Regulation on the Content of Applications and Documentation Submitted with Applications for Approval of Status Changes of Insurance or Reinsurance Companies - Unofficial Consolidated Text (NN, No. 7/16, 91/16)

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Unofficial Consolidated Text (Official Gazette No. 7/16, 91/16) PRAVILNIK O SADRŽAJU ZAHTJEVA I DOKUMENTACIJI KOJA SE DOSTAVLJA UZ ZAHTJEV ZA IZDAVANJE ODOBRENJA ZA PROVOĐENJE STATUSNIH PROMJENA DRUŠTVA ZA OSIGURANJE ODNOSNO DRUŠTVA ZA REOSIGURANJE

Introduction Article 1. (1) An insurance company must obtain prior approval from the Croatian Financial Services Agency (hereinafter: the Agency) for status changes: merger, consolidation, and split-up. (2) This Regulation specifies the content of applications and documentation submitted with applications for approval of status changes, namely:

1. the content of the application and the documentation and data submitted to the Agency with an application for approval by a company seeking to merge another company or other legal entity with its registered office in the Republic of Croatia or abroad (hereinafter: acquiring company) and the content of the application and documentation/data for approval by a company intended to be merged into another company (hereinafter: target company);
2. the content of the application and documentation/data submitted to the Agency with an application for approval by companies intending to consolidate;
3. the content of the application and documentation/data submitted to the Agency with an application for approval for carrying out a split-up by a company intending to transfer all its assets to two or more new companies or existing companies;
4. the content of the application and documentation/data submitted to the Agency with an application for approval for carrying out a spin-off by a company intending to transfer one or more parts of its assets to one or more new companies or existing companies. (3) The acquiring company must hold an insurance business license corresponding to the license of the target insurance company to ensure the fulfillment of obligations of the merged insurance company. (4) The provisions of this Regulation relating to insurance companies apply mutatis mutandis to reinsurance companies.

Application for Approval of Merger Article 2. (1) An application for approval of merger submitted by the acquiring company to the Agency for merging another company with its registered office in the Republic of Croatia must contain: – the subject matter of the application, indicating the company name, registered office, and OIB (Croatian Financial Identification Number) of the applicant and the insurance company being merged; – reasoned grounds for the merger and objectives intended to be achieved by the merger.

(2) With the application referred to in paragraph 1 of this Article, the acquiring company must submit:

1. whether it is a related party to the target company within the meaning of Article 3, point 26 of the Act, and if so, with a description of the manner of affiliation;
2. draft merger agreement prepared in accordance with the Companies Act;
3. management report on the merger, unless preparation of such report is not required under the Companies Act;
4. auditor's report on the completed merger audit, unless preparation of such report is not required under the Companies Act;
5. supervisory board report on the intended merger, unless preparation of such report is not required under the Companies Act;
6. minutes from the General Meeting of the Company at which the Decision on Merger or Decision approving the merger agreement was adopted, unless holding a General Meeting is not required under the Companies Act;
7. statement of the company regarding the obligation to publish a prospectus under the Capital Market Act, or a statement on exemption from said obligation with reasoning for meeting the conditions for such exemption, along with an indication of documentation where information available corresponds to information contained in the prospectus, which must be signed by authorized persons for representation in accordance with laws governing company representation before the Agency;
8. if the company intends to outsource business or functions to a service provider under Article 104 of the Act, documentation and data prescribed by the Agency's Regulation on requirements for companies intending to outsource business or functions;
9. statement of the target insurance company consenting to the submitted application or draft merger agreement under point 2 of this paragraph;
10. decision by the competition authority not opposing the merger, or a statement of the company on the existence of an exception for business concentration under the Competition Protection Act;
11. proof of paid fees and administrative charges prescribed by the Regulation on types and amounts of Agency fees, payable with the submitted application;
12. upon request by the Agency, as needed, other data and documentation proving fulfillment of conditions for granting merger approval prescribed by law, including data prescribed by the law governing prevention of money laundering and financing of terrorism, collected by obligated entities.

(3) An application for approval of merger submitted by the acquiring company to the Agency in case of merging an insurance company from another EU Member State or third country must contain at least: – the subject matter of the application, indicating the company name, registered office, and OIB of the applicant and the insurance company being merged; – reasoned grounds for the merger and objectives intended to be achieved by the merger.

(4) With the application referred to in paragraph 3 of this Article, the acquiring company must submit:

1. documentation prescribed in paragraph 2 of this Article, except the draft merger agreement under Article 2, paragraph 2, point 2 of this Regulation;
2. draft joint merger plan prepared in accordance with the Companies Act;
3. certified extract from the court register of the target company, and if it does not contain data on company members, also an extract from the share register with stated member data;
4. other data upon request by the Agency.

(5) An application for approval of merger submitted by the acquiring company to the Agency in case of merging another legal entity from the Republic of Croatia must contain: – the subject matter of the application, indicating the company name, registered office, and OIB of the applicant and the company being merged; – reasoned grounds for the merger and objectives intended to be achieved by the merger.

(6) With the application referred to in paragraph 5 of this Article, the acquiring company must submit:

1. documentation prescribed in paragraph 2 of this Article;
2. financial statements of the legal entity being merged for the two years preceding the application date, or if established within the past two years, financial statements for each year since establishment; where such financial statements are subject to audit obligation, audited financial statements shall be submitted; if the entity is a member of the parent company or affiliated entity in the group, such documentation shall be submitted on a consolidated basis;
3. other data upon request by the Agency.

(7) An application for approval of merger submitted by the acquiring company to the Agency in case of merging another legal entity from outside the Republic of Croatia must contain: – the subject matter of the application, indicating the company name, registered office, and OIB of the applicant and the company being merged; – reasoned grounds for the merger and objectives intended to be achieved by the merger.

(8) With the application referred to in paragraph 7 of this Article, the acquiring company must submit:

1. documentation prescribed in paragraph 2 of this Article, except the draft merger agreement;
2. financial statements of the legal entity being merged for the two years preceding the application date, or if established within the past two years, financial statements for each year since establishment; where such financial statements are subject to audit obligation, audited financial statements shall be submitted; if the entity is a member of the parent company or affiliated entity in the group, such documentation shall be submitted on a consolidated basis, where applicable;
3. draft joint merger plan in accordance with the Companies Act;
4. certified extract from the court register of the target company, and if it does not contain data on company members, also an extract from the share register with stated member data;
5. other data upon request by the Agency.

Article 3. On applications for approval of merger submitted by the target company to the acquiring company with its registered office outside the Republic of Croatia, the provisions of Article 1, paragraph 3 and Article 2, paragraphs 1, 2, 3, and 4 of this Regulation apply mutatis mutandis.

Application for Approval of Consolidation of Insurance Companies Article 4. The content of applications and documentation/data submitted with applications for approval of consolidation of insurance companies applies mutatis mutandis the provisions of this Regulation on merger.

Application for Approval of Demerger (Split-up) with Establishment Article 5. (1) An application for approval of demerger with establishment, submitted by the splitting company to the Agency, simultaneously transferring all its assets to two or more new insurance companies established for carrying out the demerger with registered offices in the Republic of Croatia, must minimally contain the subject matter of the application, indicating the company name, registered office, and OIB of the applicant, signed by authorized persons for representation in accordance with laws before the Agency, explaining the reasons for division and objectives intended to be achieved by demerger. (2) With the application referred to in paragraph 1 of this Article, the company must submit:

1. draft division plan containing at least data prescribed by the Companies Act;
2. minutes from the General Meeting of the Company at which the decision on division was adopted, containing the division plan as an integral part;
3. management/executive directors' report on division, unless members waived such report;
4. auditor's report on division, unless members waived such report;
5. audit of establishment of new companies prescribed by the Companies Act;
6. supervisory/management board report on division, unless members waived such report;
7. all necessary consents of company members required under the Companies Act;
8. statement regarding obligation to publish a prospectus under the Capital Market Act, or exemption statement with reasoning for meeting conditions, along with indication of documentation where information corresponds to prospectus information, signed by authorized representatives in accordance with laws governing representation before the Agency;
9. proof of paid fees and administrative charges prescribed by the Regulation on types and amounts of Agency fees, payable with the submitted application;
10. upon request by the Agency, as needed, other data and documentation proving fulfillment of conditions prescribed by law for granting approval for demerger with establishment, including data prescribed by the law governing prevention of money laundering and financing of terrorism, collected by obligated entities. (3) An application for approval of demerger with establishment, submitted by the splitting company simultaneously transferring all its assets to two or more new insurance companies established for carrying out demerger with registered offices outside the Republic of Croatia, must minimally contain the subject matter of the application, indicating company name, registered office, and OIB of the applicant, signed by authorized persons for representation in accordance with laws before the Agency, explaining reasons for demerger and objectives intended to be achieved. (4) With the application referred to in paragraph 1 of this Article, the company must submit:
11. documentation prescribed in paragraphs 1 to 9 of this Article;
12. upon request by the Agency, as needed, other data and documentation proving fulfillment of conditions prescribed by law for granting approval for demerger with establishment, including data prescribed by the law governing prevention of money laundering and financing of terrorism, collected by obligated entities.

Application for Approval of Spin-off with Establishment Article 6. (1) An application for approval of spin-off with establishment, submitted by the company transferring one or more parts of its assets to one or more new insurance companies established for carrying out spin-off with registered offices in the Republic of Croatia, must minimally contain the subject matter of the application, indicating company name, registered office, and OIB of the applicant, signed by authorized persons for representation in accordance with laws before the Agency, explaining reasons for spin-off and objectives intended to be achieved. (2) The application referred to in paragraph 1 of this Article applies mutatis mutandis the provisions of Article 5, paragraphs 1, 2, and 3 of this Regulation. (3) An application for approval of spin-off with establishment submitted by the company transferring one or more parts of its assets to one or more insurance companies with registered offices outside the Republic of Croatia must minimally contain the subject matter of the application, indicating company name, registered office, and OIB of the applicant, signed by authorized persons for representation in accordance with laws before the Agency, explaining reasons for division and objectives intended to be achieved. (4) The application referred to in paragraph 3 of this Article applies mutatis mutandis the provisions of Article 5, paragraphs 4 and 5 of this Regulation.

Application for Approval of Demerger and Spin-off with Absorption Article 7. The content of applications for approval of demerger and spin-off with absorption, and documentation/data submitted with such application applies mutatis mutandis the provisions of this Regulation on demerger and spin-off with establishment, whereby the division plan is replaced by a division and absorption agreement executed in notarial form by the management/executive directors of the splitting company and the acquiring company, with the new company replaced by the acquiring company.

Article 8. The Agency shall exchange information with other competent supervisory authorities before making decisions on submitted applications under this Regulation, where applicable.

Article 9. Documentation submitted pursuant to provisions of this Regulation must not be older than 3 months, and foreign documents shall be translated into Croatian by an authorized court interpreter. Submitted documentation is not returned.

Article 10. (1) The company must submit documentation prescribed by this Regulation to the Agency in accordance with the Technical Instruction for using the WEB form entry service and submission of documentation electronically, and the Guide for filling out WEB forms for insurance or reinsurance companies and the Croatian Insurance Bureau. (2) The company is deemed to have submitted documentation prescribed by this Regulation at the moment it is recorded on the server for sending such documentation. (3) In justified cases of technical inability to submit or improperly executed submission (e.g., system failure, inability to read received documentation, etc.) in the manner prescribed by paragraph 1 of this Article, the company must submit documentation in written form, directly or by post for timely reporting. The company must submit documentation in the manner prescribed by paragraph 1 of this Article as soon as reasons for inability cease, and no later than within 8 days from cessation of circumstances causing such technical inability. (4) In addition to documentation prescribed by this Regulation, the company must submit upon request of the Agency other documentation or data for supervision purposes or for performing other functions within the Agency's competence and scope regarding company operations, in the manner prescribed by provisions of this Article and within the period specified in the request. (5) The Agency may, if necessary, request the company to submit certain documentation prescribed by this Regulation in original or certified copy, regardless of electronic submission.

Entry into Force of the Regulation Article 11. (1) With entry into force of this Regulation, the Regulation on the Content of Applications and Documentation Submitted with Applications for Approval of Status Changes of Insurance or Reinsurance Companies (Official Gazette No. 1/15) ceases to be valid. (2) This Regulation enters into force on the eighth day from the date of publication in the Official Gazette.

PRAVILNIK O IZMJENI I DOPUNI PRAVILNIKA O SADRŽAJU ZAHTJEVA I DOKUMENTACIJI KOJA SE DOSTAVLJA UZ ZAHTJEV ZA IZDAVANJE ODOBRENJA ZA PROVOĐENJE STATUSNIH PROMJENA DRUŠTVA ZA OSIGURANJE ODNOSNO DRUŠTVA ZA REOSIGURANJE (Official Gazette No. 91/16)

Article 3. This Regulation shall be published in the Official Gazette and enters into force on November 2, 2016.