Rules for Submission of Notifications on Acquisition and Disposal of Qualifying Holdings in Financial Market Participants

BOARD OF THE BANK OF LITHUANIA
RESOLUTION
ON THE APPROVAL OF THE RULES FOR THE SUBMISSION OF NOTIFICATIONS ON THE ACQUISITION AND DISPOSAL OF A QUALIFYING HOLDING OF THE AUTHORISED CAPITAL AND/OR VOTING RIGHTS IN FINANCIAL MARKET PARTICIPANTS UNDER SUPERVISION OF THE BANK OF LITHUANIA 12 September 2017 No 03-138 Vilnius 20 November 2018 Resolution No 03-218 23 July 2019 Resolution No 03-135 Acting in accordance with Article 42(4)(1) of the Republic of Lithuania Law on the Bank of Lithuania, Article 25(2) of the Republic of Lithuania Law on Banks, Article 23(3) of the Republic of Lithuania Law on Insurance, Article 10(4) of the Republic of Lithuania Law on Collective Investment Undertakings, Article 11(5) and point 2 of Article 20 of the Republic of Lithuania Law on Markets in Financial Instruments, Article 11 of the Republic of Lithuania Law on the Supplementary Voluntary Accumulation of Pensions, Article 10 of the Republic of Lithuania Law on Payment Institutions, Article 17 of the Republic of Lithuania Law on Electronic Money and Electronic Money Institutions, and in implementing Directive 2007/44/EC of the European Parliament and of the Council of 5 September 2007 amending Council Directive 92/49/EEC and Directives 2002/83/EC, 2004/39/EC, 2005/68/EC and 2006/48/EC as regards procedural rules and evaluation criteria for the prudential assessment of acquisitions and increase of holdings in the financial sector (OJ 2007 L 247, p. 1), the Board of the Bank of Lithuania has resolved:

1. To approve the Rules for the Submission of Notifications on the Acquisition and Disposal of a Qualifying Holding of the Authorised Capital and/or Voting Rights in Financial Market Participants under Supervision of the Bank of Lithuania (attached).
2. To repeal:
   2.1. Resolution No 92 of the Board of the Bank of Lithuania of 21 April 2009 on the rules for the notification about the acquisition and disposal of a qualifying holding of the authorised capital and/or voting rights, as amended and supplemented;
   2.2. Resolution No 03-64 of the Board of the Bank of Lithuania of 24 April 2014 on the approval of the description of the procedure for submitting the list of documents for the assessment of the person acquiring shares of an insurance undertaking or reinsurance undertaking and the proposed acquisition and information on the change of persons who directly or indirectly hold shares of the insurance or reinsurance undertaking, as amended and supplemented.
   Chairman of the Board
   Vitas Vasiliauskas
   APPROVED by Resolution No 03-138 of the Board of the Bank of Lithuania of 12 September 2017 RULES FOR THE SUBMISSION OF NOTIFICATIONS OF THE ACQUISITION AND DISPOSAL OF A QUALIFYING HOLDING OF THE AUTHORISED CAPITAL AND/OR VOTING RIGHTS IN FINANCIAL MARKET PARTICIPANTS UNDER SUPERVISION OF THE BANK OF LITHUANIA
   CHAPTER I
   GENERAL PROVISIONS
3. The Rules for the Submission of Notifications of the Acquisition and Disposal of a Qualifying Holding of the Authorised Capital and/or Voting Rights in Financial Market Participants under Supervision of the Bank of Lithuania (hereinafter – Rules) specify the main requirements for information to be provided for the assessment of an acquisition and disposal of a qualifying holding of the authorised capital and/or voting rights in undertakings holding a banking licence, management companies acting in accordance with the Republic of Lithuania Law on Collective Investment Undertakings, financial broker and financial advisor firms, insurance and reinsurance undertakings (hereinafter – financial market participants) and the procedure for the provision of such information. Provisions of the Rules shall apply
   mutatis mutandis to the acquisition and disposal of a qualifying holding of the authorised capital and/or voting rights in management companies acting in accordance with the Republic of Lithuania Law on the Supplementary Voluntary Accumulation of Pensions, electronic money institutions and payment institutions. The Annex to the Rules shall apply mutatis mutandis to persons who control insurance brokerage firms.
4. Terms used for the purposes of these Rules:
   2.1. acquirer
   – means a natural or legal person who, whether individually or acting in concert with another person or persons, intends to acquire or increase, directly or indirectly, a qualifying holding of the authorised capital and/or voting rights in a financial market participant; 2.2. qualifying holding of the authorised capital and/or voting rights – means a direct or indirect holding of the authorised capital and/or voting rights in an undertaking which represents 10% or more of the authorised capital or voting rights of the undertaking or which makes it possible to exercise a significant influence over the management of that undertaking; 2.3. supervisory authority – the Bank of Lithuania or, in the cases specified under Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions (OJ 2013 L 287, p. 63), the European Central Bank;
   2.4. other terms used in the Rules shall have the meaning assigned to them in the Republic of Lithuania Law on Banks, the Republic of Lithuania Law on Insurance, the Republic of Lithuania Law on Markets in Financial Instruments, the Republic of Lithuania Law on Collective Investment Undertakings, the Republic of Lithuania Law on the Supplementary Voluntary Accumulation of Pensions, the Republic of Lithuania Law on Payment Institutions, the Republic of Lithuania Law on Electronic Money and Electronic Money Institutions, and the Republic of Lithuania Law on Financial Institutions.
5. The Rules have been drawn up in accordance with the Joint Guidelines for the Prudential Assessment of Acquisitions and Increases of Qualifying Holdings in the Financial Sector approved by the European Banking Authority, the European Insurance and Professional Pensions Authority and the European Securities and Markets Authority, and taking into account the practices being developed by the specified authorities and the European Central Bank.
6. Requirements of the General Regulations on the Submission and Examination of Applications for Authorisation of Financial Market Participants Supervised by the Bank of Lithuania and on the Granting of Authorisation approved by Resolution No 58 of the Board of the Bank of Lithuania of 6 May 2004 on the approval of the general regulations on the submission and examination of applications for authorisation of financial market participants supervised by the Bank of Lithuania and on the granting of authorisation shall apply to documents submitted to the Bank of Lithuania and actions carried out by the Bank of Lithuania in accordance with the Rules, unless the Rules establish otherwise.
   CHAPTER II
   NOTIFICATION OF THE PROPOSED ACQUISITION
7. An acquirer, who decides to acquire, directly or indirectly, a qualifying holding of the authorised capital and/or voting rights in the financial market participant, or where the qualifying holding of the authorised capital and/or voting rights in the financial market participant is acquired or increases to the size specified by laws without such decision, when it becomes aware, or from the moment when it should have become aware, of this, must immediately submit to the Bank of Lithuania a notification of the proposed acquisition (hereinafter – the proposed acquisition). The notification of the proposed acquisition shall be submitted by completing the notification of the proposed acquisition (Annex to the Rules) and enclosing the specified documents.
8. An acquirer must confirm in the notification of the proposed acquisition that the data contained in the notification of the proposed acquisition and the documents accompanying it are complete and correct.
9. Where not one, but several persons have the obligation to submit the notification, one joint notification may be submitted. In that case, the documents and data shall be provided about each such person. In the case of submission of a joint notification of such persons, the documents and data may not be provided repeatedly. Each of those persons must confirm in writing that the data about them contained in the notification of the proposed acquisition and in the documents accompanying it are complete and correct.
