market in financial instruments act official consolidated text (ztfi-upb3)

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Legal notice

All effort has been made to ensure the accuracy of this translation, which is based on the originalSlovenian text. All translations of this kind may, nevertheless, be subject to a certain degree oflinguistic discord. In case of any uncertainties regarding the English translation the questions may be addressed to:

Ministry of FinanceFinancial System DepartmentŽupančičeva 31502 LjubljanaSlovenia

Phone: +386 1 369 66 92Fax: +386 1 369 66 99E-mail: [email protected]

The original text of this act is written in the Slovenian language; in case of any doubt ormisunderstanding, the Slovenian text shall therefore prevail. Original text can be found in Official Journal of Republic of Slovenia, no: 108/10, or on web pagehttp://www.uradni-list.si/1/objava.jsp?urlid=2010108&stevilka=5696

5696. Financial Instruments Market Act (Official Consolidated Text) (ZTFI –UPB3), page 16721.

Pursuant to the second paragraph of Article 153 of the Rules of Procedure of the National Assembly of the Republic of Slovenia and National Assembly decision of 26 October 2010, the National Assembly at its session held on 20 December 2010 confirmed the official consolidated text of the Financial Instruments Market Act, comprising:

- the Financial Instruments Market Act - ZTFI (Uradni list RS [Official Gazette of the Republic of Slovenia], No. 67/07 of 27. July 2007),

- correction of the Financial Instruments Market Act –ZTFI (Uradni list RS [Official Gazette of the Republic of Slovenia], No. 100/07 of 2. November 2007),

- the Act amending the Financial Instruments Market Act – ZTFI-A (Uradni list RS [Official Gazette of the Republic of Slovenia], No. 69/08 of 8. July 2008),

- the Act amending the Financial Instruments Market Act – ZTFI-B (Uradni list RS [Official Gazette of the Republic of Slovenia], No. 40/09 of 29. May 2009) and

- the Act amending the Financial Instruments Market Act – ZTFI-C (Uradni list RS [Official Gazette of the Republic of Slovenia], No. 88/10 of 5. November 2010).

No. 450-12/10-20/220 December 2010EPA 1423-V

National Assembly of the Republic of SloveniaDr. Pavel Gantar, s.President of National Assembly RS

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MARKET IN FINANCIAL INSTRUMENTS ACT

OFFICIAL CONSOLIDATED TEXT (ZTFI-UPB3)

Chapter 1: GENERAL PROVISIONS

1.1 Contents of the Act

Article 1

(Contents of the Act)

This Act regulates:

1. the conditions for the offering of securities to the public and the admission of securities to trading on a regulated market,

2. the obligations concerning the disclosure of information related to the securities admitted to trading on a regulated market,

3. the terms and conditions for founding, operation, supervision and winding-up of investment firms, market operators and settlement systems with the registered office in the Republic of Slovenia,

4. the terms and conditions under which the persons with the registered office outside the Republic of Slovenia may provide investment services in the Republic of Slovenia,

5. the rules of trading on a regulated markets, prohibited acts of market abuse and the rules for settling transactions concluded on a regulated markets,

6. the rules of operation of the Securities Market Agency in the performance of its competences and responsibilities hereunder and under any other acts.

Article 2

(Transposition and implementation of the EU regulations)

(1) This Act shall transfer the following Directives into the legislation of the Republic of Slovenia:

1. Council Directive 89/117/EEC of 13 February 1989 on the obligations of branches established in a Member State of credit institutions and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (OJ L 44, 16.2.1989, p. 40; hereinafter: Directive 89/117/EEC);

2. Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes (OJ L 84, 26.3.1997 p. 22, hereinafter: Directive 97/9/EC);

3. Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems (OJ L 166, 11.6.1998, p. 45) as amended by Directive 2009/44/EC of the European Parliament and of the Council of 6 May 2009 amending Directive 98/26/EC on settlement finality in payment and securities settlement systems and Directive 2002/47/EC on financial collateral arrangements as regards linked systems and credit claims (OJ L 146, 10.6.2009, p. 37); hereinafter: Directive 98/26/EC);

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4. Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities (OJ L 184, 6.7.2001, p.1; hereinafter: Directive 2001/34/EC);

5. Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (OJ L 96, 12.4.2003 p. 16; hereinafter: Directive 2003/6/EC);

6. Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and the amended Directive 2001/34/EC (OJ L 345, 31.12.2003 p. 64, hereinafter: Directive 2003/71/EC);

7. Commission Directive 2003/124/EC of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the definition and public disclosure of inside information and the definition of market manipulation (UL L 339, 24. 12. 2003, p. 70; hereinafter: Directive 2003/124/EC);

8. Commission Directive 2003/125/EC of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards the fair presentation of investment recommendations and the disclosure of conflicts of interest (UL L 339, 24.12.2003, p. 73; hereinafter: Directive 2003/125/EC);

9. Directive 2004/39/EC of the European Parliament and of the Council of April 21 2004 onmarkets in financial instruments amending Council Directives 85/611/EEC, 93/6/EEC andDirective 2000/12/EC of the European Parliament and of the Council and repealing CouncilDirective 93/22/EEC (OJ L 145 of 30.04.2004, p. 1), amended by Directive 2007/44/EC of theEuropean Parliament and of the Council of 5 September 2007 amending Council Directive92/49/EC and Directives 2002/83/EC, 2004/39/EC, 2005/68/EC and 2006/48/EC as regardsprocedural rules and evaluation criteria for the prudential assessment of acquisitions and increase of holdings in the financial sector (OJ L 274 of 21.09.2007, p. 1) – hereinafter referred to as “Directive 2004/39/EC;

10. Commission Directive 2004/72/EC of 29 April 2004 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards accepted market practices, the definition of inside information in relation to derivatives on commodities, the drawing up of lists of insiders, the notification of managers' transactions and the notification of suspicious transactions (OJ L 162, 30.4.2004 p. 70; hereinafter: Directive 2004/72/EC);

11. Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390/38, 30.12.2004 p. 38; hereinafter: Directive 2004/109/EC);

12. Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006 relating to the taking up and pursuit of the business of credit institutions (OJ L 177, 30.6.2006, p. 1) amended by Directive 2007/44/EC 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 L 247, 21.09.07, p. 1) amended by Directive 2009/111/EC of the European Parliament and of the Council of 16 September 2009 amending Directives 2006/48/EC, 2006/49/EC and 2007/64/EC as regards banks affiliated to central institutions, certain own fundsitems, large exposures, supervisory arrangements, and crisis management (OJ L 302, 17.11.2009, p. 97); hereinafter: Directive 2006/48/EC, to the extent applied to brokerage companies, and

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13. Directive 2006/49/EC of the European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit institutions (OJ L 177, 30.06.2006, p. 201) last amended by Directive 2009/111/EC of the European Parliament and of the Council of 16 September 2009 amending Directives 2006/48/EC, 2006/49/EC and 2007/64/EC as regards banks affiliated to central institutions, certain own funds items, large exposures, supervisory arrangements, and crisis management (OJ L 302, 17.11.2009, p. 97); hereinafter: Directive 2006/49/EC.

(2) This Act shall in greater detail regulate the implementation of the following European Community Regulations:

1. Commission Regulation (EC) 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments (UL L 336, 23.12.2003, p. 33; hereinafter: Regulation 2273/2003);

2. Commission Regulation (EC) 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (OJ L 149, 30.4.2004, p. 1) as amended by Commission Regulation 1787/2006 of 4 December 2006 (OJ L 337, 5.12.2006, p. 17); hereinafter: Regulation 809/2004).

1.2. Definitions of terms and abbreviations

1.2.1 General Provisions

Article 3

(Purpose of the definition of terms)

(1) The Subsection 1.2.1 of this Act defines the terms as they are used herein, unless it is specified in connection with each individual term that the purpose of its definition is narrower.

(2) The subsection 1.2.2 of this Act defines the terms as they are used in Section 1.3 and Chapters 4 to 12, and other provisions of this Act, referring to the provisions of the specified Chapters, unless it is specified in connection with each individual term that the purpose of its definition is narrower.

(3) The Subsection 1.2.3 of this Act defines the terms as they are used in Chapters 2, 3 and 9 to 11, and other provisions of this Act, referring to the provisions of the specified Chapters, unless it is specified in connection with each individual term that the purpose of its definition is narrower.

(4) The Section 2.1 of this Act defines the terms as they are used in Chapter 2 and the other provisions hereof, referring to the provisions of the specified Chapter.


(6) Chapter 5 of this Act defines the terms as they are used in Chapter 5 and other provisions of this Act, referring to the provisions of the specified Chapter, unless it is specified in connection with each individual term that the purpose of its definition is narrower.


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Article 4

(Abbreviations of other laws and EU regulations)

(1) The following abbreviations of other acts are used in this Act:

1. ZBan-1 is the Banking Act (Official Gazette of the Republic of Slovenia, no. 131/06);

2. ZFK is the Financial Conglomerates Act (Official Gazette of the Republic of Slovenia, no. 43/06);

3. ZGD-1 is the Companies Act (Official Gazette of the Republic of Slovenia, no. 42/06 and 60/06 – amend.);

4. ZISDU-1 is the Investment Funds and Management Companies Act (Official Gazette of the Republic of Slovenia, No. 26/05 – official consolidated text);

5. ZIN is the Inspection Act (Official Gazette of the Republic of Slovenia, No. 56/02);

6. ZNVP is the Book-entry Securities Act (Official Gazette of the Republic of Slovenia, No. 2/07 -official consolidated text);

7. ZPre-1 is the Takeovers Act (Official Gazette of the Republic of Slovenia, no. 79/06);

8. ZUP is the General Administrative Procedure Act (Official Gazette of the Republic of Slovenia, No. 24/06 - official consolidated text, 105/06 – ZUS-1);

9. ZUS-1 is the Administrative Disputes Act (Official Gazette of the Republic of Slovenia, no. 105/06).

(2) Besides the abbreviated titles, stated in Article 2 hereof, the following are also used for the EU regulations:

1. Directive 78/660/EEC is the Fourth Council Directive 78/660/EEC of 25 July 1978 based on Article 54 (3) (g) of the Treaty on the annual accounts of certain types of companies (OJ L 222, 14.8.1978, p. 11, with amendments);

2. Directive 83/349/EEC) is the Seventh Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts (OJ L 193, 18.7.1983, with amendments);

3. Directive 85/611/EEC is the Council Directive 85/611/EEC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (OJ L 375, 31.12.1985, p. 3, with amendments);

4. Directive 94/19/EC is the Directive 94/19/EC of the European Parliament and of the Council of 30 May 1994 on deposit-guarantee schemes (OJ L 135, 31.5.1994 p. 5);

5. Directive 2001/24/EC is the Directive 2001/24/EC of the European Parliament and of the Council of 4 April 2001 on the reorganisation and winding up of credit institutions (OJ L 125, 5.5.2001 p. 15); and

6. Regulation 1606/2002/EC is the Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards (OJ L No. 243, 11.9.2002; p. 1).

Article 5

(Definition of the contents of terms)

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(1) The terms used in this Act shall have the same meaning as the terms defined in the following provisions of the ZFK;

1. insurance company in Point 2 of Article 2,

2. reinsurance company in Point 3 of Article 2,

3. pension company in Point 4 of Article 2,

4. management company in Point 6 of Article 2,

5. group in Point 14 of Article 2, and

6. mixed-activity holding company in Article 7.

(2) The terms used in this Act shall have the same meaning as the terms defined in the following provisions of ZBan-1, unless otherwise specified for each individual case:

1. financial services in Article 6,

2. banking services in Article 7,

3. ancillary services in Article 9,

4. mutually recognized financial services in Article 10,

5. auxiliary financial services in Article 11,

6. other financial services in Article 12,

7. bank in the first and the fourth paragraphs of Article 13,

8. credit institution in the third paragraph of Article 13,

9. local company in the second paragraph of Article 14,

10. institution in the third paragraph of Article 14,

11. financial institution in the first paragraph of Article 15,

12. special financial institution in the second paragraph of Article 15,

13. financial company in the fifth paragraph of Article 15,

14. ancillary services company in Article 17,

15. Member State in the first paragraph of Article 18,

16. third country in the second paragraph of Article 18,

17. Member State or third country entity in the third paragraph of Article 18,

18. regulated financial company in the first paragraph of Article 19,

19. country of registered office of the financial company and host country in Article 20,

20. central bank in Article 21,

21. Commission in Article 22,

22. qualifying holding in Article 23,

23. participation in Article 24,

24. parent undertaking and subsidiary in Article 25,

25. control in Article 27,

26. close links in Article 28,

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27. jointly managed companies in Article 29,

28. group of related persons in the first paragraph of Article 30,

29. close relative in the second paragraph of Article 30,

30. banking group in Article 31, and

31. indirect holding in Article 32.

(3) For the purpose of defining the terms “financial holding”, “mixed-activity financial holding”, “parent financial holding of a Member State” and “EU parent financial holding”, the first and the second paragraphs of Article 16 and the second and the fourth paragraphs of Article 26 of ZBan-1 shall apply mutatis mutandis.

(4) The term “institution” shall be used instead of “credit institution” in the mutatis mutandisapplication of the provisions of the ZBan-1 from the third paragraph hereunder.

(5) The term insurance holding shall have the meaning defined in the act regulating insurance activity.

Article 6

(Management, management or supervisory body and registered office)

(1) The term management:

1. shall have the meaning defined in Article 10 of the ZGD-1 for the companies with the registered office in the Republic of Slovenia;

2. shall, in the case of other legal entities, mean the body of the legal entity competent and authorised to manage the entity’s operations pursuant to the act or the rules of such legal entity.

(2) Supervisory body of the legal entity shall be the body competent and authorised to supervise the management the entity’s operations pursuant to the act or the rules of such legal entity.

(3) Management or supervisory body of the legal entity shall be the body performing the tasks and competences of the management or the supervisory body of the legal entity.

(4) Unless specified otherwise for each individual case, a legal entity shall hereunder be deemed to have its registered office in a country, provided that it is entered in the public register of legal entities kept by such country (hereinafter: registered office).

(5) Place of business shall be the place in which the management of the legal entity or an undertaking not counting as legal entity performs its tasks and competences, if it is not the same as registered office.

1.2.2 Terms related to investment services and activities

Article 7

(Financial instruments)

(1) Financial instruments are defined hereunder for the purpose of defining investment services and activities.

(2) Financial instruments are:

1. transferable securities;

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2. money-market instruments,

3. units in collective investment undertakings,

4. options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields as the underlying instruments or other derivatives, financial indices or other financial measures which can be settled physically, with the transfer of the underlying instrument, or in cash,

5. options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities as the underlying instrument, which:

- either must be settled in cash or

- they may be settled in cash at the option of one of the parties (otherwise than by reason of a default of the opposite contracting party or other contract termination event),

6. options, futures, swaps, and any other derivative contract relating to commodities as the underlying instrument that can be settled physically, with the transfer of the underlying instrument (commodity), provided that they are traded on a regulated market and/or a multilateral trading facility (hereinafter: MTF),

7. options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities as the underlying instrument:

- which can be settled physically and are not stated in Point 6 of this paragraph,

- which do not have commercial purposes and

- which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are cleared and settled through recognised clearing houses or are subject to the provision of regular (daily) cover;

8. derivative instruments for the transfer of credit risk;

9. financial contracts for differences,

10. options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates, emission allowances or inflation rates or other official economic statistics, which:

- either must be settled in cash or

- they may be settled in cash at the option of one of the parties (otherwise than by reason of a default of the opposite contracting party or other contract termination event),

11. as well as any other derivative contracts relating to assets, rights, obligations, indices and measures not otherwise mentioned in Points 1 to 10 of this paragraph, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia,

- they are traded on a regulated market and/or an MTF and

- they are cleared and settled through recognised clearing houses or are subject to the provision of regular (daily) cover;

(3) Transferable securities shall be all types of securities, with the exception of payment instruments, which can be traded on capital markets, such as:

1. shares in public limited companies and other securities equivalent to shares, which represent a holding in the equity or membership rights of legal entities, and depositary receipts related to shares,

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2. bonds and other types of securities involving the obligation of the issuer, including depositary receipts related to these securities,

3. any other security, containing:

- a unilaterally defined entitlement of the holder to acquire or sell the transferable security, or

- a right of the holder to demand cash payment, which is determined on the basis of the value of transferable securities, currencies, interest rates or yields, commodities or other indices or measures.

(4) Money-market instruments are those classes of instruments which are normally dealt in on the money market, with the exception of payment instruments, such as treasury bills, certificates of deposit and commercial papers.

(5) Derivatives are financial instruments referred to in Points 4 to 11 of the second paragraph hereunder.

Article 8

(Investment services and activities)

(1) Investment services and activities are the following services and activities related to financial instruments:

1. reception and transmission of orders in relation to one or more financial instruments;

2. execution of orders on behalf of clients;

3. dealing on own account;

4. portfolio management;

5. investment advice;

6. initial or subsequent underwriting and /or placing of financial instruments on a firm commitment basis;

7. initial or subsequent placing of financial instruments without a firm commitment basis;

8. operation of multilateral trading facilities (hereinafter: operation of an MTF).

(2) Execution of orders on behalf of clients means acting to conclude agreements to buy or sell one or more financial instruments on behalf of clients.

(3) Dealing on own account means trading against proprietary capital resulting in the conclusion of transactions for own account in one or more financial instruments;

(4) Portfolio management means managing portfolios including one or more financial instruments in accordance with mandate given by clients on a discretionary client by client basis.

(5) Investment advice means the provision of personal recommendations to a client, either upon its request or at the initiative of the investment firm, in respect of one or more transactions relating to financial instruments.

Article 9

(Order and execution of a client’s order)

(1) Client’s order is the order issued by the client to the investment firm to buy or sell financial instruments for the account of the client.

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(2) Limit order is the client’s order to buy or sell a certain amount of financial instruments at the price, specified in the order, or under conditions that are favourable for the client.

(3) Discretion order is the client’s order which does not specify the price at which the investment firm is to execute the order but rather authorises the investment firm to execute it at its own discretion.

(4) Execution of the client’s order shall mean acting to conclude agreement to buy or sell financial instrument which was the subject of the client’s order, on behalf of client.

(5) The order for trading shall mean the client’s order and the offer published by the investment firm or another entity in respect of the purchase or sale of a financial instrument in the trading system of the regulated market or MTF, or outside such system.

Article 9a

(Own account transactions and execution of clients’ orders)

(1) A transaction in financial instruments concluded by the investment firm for its own account with a client shall represent an execution of the client's order provided that in such transaction the investment firm acts for the account of its client.

(2) Unless proved otherwise, the transaction concluded by the investment firm for its own account with a client:

1. on the basis of the client’s prior inquiry about the price of such financial instrument;

2. on the basis of previously announced prices for such financial instrument by the investment firm; or

3. for which, according to the current market practice, it is customary that clients inquire about the price of such financial instrument with several persons, shall not mean acting for the account of the client.

(3) Unless proved otherwise, notwithstanding paragraph (2) of this Act it shall be deemed that an investment firm, having concluded an own account transaction with its client, acts for the account of its client when:

1. the client is a natural person;

2. the investment firm performs brokerage services on behalf of its client in a particular own account transaction; or

3. the investment firm and the client may agree on a particular transaction in writing.

Article 10

(Ancillary investment services)

(1) Ancillary investment services shall include:

1. safekeeping and administration of financial instruments for the account of the clients, including:

- custodianship and similar services, such as cash and other collateral management,

- the services of keeping accounts of book-entry securities of the clients;

2. providing loans to investors so that they can perform one or more transactions in financial instruments, if the investment firm that provided the loan participates in such transactions;

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3. advice to companies on capital structure, business strategy and related matters and advice and services relating to mergers and acquisitions of companies;

4. foreign exchange services, if provided by the investment firm in relation to investment services;

5. investment research and financial analysis or other forms of general recommendation relating to transactions in financial instruments;

6. services related to underwriting of financial instruments on a firm commitment basis;

7. services and activities of the same type as the investment or ancillary investment services relating to the underlying instruments of derivatives referred to in Points 5, 6, 7, 10 or 11 of the second paragraph of Article 7 hereof, if they are related to investment or ancillary investment services.

(2) Notwithstanding the first paragraph hereunder, the term ancillary investment services in the meaning defined in the second paragraph of Article 9 of the ZBan-1 shall be used in the application of provisions specified in Chapters 5, 6 and 8 hereof.

Article 11

(Investment firm, brokerage company, small brokerage company, broker and exchange members’ association)

(1) Investment firm is a legal entity whose regular occupation or business is the provision of investment services for third parties or investment activities.

(2) A brokerage company is an investment firm with the registered office in the Republic of Slovenia that is not a bank and that has obtained an authorisation from the agency to provide investment services and activities.

(3) Notwithstanding the first paragraph hereunder, the term investment firm in the meaning defined in the first paragraph of Article 14 of the ZBan-1 shall be used in the application of provisions specified in Chapters 5, 6 and 8 hereof.

(4) Broker shall mean a natural person with the authorisation from the agency to provide brokeractivities who provides activities for the brokerage company comprised in the investment services provided by the brokerage company for its clients on the basis of employment or any other legal basis.

(5) Exchange members’ association shall mean an association established as an economic interest grouping according to the ZGD-1 which associates brokerage companies and banks that provide investment services and activities hereunder.

(6) Small brokerage company shall mean a brokerage company:

1. which only provides the following investment services:

- transmission of orders in relation to transferable securities or the units of a collective investment undertakings to persons referred to in Article 32 of this Act or to the management companies; or

- investment advice; and

2. whose annual income does not exceed 750,000 euros.

Article 12

(Client)

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(1) Client means any natural or legal person or total assets without legal personality for whom or which an investment firm provides investment and/or ancillary investment services.

(2) Professional client means a client with adequate expertise and experience to adopt own investment decisions and assess the related risks, which is considered a professional client in accordance with Articles 207 to 209 hereof.

(3) Non-professional client means any other client which is not a professional client.

Article 13

(Multilateral Trading Facility – MTF)

(1) Multilateral trading facility means a multilateral facility managed or operated by an investment firm or an market operator (hereinafter: MTF operator) which combines the interests concerning the sale and purchase of financial instruments of many third persons in accordance with the predefined rules, by concluding legal transactions concerning the financial instrument in accordance with the Subsection 7.3.2 hereof.

(2) The international abbreviation MTF is used for the multilateral trading facility in this Act.

Article 14

(Regulated market and market operator)

(1) Regulated market of financial instruments (hereinafter: the regulated market) is a multilateral system managed or operated by a certain entity with the following characteristics:1. this system combines or facilitates the combination of the interests concerning the sale or purchase of financial instruments of many third persons, in accordance with the predefined rules, by concluding legal transactions concerning the financial instrument, admitted to trading according to the existing rules or the systems of this market;

2. it has the license of the competent supervisory authority,

3. it operates regularly in accordance with the conditions laid down in Article 9 hereof.

(2) Market operator is a person that manages or operates the regulated market.

(3) The Member State of the registered office of the regulated market is:

1. the Member State in which such market is registered, or

2. if it has no registered office in accordance with the rules of this country, the Member State in which the head office of the regulated market is situated.

Article 15

(Stock exchange market, stock exchange transaction and official stock exchange listing)

(1) Stock exchange market means regulated market whose market operator has registered office in the Republic of Slovenia.

(2) Stock exchange means the market operator of the stock exchange market which obtained the license from the agency to operate this market.

(3) Stock exchange transaction means transaction in financial instruments, concluded on the stock exchange market.

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(4) Official stock exchange listing means a segment of the stock exchange market in the scope of which dealing is performed in securities that meet the additional conditions significant for the protection of investors’ interests, regarding dispersion, market capitalisation and the contents of the rights they give the holders, and other characteristics.

Article 16

(Market maker and systematic internaliser)

(1) Market maker means a person who holds himself out on the financial markets on a continuous basis as being willing to deal on own account by buying and selling financial instruments against his proprietary capital at prices defined by him.

(2) Systematic internaliser means an investment firm which, on an organised, frequent and systematic basis, deals on own account by executing client orders outside a regulated market or an MTF.

Article 17

(Central register and central clearing and depository house)

(1) Central register means central register of book-entry securities referred to in the first paragraph of Article 3 of the ZNVP with the function of the central depository.

(2) Central clearing and depository house means public limited company that keeps the central register.

(3) Book-entry security entered in the central register means book-entry security according to the first paragraph of Article 3 of ZNVP.

(4) Account of book-entry securities entered in the central register means account of book-entry security according to Article 17 of ZNVP.

Article 18

(Central depository and sub-depository)

(1) Central depository means central register or other record of holders of book-entry financial instruments:

1. kept by an individual person (hereinafter; central depositary) in line with the provisions of the state in which the depository is established; and

2. the entries in which have legal effects directly related to the issuer of such financial instruments and to third persons, so that the holder of the account in which these financial instruments are entered counts as a legal holder of these financial instruments.

(2) Sub-depository means record of the holders of book-entry financial instruments:

1. that is not the central depository,

2. kept by a brokerage company, bank, investment firm or another person (hereinafter; sub-depositary) in line with the provisions of the state in which the depository is established; and

3. the entries in which do not have legal effects directly related to the issuer of such financial instruments and the central depositary; and

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4. the entries in which have legal effects in relation to the sub-depositary, so that the relation with the entry in the sub-depository results in the right of the client to demand from the sub-depositary to exercise the rights arising from these financial instruments on behalf of client and to dispose of these financial instruments upon the client’s order.

(3) The first and second paragraphs hereunder shall apply mutatis mutandis to financial instruments issued as written documents kept as a collective deposit by the central depository or the sub-depository.

Article 19

(Settlement of transactions in financial instruments)

Settlement of transactions in financial instruments is a set of all actions needed for the fulfilment of liabilities arising from transactions the subject of which is financial instruments.

Article 20

(Settlement system, settlement system participant and central counterparty)

(1) Settlement system means system:

1. managed or operated by the central counterparty or another person (hereinafter: the settlement system operator),

2. that enables the settlement of transactions in financial instruments concluded on a regulated market, in MTF or outside the regulated market and MTF in accordance with the pre-defined rules of such system, and

3. which comprises legal relationships between the members of the settlement system and the members of such system and its operator, the contents of which are their mutual rights and obligations related to the settlement of transactions in financial instruments.

(2) A settlement system participant shall be a settlement system member and other person that is entitled to place orders for entering orders in the settlement system according to the contract concluded with a settlement system member, or that is familiar to the system administrator.

(3) Central counterparty means a person who assumes the responsibility to fulfil its clients’ obligations in relation to the counterparties of such transactions in order to settle the transactions in financial instruments concluded on a regulated market in MTF or outside the regulated market and MTF against its proprietary capital, by entering into each such transaction as the new seller in relationship with the buyer and as new buyer in relationship with the seller.

Article 20a

(Integrated settlement systems)

(1) Integrated settlement systems are settlement systems which, based on the agreement between their administrators, enable settlement orders entered into a particular settlement system to be executed in another (integrated) settlement system.

(2) Agreements between integrated settlement systems shall not represent a stand-alone settlement system.

(3) For the purposes of Articles 450, 450a and 450b of this Act, the integrated settlement systemsadministrator who does not participate in any integrated settlement system, shall be considered a participant in all integrated settlement systems.

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Article 21

(Tied agent)

Tied agent means a natural or legal person who provides or promotes the following services in the name of and for the account of the investment firm on the basis of unlimited and unconditional of only one of that investment firm:

1. investment or ancillary investment services to clients or potential clients;

2. reception and transmission of instructions or orders of the clients in relation to investment services or financial instruments;

3. placement of financial instruments; or

4. advice to clients or potential clients concerning these financial instruments or investment services.

