Disclosure Requirements - Lithuania

27.12.2013

Disclosure Category: 2

In the case of holdings in Lithuanian securities, CBL can be under an obligation, to disclose, or being asked to disclosed the identity of beneficial owners holding applicable positions.

Consent

Specific consent is hereby granted to disclose customer information and information provided by the customer in respect of their underlying customer in accordance with the mandatory requirements of the Lithuanian market.

CBL customers are hereby deemed to consent to disclosure and to the appointment of a requestor (for example, the listed company or its agent or a competent regulator) as their attorney-in-fact, under power of attorney to collect from CBL such information as is required to be disclosed. Such disclosure is, in general, made upon request without additional prior reference to its customer.

The policy of CBL towards such disclosures is that they are a matter of obligation arising from the legal regimes that govern the particular country.

Background and legal basis

The Laws of the Republic of Lithuania do not require any specific disclosure or reporting in relation to assets held under accounts under a nominee name. However, the Lithuanian Law on Securities, Article 23 establishes a notification obligation if a beneficiary owner crosses the thresholds described below.

Also, the Law on Markets in Financial Instruments, Article 64, (3.) stipulates that accounts of clients of account managers registered in Member States or third countries may be opened in the name of the account managers, indicating that they act as account managers and that the account has been opened on behalf of the client. Account managers of Member States or third countries, upon a request of the Bank of Lithuania or the Central Securities Depository of Lithuania, shall disclose the clients on whose behalf the financial instruments have been acquired. This means that the CSD, as well as the Bank of Lithuania, has a right to get information at beneficial owner level.

Obligation to report threshold crossings

The obligation to report the crossing of thresholds falls on the beneficial owner (that is, the party eligible to vote) as follows.

Thresholds for securities listed on the Lithuanian regulated market

Article 23 of Law on Securities stipulates that, when a beneficial owner is aware of a transaction that has caused his voting rights at the general meeting of shareholders of a Lithuanian issuer to reach, exceed or fall below a 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75% and 95% threshold, then such shareholder must notify the Bank of Lithuania and the issuer within four (4) trading days after passing the thresholds.

Qualified holdings

To increase or decrease a holding in a local bank or insurance company, investment company or fund management company to exceed or fall below 10% (substantial shareholding), 20%, 33%, 50% or more of the issuer's share capital or voting rights, the beneficial owner must seek approval from the Bank of Lithuania.

Sanctions

Failure to fulfil disclosure requirements by any person increasing or decreasing their holding in an issuer's share capital or voting rights (whether directly or indirectly) is currently punishable by a fine and may incur in the suspension of voting rights for a period of two years by the Bank of Lithuania.