10. By decision of the supervisory authority, assessment of the proposed acquisition may be started without submitting the documents and data specified in the Rules only in the following cases:
    8.1. the documents and data that are not submitted had already been submitted earlier by the acquirer to the Bank of Lithuania, therefore, the acquirer shall indicate in the notification of the proposed acquisition the date of submission to the Bank of Lithuania of such documents and data and shall confirm that the documents and data submitted earlier have not changed, are complete and correct;
    8.2. the acquirer, prior to submitting to the supervisory authority the notification of the proposed acquisition, had approached the Bank of Lithuania with a motivated letter concerning the possibility not to submit certain documents and data, and the Bank of Lithuania had informed the acquirer in writing that such documents and data, taking into account the particular circumstances of the proposed acquisition, were not necessary for the assessment of the acquirer and/or the proposed acquisition;
    8.3. the acquirer, prior to submitting to the supervisory authority the notification of the proposed acquisition , had approached the Bank of Lithuania with a motivated letter stating that the acquirer could not submit certain documents and data, and the Bank of Lithuania had informed the acquirer in writing that the documents and data that have not been submitted do not prevent from starting the assessment of the acquirer and of the proposed acquisition;
    8.4. the acquirer does not provide all data specified in the Rules, but the Bank of Lithuania has conducted the acquirer’s assessment during the last two years, and when providing the changed information the acquirer confirms that other information submitted regarding the previous assessment has not changed.
11. Where, on request of the Bank of Lithuania or on its own initiative, the acquirer submits additional documents and data required for the assessment of the acquirer and of the proposed acquisition, the acquirer must confirm in writing that the additional data being submitted are complete and correct.
12. The supervisory authority shall have the right to request from the acquirer information not specified in the Rules required for the assessment of the acquirer and of the proposed acquisition.
    CHAPTER III
    NOTIFICATION OF THE DISPOSAL OF A QUALIFYING HOLDING OF THE AUTHORISED CAPITAL AND/OR VOTING RIGHTS IN A FINANCIAL MARKET PARTICIPANT
13. A person disposing a qualifying holding of the authorised capital and/or voting rights in a financial market participant, having decided to dispose a qualifying holding of the authorised capital and/or voting rights in the financial market participant or to reduce it to the size specified in the law regulating the activities of the financial market participant, must immediately submit to the Bank of Lithuania a notification. The person disposing a qualifying holding of the authorised capital and/or voting rights in the financial market participant shall also have such obligation when it becomes aware, or from the moment when it should have become aware, of the disposal of the qualifying holding of the authorised capital and/or voting rights in the financial market participant or of its reduction to the size specified by laws without such person’s decision.
14. A financial market participant must submit a notification of the disposal of a proportion of the authorised capital and/or voting rights held by it as soon as it becomes aware of the acquisition of the proportion of the authorised capital and/or voting rights or of the decision taken to dispose the proportion of the authorised capital and/or voting rights in the financial market participant or to reduce it to the size specified in the law regulating the activities of the financial market participant.
15. The notification of the disposal or reduction of a qualifying holding of the authorised capital and/or voting rights in the financial market participant shall specify:
    13.1. the name of the financial market participant regarding whom the notification is submitted;
    13.2. a concise description of the disposal of the proportion of the authorised capital and/or voting rights in the financial market participant:
    13.2.1. the size of the proportion of the authorised capital and/or voting rights in the financial market participant intended to be disposed;
    13.2.2. the envisaged method of disposal or reduction of the proportion of the authorised capital and/or voting rights in the financial market participant (disposal of shares and/or voting rights, refusal to acquire a possibility to exercise a decisive influence on the financial market participant, etc.);
    13.2.3. the period of intended disposal or reduction of the proportion of the authorised capital and/or voting rights in the financial market participant;
    13.3. data about the person(s) to whom the proportion of the authorised capital and/or voting rights in the financial market participant is intended to be disposed (if applicable):
    13.3.1. in the case of disposal to a natural person – name, surname, personal identification number, residence address;
    13.3.2. in the case of disposal to a legal person – name, legal form, head office address, code, register where data about the legal person are stored.
    CHAPTER IV
    FINAL PROVISIONS
16. An acquirer may submit to the Bank of Lithuania a prior notification of the proposed acquisition. The Bank of Lithuania, having received the prior notification of the proposed acquisition, shall start preparations for the upcoming assessment of the proposed acquisition, render consultations to the acquirer, where appropriate, cooperate with supervisory authorities of other countries and with the European Central Bank.
17. The acquirer’s reputation shall be assessed in accordance with the assessment criteria specified by laws regulating the activities of the financial market participant and in Chapters V and VI of the Guidelines for the Assessment of Members of the Management Body and Key Function Holders of Financial Market Participants Supervised by the Bank of Lithuania approved by Resolution No 03-181 of the Board of the Bank of Lithuania of 14 November 2013 on the approval of the guidelines for the assessment of members of the management body and key function holders of financial market participants supervised by the Bank of Lithuania.

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Annex
to the Rules for the Submission of Notifications on the Acquisition and Disposal of a Qualifying Holding of the Authorised Capital and/or Voting Rights in Financial Market Participants under Supervision of the Bank of Lithuania NOTIFICATION OF THE PROPOSED ACQUISITION Name of the financial market participant Relevant information (As amended by Resolution No 03-135 of the Board of the Bank of Lithuania of 23 July 2019) Information presented by you in this template, including your personal data, is necessary and will be used for the performance of functions of the supervisory authority and, in performing such functions, may be disclosed to third parties. Information on personal data management at the Bank of Lithuania shall be published on the Bank of Lithuania website: https://www.lb.lt/en/implementation-of-data-subjects-rights. In this template, you must provide correct and complete information. Where the information provided is incorrect and/or incomplete, this can lead to the extended period of assessment of the acquisition and also to the decision to object the proposed acquisition. Where not one, but several persons have the obligation to submit the notification, one joint notification may be submitted. Each of those persons must confirm in writing that the data about them contained in the notification of the proposed acquisition and in the documents accompanying it are complete and correct. I hereby confirm that I am aware of my obligation to provide correct and complete information and of the likely consequences of its breach:
Completion date
Name, surname, signature
Instructions for completing
In items where the answer is either “yes” or “no”, please mark the respective box and provide the requested information and documents.
In items where information on natural persons is requested, please indicate their names and surnames, personal identification number (if not available, please specify the person’s date and place of birth), and in items where information on legal persons (undertakings, institutions) is requested, please specify their name, code and head office address, unless more detailed information is requested. In items where information on dates is requested, the dates shall be specified by indicating the year and the month, e.g. “October 1990–March 1991”. In the columns of tables to be filled in with information on legal basis, please indicate the legal act and its applicable provisions; in the columns to be filled in with information on factual basis, please provide a brief description of facts. When completing, please avoid references to other documents (annexes). Please provide information in separate documents only when this is requested or when the information cannot be provided in the template due to objective reasons (e.g. large amount of information). Please specify the enclosed documents (their titles and number of pages) in Part VII of this questionnaire. Where the data on criminal acts, administrative offences, pending investigations, conducted assessments, etc. are collected and stored in the registers (databases) processed by public authorities, please provide certificates, extracts or equivalent documents issued by such authorities or state the reasons why such document cannot be submitted (where a competent authority has no data on criminal acts and administrative offences committed by a person, please submit a document issued by the competent authority confirming such information). This requirement shall not apply in cases when information is in possession of public authorities of the Republic of Lithuania. If you do not answer all questions and fail to explain why you have not answered them or if you do not confirm the provided information by your signature, it will be considered that the information provided is incomplete, which can lead to the above specified consequences. Where, in fulfilling the obligation to report the changes in the previously provided information, the supervisory authority is provided with the changed information, please complete only those parts of the template in which the requested information has changed. Definitions Acquirer – a person who, whether individually or acting in concert with another person or persons, intends to acquire or increase, directly or indirectly, a qualifying holding of the authorised capital and/or voting rights in a financial market participant as a result of which the proportion of the voting rights or the authorised capital held would reach or exceed 20%, 30% or 50% or so that the financial market participant would become controlled. Qualifying holding of the authorised capital and/or voting rights – means a direct or indirect holding of the authorised capital and/or voting rights in an
undertaking which represents 10% or more of the authorised capital or voting rights of the undertaking or which makes it possible to exercise a significant influence over the management of that undertaking. Supervisory authority – the Bank of Lithuania or, in the cases specified under Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions (OJ 2013 L 287, p. 63), the European Central Bank. Content and completing persons
Part of the Content
Completing person
Part I. Data on the natural person
Acquiring natural person
Part II. Data on the legal person
Acquiring legal person
Part III. Information on the proposed acquisition
Acquirer
Part IV. Financial credibility
Acquirer
Part V. Management under the terms of trust of the qualifying holding of the acquired authorised capital and/or voting rights in a financial market participant
Acquirer, where the qualifying holding of the acquired authorised capital and/or voting rights in a financial market participant will be managed under the terms of trust
Part VI. Documents and data relating to the size of the qualifying holding of the authorised capital and/or voting rights in the financial market participant intended to be held after the conclusion of the proposed acquisition
Acquirer, taking account of the qualifying holding of the authorised capital and/or voting rights intended to be acquired in a financial market participant
Part VII. Documents to be enclosed
Acquirer
Part VIII. Acknowledgements and consents
Acquirer
Part I. Data on the natural person
A. Personal identification data
Name and surname
Former surname (if different)
Personal identification number (where available) Date and place of birth (where personal identification number is unavailable) Citizenship (citizenships) Former citizenship (citizenships), if different Please provide a copy of the personal identity document. Address Permanent residence address Contact details Correspondence address (if different from the permanent place of residence) Phone Email B. Qualification and experience (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)

1. Education
   Date
   Educational establishment where professional qualification was acquired Acquired professional qualification
2. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   Work and professional activity (including position held (professional activity carried out) at the time of completion of the questionnaire Date (from–to) Workplace (name, code and registered office address) Current (former) position (professional activity) Areas of expertise and specific knowledge related to the financial market
3. Other information about you which you consider significant for the assessment of qualification and experience
   C. Good reputation
4. Have you / has the undertaking controlled by you currently (earlier) or the undertaking whose manager you are (were):
   1.1. ever been the subject of a trial (accused) for a committed criminal act and/or sentenced for a criminal act under criminal laws of the Republic of Lithuania or foreign country, even if the conviction has been spent?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
   1.2. ever been suspects in a pre-trial investigation?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
5. Have you / has the undertaking controlled by you currently (earlier) or the undertaking whose manager you are (were), over the last ten years:
   2.1. ever been the subject of administrative penalties, disciplinary sanctions and other sanctions (enforcement measures) provided for by laws?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
   2.2. ever been the subject of the present (former) investigation conducted or procedural or other sanctions (enforcement measures) imposed by law enforcement or other bodies for the violations of legal acts referred to in subparagraph 2.1 and/or other violations of legal acts?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
   2.3. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   ever operated at a loss, been the subject of bankruptcy, restructuring proceedings, investigation opened according to Article 2.124 of the Civil Code [1] or respective procedures under legal acts of a foreign country?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Other circumstances
   2.4. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   ever been a defendant in civil proceedings in which the applicant’s claim was upheld? (choose “Yes” if this circumstance has (had) a significant impact on the financial credibility of your undertaking, the undertaking currently (earlier) controlled by you or the undertaking whose manager you are (were)). Yes □ No □ If yes, please complete the table below. Date Legal basis Factual background Authority
   2.5. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   ever been refused a licence, authorisation, registration or otherwise refused the right to engage in a certain activity, or validity of your licence, authorisation, registration has been cancelled, suspended, or the right to engage in certain activity has been withdrawn otherwise? Or has an application for a licence, authorisation, registration or the right to otherwise engage in a certain activity been withdrawn on the initiative of the applicant prior to the date of the decision? Yes □ No □ If yes, please complete the table below. Date Legal basis Factual background Authority
   2.6. ever acquired, increased, disposed or reduced a qualifying holding of the authorised capital and/or voting rights in an undertaking without having notified the respective supervisory authority, where such notification was required, or has the voting right held been suspended (cancelled) or other similar sanctions imposed while holding a proportion of the authorised capital and/or voting rights in a legal person?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
   2.7. ever resigned from the office held, been dismissed from work, had fiduciary relationships terminated with you or had any similar situations occurred?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
   2.8. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   ever been evaluated (authorised) by authorities supervising activities of persons providing financial or insurance services or by other authorities? (cases when the procedure of evaluation (authorisation) was terminated after you have withdrawn the application on your own initiative shall also be included) Yes □ No □ If yes, please complete the table below. Date Results Authority
   2.9. (Repealed by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
6. Are you addicted to gambling?
   Yes □ No □
7. Do you abuse psychotropic, narcotic, toxic substances or alcohol?
   Yes □ No □
8. Other information (positive and negative) about you which you consider relevant for the assessment of your reputation.
   Part II. Data on the legal person
   A. Identification details
   Name
   Code
   Legal form
   Head office address
   Please provide a copy of the document confirming registration of the legal person.
   Contact details
   Correspondence address (if different from the head office address) Phone Email B. Business pursued Concise description of business pursued
   C. Managers
   List of members of a single-person and collegial management bodies Person Position held Please provide information on acquired qualification, work experience and good reputation of each person.
   [2]
   D. Persons holding a qualifying holding of the authorised capital and/or voting rights in the acquirer.
9. Please provide a graphic representation reflecting the structure of all direct and indirect participants in the acquirer (as well as information on natural persons – final beneficiaries) and proportions of

the authorised capital and/or voting rights directly or indirectly held by them in the financial market participant and specify:
whether any of the persons indicated in the graphic representation can exercise a significant influence and, if yes, please name such persons and the influence; are there any persons acting in concert and, if yes, please indicate the circumstances confirming their concerted actions and provide the documents certifying that (e.g. shareholder agreements).
2. Does the acquirer belong to a group of undertakings?
Yes □ No □
If yes, please provide a graphic representation of the group of undertakings indicating in it the undertakings that belong to the group and relationships between them (the graphic representation of the group of undertakings may be presented together with the representation of the structure of the acquirer’s shareholders). Please also provide information on business pursued by the undertakings of the group.
3. Is the acquirer or persons belonging to the same group of undertakings subject to supervision of authorities supervising activities of other persons providing financial or insurance services?
Yes □ No □
If yes, please specify such persons and authorities supervising them.
Person
Authority
Please provide information on relationships between the group undertakings that are financial market participants and other undertakings of the group.
4. Will the financial market participant and the group of undertakings, a part of which it will become after implementation of the acquisition, be subject to requirements of consolidated supervision?
Yes □ No □
If yes, please specify what undertakings would be subject to requirements of consolidated supervision and at what level (full or partial consolidation).
E. Good repute

1. Has the acquirer / the undertaking currently (earlier) controlled by the acquirer or the person (undertaking) capable of exercising a significant influence on the acquirer:
   1.1. ever been or is the subject of a trial (accused) for a committed criminal act and/or sentenced for criminal act under criminal laws of the Republic of Lithuania or foreign country?
   Yes □ Ne □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
   1.2. ever been a suspect in a pre-trial investigation?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
2. Has the acquirer / the undertaking currently (earlier) controlled by the acquirer or the person (undertaking) capable of exercising a significant influence on the acquirer, over the last ten years:
   2.1. ever been the subject of administrative penalties, disciplinary sanctions and other sanctions (enforcement measures) provided for by laws?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
   2.2. ever been the subject of the present (former) investigation conducted or procedural or other sanctions (enforcement measures) imposed by law enforcement or other bodies for the violations of legal acts referred to in subparagraph 2.1 and/or other violations of legal acts?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
   2.3. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   ever been the subject of bankruptcy, restructuring proceedings, investigation opened according to Article 2.124 of the Civil Code or respective procedures under legal acts of a foreign country?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Other circumstances
   2.4. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   ever been a defendant in civil proceedings in which the applicant’s claim was upheld? (choose “Yes” if this circumstance has (had) a significant impact on the financial credibility of your undertaking, the undertaking currently (earlier) controlled by you or the undertaking whose manager you are (were)). Yes □ No □ If yes, please complete the table below. Date Legal basis Factual background Other circumstances
   2.5. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   ever been refused a licence, authorisation, registration or been otherwise refused the right to engage in a certain activity, or validity of your licence, authorisation, registration was cancelled, suspended, or has your right to engage in certain activity been withdrawn otherwise? Or has an application for a licence, authorisation, registration or the right to otherwise engage in a certain activity been withdrawn on the initiative of the applicant prior to the date of the decision? Yes □ No □ If yes, please complete the table below. Date Legal basis Factual background Other circumstances
   2.6. ever acquired, increased, disposed or reduced a qualifying holding of the authorised capital and/or voting rights in an undertaking without having notified the respective supervisory authority, where such notification was required, or has the voting right held been suspended (cancelled) or other similar sanctions imposed while holding a proportion of the authorised capital and/or voting rights in a legal person?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
   2.7. ever resigned from the office held, been dismissed from work, had fiduciary relationships terminated with you or had any similar situations occurred?
   Yes □ No □
   If yes, please complete the table below.
   Date
   Legal basis
   Factual background
   Authority
   2.8. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   ever been evaluated (authorised) by authorities supervising activities of entities providing financial or insurance services or by other authorities? (cases when the procedure of evaluation (authorisation) was terminated after you have withdrawn the application on your own initiative shall also be included) Yes □ No □ If yes, please complete the table below. Date Results Authority
   2.9. (Repealed by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018) (Repealed by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
3. Other information (positive and negative) about you which you consider relevant for the assessment of your reputation
   F. Additional information on the acquirer whose head office is registered in a country other than a Member State of the European Union and of the European Economic Area
4. Where the acquirer’s activities are supervised by a public authority, please provide a certificate of good standing of the acquirer issued by such public authority and the undertaking of such authority to cooperate and exchange information required for the effective supervision of the financial market participant.
5. Please provide the description of the general regulatory regime applicable to the acquirer’s activities.
   G. Additional information on the acquirer who is a sovereign wealth fund
6. Public authority in charge of defining the investment policy of the fund and influence exerted by such authority on the day-to-day operations of the fund and of the financial market participant
7. Details of the investment policy and any restrictions on investment
8. Individuals responsible for making investment decisions for the fund
   H. Additional information on the acquirer who is a private equity fund
9. Detailed description of the performance of previous acquisitions by the acquirer of qualifying holdings of the authorised capital and/or voting rights in financial market participants
10. Details of the acquirer’s investment policy and any restrictions on investment, including details on investment monitoring, factors serving the acquirer as a basis for investment decisions and factors that would trigger changes to the acquirer operating strategy
11. Description of the acquirer’s decision-making framework for investment decisions and individuals responsible for making such decisions
12. Description of the acquirer’s money laundering prevention procedures and requirements of legal acts applicable to such procedures
    Part III. Information relating to the proposed acquisition
13. Aim of the acquisition, benefits sought and the period during which the conclusion of the proposed acquisition is planned
14. Proportion of the authorised capital and/or voting rights intended to be acquired in the financial market participant with respect to whom the notification is submitted
    Number
    Type
    Proportion of capital
    Proportion of voting rights
    Units
    Per cent
    EUR
    Units
    Per cent
15. Do you currently hold any shares (voting rights) in the financial market participant with respect to whom the notification is submitted?
    Yes □ No □
    If yes, please complete the table below.
    Number
    Type
    Proportion of capital
    Proportion of voting rights
    Units
    Per cent
    EUR
    Units
    Per cent
16. Proposed acquisition price and criteria used when determining such price and, if there is a difference between the market value and the proposed acquisition price, an explanation as to why that is the case
    4.1. Price
    4.2. Price determination criteria
    4.3. Does the price differ from the market value?
    Yes □ No □
    If yes, please explain.
17. Data about funds to be used for the financing of the proposed acquisition
    5.1. Method of accumulation of funds
    5.2. Scheme of transfer
    5.3. Financial instruments intended to be used
    5.4. Funds borrowed (intended to be borrowed) from credit institutions, other shareholders of the financial market participant with respect to whom the notification is submitted, or other persons (persons from whom funds are borrowed, ways and terms of borrowing, collaterals)
    Please provide the documents (e.g. contracts) certifying the information provided in subparagraphs 5.1-5.4 of this Part.
18. Data on assets of the acquirer or financial market participant with respect to whom the notification is submitted which are to be sold in order to help finance the proposed acquisition (assets to be sold, conditions of sale, appraisal, and information on how the assets were acquired)
    Part IV. Financial credibility
19. Data about the acquirer’s assets and liabilities (available funds, movable and immovable property, granted and received loans, issued and received guarantees, pledges, liens on assets held, etc.)
    Please provide the documents supporting the available assets and liabilities.
20. Data about financial assessments, public reports, credit ratings of the acquirer and the group of undertakings (where the acquirer belongs to the group of undertakings) performed (issued) within the last ten years, if applicable
21. Data about directly or indirectly controlled undertakings and undertakings, the manager of which you are (name, head office address, legal person’s code)
    Undertaking
    Proportion of the authorised capital and/or voting rights held, per cent Current position
22. Individual and consolidated (sub-consolidated) annual financial statements of the acquirer that is a legal person for the last three years (balance sheet, profit (loss) account, cash flow statement, statement of changes in equity, explanatory notes), together with the auditor’s report and annual reports (where required)
    [3]
23. Data about financial and non-financial interests and relationships
    5.1. With other existing shareholders of the target financial market participant with respect to whom the notification is submitted
    5.2. With other persons authorised to exercise voting rights at the general meeting of shareholders of the financial market participant with respect to whom the notification is submitted
    5.3. With members of management bodies of the financial market participant with respect to whom the notification is submitted
    5.4. With the financial market participant with respect to whom the notification is submitted and other undertakings of the group of undertakings to which the financial market participant belongs
    5.5. With heads of public authorities
    5.6. That could give rise to a conflict of interest between the acquirer and the financial market participant with respect to whom the notification is submitted (please provide a description of possible ways of resolution of such conflicts of interest)
    Part V. Management under the terms of trust of the acquired qualifying holding of the authorised capital and/or voting rights in a financial market participant
    Will the proportion of the authorised capital and/or voting rights in the financial market participant with respect to whom the notification is submitted be transferred under the terms of trust or will the shares acquired be disposed otherwise and the acquirer will not be able to exercise voting rights on own discretion? Yes □ No □ If yes, please specify:
24. Persons who will manage assets under the terms of trust (trustees) and the trustee’s shares (rights) in the distribution of income
    Person
    Rights held by the person
25. Persons who are beneficial owners of shares managed under the terms of trust
    Person
    Rights held by the person
    Part VI. Documents and data relating to the size of the qualifying holding of the authorised capital and/or voting rights in the financial market participant intended to be held after the conclusion of the proposed acquisition
26. Where the proposed acquisition would not result in holding a proportion of the authorised capital and/or voting rights in the