Article 22

(Investment group)

Investment group means a group according to Point 14 of Article 2 of the ZFK, which is not a banking group according to Article 31 of the ZBan-1 and in the scope of which at least one company is:

1. an investment firm which is a parent undertaking or holding a stake in at least one other credit or financial institution; or

2.parent undertaking of financial holding,

- with at least one investment firm as subsidiary and

- without credit institutions as subsidiaries.

Article 23

(Parent investment firm of a Member State and EU parent investment firm)

(1) Parent investment firm of a Member State means investment firm:

1. whose subsidiary is another institution or financial institution or which holds a participation in another institution or financial institution, and

2. which is itself not a subsidiary of another institution of the same Member State or financial holding established in this Member State.

(2) EU parent investment firm means parent investment firm of an individual Member State which is not a subsidiary of an institution of any other Member State or a financial holding established in any of the other Member States.

Article 24

(Supervisory authority and agency)

(1) The term supervisory authority is used for the authority of an individual Member state which is, on the basis of its laws and other regulations, competent for the supervision over the investment firms and which the Member State set as a contact point under the first paragraph of Article 56 of

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the Directive 2004/39/EC, unless a provision hereunder stipulates that such provision relates to a supervisory authority authorised to perform other types of supervision.

(2) Agency means Securities Market Agency which is the contact point of the Republic of Slovenia under the first paragraph of Article 56 of Directive 2004/39/EC.

(3) All notifications, information exchanges and other types of co-operation with the supervisory authority of another Member State shall be performed by the agency via the contact point specified by such Member State according to the first paragraph of Article 56 of Directive 2004/39/EC.

1.2.3 Terms related to the offer of securities to the public and trading on a regulated market

Article 25

(Securities)

(1) Securities are transferable securities referred to in the third paragraph of Article 7 hereof, with the exception of the money market instruments from the fourth paragraph of Article 7 hereof with maturity shorter than 12 months.

(2) Equity securities are:

1. shares,

2. other securities equivalent to shares, which represent a holding in the equity or membership rights of legal entities, and

3. other securities:

- that give the holder a unilaterally defined entitlement by the exercise of which they are entitled to acquire a security referred to in point 1 or 2 of this paragraph (hereinafter: the underlying security), and

- the issuer of which is the issuer of the underlying security or the person belonging to the same group as the issuer of the underlying security.

(3) Debt securities are bonds and other securities with the exception of equity securities. Regardless of the first sentence, the provisions of Chapter 3 hereof use the term debt securities in the narrow sense which excludes all securities from the first indent of Point 3 of the second paragraph hereunder, regardless of the issuer of the underlying security.

(4) Securities that are issued in a continuous or repeated manner are securities of the same issuer from at least two separate issues of similar securities in a 12-month period.

(5) The term security comprises:

1. the underlying security and

2. the derivative security the value of which depends on the price of the underlying security or the exchange rate or the index or the price of any other basic property (hereinafter: underlying instrument).(6) Option is a unilaterally defined entitlement by the exercise of which the option holder concludes a contract on the purchase, sale or swap of securities the object of which is the underlying instrument.

(7) Convertible security is a security containing an option, by the exercise of which the holder achieves the exchange for another security, namely:

1. either by exchanging a debt security for an equity security

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2. either by exchanging a debt security for another debt security with different content of rights concerning the exchange rate, maturity or other payment conditions.

(8) A warrant is a security:

1. containing an option to purchase the underlying security at a fixed price before or on the day of expiry of the validity of the option, and

2. in which the obligation that arises with the exercising of the option can be fulfilled either by the delivery of the underlying instrument either by means of cash payment.

(9) Subordinate security is a debt security which, in the event of insolvency or capital inadequacy of the issuer, entitles the holder to receive payment arising from such security only after other liabilities of the issuer towards the non-subordinated creditors have been satisfied.

Article 26

(Units of collective investment undertakings)

(1) Collective investment undertaking other than the closed-end type undertaking means unit trusts or investment companies:

1. the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading and

2. the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings.

(2) Investment company, apart from the closed-end type company means investment company:

1. the object of which is the collective investment of capital provided by the public, and which operates on the principle of risk-spreading and

2. the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of such company.

(3) Redemption or repayment from Point 2 of the first paragraph and Point 2 of the second paragraph hereunder also includes the actions of the collective investment undertaking or the investment company that such undertaking or company provides in order to assure that the price of the units or shares do not differ considerably from the value determined on the basis of the net value of such undertaking or company.

(4) Unit of a collective investment undertaking means security issued by a collective investment undertaking and representing the rights of the participants in such an undertaking over its assets.

(5) Unit of a collective investment undertaking UCITS means unit issued by a collective investment undertaking under the Directive 85/611/EEC.

Article 27

(Issuer and offeror)

(1) Issuer means a person who issues or plans to issue securities.

(2) Offeror means person that offers securities to the public.

Article 28

(Investor)

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Investor is the buyer of securities or the person on which the offer for the purchase of securities is addressed.

Article 29

(Financial intermediary)

Financial intermediary is:1. investment firm that provides investment services in relation with the first or any subsequent sale of securities for the issuer or another offeror, and

2. investment firm or another person providing ancillary services or activities in relation with the first or subsequent sale of securities, including accepting of payments.

Article 30

(Offer of securities to the public and the offering programme)

(1) Offer of securities to the public means a communication to the persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe to these securities.

(2) The first paragraph hereunder shall also be applicable to the placing of securities through financial intermediaries.

(3) Offering programme is the plan that enables the issue of debt securities, including the warrants in any form, of a similar type or class, continuous or repeating in the period specified in the programme.

Article 31

(Initial and subsequent offer of securities)

(1) Initial offer of securities shall be the offer on the basis of the issuer's offer upon the issue.

(2) Subsequent offer of securities is any other offer, apart from the initial offer.

(3) Subsequent offer of securities is also the resale carried out by the financial intermediary who purchased the securities from the issuer during the initial offer.

1.3 Fundamental rules on the provision of investment services and activities

Article 32

(Provision of investment services and activities)

(1) In the Republic of Slovenia investment services and activities may be provided by:

1. a brokerage company that obtained the license from the agency;

2. an investment firm of a Member State that is not a bank or a special financial institution and that in accordance with this act establishes a branch within the Republic of Slovenia or is authorised in accordance with this act to directly provide investment services and activities within the Republic of Slovenia;

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3. a branch of a third country investment firm that is not a bank and that has obtained the permit for establishment from the agency.

(2) In the Republic of Slovenia investment services and activities may also be provided by:

1. a bank which has obtained an authorisation from the Bank of Slovenia;

2. a bank or a special financial institution of a Member State that in accordance with the ZBan-1 establishes a branch within the Republic of Slovenia or is authorised in accordance with the ZBan-1 to directly provide investment services and activities within the Republic of Slovenia;

3. a branch of a third country bank which has obtained an authorisation from the Bank of Slovenia for establishment and is authorised in accordance with the ZBan-1 to directly provide investment services and activities.

(3) In the Republic of Slovenia, investment services related to the operation of a MTF may also be provided by a market operator that meets the conditions from the first paragraph hereunder.

(4) With the exception of the entities in paragraphs one to three of this Article, nobody else may provide investment services and activities.

(5) The fourth paragraph hereunder shall not apply to persons referred to in the first paragraph of Article 34 hereof concerning the services and activities to which the exceptions stated in the specified Article are related.

Article 33

(Application of the Act to banks)

(1) The following provisions of this Act shall apply mutatis mutandis to banks that provide investment services and activities in the Republic of Slovenia in accordance with Point 1 of the second paragraph of Article 32 hereof:

1. for the discontinuation of the provision of investment services and activities: the third and the fourth paragraphs of Article 159,

2. for the issue of the authorisation to provide investment services and activities:

- Point 2 and Point 4 of Article 165,

- Point 5 of the first and the third and the fourth paragraphs of Article 167,

3. provisions of Chapter 7, with the exception of Article 204, the fourth paragraph of Article 238, the third paragraph of Article 245 and the second paragraph of Article 267,

4. the fifth paragraph of Article 301, Articles 302 and 303,

5. provisions of Chapter 9, relating to stock exchange members,

6. provisions of Chapter 11, relating to members of the central clearing and depository house,

7. provisions of Chapter 12, and

8. provisions of Chapter 15, relating to the violation of the provisions applicable to banks.

(2) The provisions of the second and the third paragraphs of Article 178 of this Act shall apply mutatis mutandis to banks and special financial institutions of Member States that provide investment services and activities in the Republic of Slovenia in accordance with Point 2 of the second paragraph of Article 32 hereof.

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(3) The provisions of the first and the second paragraphs of Article 184 of this Act shall apply mutatis mutandis to third country banks that provide investment services and activities in the Republic of Slovenia in accordance with Point 3 of the second paragraph of Article 32 hereof.

(4) For a mutatis mutandis application of the provisions under Paragraphs 1, 2 and 3 of this Article:

1. the term “bank” or “special financial institution” shall be used instead of “brokerage company”,

2. the term “Bank of Slovenia” shall be used instead of “agency”, with the exception of:

- the provisions that authorise the agency to issue such regulations,

- the provisions of Chapter 7 hereof and

- the fifth paragraph of Article 301, and Articles 302 and 303 of this Act.

