I. GENERAL PROVISIONS

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1 Pursuant to the provisions of the Article 99 of the Capital Markets Act (Official Gazette 88/08, 146/08), the Management Board of the Croatian Financial Services Supervisory Agency issued at its session 07 January 2009 ORDINANCE ON THE CONTENT AND ACCOMPANYING DOCUMENTS OF THE APPLICATION AND REQUIREMENTS FOR ISSUANCE OF AUTHORISATION TO CONDUCT ACTIVITIES OF A TIED AGENT OF THE INVESTMENT FIRM I. GENERAL PROVISIONS Article 1 (1) This Ordinance regulates the contents of the application for issuance of authorisation to a tied agent, accompanying documents and contents of these documents, and requirements for issuance of authorization to conduct activities of a tied agent of the investment firm. Article 2 The terms used in this Ordinance have the following meaning: 1) Agency- Croatian Financial Services Supervisory Agency; 2) Act- Capital markets Act; 3) Ordinance- Ordinance adopted on the basis of Article 24, paragraph 7 of the Act; 4) Firm- an investment firm, subsidiary of the investment firm with head office in third countries, credit institution and subsidiary of the credit institution with head office in third countries. Article 3 (1) All the documents, which in accordance with the provisions laid down in this Ordinance are to be submitted to the Agency in original or a copy verified by a public notary, whereas foreign documents shall be properly verified and translated by a certified court interpreter. (2) Documents as referred to in paragraph 1 of this Article shall not be returned to an applicant. II. APPLICATION FOR ISSUANCE OF AUTHORISATION TO CONDUCT ACTIVITIES OF TIED AGENT OF THE INVESTMENT FIRM Article 4 (1) Application for issuance of authorisation to conduct activities of tied agent of the investment firm shall be submitted exclusively on the Application for issuance of authorisation to conduct activities of tied agent of the investment firm form (form OVZ), which is the integral part of this Ordinance. (2) OVZ form shall be electronically printed and fully completed, in an orderly and legible manner and without subsequent corrections. (3) OVZ form shall be signed by a natural person applicant or a person authorized to represent the legal person- applicant, and the signature shall be verified by a public notary. (4) OVZ form shall be stamped and signed by persons authorised to represent the investment firm which authorized the applicant to conduct the activities of a tied agent on its behalf. Article 5 (1) Along with the application referred to in the Article 4, a natural person-applicant shall submit: 1. proof on citizenship; 2. identity card, or passport for foreign citizen;

2 3. proof of professional qualifications; 4. a certificate of having passed the broker examination if an application refers to activities set out in Article 93, paragraph 1, points 1 to 4 of the Act,; 5. a certificate of having passed the investment advisor examination if an application refers to activities set out in Article 93, paragraph 1, point 5 of the Act; 6. curriculum vitae with detailed information on education and working experience (specific knowledge, specialisation, published scientific papers, companies where the applicant was previously employed, working period, job description), 7. proof of good repute, issued by the competent authority in the Republic of Croatia, i.e. for foreign citizens proof, not older than three (3) months, issued by the competent authority of the country of their citizenship; 8. employment booklet, i.e. a corresponding document indicating the employment record with the previous employers; 9. decision of the investment firm on nominating the applicant as tied agent; 10. statement that applicant does not conduct activities referred to in Article 93, paragraph 1 of the Act on behalf of other investment firm; 11. proof that the administrative charges and fee are paid; 12. other documents at Agency s request. (2) Along with the application a legal person-applicant shall submit: 1. the articles of association, i.e. the company's memorandum of association or statement on the establishment of the company; 2. a historical excerpt from the court register, not older than seven (7) days from the day of filing the application; 3. proof that the company employed for an indefinite period of time, at least one person fulfilling conditions for a broker regulated by the Article 24, paragraph 3 of the Act and by Ordinance, if an application refers to conducting activities set out in Article 93, paragraph 1, points 1 to 4 of the Act; 4. proof that the company employed a person fulfilling conditions for an investment advisor regulated by the Article 24, paragraph 3 of the Act and by Ordinance, if an application refers to conducting activities set out in Article 93, paragraph 1, point 5 of the Act; 5. for the persons referred to in points 3 and 4 of this paragraph: attachments regulated by paragraph 1 of this Article; 6. proof that the administrative charges and fee are paid; 7. other documents at Agency s request III REQUIREMENTS FOR ISSUANCE OF AUTHORISATION TO CONDUCT ACTIVITIES OF A TIED AGENT OF THE INVESTMENT FIRM Article 6 (1) Natural person- applicant who submits the application, i.e. natural person employed at legal person- applicant, must fulfill the following criteria: a) having passed the examination to conduct activities of a broker/investment advisor; b) having six-months working experience at the activities comparable to the activities of an investment firm; c) having a proof of good repute. (2) It shall be assumed that a person has a good repute if a) He-she has complete working ability, b) His/her assets are not under open bankruptcy proceedings, c) If he/she is not under investigation, i.e. if no criminal proceedings for the criminal offence started by official duty are opened against him/her d) who is not found guilty under final verdict for the following criminal offences:

3 financial instrument market abuse, concealing money obtained in an illegal manner financing terrorism; against property, where the criminal proceedings are started by official duty; against safety of the payment system and transactions; against justice; against the credibility of the documents; against the official duty; doing with the purpose of obtaining gain. (3) While assessing a repute, previous professional experience and personal integrity, as well as possible supervisory measures and reports to competent authorities which the Agency initiated due to found irregularities and illegalities, shall be taken into account. (4) The provisions of paragraph 2 and 3 of this Article, shall be appropriately applied to the legal person- applicant. Article 7 This Ordinance shall enter into force on the eighth day after the day of its publication in the Official Gazette. Class: /09-04/10 Reg.no: Zagreb, 07 January 2009 President of the Management Board Ante Samodol

4 OVZ form APPLICATION FOR ISSUANCE OF AUTHORISATION TO CONDUCT ACTIVITIES OF TIED AGENT OF THE INVESTMENT FIRM Instruction The form must be electronically printed and fully completed, in an orderly and legible manner and without subsequent corrections. The terms used in this request: Applicant- natural or legal person submitting an application Agency- Croatian Financial Services Supervisory Agency Act- Capital Markets Act Firm: - investment firm; - subsidiary of the investment firm with head office in third country; - credit institution; - subsidiary of the credit institution with head office in third country.

5 Information on applicant- NATURAL PERSON PERSONAL INFORMATION: Name: Surname/Maiden surname: Date and place of birth: Residence address: Mail delivery address: Sex: Citizenship: IDENTITY CARD INFORMATION: ID number: Date issuing: Place of issuing: Passport number: CONTACT INFORMATION: Phone number: INFORMATION ON EDUCATION: Degree: Educational institution: Title and year of obtaining the title: Academic degree: Area of scientific work: Title of B.Sc. final paper or dissertation: PROFESSIONAL EXAM (for broker or investment advisor): Date of taking an exam: Organizer: INFORMATION ON EMPLOYMENT: Company name: Head office address: Business address: Telephone number: Fax number: address: Web pages: Activities conducted by applicant: Applicant s function: INFORMATION ON RELATED PERSONS: Name and surname of father: Name and maiden surname of mother: Name and maiden surname of spouse: Name and surname of children: Company, head office and Register court Number of the company where applicant directly or indirectly has a share in capital more than 10%:

6 Companies where applicant has worked before and description of activities: 1. Period Company Activities: Information on applicant- LEGAL PERSON INFORMATION ON THE FIRM Company name: Head office address: Business address: Telephone number: Fax number: address: Web pages: Number of employees: Company registration number: Number of Decision on registration at the authorised commercial court: Amount of the initial capital: Name, surname and function of the person authorised to contact the Agency: Members of the Management Board: Holders of qualified holdings in the firm: BRANCH DATA Business address: Telephone number: Fax number: Name, surname and function of the person authorised to contact the Agency: INFORMATION ON COMPANY S EMPLOYEES FULFILLING CRITERIA FOR BROKER/INVESTMENT ADVISOR: PERSONAL INFORMATION: Name: Surname/Maiden surname: Date and place of birth: Residence address: Mail delivery address: Sex: Citizenship: IDENTITY CARD INFORMATION: ID number:

7 Date issuing: Place of issuing: Passport number: CONTACT INFORMATION: Phone number: INFORMATION ON EDUCATION: Degree: Educational institution: Title and year of obtaining the title: Academic degree: Area of scientific work: Title of B.Sc. final paper or dissertation: PROFESSIONAL EXAM (for broker or investment advisor): Date of taking an exam: Organizer: INFORMATION ON RELATED PERSONS: Name and surname of father: Name and maiden surname of mother: Name and maiden surname of spouse: Name and surname of children: Firm, head office and Register court Number of the company where applicant directly or indirectly has a share in capital more than 10%: Data on the firm which has authorized the applicant: Company name: Head office address: Business address: Telephone number: Fax number: address: Web pages: Number of employees: Company registration number: Number of Decision on registration at the authorised commercial court: Amount of the initial capital: Name, surname and function of the person authorised to contact the Agency: Members of the Management Board: Activities referred to in Article 5 of the Act, for which the approval has been granted to the firm (insert X in the first column, where appropriate):

8 Reception and transmission of orders in relation to one or more financial instruments Execution of orders on behalf of clients Dealing on own account Portfolio management Investment advice Underwriting of financial instruments and/or placing of financial instruments on a firm commitment basis Placing of financial instruments without a firm commitment basis Operation of Multilateral Trading Facilities Activities referred to in Article 93 of the Act, which are to be conducted by the applicant on behalf of the company: (insert X in the first column, where appropriate): Promoting the services of the investment firm Offering the services of the investment firm Receiving and transmitting orders from clients or potential clients Placing financial instruments Providing advice in respect of financial instruments and services offered by the investment firm Has an applicant ever, for any reason, been banned from the trading on capital markets: (insert X in the first column) YES NO if YES, please specify: Where: When: Reason for being banned: Has an applicant been punished in the last five (5) years (by Croatian or foreign court authorities) for committing criminal offences which include: (insert X in the first column, where appropriate): a. counterfeiting of money b. counterfeiting of securities c. counterfeiting of value tokens d. manufacturing, supplying, possessing, selling or providing means of forgery e. forgery of trademarks, measures and weights f. concealing illegally acquired money g. violating equality in performing economic activities h. preference of creditors i. malpratice in bankruptcy j. malpractice in bankruptcy proceedings k. deceiving buyers l. infringement of industrial property rights and unauthorised use of another s company name m. evasion of tax and other levies n. violation of the obligation to keep business books o. creating a monopolistic position on the market p. unfair competition in foreign trade operations YES NO

9 q. illicit trade in gold r. careless conducting of economic transactions s. abuse of authority in economic transactions t. fraud in economic transactions u. conclusion of a disadvantageous contract v. accepting a bribe in economic transactions w. offering a bribe when conducting economic operations x. disclosure and unauthorised procurement of a business secret y. illicit manufacturing z. illicit trade aa. avoiding customs control bb. forgery of a document cc. forgery of an official document dd. special cases of a forgery of a document ee. manufacturing, supplying, possessing, selling or providing means of forgery of documents ff. certification of untrue content If answer to any of these questions is YES, please provide detailed explanation on the additional attachment to this application. SIGNATORY PAGE The signatory to this application declares that he/she has read the full text of this application form, understood it completely, provided all the above specified data in accordance with his/her personal and professional knowledge and information he/she has at their disposal, and guarantee their truthfulness under criminal and financial liability provisions. The signatory to this application form declares that he/she is acquainted with the fact that providing untrue data represents a criminal offence. Applicant s signature: The applicant signature at this application shall be notified by public notary. This application form must be authorized by seal and signed by persons authorized for representing the firm which authorized the applicant to perform the activities of a tied agent for its behalf, so the firm thereby confirms accuracy and truthfulness on information of the activities referred to in Article 93 of the Act, and which shall be conducted by application on behalf of the firm: Company name: Name and surname, function Place: Date: Personal signature: Company s seal: