Rulebook on the Liquidation and Extension of the Duration of an AIF (Official Gazette Nos. 26/19 and 137/21 – Unofficial Consolidated Text)

Croatian Financial Services Agency, 10000 Zagreb, Franje Račkoga 6, P.O. Box 164, Croatia t: 01 6173 200, f: 01 4811 507, e: info@hanfa.hr, OIB (Tax ID): 49376181407, MB (Registration No.): 02016419, w: www.hanfa.hr RULEBOOK ON THE LIQUIDATION AND EXTENSION OF THE DURATION OF AN AIF (Official Gazette, Nos. 26/19 and 137/21 – Unofficial Consolidated Text)

I. GENERAL PROVISIONS Article 1. This Rulebook regulates the costs and deadlines for AIF liquidation, investor reporting to Hanfa during liquidation, the method, procedure and conditions for appointing a liquidator, as well as the conditions and method for extending the duration of an AIF established for a fixed term.

II. REPORTING DURING LIQUIDATION OF A CLOSED AIF WITH LEGAL PERSONHOOD Article 2. (1) The liquidator of a closed AIF with legal personhood shall, in accordance with Article 222(4) of the Act, notify Hanfa on the next working day following the adoption of the liquidation decision, or from the date of appointment as liquidator, and within 30 days from the adoption of the liquidation decision submit to Hanfa both the liquidation procedure plan and a report on the AIF's assets and liabilities as of the day preceding the liquidation decision. (2) The liquidator shall, within 60 days from the date of adoption of the liquidation decision for a closed AIF with legal personhood, prepare and submit to Hanfa audited annual reports pursuant to Article 171 of the Act, as of the day preceding the liquidation decision. (3) The liquidator shall submit to Hanfa monthly, in writing by post or on another appropriate durable medium no later than the 5th working day of the month for the preceding month, a report on the progress of the liquidation procedure and activities undertaken in connection with the implementation of the liquidation plan. (4) The liquidator shall, within 15 days from the date of settlement of all liabilities of a closed AIF with legal personhood and payment or transfer of the remaining AIF assets to unitholders or shareholders, prepare and submit to them and Hanfa final liquidation reports and a report on the conducted liquidation of a closed AIF with legal personhood.

III. LIQUIDATION OF AN AIF WITHOUT LEGAL PERSONHOOD Reasons for liquidation, suspension of liquidation and continuation of business Article 3. (1) In accordance with Article 222(1) of the Act, liquidation of an AIF without legal personhood is conducted in cases provided by law (e.g., Article 80, Article 82(2), Article 203(4), Article 255(2) point 7 of the Act) as well as by AIF rules and/or prospectus and regulations adopted under the Act. (2) Liquidation of an AIF without legal personhood is also conducted if the AIF Manager (UAIF) can no longer perform management functions for that AIF, provided it is not a voluntary cessation of business activities within the meaning of Articles 81 and 82 of the Act, nor are the conditions for compulsory transfer of management functions under Article 79 of the Act met. (3) Immediately after the occurrence of reasons for starting liquidation, the liquidator adopts a written decision on the liquidation of an AIF without legal personhood and notifies Hanfa and the depositary no later than the next working day. The notification to Hanfa is accompanied by the publication text and notice of commencement of liquidation pursuant to Article 224(2) of the Act. (4) When an AIF without legal personhood has no assets and investors for a period exceeding 30 days, the UAIF shall without delay adopt the liquidation decision from paragraph 3 of this Article, by which the liquidation procedure is simultaneously initiated and concluded. (5) Under conditions provided by the rules and if in the interest of investors, the liquidator of a private offer AIF may before the end of the liquidation procedure adopt a written decision to suspend the liquidation procedure and continue operations of an open AIF with private offer. The liquidator shall submit this decision to Hanfa and the depositary no later than the next working day, explaining the reasons for its adoption and the effects such a decision will have on investors. The liquidator shall also attach to Hanfa and the depositary, along with the decision to suspend liquidation and continue operations of a private offer AIF, a report on assets and liabilities as of the date of its adoption. (6) The liquidator shall, within 3 working days from the adoption of the decision in paragraph 5 of this Article, deliver to each investor a notice on the suspension of liquidation and continuation of operations of an AIF with private offer, in the manner provided by Article 6(2) of this Rulebook.