(5) Unless otherwise specified in paragraphs six to eight of this Article, the provisions of the ZBan-1 shall apply to the issue of the licences to provide investment services and activities and to the supervision over the provision of investment services and activities by a bank or a specialfinancial institution from the second paragraph of Article 32 hereof.

(6) Supervision over the operations of a bank, a Member State bank and special financial institution or a third country bank regarding the investment services and activities shall be provided by the agency in co-operation with the Bank of Slovenia.

(7) The agency shall be authorised to issue the following control measures for the exercising of the supervision under the sixth paragraph of this Article:

1. order to terminate a violation,

2. impose additional control measures referred to in Article 302 of this Act,

3. issue a recommendation or warning.

(8) If, during the exercise of supervision pursuant to the sixth paragraph of this Article, the agency establishes that there is reason to withdraw the license to provide investment services and activities, the agency shall be obliged to report this to the Bank of Slovenia.

(9) Paragraphs one to eight hereunder shall not apply to a bank, a Member State bank and special financial institution or a third country bank counting as an entity specified in Article 34 of this Act.

Article 34

(Exemptions)

(1) The provisions of this Act concerning the provision of investment services and activities shall not apply to:

1. insurance companies and reinsurance companies,

2. persons which provide investment services exclusively for their parent undertakings, for their subsidiaries or for other subsidiaries of their parent undertakings,

3. persons which provide investment services occasionally, in the scope of their regular activity or profession, under the following conditions:

- the pursuit of such activity or profession is regulated with the rules stipulated by law, other regulation or code of ethics and

- the rules specified under the previous indent do not prohibit the provision of investment services,

4. persons which only deal for their own account, unless:

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- they act as market makers or

- deal on own account outside a regulated market or an MTF on an organised, frequent and systematic basis by providing a system accessible to third parties in order to engage in transactionswith them,

5. persons which provide investment services consisting exclusively in the administration of employee-participation schemes,

6. persons which provide investment services which only involve both administration of employee-participation schemes and the provision of investment services exclusively for their parent undertakings, for their subsidiaries or for other subsidiaries of their parent undertakings;

7. the members of the European System of Central Banks (hereinafter: the ESCB) and other national bodies performing similar functions and other public bodies charged with or intervening in the management of the public debt,

8. collective investment undertakings under the law regulating those undertakings and management companies and pension funds under the law regulating pension and disability insurance or other collective-investment undertakings and pension funds, regardless of whether they are harmonized at the EU level or not, and the depositaries and managers of such undertakings,

9. persons dealing on own account in financial instruments, or providing investment services in commodity derivatives or derivative contracts included in Points 10 and 11 of the first paragraph of Article 7 hereof to the clients of their main business, provided that:

- this is an ancillary activity to their main business, when considered on a group basis, and

- the main business of these persons or the group in which they are included is not the provision of investment services under this act,

10. persons providing investment advice in the course of providing other services in the scope of their regular profession or activity, provided that:

- no other provisions of this Act concerning the provision of investment services and activitiesapply to such other services and

- the provision of such advice is not specifically remunerated,

11. persons whose main business consists of dealing on own account in commodities and/or commodity derivatives, unless they are part of a group the main business of which is the provision of investment services,

12. persons classified as local companies according to the second paragraph of Article 14 of the ZBan-1.

(2) The rules on the provision of investment services and activities specified in this Act shall not apply to the provision of services in the capacity of a counterparty in transactions provided by state bodies or public bodies in relation to the management of public debt or the members of ESCB which perform their tasks in accordance with the Treaty establishing the European Community (Official Gazette of the Republic of Slovenia – International Treaties, no. 7/04), the Statute of the ESCB and the European Central Bank (Official Gazette of the Republic of Slovenia – International Treaties, no. 7/04) or which provide equivalent tasks in accordance with the provisions of other Member States.(3) The agency shall lay down more detailed criteria for determining when an activity specified in Points 3, 9 and 11 of the first paragraph hereunder is to be considered as ancillary to the main business on a group level as well as for determining when an activity is provided occasionally in the scope of another regular activity.

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Article 35

(Special rules for small brokerage companies)

(1) The following shall not apply to small brokerage companies:

1. Articles 152 to 160, the second and the third paragraphs of Article 161, Points 2 and 3 of Article 165, Points 2 to 4 of the first and the second paragraphs of Article 167,

2. Sub-sections 4.2.3 and 4.2.4 and

3. Chapters 5, 6 and 12 hereof.

(2) Notwithstanding the provisions of Article 149 hereof, a small brokerage company can also be organised as individual sole proprietor or as a personal company.(3) Small brokerage companies may not perform any activities other than investment services specified in the sixth paragraph of article 11 of this Act, or ancillary financial services specified in Point 1 of the first paragraph of article 11 of the ZBan-1.

(4) A small brokerage company may not accept into custody any cash funds and financial instruments of its clients and may not borrow from its clients.

(5) A small brokerage company must provide coverage for its damage liabilities in relationship with its clients on the basis of the insurance of professional liability, which meets the following conditions:

1. insurance policy is taken out with an insurance company authorised in accordance with the law regulating insurance activity, authorised to perform insurance operations in the Republic of Slovenia;

2. the sum insured shall not be less than 1,000,000 euros for individual claims for damages and not less than 1,500,000 euros for all claims for damages in a particular year.

3. under the insurance contract, the insurance policy is taken out in accordance with the legislation of the Republic of Slovenia,

4. under the insurance contract, a client of a small brokerage company as a policy holder is entitled to enforce a claim on the basis of its damage compensation claim to such company directly againstthe insurance company.

Chapter 2: PUBLIC OFFER OF SECURITIES

2.1 Fundamental rules for the offer of securities to the public and the admission of securities to trading on a regulated market

2.1.1 The obligation to publish and approve the prospectus

Article 36

(Obligation to publish the prospectus)

(1) No person is allowed to offer securities to the public in the Republic of Slovenia without first publishing the appropriate prospectus in line with this act, unless otherwise specified by law in individual cases.

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(2) Securities are not allowed to be admitted to trading on the stock exchange market without first publishing the appropriate prospectus in line with this act, unless otherwise specified by law in individual cases.

Article 37

(Obligation to approve the prospectus before the publication)

(1) No person is allowed to publish a prospectus without first obtaining the approval of the supervisory authority of the issuer’s home Member State.

(2) Approval of the prospectus under the first paragraph hereunder is the decision of the agency on the approval of the prospectus hereunder and each separate act of the supervisory authority of the issuer’s home Member State, by means of which it issues a positive opinion on the completeness of the prospectus and which also contains a positive decision on the consistency and comprehensibility of information contained in the prospectus.

Article 38

(Issuer’s home Member State and host Member State)

(1) In relation to the following issues of debt securities, which:

1. are denominated to an amount no smaller than 1,000 euros per unit or from the amount in another currency almost equal to 1,000 euros, or

2. contain a unilaterally defined entitlement by the exercise of which the holder obtains the right to demand any transferable securities or payment of a cash compensation, provided that the issuer of debt securities is not at the same time the issuer of the underlying security or the person belonging to the same group as the issuer of the underlying security,

the issuer’s home Member State is the Member State selected by the issuer, the offeror or the person demanding admission of securities to trading on a regulated market among the following Member States:

- the Member State in which the issuer has its registered office,

- the Member State in which the securities are admitted to trading on a regulated market or such admission is required, or

- the Member State in which securities are offered to the public.

(2) In relation to the issue of securities by an issuer who is a person of a Member States, with the exception of the issues from the first paragraph hereunder, the home Member State of the issuer is the Member State in which the issuer has its registered office.

(3) In relation to the issue of securities by an issuer who is a person of a third country, with the exception of the issues from the first paragraph hereunder, the home Member State of the issuer is the Member State selected by the issuer, the offeror or the person demanding admission of securities to trading on a regulated market among the following Member States

- the Member State in which securities are offered to the public for the first time after 1 July 2005, or

- the Member State in which the demand for the admission of securities to trading on a regulated market was placed for the first time after 1 July 2005.

(4) If the issuer, the offeror or the person demanding admission of securities to trading on a regulated market relation upon the first offer of securities to the public or the filing of the first

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application for the admission to trading on a regulated market from the third paragraph hereunder failed to select a home Member State of the issuer, the Member State of the issuer shall be that Member State which the issuer has selected later from among the Member States referred to in the third paragraph hereunder.

(5) If upon the first offer of securities to the public or the filing of the first application for the admission to trading on a regulated market from the third paragraph hereunder a home Member State of the issuer was not determined according to the selection of the issuer, the issuer may later select another home Member State of the issuer from among the Member States referred to in the third paragraph hereunder.

(6) A host Member State is the member state in which securities were offered to the public or in which the application was filed for the admission of securities to trading on a regulated market, if such Member State is not the home Member State of the issuer.

Article 39

(Supervisory authority of the home Member State of the issuer)

(1) Supervisory authority of the home Member State of the issuer means an authority which is, based on the laws or other regulations of such Member State, the central supervisory authoritycompetent and in charge of supervising the compliance with the rules adopted due to the transposition of the Directive 2003/71/EC into the legislation of that Member State.

(2) The agency shall be the supervisory authority of the Republic of Slovenia as the home Member State of the issuer.