financial market participant that entitles to effectively control the financial market participant’s business, but the proportion intended to be held would result in the holding of up to 20% of the authorised capital and/or voting rights in the

financial market participant, a document shall be provided containing the following information:
the period for which the acquirer intends to hold the proportion of the authorised capital and/or voting rights in the

financial market participant; indication on whether the acquirer intends to increase, reduce or maintain the level of its holding of the authorised capital and/or voting rights in the

financial market participant intended to be held after the proposed acquisition; information on the acquirer’s financial position to support with funds the financial market participant to increase its equity capital if needed for the development of the activities of the financial market participant or in case of financial difficulties.
2. Where the proposed acquisition would not result in holding a proportion of the authorised capital and/or voting rights in the

financial market participant that entitles to effectively control the financial market participant’s business, but the proportion intended to be held would result in the holding of 20% and up to 50% of the authorised capital and/or voting rights in the

financial market participant, in addition to the information referred to in paragraph 1 the following data shall be provided:
details on the influence that the acquirer intends to exercise on the financial position (including dividend policy), strategic development and allocation of resources of the financial market participant; details on medium-term (3 years) financial goals (return on equity, cost-to-benefit ratio, earnings per share, etc.); details on the possible redirection of the activities of the financial market participant, provided services, targeted customers and possible reallocation of resources of the financial market participant; details on ways of integrating the financial market participant in the group structure of the acquirer, and benefits to be sought together with other undertakings of the group, as well as a description of policies governing intra-group relations.
3. Where the proposed acquisition would result in the holding of 50% or more of the authorised capital and/or voting rights in the

financial market participant, or in becoming a subsidiary of the acquirer, the following shall be provided:
3.1. a business plan containing:
details on medium-term (3 years) financial goals (return on equity, cost-to-benefit ratio, earnings per share, etc.); information on possible redirection of the activities of the financial market participant, provided services, targeted customers and possible reallocation of resources of the financial market participant, development of business, strategic directions; information on ways of integrating the financial market participant in the group structure of the acquirer, and benefits to be sought together with other undertakings of the group, as well as a description of policies governing intra-group relations; detains on the impact of actions intended to be carried out by the acquirer after the proposed acquisition on the financial market participant in the following areas: development of the offered and new products and services, directions of the medium-term (3 years) strategy: compliance with solvency ratio, building of equity capital base, improving operating efficiency (profitability) and its justification, investments, reorganisation, transformation, etc.; a description of the financial market participant’s operational risk management strategy and its changes: significant types of risks, key principles to be followed in managing the significant types of risks, organisational structure of risk management and risk management control processes, planned changes in risk structure (planned risks); strategic directions (conclusions, comments) provided in forecasting activities of each coming period of 3 years of the financial market participant and consolidated financial group: main items of the balance sheet and profit (loss) account, operating efficiency analysis indicators (profitability of capital and assets, other significant indicators), fulfilment of prudential requirements of the financial market participant, provisional intra-group transactions, development of the network of branches and representative offices of the financial market participant, improvement of security of information systems and data, improvement of the financial market participant’s management and organisational structure and staff turnover.
3.2. Data about persons intended to be elected (appointed) the managers of the financial market participant
[4]