Liquidator Article 4. (OG 137/21) (1) Liquidation of an AIF without legal personhood is conducted by persons listed in Article 223(1) of the Act, with the depositary conducting liquidation also in the case under Article 3(2) of this Rulebook. Immediately upon adoption of the liquidation decision, or appointment of a specific person as liquidator, the AIF's UAIF and/or depositary shall without delay make available to the liquidator the business books and documentation of the AIF. (2) In the case under Article 223(1)(3) of the Act, Hanfa may appoint a natural or legal person as liquidator for an AIF without legal personhood who meets the conditions of paragraph 3 or 4 of this Article, guided by investor interests, AIF interests and protection of capital market integrity. For this purpose, Hanfa may publish a public call lasting at least 5 (five) days. If no person meeting the conditions of Articles 3 or 4 of this Rulebook responds to the public call, Hanfa may also appoint a person who did not respond as liquidator, guided by investor interests, AIF interests and protection of capital market integrity. (3) A natural person may be appointed liquidator of an AIF without legal personhood if they meet the conditions for performing the function of a management board member of a large UAIF under Article 42 of the Act, except for conditions specified in paragraph 1(9) and paragraphs 2 and 4 of the same article, which they must prove to Hanfa. The liquidator does not need to have passed the investment advisor exam under Article 42(2) of the Act. A person employed by Hanfa cannot be appointed liquidator. (4) A legal person may be appointed liquidator of an AIF without legal personhood if its manager in the liquidation procedure of an open AIF meets the conditions prescribed by Article 42 of the Act for performing the function of a management board member of a large UAIF, except for conditions specified in paragraph 1(9) and paragraphs 2 and 4 of the same article, without needing to have passed the investment advisor exam under Article 42(2) of the Act, which it must prove to Hanfa. (5) After adoption of the liquidation decision, the liquidator of an AIF without legal personhood shall indicate in the name of the AIF without legal personhood the notation "in liquidation".

Liquidation of an open AIF with public offer Article 5. (OG 137/21) The procedure for liquidation of an open AIF with public offer, reporting to Hanfa on the progress of liquidation, deadlines for conducting liquidation, realization of assets and payment to investors, liquidation costs, submission of the liquidator's remuneration to Hanfa for approval, and extension of duration of an AIF established for a fixed term shall apply mutatis mutandis the provisions of the Rulebook on liquidation and termination of a UCITS fund, unless expressly otherwise provided in this Rulebook.

Delivery and content of notice to unitholders on commencement of liquidation Article 6. (1) The liquidator shall, in the case of liquidation of an AIF without legal personhood (either with public or private offer), within 3 working days from adoption of the liquidation decision, deliver to each investor a notice on commencement of liquidation pursuant to Article 224(2) of the Act. (2) The notice in paragraph 1 of this Article must contain:

1. the company name and registered office of the liquidator, or the first and last name and domicile of the liquidator,
2. the name of the AIF,
3. the date of adoption of the liquidation decision,
4. the reason for conducting liquidation,
5. a brief explanation of the liquidation procedure, including the expected duration and impact of liquidation on shares/units or investors in the AIF,
6. a warning regarding legal consequences of liquidation under Article 225(1) and (2) and Article 226 of the Act, and
7. where, when and in what manner additional information on AIF liquidation can be obtained. (3) Notices in paragraph 1 of this Article are delivered to investors in writing by post or on another appropriate durable medium, in accordance with Article 96 of the Act, except in the case of liquidation under Article 3(4) of this Rulebook, when the notice is deemed delivered by publication on the liquidator's website, or Hanfa's website if the liquidator has no website.

Reporting to Hanfa on progress of liquidation of an AIF with private offer Article 7. (1) The liquidator of an AIF shall, within 30 days from the date of adoption of the liquidation decision or appointment as liquidator, prepare and submit to Hanfa and the depositary a plan for the liquidation procedure and a report on assets and liabilities of an AIF with private offer as of the day preceding the liquidation decision. (2) The liquidator shall, within 60 days from the date of adoption of the AIF liquidation decision, prepare and submit to Hanfa audited annual reports pursuant to Article 171 of the Act as of the day preceding the liquidation decision. (3) The liquidator shall submit monthly, no later than the 5th working day of the month for the preceding month, a report on progress of the liquidation procedure and actions taken in implementing the liquidation plan. (4) The report in paragraph 3 of this Article is delivered by the liquidator to Hanfa in writing by post or on another appropriate durable medium, except when the AIF liquidator is a person listed in Article 223(1)(1) and (2) of the Act (UAIF or depositary), in which case delivery to Hanfa is carried out in accordance with Article 12 of this Rulebook. (5) The liquidator shall, within 15 days from the date of settlement of all AIF liabilities and payment of remaining assets to investors, prepare and submit to Hanfa final liquidation reports and a report on the conducted liquidation of an open AIF. (6) Exceptionally from the preceding paragraphs of this Article, in the case of liquidation under Article 3(4) of this Rulebook, the liquidator shall, within 30 days from adoption of the liquidation decision, prepare and submit to Hanfa and the depositary only a report on assets and liabilities of an AIF as of the day preceding the liquidation decision. This exception also applies to liquidation of open AIFs with public offer. (7) Upon completion of the liquidation procedure, the liquidator shall retain all business books of an open AIF in accordance with accounting regulations.

Deadline for conducting liquidation of an AIF with private offer Article 8. (1) Liquidation of an AIF with private offer shall in principle be conducted within six months from the date of adoption of the liquidation decision, which the liquidator shall state in the liquidation procedure plan. (2) The deadline in paragraph 1 of this Article may be extended by up to an additional 6 months if the liquidator considers that extending the deadline is in the interest of AIF investors, or due to objective and provable reasons the deadline cannot be met. The liquidator shall record the extension and justification for the extension in amendments to the liquidation procedure plan submitted to Hanfa before expiration of the deadline in paragraph 1. (3) If even the extension of deadline under paragraph 2 is insufficient to protect AIF investor interests, or due to objective and provable reasons the deadline cannot be met, the liquidator may extend it, along with amending the liquidation procedure plan as prescribed in paragraph 2, and so on until necessary to protect investor interests or while objective reasons for extension persist.

Realization of assets and payment to unitholders of an AIF with private offer Article 9. (1) In the liquidation procedure of an AIF with private offer, the liquidator realizes AIF assets through sale. (2) Realization of AIF assets may begin only after the liquidator submits to Hanfa the liquidation procedure plan and report on AIF assets and liabilities under Article 6(1) of this Rulebook. (3) Exceptionally from paragraph 1, the liquidator may realize parts of AIF assets such as deposits, financial derivatives, short-term and long-term debt securities in an appropriate manner that does not involve sale (e.g., maturity), primarily guided by investor interests and the deadline for conducting AIF liquidation. (4) The liquidator may conclude only transactions on behalf of the AIF that are necessary for protecting AIF assets, realizing them and settling AIF liabilities. The liquidator may also perform representation functions of the AIF arising from rights of specific asset types comprising the AIF, but solely for protecting AIF assets or investor interests. (5) After settling AIF liabilities in accordance with Article 226(1) of the Act, the liquidator shall prepare a proposal for distribution of remaining net asset value to investors proportionally to their share in the AIF. (6) If only part of AIF assets is realized and AIF liabilities are settled per Article 226(1) of the Act, the liquidator may prepare a proposal to distribute only the realized portion of AIF assets to investors proportionally to their share, if in unitholders' interest. (7) If due to delays in realizing AIF assets, payments to investors are made multiple times according to their shares in the AIF, upon each payment to unitholders the liquidator shall inform them about assets awaiting realization, reasons for inability to realize such assets and, if possible, the expected timeframe for asset realization. (8) The notice in paragraph 7 of this Article shall be sent to investors in writing by post or on another appropriate durable medium. (9) If liquidation cannot be conducted, or AIF assets realized and proportional remaining net asset value paid to investors even within the extended deadline under Article 8(2), the liquidator may transfer remaining AIF assets to investors proportionally to their share in the AIF, unless some unitholders object. AIF rules may prescribe an alternative method of division or transfer for this case, provided all investors agree. (10) Upon each payment of a portion of remaining net asset value, investors must have access to a report showing the status of AIF assets and liabilities during liquidation.