Article 40

(Base prospectus)

Base prospectus is prospectus containing:

1. all the necessary information stipulated by Article 53 of this Act and the Regulation 809/2004,

2. supplemented information in a supplement to the prospectus, if necessary in accordance with Article 80 hereof,

3. if so decided by the issuer, also the final terms and conditions of the offer.

2.1.2 Exemptions from the application of Chapter 2

Article 41

(General exemptions from the application of Chapter 2)

(1) Chapter 2 of this Act shall not apply to the following securities:

1. units of collective investment undertakings other than the closed-end type,

2. debt securities issued by:

- a Member State

- a Member State regional or local authority

- a public international organisation with one or more Member State(s) as member(s),

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- the European Central Bank or a Member State central bank,

3. shares or other securities representing holdings in the capital of a Member State central bank,

4. securities in respect to which the fulfilment of their inherent obligations is unconditionally and irrevocably guaranteed by a Member State or by one of a Member State's regional or local authorities,

5. debt securities issued in a continuous or repeated manner by a bank, provided that they meet the following conditions:

- they do not have the characteristics of subordinated or convertible securities,

- they do not give a right to subscribe to or acquire other types of securities and they are not linked to a derivative instrument,

- they evidence the acceptance of a deposit from the second paragraph of Article 8 of the ZBan-1, and

- the holder’s claim, contained in the security, is subject to a deposit guarantee scheme under Directive 94/19/EEC,

6. debt securities issued in a continuous or repeated manner by a bank, if the sum of total purchase amounts received by the issuer upon the sale (hereinafter: total selling price) for such securities in a 12-month period is under 50,000,000 euros and provided that they meet the following conditions:

- they do not have the characteristics of subordinated or convertible securities, and

- they do not give a right to subscribe to or acquire other types of securities and they are not linked to a derivative instrument.

(2) Notwithstanding the first paragraph hereunder, the issuer, offeror or the person demanding admission of securities to trading on a regulated market in connection with the securities from Points 2, 4 or 6 of the first paragraph hereunder shall be entitled to draw up a prospectus in accordance with Section 2.3 hereof if such securities are offered to the public or if they are subject of the application demanding their admission to trading on a regulated market.

Article 42

(Simplified prospectus)

(1) Special rules stipulated by this Article shall apply to securities included in the offer in which the total selling price in a 12-month period is under 2,500,000 euros.

(2) In relation to the offer of securities from the first paragraph hereunder or the admission of securities to trading on the stock exchange market, the issuer, offeror or the person demanding admission of securities to trading on a regulated market may, instead of the prospectus, drawn upin accordance with the Section 2.3 hereof, prepare a simplified prospectus which only contains the basic data on the issuer and the securities.

(3) If the right to prepare a simplified prospectus referred to in the second paragraph hereunder is exercised, the Sections 2.2, 2.4 and 2.5 here of, with the exception of Article 68 hereof shall apply to the offer of securities referred to in the first paragraph hereunder or the admission of securities to trading on the stock exchange market.

Article 43

(Regulation concerning the public offer of securities)

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(1) The agency shall stipulate the detailed contents of the simplified prospectus referred to in Article 42 hereof.

(2) The agency shall also lie down:

1. detailed criteria and conditions for the omission of individual pieces of information from the prospectus pursuant to Article 60 hereof and

2. other detailed rules for the implementation of Chapter 2 hereof.

(3) Based on the regulation stipulated by the second paragraph hereunder, the agency must comply with the regulation or appropriately transpose the regulation by means of another implementing act issued by the Commission on the basis of the fourth paragraph of Article 8 and the seventh paragraph of Article 13 of the Directive 2003/71/EC.

2.1.3 Qualified investors

Article 44

(Qualified investor)

Qualified investors are:

1. legal entities that obtained the authorisation or are subject to regulation in relation to the operations on financial markets including:

- credit institutions,

- investment firms,

- other regulated financial institutions,

- insurance companies, reinsurance companies and pension companies,

- collective investment undertakings and companies for managing such undertakings,

- pension funds and persons operating them,

- commodity and commodity derivatives dealers,

2. legal entities that failed to obtain the authorisation and are not subject to regulation in relation to the operations on the financial markets, if their corporation purpose of operation is exclusively investment in securities,

3. Republic of Slovenia, and other countries or national and regional authorities, Bank of Slovenia and other central banks, international and supranational institutions such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations,

4. companies exceeding at least two criteria from Article 45 hereof,

5. small and medium-sized companies registered, upon their own request, in the register of qualified investors of the Member State of their registered office,

6. natural persons registered, upon their own request, in the register of qualified investors of the Member State of their place of residence.

Article 45

(Small and medium-sized companies)

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Small and medium-sized company means a company that meets at least two of the following criteria in terms of its last annual or consolidated annual report:

1. average number of employees in the last financial year does not exceed 250,

2. the total balance sheet not exceeding 43,000,000 euros.

3. its net annual turnover not exceeding 50,000,000 euros.

Article 46

(Natural persons as qualified investors)

A natural person meets the conditions to be treated as a qualified investor if it meets at least two of the following conditions:

1. investor has concluded several transactions of a significant amount on appropriate markets with average frequency of at least ten transactions per quarter in the last year,

2. the value of portfolio of its investments in securities exceeds 500,000 euros,

3. investor works or has worked for at least one year in the financial sector in a professional position which requires knowledge of securities investment.

Article 47

(Register of qualified investors in the Republic of Slovenia)

(1) The agency shall keep a register of qualified investors in the Republic of Slovenia (hereinafter: register of qualified investors).

(2) The following shall be entered in the register of qualified investors upon their own request:

1. small and medium-sized companies with registered offices in the Republic of Slovenia, and

2. natural persons with residence in the Republic of Slovenia.

(3) Person from Articles 45 or 46 hereof shall obtain the position of a qualified investor by registering in the register of qualified investors.

(4) The register of qualified investors must contain the following data on the persons from the second paragraph hereunder:

1. the tax identification number of a natural persons and registration number of a legal entity,

2. personal name and permanent address of a natural person or registered name and registered office of a legal entity.” (5) A person entered in the register of qualified investors may demand, at any time, that the agency delete it from this register.

(6) The request for the entry in the register of qualified investors and for the deletion from this register shall be decided on by the agency in the form of a decision.

(7) The agency must issue a person entered in the register of qualified investors a certificate of registration in the said register, upon such person’s request.

(8) The agency must enable each issuer access to the data on persons entered in the register of qualified investors and issue, upon request, a certificate of registration of such person in the said register.

Article 48

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(Regulation on qualified investors)

(1) The agency may prescribe:

1. detailed rules on the criteria for the treatment of persons referred to in Articles 44, 45 and 46 hereof as qualified investors,

2. detailed rules on the keeping of the register of qualified investors, access to data and issue of certificates on the persons entered in such register.

(2) Based on the regulation stipulated by Point 1 of the first paragraph hereunder, the agency must comply with the regulation or appropriately transpose the regulation by means of another implementing act issued by the Commission on the basis of the fourth paragraph of Article 2 of the Directive 2003/71/EC.

2.2 Exemptions from the obligation to publish a prospectus

Article 49

(Exemptions from the obligation to publish a prospectus for certain types of offer of securities)

(1) The first paragraph of Article 36 hereof shall not apply to the following types of offer of securities:

1. an offer of securities addressed solely to qualified investors, or

2. an offer of securities addressed to fewer than 100 natural or legal persons per Member State, other than qualified investors, or

3. the offer addressed to the investors who have obtained the securities for the purchase amount equaling at least 50,000 euros on the basis of accepting individual offers, or

4. for the offer the subject of which are securities denominated to at least 50,000 euros each, or5. securities included in an offer where the total selling price of the offer is less than 100,000 euros, which limit shall be calculated over a period of 12 months.

(2) In connection with the admission of securities that were the subject of the offer under the first paragraph hereof into trading on the regulated market, the second paragraph of Article 36 shall apply.

(3) Any subsequent offer for the resale of securities which the holder obtained on the basis ofaccepting the offer from the first paragraph hereunder shall be deemed an independent offer of securities in relation to which it needs to be assessed whether the first paragraph of Article 36 hereof shall apply or not.

(4) The offer of securities sold through a financial intermediary shall not be subject to the first paragraph of Article 36 hereof only if one of the conditions from the first paragraph of this Article is met.

Article 50

(Exemptions from the obligation to publish a prospectus for offers of certain types of securities)

The first paragraph of Article 36 hereof shall not apply for offers of the following types of securities to the public:

1. shares, issued in substitution of previously issued shares of the same class, if the legal basis for this issue is not the increase in the issued capital.

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2. securities that are subject of the takeover bid as substitute securities, and:

- in the takeover bids to which the provisions of the ZPre-1 apply: if the issuer obtained the authorisation for the takeover bid and published the prospectus in accordance with the ZPre-1,

- in other takeover bids: if a document has been published in connection with the offer the contents of which are, in the opinion of the agency, equal to the contents of the prospectus hereunder,

3. securities offered or provided in relation to merger or division, and:

- in mergers and divisions to which the provisions of the ZGD-1 apply: if the companies participating in the merger or division have published the information and documents in accordance with ZGD-1,

- other mergers and divisions: if a document has been published in connection with the offer the contents of which are, in the opinion of the agency, equal to the contents of the prospectus hereunder,

4. shares which:

- are either issued to the existing shareholders on the basis of increase in the company’s issued capital from company’s own funds,

- or are in other cases offered or are to be provided to the existing shareholders free of charge or as payment of dividends,

if they form the same class as the shares that give the right to subscribe new shares and if a document is available that contains information on the number and characteristics of these shares and the reasons for such offer and its details,

5. securities offered or said to be provided by the issuer whose securities have already been admitted to trading on a regulated market or a company belonging to the same group as the issuer to its existing or former managers or employees and if a document is available that contains information on the number and characteristics of these securities and the reasons for such offer and its details.

