbursed loan amount, starting 30 days after the date of the loan contract. Fee for the Processing of an Application for Approving the Issuance of an Advance Payment Guarantee calculated in accordance with the Decision on Fees for HBOR Services. Fee for the Issuance of an Advance Payment Guarantee calculated in accordance with the Decision on Fees for HBOR Services. 5

7. Loan Disbursement The loan disbursement period is up to 18 months, except for projects in the Wine Sector, where applications will be considered on individual basis, depending on the type of investment. At the request of the final borrower, a longer or shorter period may be approved depending on the investment schedule. The number of loan disbursements is limited to 12. Other requests of final borrowers will be considered if legitimate in the light of the investment schedule. Loan can be disbursed when the Decision on the Approval of Funds issued by the Paying Agency for Agriculture, Fisheries and Rural Development has been submitted. Borrowers are obliged to utilise loan funds for the prescribed purpose in accordance with this Loan Programme. HBOR retains the right to verify the proper utilisation of loan funds. In case of on-lending via commercial banks, commercial banks are obliged to obtain and keep the documentation and to maintain the register of documents for the purpose of allowing fast and efficient verification of proper utilisation of loan funds. Loans on-lent via commercial banks HBOR disburses the loan proceeds to a commercial bank at its request, submitted on the prescribed form. The commercial bank is obliged to on-lend the funds promptly to the final borrower: in the case of investments in fixed assets, commercial banks are obliged to transfer funds approved to final borrowers directly to the suppliers or contractors on the basis of the relevant documentation; in the case of investments in current assets, commercial banks may transfer funds approved to final borrowers either directly to the suppliers or to the final borrowers' accounts for the purpose of allowing them to effect payments themselves. Direct loans If the loan purpose is the financing of fixed assets, HBOR will effect payments directly to the accounts of suppliers and/or contractors on the basis of borrowers' documented requests. If the loan purpose is the financing of current assets and other costs of the project implementation, HBOR may transfer funds to borrowers' accounts, whereupon borrowers effect payments themselves. The borrowers are obliged to submit to HBOR reports on the proper utilisation of the loan funds within a period of 30 days from disbursement. Issuing of Advance Payment Guarantee For investors that will submit a direct loan application to HBOR and that will submit the Application for the Advance Payment to the Paying Agency for Agriculture, Fisheries and Rural Development, HBOR may at the request of the investor, issue a bank guarantee for the refund of the advance payment in favour of the guarantee beneficiary (Paying Agency for Agriculture, Fisheries and Rural Development). Application for issuing of a bank guarantee with accompanying documentation will be submitted to HBOR with the Loan Application. 6

Issuing of Bank Guarantees and Opening of Letters of Credit During the loan disbursement period, HBOR may issue bank guarantees and open letters of credit for the implementation of commercial contracts on the acquisition of equipment on credit or one-off purchase of equipment. HBOR may issue nostro bank guarantees, accept and notify loro bank guarantees and open letters of credit provided that there exist adequate coverage in the approved loan, and provided this is in accordance with the purpose and disbursement period of the loan. For the above services, HBOR charges appropriate fees. 8. Security For the purpose of securing due fulfilment of loan obligations, HBOR accepts: bills of exchange and debentures, pledge of property or transfer of fiduciary title to property supported by property insurance policy endorsed in favour of HBOR, guarantee of HAMAG BICRO 5 within the framework of Guarantee programmes of HAMAG- BICRO, other customary security in the banking operations. In the case of loans on-lent via commercial banks, collateral shall be determined by the commercial bank and the final borrower. All costs arising out of the establishment and termination of collateral as well as the change in collateral are borne by the (final) borrower or the issuer of the security instruments. 9. Miscellaneous The provisions of HBOR's Decision on General Terms and Conditions of Lending Activities, the General Terms and Conditions of Insurance of HBOR s Placements, HBOR's Decision on Interest Rates with the Interest Calculation Regulations, the Decision on Fees for HBOR Services with the Fee Calculation Regulations, the Regulations on HBOR State Aid (Programme for HBOR State Aid Allocation, the Regulations on De Minimis State Aid Allocation, the Regulations on Determining Reference and Discount Interest Rate, HBOR s Regulations on Market-Oriented Procedures), in case when the aid is approved through loan, as well as provisions of other HBOR documents and decisions made by HBOR bodies in charge shall apply to all matters that are not regulated by this Loan Programme. 10. Documentation to Support Loan Application/Advance Payment Guarantee Issuance Application Loan applications 6 are submitted to commercial banks by final borrowers accompanied by the following documents: 5 The Croatian Agency for SMEs, Innovations and Investments 6 Loan application form and documents marked with * can be found on HBOR s website: www.hbor.hr. 7

