ACT AMENDING THE BOOK ENTRY SECURITIES ACT (ZNVP-C), Uradni list RS (Official Gazette of the Republic of Slovenia) no. 78/01 of 5 October 2011

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1 ACT AMENDING THE BOOK ENTRY SECURITIES ACT (ZNVP-C), Uradni list RS (Official Gazette of the Republic of Slovenia) no. 78/01 of 5 October 2011 Article 1 The first indent of Article 1.a of the Book Entry Securities Act (Uradni list RS, no. 2/07 official consolidated text, 67/07 ZTFI and 58/09) shall be amended to read as follows: " Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality and securities settlement systems (OJ L 166 of 11 June 1998, p. 45), modified through Directive 2009/44/EC of the European Parliament and of the Council of 6 May 2009 amending Directive 98/26/EC on settlement finality in payment and securities settlement systems and Directive 2002/47/EC on financial collateral arrangements as regards linked systems and credit claims (OJ L 146 of 10 June 2009, p. 37); and". Article 2 Article 17 shall be amended to read as follows: "Book-entry securities account Article 17 (1) The central register shall consist of accounts of book-entry securities (hereinafter: securities accounts). (2) For every securities account, information shall be kept on the account holder, account type, member(s) of the Central Securities Clearing Corporation authorised to record orders for entries concerning this account, and the type of entries for which these members are authorised to record orders. (3) Securities accounts shall be used to keep balances of book-entry securities. Keeping balances of book-entry securities means current update of all information concerning the type and quantity of book-entry securities in the securities account and eventual third-party rights and other obligations arising from book-entry securities. Article 3 Article 18 shall be amended to read as follows: "Information on account holders and Central Securities Clearing Corporation members Article 18 (1) The securities account holder or the Central Securities Clearing Corporation member shall be designated by a uniform identification code. (2) In addition to the uniform identification code of the holder, the central register shall include the personal name company/title, address and/or registered office and relevant tax number of the account holder. (3) The bodies responsible for maintaining the business register, population register and/or tax register shall regularly notify the Central Securities Clearing Corporation of the information referred to in the preceding paragraph. (4) The Central Securities Clearing Corporation shall regularly record in the central register the information referred to in the second paragraph of this Article."

2 Article 4 Article 19 shall be amended to read as follows: "Statement of securities account Article 19 Once a year, the Central Securities Clearing Corporation shall issue to every account holder the statement of securities account as per 31 December of the previous year. Article 5 A new title for section 1.A shall be inserted before Article 20 to read: "1.A Entries in the central register". Article 6 Article 20 shall be amended to read as follows: "Types of entries Article 20 (1) Entries which may be made in the central register include the following: 1. entries that alter the number of book-entry securities recorded in the central register; 2. entries that do not alter the number of book-entry securities recorded in the central register; (2) Entries that alter the number of book-entry securities recorded in the central register include 1. the issue of book-entry securities, 2. the cancellation of book-entry securities; and 3. the conversion of book-entry securities. (3) Entries that do not change the number of book-entry securities recorded in the central register include 1. transfers of book-entry securities between different accounts; 2. entries and cancellations of third-party rights and other charges arising from book-entry securities." Article 7 Article 21 shall be amended to read as follows: "Entries Article 21 (1) Entries in the central register shall be made on the basis of a recorded order for such entries. (2) In its rules, the Central Securities Clearing Corporation shall determine the point in time when an order for the entry shall be deemed recorded, and the relevant conditions which have to be fulfilled so that the order for the entry can be deemed recorded.

3 The recorded order shall be irrevocable. Cases of compulsory composition, receivership, compulsory winding up or other proceedings whose initiation gives rise to a restriction or cessation of validity of orders by a person subject to such proceedings, shall not affect the validity of an order for entry which had been entered in the central register prior to the initiation of such proceedings or which was entered in the central register following the point in time such proceedings were initiated; however, in the event of the latter, this applies only to cases when a person who enters such an order for entry in the central register did not know or could not have known of the initiation of such proceedings." Article 8 Article 22 shall be amended to read as follows: "Types of orders Article 22 (1) Orders for entry may be single and double. (2) Single-entry orders include orders that alter the number of book-entry securities recorded in the central register and orders that relate to entries and cancellations of the rights of third persons, and other obligations arising from book-entry securities. Single-entry orders shall be entered in the central register by way of a single entry. (3) Double-entry orders include orders for transfers of book-entry securities between different securities accounts. Double-entry orders shall be entered in the central register by way of two complementary entries: an entry on the side of the book-entry securities deliverer (the delivery part of the order) and an entry on the receiver s side of the book-entry securities (the receipt part of the order). Complementary entries are considered matched." Article 9 Article 23 shall be amended to read as follows: "Detailed rules Article 23 More detailed rules on maintaining the central register, including a more accurate definition of the types of securities accounts and how they are to be administered, a description of the types of entry in the central register, and more details on the system of recording orders for entries in the central register, matching, and making entries, shall be laid down by the Central Securities Clearing Corporation in its terms of business." Article 10 Articles 23.a, 24 and 25 shall be deleted. Article 11 The title of section 3 in Chapter V shall be amended to read as follows: "3. Liability for damages". Article 12 Article 33 shall be amended to read as follows: "Liability for damages by the Central Securities and Clearing Corporation and of its member Article 33 The relationship between the user of services and the Central Securities and Clearing Corporation, i.e. between the user of services and the Central Securities and Clearing Corporation member shall be regulated by the rules on business liability for damages under the act governing contractual obligations". Article 13

4 Article 34 shall be deleted. Article 14 Article 35 shall be amended to read as follows: "Transfer of rights arising from book-entry securities Article 35 (1) Rights arising from book-entry securities shall be transferred by way of a book-entry securities transfer between securities accounts. (2) Where restrictions are imposed on the transferability of book-entry securities (Article 30 and/or Article 31 of this Act), a person entering an order for the transfer of such a security on behalf of the deliverer may do so only with the prior permission of the issuer for the transfer. This shall not apply in cases where the permission of the issuer is not required for the transfer. (3) Where a book-entry security is subject to a ban on disposal under Article 32 of this Act, the person in charge of entries concerning the delivery part of the order for the transfer of such a security and/or the person in charge of the entries concerning the order for the entry of the rights of third persons arising from such security may do so only with the prior permission of the person benefiting from the ban on disposal. This does not apply in cases relating to entries made on the basis of a court decision." Article 15 Articles 37 and 37 shall be deleted. Article 16 Article 38 shall be amended to read as follows: "Transfer of book-entry securities on the basis of transactions concluded on a regulated market or in a multilateral trading system Article 38 (1) When the settlement of transactions concluded on a regulated market or in a multilateral trading system (hereinafter: MTF) is made through the settlement system used by the Central Securities Clearing Corporation, the notification made by the trading organiser or the MTF operator for the transactions concluded shall be considered a matched double-entry order for the transfer of book-entry securities from the account of the seller/deliverer to the account of the purchaser/recipient. (2) MTF is a multilateral system of trading, as defined in the act governing the financial instruments market." Article 17 Articles 39 and 39.a shall be deleted. Article 18 The first paragraph of Article 65 shall be amended to read as follows: "(1) The Central Securities Clearing Corporation shall keep a share ledger or a record of registered securities on behalf of and for the issuers of registered securities." Article 19 Article 70.b shall be deleted. Article 20

5 After the first paragraph of Article 84, a new second paragraph shall be inserted to read as follows: "(2) Information on the uniform identification of a natural person recorded in share ledgers may be obtained by the Securities Market Agency (hereinafter: the Agency), the Bank of Slovenia, the Insurance Supervision Agency, the Commission for the Prevention of Corruption, and other government agencies if such information is required in proceedings conducted within their remits. In the current second paragraph, which shall become the third paragraph, the words "from the preceding paragraph" shall be replaced by the words "from the first paragraph of this Article". The current third paragraph shall become the fourth paragraph. Article 21 In point 1 of the first paragraph of Article 93, the words "Article 7" shall be replaced by the words "Article 8". TRANSITIONAL AND FINAL PROVISIONS Article 22 The Central Securities Clearing Corporation shall bring its terms of business in line with this Act within six months following its entry into force. Article 23 This Act shall enter into force on the fifteenth day following its publication in Uradni list Republike Slovenije. No /11-8/9 Ljubljana, 23 September 2011 EPA 1994-V National Assembly of the Republic of Slovenia Ljubo Germič m.p. President