Article 51

(Exemptions from the obligation to publish a prospectus for admission to trading on a regulated market of certain types of securities)

(1) The second paragraph of Article 36 hereof shall not apply to the admission to trading on a regulated market of the following types of securities:

1. shares representing, over a period of 12 months, less than 10 per cent of the number of shares of the same class already admitted to trading on the same regulated market,

2. shares, issued instead of previously issued shares of the same class, already admitted to trading on the same regulated market, if the legal basis for this issue is not the increase in the issuedcapital,

3. securities that are subject of the takeover bid as substitute securities, and:

- in the takeover bids to which the provisions of the ZPre-1 apply: if the issuer obtained the authorisation for the takeover bid and published the prospectus in accordance with the ZPre-1,

- in other takeover bids: if a document has been published in connection with the offer the contents of which are, in the opinion of the agency, equal to the contents of the prospectus hereunder,

4. securities offered or provided in relation to merger or division, and:

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- in mergers and divisions to which the provisions of the ZGD-1 apply: if the companies participating in the merger or division have published the information and documents in accordance with ZGD-1,

- other mergers and divisions: if a document has been published in connection with the offer the contents of which are, in the opinion of the agency, equal to the contents of the prospectus hereunder,

5. shares which:

- are either issued to the existing shareholders on the basis of increase in the company’s issued capital from company’s own funds ,

- or are in other cases offered or are to be provided to the existing shareholders free of charge or as payment of dividends,

if they form the same class as the shares that give the right to subscribe new shares and are already admitted to trading on the same regulated market and if a document is available that contains information on the number and characteristics of these shares and the reasons for such offer and its details,

6. securities offered or said to be provided by the issuer or a company belonging to the same group as the issuer to its existing or former managers or employees, provided that the said securities constitute the same class or type of previously issued securities which have already been admitted to trading on a regulated market and that a document is available that contains information on the number and characteristics of these securities and the reasons for such offer and its details.

7. shares issued on the basis of the right of conversion or exchange, contained in other securities, if they form the same class as the shares already admitted to trading on the same regulated market.

(2) The second paragraph of Article 36 hereof shall not apply to the admission to trading on a regulated market of securities already admitted to trading on another regulated market, provided that the following conditions are met:

1. these securities, or securities of the same class or type, have been admitted to trading on that other regulated market for more than 18 months,

2. as regards the time of the admission of securities to trading on that other regulated market:

- if they were admitted to trading on that other regulated market after 31 December 2003: admission to trading was related to the publication of approved prospectus in accordance with Article 14 of the Directive 2003/71/EC,

- if they were admitted to trading on that other regulated market after 30 June 1983 and before 31 December 2003: the details of the listing were approved in accordance with the Council Directive 80/390/EEC of 17 March 1980 coordinating the requirements for the drawing up, scrutiny and distribution of the listing particulars to be published for the admission of securities to official stock exchange listing (OJ L 348, 17.4.1980, p.1, as last amended by Directive of the European Parliament and of the Council 94/18/EC of 30 May 1994 on the amendment of Directive 80/390, OJ L 135, 31.5.1994) or Directive 2001/34/EC,

3. the issuer met all the obligations regarding the disclosure of information and other obligations related to the conditions for trading on that other regulated market,

4. the person requesting admission of such securities to trading on the new regulated market prepared a document in the form of a summary, that is available to the public in the Slovene language and was approved by the agency,

5. document referred to in Point 4 of this paragraph was published in accordance with the first paragraph of Article 74 of this Act,

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6. the contents of the document referred to in Point 4 of this paragraph are in accordance with Articles 53 and 54 of this Act and comprise the information on the location where it is possible to obtain the latest prospectus and the location where it is possible to obtain financial information published by the issuer in order to meet its ongoing obligation to disclose information.

Article 52

(Notice to the agency on the application of exemption)

Issuer, offeror or the person demanding admission of securities to trading on a regulated market must inform the agency of the application of exemption stipulated by Article 49, 50 or 51 hereof three business days before the beginning of the public offer or the admission of securities to trading on a regulated market.

2.3 Drawing up the prospectus

Article 53

(General rules on the drawing up the prospectus)

(1) Unless otherwise stipulated by Article 60 of this Act, the prospectus must contain all the information needed for the investors to be able to make an assessment of the following, taking into account the characteristics of the issuer and the securities that are the subject of the public offer or the admission to trading on a regulated market:

1. assets and liabilities, financial position, profit&loss accounts and development potentials of the issuer and a potential guarantor, and

2. the rights arising from the securities.

(2) Information contained in the prospectus must be accurate and complete.

(3) Information in the prospectus must be presented in such a way that it can be easily analysed and that the prospectus is transparent and comprehensible.

(4) The prospectus must contain:

1. information about the issuer

2. information about the securities that are the subject of the public offer or the admission to trading on a regulated market, and

3. the summary of the prospectus.

(5) If the prospectus relates to admission to trading of debt securities having denomination amount not smaller than 50,000 euros, the summary of the prospectus is not required.

Article 54

(Summary of the prospectus)

(1) The summary of the prospectus must give a short presentation in non-technical language of the most important characteristics and risks related to the issuer, any guarantor or securities in the language in which the prospectus was originally drawn up.

(2) The summary must contain the following warnings:

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1. it should be understood as an introduction to the prospectus,

2. each decision on the purchase of securities must be based on the issuer’s judgement of the prospectus as a whole,

3. the issuer, in the role of the plaintiff that initiated the legal proceedings in relation to the information contained in the prospectus, will have to provide, at its own expense, the translation of the prospectus into the official language of the court, before the beginning of such legal proceedings, and

4. civil liability attaches to those persons who have prepared the summary including any translation thereof, and applied for its notification, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus.

Article 55

(Single and divided prospectus)

(1) Issuer, offeror or the person demanding admission of securities to trading on a regulated market may compose the prospectus:

1. either as one document (hereinafter: a single prospectus),

2. either as several separate documents (hereinafter: a divided prospectus).

(2) The information contained in the divided prospectus must be divided into the following documents:

1. registration document which must contain the information relating to the issuer,

2. description of securities containing information about the securities that are the subject of the public offer or the admission to trading on a regulated market, and

3. the document with the summary of the prospectus.

Article 56

(Base prospectus for certain types of debt securities)

(1) Special rules defined hereunder shall apply to the following types of securities:

1. debt securities including warrants issued on he basis of the offering programme, and

2. debt securities issued in a continuous or repeated manner by a bank, provided that:

- the payments related to the issue of such securities under the law regulating such securities are invested in the assets that guarantee sufficient coverage for the fulfilment of all the issuer bank’s obligations arising from these securities until their maturity, and

- in the case of insolvency of the issuer bank, the assets from the previous indent are intended for priority repayment of the principal and due interest arising from such securities, without excluding the application of the Directive 2001/24/EC.

(2) Issuer, offeror or the person demanding admission of securities, referred to in the first paragraph hereunder, to trading on a regulated market may, instead of following the provisions of Article 55 hereof, compose the prospectus as a base prospectus containing all the necessary information about the issuer and the securities that are the subject of the public offer or the admission to trading on a regulated market.

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(3) The information given in the base prospectus shall be supplemented, if necessary, in accordance with Article 80 hereof, with updated information on the issuer and on the securities to be offered to the public or to be admitted to trading on a regulated market.

(4) If the final terms of the offer are not included in either the base prospectus or a supplement, the final terms shall be provided to investors and filed with the agency or supervisory authority of another Member State which is the home Member State of the issuer, as soon as possible when each public offer is made and if possible in advance of the beginning of the offer. In the cases referred to in the first sentence of this paragraph, Point 1 of the first paragraph of Article 59 hereof shall apply.

Article 57

(Detailed rules on the drawing up of the prospectus and the minimum scope of information)

(1) The prospectus must be drawn up using the appropriate schedule or building block or the appropriate combination of these schedules or building blocks from Chapter II of the Regulation 809/2004, which must include all the information in accordance with this Regulation.

(2) The contents of the single prospectus, documents that represent the divided prospectus or base prospectus must be specified in accordance with Chapter III of the Regulation 809/2004.

Article 58

(Liability relating to the prospectus)

(1) The prospectus must contain data on all the persons responsible for the accuracy and completeness of the information contained in the prospectus, namely at least the following persons depending on the purpose of compiling the prospectus:

1. on the issuer and the members of its management or supervision bodies,

2. on the issuer, offeror or the person demanding admission of securities to trading on a regulated market, if the offeror or the applicant is not at the same time the issuer,

3. on potential guarantor for the liabilities arising from securities.

(2) In respect of the persons referred to in the first paragraph hereunder, the prospectus must contain:

1. data on the basis of which such persons can be clearly identified:

- for natural persons: personal name and their function in the legal entity on behalf of which such person participated in the drawing up of the prospectus,

- for legal persons: company name and registered office,

2. a statement of each such person that, to their best knowledge, the information contained in the prospectus is in accordance with the true facts and that no information has been omitted that could impact the significance of the prospectus.