Part VII. Documents to be enclosed

1. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   The Bank of Lithuania shall be provided with original written or electronic documents or their notarised copies (transcripts, extracts). The Bank of Lithuania may also be provided with:
   documents bearing the authentication mark of the legal person of the Republic of Lithuania who has drawn up or received the document executed in accordance with the procedure laid down by the Document Preparation Regulations approved by Order No V-117 of the Chief Archivist of Lithuania of 4 July 2011; transcripts of the original documents certified by the lawyer representing the applicant executed in accordance with the procedure established by legal acts regulating the activities of lawyers. digital copies of written documents certified electronically by the entities specified in this item.
2. (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018)
   Documents furnished to the supervisory authority shall be drawn up in Lithuanian or English. Documents drawn up in other languages must be translated into Lithuanian or English, and their translations confirmed by the translator’s signature and the seal of the translation agency must be attached to such documents and filed together with them (when submitting a digital copy of the translation, its authenticity must be confirmed in accordance with the procedures established in paragraph 1 of Part VII of this Questionnaire). On the request of the Bank of Lithuania, the Lithuanian translations of English documents confirmed by the translator’s signature and the seal of the translation agency must be submitted.
3. Documents drawn up and/or issued in foreign states that are submitted to the Bank of Lithuania must be legalised or certified with Apostille, except in cases provided for by laws or international treaties. When filing the application for authorisation the Bank of Lithuania may be provided with copies of documents drawn up and/or issued in foreign countries, while documents that are legalised or certified with Apostille shall be furnished to the Bank of Lithuania before taking a decision on the granting of authorisation.
4. Please specify the enclosed documents and the number of their pages. If you do not submit one of the documents, please state the reasons.
   No.
   Document title
   Number of pages
   Reason for non-submission (completed when a document is not submitted)
   Part VIII. Acknowledgements and consents
   (As amended by Resolution No 03-218 of the Board of the Bank of Lithuania of 20 November 2018) I, the undersigned, hereby:
   Confirm that this Questionnaire and annexes attached thereto contain all required information and the data provided are complete, correct and not misleading. I am ready to provide all other requested documents, information and explanations required by the supervisory authority for performing the assessment of the proposed acquisition. Undertake to inform the Bank of Lithuania, without undue delay, but no later than within fifteen working days, of any changes in the information provided in this template and submit, as soon as possible, the supporting documents as long as I hold a proportion of the authorised capital and/or voting rights in the financial market participant or effectively control the business of the legal person who holds a proportion of the authorised capital and/or voting rights in the financial market participant, with the exception of cases when the changed information has no impact on the results of the evaluation regarding the persons’ compliance with the requirements set out in legal acts. (As amended by Resolution No 03-135 of the Board of the Bank of Lithuania of 23 July 2019) Understand that the supervisory authority acting in accordance with the procedure laid down by legal acts of the European Union and of the Republic of Lithuania may check the data and information contained in this template, as well as other data and information submitted by me, and further agree that the supervisory authority shall collect all necessary information about me or related to my person, including sensitive personal data. I also understand that for the purpose of verifying the data and information submitted by me the supervisory authority may involve respective authorities of the Republic of Lithuania and other countries to which the data and information submitted by me to the supervisory authority may be disclosed in accordance with the procedure set forth by legal acts. Date of completion Name and surname, signature Pursuant to Article 2.124 of the Civil Code, persons listed in Article 2.125 of the Civil Code (e.g. one or more shareholders who hold or manage shares the par value of which accounts for no less than 1/10 of the authorised capital) shall enjoy the right to request the court to appoint experts who have to investigate whether a legal person or legal person’s managing bodies or their members acted in a proper way, and, in the event that improper actions are established, to apply measures specified in Article 2.131 of this Code (e.g. revoke the decisions taken by the legal person’s managing bodies). ↑ This information shall be provided by completing Part I of this template. ↑ Where the acquirer is a newly established entity, the forecast balance sheets and the forecast profit (loss) accounts for the first three business years, including planning assumptions used, shall be provided. ↑ This information shall be provided by completing the questionnaire of the members of the management body and key function holder of the financial
   market participant supervised by the Bank of Lithuania (Annex to Resolution No 03-181 of the Board of the Bank of Lithuania of 14 November 2013 on the approval of the guidelines for the assessment of members of the management body and key function holders of financial market participants supervised by the Bank of Lithuania). ↑