Disclosure Requirements - Croatia

27.07.2018

Disclosure Category: 3

Background and legal basis

The basis for the disclosure obligation, which falls on the shareholder, derives from the Capital Market Act.

It is, however, our understanding that the Croatian Financial Services Supervisory Agency (HANFA), Croatian National Bank and other judicial supervisory and regulatory authorities have the right, to the extent permitted by the applicable law, to request disclosure of shareholder information from Erste Bank’s depository Erste & Steiermärkische Bank in Croatia. In such a case, the securities held at CBL’s depository Erste Bank would be disclosed to the requesting authorities.

Obligation to report threshold crossings

Any direct or indirect acquisition or disposal by a natural person or legal entity that causes a holding to reach, exceed or fall below 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of voting rights in issued shares will require such person to send a written notice to HANFA and to the issuer about each such acquisition or disposal without delay and at the latest within two days after the transaction.

Sanctions

The sanctions are determined in the Capital Market Act. The monetary sanctions are as follows:

Any legal entity that does not supply the above mentioned information about crossing the threshold shall be subject to a fine:

  1. In the amount that is multiple of 1,000, that can not be less than 3% or more than 5% of the total income that a legal entity has gained in the year in which the misdemeanor was committed, determined on the basis of annual financial report of that legal entity for that year; or
  2. if the amount of the fine imposed pursuant to Bullet 1 above  is less than HRK 500,000.00, the legal entity shall be fined in the amount of HRK 500.000,00 to 1.000.000,00; or
  3. if the legal entity has gained some benefit or prevented loss through such misdemeanor and the amount of such benefit or loss prevented can be determined, the legal entity shall be fined in the double amount of such benefit or loss if such amount exceeds the maximum amount provided in Bullets 1 or 2 above.

The responsible person of the legal entity shall also be fined in the amount of HRK 500.000,00 to 5.000.000,00.

A natural person shall be fined in the amount of HRK 1,000,000.00 to HRK 15,500,000.00.

If the natural person has gained some benefit or prevented loss through such misdemeanor and the amount of such benefit or loss prevented can be determined, the natural person shall be fined in the double amount of such determined benefit or the loss prevented if such amount exceeds the prescribed maximum amount of HRK 15.500.000,00.

Notwithstanding the above mentioned, the regulator is also entitled to impose other non- monetary sanctions and measures.