Decision on the Obligation to Report Transactions in Debt Financial Instruments Executed Outside Regulated Markets or MTFs

1 The Croatian Financial Services Supervisory Agency (HANFA), pursuant to Article 13 and Article 15(1) of the Act on the Croatian Financial Services Supervisory Agency (Official Gazette Nos. 140/05 and 12/12), at a meeting of the Management Board held on July 26, 2018, adopted the DECISION on the obligation to report transactions in debt financial instruments executed outside regulated markets or MTFs

Article 1. (1) For the purposes of this Decision, certain terms shall have the following meanings:

1. Act means the Capital Market Act (Official Gazette No. 65/2018),
2. HANFA means the Croatian Financial Services Supervisory Agency,
3. regulated market means a multilateral system operated and/or managed by a market operator within the meaning of Article 3(1)(144) of the Act, which operates in the Republic of Croatia,
4. stock exchange means Zagreb Stock Exchange d.d. and/or another market operator of a regulated market within the meaning of Article 284 of the Act,
5. MTF means multilateral trading facility within the meaning of Article 3(1)(73) of the Act,
6. OTC transaction means a transaction in a debt financial instrument that is listed on a regulated market, but which is executed outside the regulated market or MTF,
7. debt financial instruments means bonds and commercial papers,
8. APA means an approved publication arrangement within the meaning of Article 3(1)(87) of the Act,
9. CTP means a consolidated tape provider within the meaning of Article 3(1)(98) of the Act. (2) Other terms used in this Decision shall have the same meaning as those defined in the Act.

Article 2. (1) A transaction in a debt financial instrument listed on a regulated market, which is executed outside the regulated market or MTF, shall be reported to the stock exchange, unless it has already been reported to Zagreb Stock Exchange d.d. as an APA, in which case the reporting obligation shall be deemed fulfilled. (2) The following persons acting as sellers in the relevant transaction are obliged to report the transaction referred to in paragraph (1) of this Article to the stock exchange:

1. investment firm,
2. credit institution,
3. other financial institution with a license issued by the competent authority in accordance with statutory regulations governing their operations,
4. insurance company,
5. investment fund and its management company,
6. pension fund management company and pension funds,
7. pension insurance company,
8. commodity trader and commodity derivatives dealer,
9. local legal entity,
10. other institutional investors whose main activity is not covered by points 1 to 9 of this paragraph, and which are subject to licensing or supervision for operating in the financial market,
11. legal entity that, with respect to the previous financial year, meets at least two of the following conditions: a. total assets amount to at least 150,000,000.00 Croatian kunas (HRK), b. net revenue amounts to at least 300,000,000.00 Croatian kunas (HRK), c. equity amounts to at least 15,000,000.00 Croatian kunas (HRK),
12. other institutional investors whose main activity is investing in financial instruments, and which are not subject to licensing or supervision for operating in the financial market by the competent authority, including entities established for asset securitization purposes. (3) If the seller in the transaction referred to in paragraph (1) of this Article is not a person listed in paragraph (2) of this Article, or does not have its registered office in the Republic of Croatia, the transaction referred to in paragraph (1) of this Article shall be reported by a person listed in paragraph (2) of this Article who is the buyer in the relevant transaction and has its registered office in the Republic of Croatia. (4) The transaction referred to in paragraph (1) of this Article shall be reported to the stock exchange by the end of the trading day on which it was executed, or by the beginning of the next trading day if it was executed after the close of the trading day. (5) The stock exchange is obliged to publish data on the transactions referred to in paragraph (1) of this Article without delay on its website. (6) The obligation under paragraph (1) of this Article does not apply to borrowing transactions based on financial instruments (for example, repurchase and reverse repurchase agreements, buy-sell back and sell-buy back transactions, Lombard loans, etc.).

Article 3. Persons referred to in Article 2 of this Decision who report transactions executed outside the regulated market or MTF are responsible for the accuracy of the data on the reported transaction.

Article 4. (1) For bonds listed on a regulated market, persons referred to in Article 2 of this Decision shall report all executed OTC transactions, regardless of the transaction value. (2) For commercial papers listed on a regulated market, persons referred to in Article 2 of this Decision shall report all executed OTC transactions, regardless of the transaction value.

Article 5. The stock exchange is obliged to submit a daily report on reported OTC transactions to HANFA.

Article 6. (1) This Decision shall be published on HANFA's website. (2) This Decision enters into force on the date of its adoption and ceases to apply upon the commencement of services by a CTP that has obtained a license to operate within the European Union, on which data for debt financial instruments listed on regulated markets in the Republic of Croatia will be available, as notified by HANFA to supervised entities.

CLASS: 011-02/18-01/04 REFERENCE NUMBER: 326-01-770-18-01 Zagreb, July 26, 2018. CHAIRMAN OF THE MANAGEMENT BOARD Dr. sc. Ante Žigman