Evidence on candidacy for obtaining grant; Guarantee Application form* (if the investor requests the advance payment of the grant funds), Curriculum vitae of the entrepreneur and the project implementing entity; Business plan for loans up to HRK 700,000.00 or investment study for loans exceeding HRK 700,000.00; Certificate of the Tax Administration in charge evidencing the non-existence of debt obligations towards the state (issued not more than 30 days beforehand), Documentation on sources of finance (if there are other sources of finance beside the loan) Documentation necessary for the construction or reconstruction of facility: Photocopy of the valid location or building permit, Photocopy of the existing building permit (in case of reconstructions when a new building permit is not required and in case of purchase of equipment), Confirmation of the Main Design or the Confirmation of the state administration body in charge that the building permit is not necessary, List of expenses for construction works prepared by an authorised person (in case of construction or reconstruction of the facility), Bids for equipment, material and works, Contract or preliminary contract on the placement of products, Data about the collateral (in case of mortgage on the real estate, it is necessary to submit an assessment of the real estate by an authorised court expert accompanied by a photograph of the real estate taken not more than 3 years beforehand in case of housing facilities, and 1 year in case of business facilities, respectively, as well as an excerpt from the Land Register issued not more than 30 days beforehand), Statement on state aid*. In case of direct loans, it is necessary to submit also the following documents: Photocopy of ID cards, certificate of citizen's unique identification number and certificate of personal identification number (PIN) of final borrowers authorised representatives i.e. photocopy of ID card, certificate of citizen's unique identification number and certificate of personal identification number (PIN) of all participants in the loan (co-debtors, guarantorpayers, lien debtors and parties to Lien Agreement), Form for the purpose of establishing adjustment of client s foreign currency position for loans exceeding HRK 1,500,000*; HBOR s Environmental Protection Questionnaire*, Statement on associated entities*; Credit report of HROK (Croatian Registry of Credit Obligations) for the final borrower and for natural persons, founders/members of the company or for the owners of the crafts business, For direct loans exceeding HRK 1,500,000.00 historical excerpts from the Land Register for immovable property that was subject to transformation and privatisation, with respect to which the property restitution process was initiated pursuant to the Act on Compensation of Property Confiscated during the Yugoslav Communist Rule, for immovable property declared to be maritime domain pursuant to the Maritime Domain and Seaports Act, for immovable property declared to be tourist or other construction land pursuant to the Act on Tourist and other Construction Land Unevaluated in the Transformation and Privatization Process, for immovable property declared to be forests and forest land pursuant to the Forests Act, for immovable property declared to be agricultural land pursuant to the Agricultural Land Act, and for immovable property with respect to which there is no principle of trust in land registers pursuant to the Act on Ownership and Other Proprietary Rights. 8

Other documentation depending on the legal status of the borrower: a) Natural persons family farms Certificate of personal identification number (PIN); Bank s certificate of bank account (issued not more than 30 days beforehand); Confirmation issued by the Tax administration that the applicant is not subject to VAT (issued not more than 30 days beforehand); Annual tax return with recapitulation of revenues and expenditures and the list of permanent assets (for the last two years); Questionnaire for natural persons* and Questionnaire for Foreign Politically Exposed Persons* pursuant to the Prevention of Money Laundering and Terrorism Financing Act, Official Gazette of the Republic of Croatia, no 87/08. b) Craftsmen Certificate of personal identification number (PIN); Crafts licence or crafts business certificate with supporting documentation; BON 2/SOL 2 issued not more than 30 days beforehand; Annual tax return (formal decision) for the last two years or financial statements if the borrower is subject to profit tax (Balance Sheet - POD-BIL form, Profit and Loss Account POD-RDG form, notes to the financial statements); Records of revenues and expenditures form KPI; List of permanent assets form DI; Records of accounts receivable and liabilities form TO; List of authorised signatories for disposing of the funds deposited in the account; Questionnaire for natural persons* and Questionnaire for Foreign Politically Exposed Persons* pursuant to the Prevention of Money Laundering and Terrorism Financing Act, Official Gazette of the Republic of Croatia, nos. 87/08 and 25/12. c) Companies/Cooperatives Excerpt from the Court Register (issued not more than 30 days beforehand); Certificate of personal identification number (PIN); Company incorporation documents (Articles of Incorporation in the case of a limited liability company, By-Laws in the case of a shareholding company); Notification of the classification of the business entity according to NKD (national classification of economic activities); List of authorised signatories for disposing of the funds deposited in the account; BON 1 and BON 2/SOL 2 issued not more than 30 days beforehand; For entrepreneurs that are subject to audit of the annual financial statements pursuant to the Accounting Act: Audited annual financial statements for the last two business years; For entrepreneurs that are not subject to audit of the annual financial statements pursuant to the Accounting Act: Annual financial statements: Balance Sheet - POD-BIL form, Profit and Loss Account POD-RDG form, Additional figures POD-DOP form and for medium and large entrepreneurs also the Cash Flow Statement POD-NTD and POD-NTI forms, for the last two years prepared pursuant to the Accounting Act; Questionnaire for legal entities*, information about the real owners of the party - applicant for the loan*, Tables 1 and 2 Attachment to data on the actual owners of the party - applicant for the loan*, Questionnaire for Foreign Politically Exposed Persons*, all pursuant to the Prevention of Money Laundering and Terrorism Financing Act, Official Gazette of the Republic of Croatia, nos. 87/08 and 25/12. 9

If the final borrowers are co-operatives, associations or producer groups, they submit the financial statements and legal documentation pursuant to legal regulations relating to cooperatives. HBOR reserves the right to request other documentation as necessary for the processing of a loan application. 10

Enclosure 1 NOMINAL INTEREST RATES UNDER THE PROGRAMME Financing of EU Rural Development, Fisheries and Wine Envelope Projects Interest rates for (final) borrowers Credit rating Strong (AAA-A) Good (BBB) Satisfactory (BB) Weak (B) Poor / financial difficulties (CCC and lower) Collateralisation High Normal Low 3.0% 3.0% 3.0% 3.0% 3.0% 3.74% 3.0% 3.74% 5.54% 3.74% 5.54% 8.04% 5.54% 8.04% 11.54% * minimum effective interest rates, regardless of the manner of calculation of effective interest rates pursuant to HBOR s Interest Calculation Regulations and other documents 11