(3) The persons from the first paragraph hereunder shall be jointly and severally liable to the investor for any damages caused to the investor as a result of incorrect or incomplete information contained in the prospectus, unless they are able to provide exonerating evidence that:

1. they acted with all due professional care in the drawing up of the prospectus and the verification of the accuracy and completeness of information contained in the prospectus,

2. upon the purchase of securities, the investor knew about the inaccuracy or incompleteness of information contained in the prospectus,

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3. the investor had the right to withdraw from accepting the offer of securities to the public pursuant to the fifth paragraph of Article 80 hereof but failed to exercise this right,

4. individual pieces of information were left out of the prospectus in accordance with Articles 60 and 61 hereof, or

5. information is concerned which is not likely to be considered by a reasonable investor as important when deciding on the purchase of securities.

(4) The investor may not claim that he did not know about the inaccuracy or incompleteness of the information contained in the prospectus if, prior to the subscription or payment of securities:

1. information on such irregularity or incompleteness was published in any way whatsoever, accessible to the general public,

2. the irregularity or the incompleteness was eliminated with the publication of the supplement to the prospectus in accordance with Article 80 of this Act or the annual document of published information in accordance with Article 63 hereof.

(5) If the information contained in the prospectus is incomplete or inaccurate, it shall be deemed that the damage caused to the investor by reducing the value of their investment in securities in view of the purchase price paid is the result of such incomplete or inaccurate information unless the responsible person is able to prove that there is no such causal connection.

(6) Notwithstanding the third paragraph hereunder, civil liability attaches to those persons who have prepared only the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus.

Article 59

(Omission of data on the final offer price and amount in the prospectus)

(1) If the final offer price and amount of securities which will be offered to the public cannot be included in the prospectus, the issuer or the offeror must:

1. disclose in the prospectus:

- the highest amount of the final offer price and may also disclose the criteria or conditions on the basis of which the final offer amount of securities will be determined and

- the criteria or conditions on the basis of which the final offer amount of securities will be determined,

2. or ensure that the investors have the right to withdraw from the statement on accepting the offer or subscribing the securities in the period which may not be shorter than two business days after the publication of the final offer price and the amount of securities.

(2) In the case referred to in the first paragraph hereunder, the issuer or the offeror must inform the agency or the supervisory authority of another Member State, which is the home Member State of the issuer, of the final offer price and amount of securities and publish such information in line with the first paragraph of Article 74 hereof.

Article 60

(Omission of individual pieces of information with the permission of the agency)

(1) The agency allows the issuer, offeror or the person demanding admission of securities to trading on a regulated market, upon their request, to omit from the prospectus certain pieces of

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information it must otherwise contain pursuant to the other provisions of this Act and the Regulation 809/2004, provided that the information meets one of the following criteria:

1. disclosure of information would be contrary to public interest,

2. disclosure of such information would be seriously detrimental to the issuer, provided that the omission would not be likely to mislead the public with regard to facts and circumstances essential for an informed assessment of the issuer, offeror or guarantor, if any, and of the rights attached to the securities to which the prospectus relates; or

3. such information is of minor importance only for a specific offer or admission to trading on a regulated market and is not such as will influence the assessment of the financial position and prospects of the issuer, offeror or guarantor, if any.

(2) The agency shall prescribe the details of the conditions referred to in the first paragraph hereunder.

(3) Based on the regulation stipulated by second paragraph hereunder, the agency must comply with the regulation or transpose the regulation by means of another implementing act issued by the Commission on the basis of the fourth paragraph of Article 8 of the Directive 2003/71/EC.

Article 61

(Omission of other individual pieces of information)

If the information required to be included in the prospectus in accordance with the Regulation 809/2004 is exceptionally inappropriate for the area of operations or the legal form of the issuer or the securities to which the prospectus relates, the prospectus must instead contain equivalent information, if available.

Article 62

(Validity of a prospectus, base prospectus and registration document)

(1) The prospectus for the public offer of securities or the admission to trading on a regulated market shall be valid for a period of 12 months following the date of publication, provided that it was supplemented in accordance with Article 80 of this Act with the latest information on the issuer and the securities offered to the public or admitted to trading on a regulated market.

(2) A previously filed base prospectus for the offering programme shall be valid up to 12 months following the day of publication.

(3) For debt securities referred to in Point 2 of the first paragraph of Article 56 of this Act, the prospectus shall be valid until the issuing of the relevant securities in a continuous or repeated manner is completed.

(4) The registration document from Point 1 of the second paragraph of Article 55 hereof shall be valid for 12 months after it was filed to the agency, provided that it had been supplemented in accordance with Article 63 of this Act.

(5) A valid prospectus shall be composed of the following valid documents:

1. registration document from the fourth paragraph hereunder,

2. description of securities, if supplemented in accordance with Article 65 of this Act, and

3. the document with the summary of the prospectus.

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Article 63

(Annual document of published information)

(1) The issuer whose securities have already been admitted to trading on a regulated market must produce, at least once a year, a document containing or referring to the information published or made available to the public in the last 12 months in the Republic of Slovenia or one or more other Member States or third countries in order to fulfil its liabilities based on the EU regulations or the regulations of individual countries concerning securities, issuers and regulated markets.

(2) The issuer from the first paragraph hereunder must include in the document at least the information to be disclosed in the annual report pursuant to ZGD-1 and the information to be disclosed pursuant to the provisions of Chapter 3 hereof.

(3) The issuer must file the document referred to in the first paragraph hereunder to the agency within 20 business days following the publication of its annual report in accordance with the first paragraph of Article 110 hereof.

(4) If the document from the first paragraph hereunder refers to the information, it must state where such information can be obtained.

(5) The first paragraph hereunder shall not apply to issuers of debt securities whose denomination per unit amounts to at least 50,000 euros.

(6) The issuer must publish the document from the first paragraph hereunder in a manner stipulated by the Regulation 809/2004.

Article 64

(Incorporation in the prospectus by reference)

(1) Information may be incorporated in the prospectus by reference to one or more previously or simultaneously published documents that have been approved by the agency or the supervisoryauthority of the home Member State of the issuer or filed with it pursuant to Article 63 hereof. The information from the first sentence of this paragraph must be the same as that last made available to the issuer.

(2) The summary of the prospectus may not include information by reference pursuant to the first paragraph hereunder.

(3) If information is included in the prospectus by reference pursuant to the first paragraph hereunder, the prospectus must contain the appropriate table with cross-references that enable the investor to easily identify individual elements of the information.

(4) The type of information referred to in the first paragraph hereunder and the method of their inclusion in the prospectus by reference must be in accordance with the provisions of the Regulation 809/2004.

Article 65

(Special rules for divided prospectus)

(1) The issuer whose registration document has already been approved by the agency or the supervisory authority of another Member State, which is the issuer’s home Member State, must only provide a description of securities and a document containing the summary of the prospectus for the offer of securities or their admission to trading on a regulated market.

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(2) In the case referred to in the first paragraph hereunder, the description of securities must also comprise the information that would otherwise be contained in the registration document, if any changes or events occurred after the last update of the registration document pursuant to Article 80 hereof that could impact the assessment of the investors.

(3) In the case referred to in the first paragraph hereunder, a special approval must be obtained for the description of securities and the document containing the summary.

(4) If the issuer filed the application for the approval of the registration document and such application has not yet been decided on, all documents forming the divided prospectus, including he latest information from the second paragraph hereunder, shall be subject to approval.

2.4 Approval of the prospectus

Article 66

(Application of Section 2.4)

(1) The provisions of Section 2.4 referring to the approval of the prospectus shall apply mutatis mutandis also to the approval of the base prospectus.

(2) The provisions of Section 2.4 referring to the approval of the prospectus shall apply mutatis mutandis also to the approval of individual documents of the divided prospectus. In the case referred to in the first sentence of this paragraph, the prospectus shall be approved if all the documents that form a valid prospectus pursuant to the fifth paragraph of Article 62 hereof are approved.

Article 67

(Competence and responsibility of the agency to decide on the approval of the prospectus)

(1) The agency shall be competent and responsible to decide on the approval of the prospectus concerning securities in respect of which the home Member State of the issuer is the Republic of Slovenia, pursuant to Article 38 hereof.

(2) The agency shall not be liable for the truthfulness and completeness of information stated in the prospectus that it approved.

Article 68

(Transfer and assumption of competence and responsibility to decide on the approval of the prospectus)

(1) The agency may transfer its competence and responsibility to decide on the approval of the prospectus to a supervisory authority of another Member State, subject to the latter’s consent, or assume such competence and responsibility from such supervisory authority.

(2) The agency must inform the applicant for the approval of the prospectus about the transfer of competence under the first paragraph hereunder within three business days following the conclusion of the appropriate agreement with the supervisory authority of such other Member State and no later than within the deadline specified in the first paragraph of Article 71 hereof.

(3) In the case referred to in the first paragraph hereunder, the deadline for deciding on the application for the approval of the prospectus referred to in the first paragraph of Article 71 hereof shall start on the day of the notification from the second paragraph hereunder.

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Article 69

(Eligible applicant for the approval of the prospectus)

(1) The approval of the prospectus for the sale of securities to the public can be requested by the issuer or the offeror, if different from the issuer.

(2) The approval of the prospectus for the admission of securities to trading on a regulated market can be requested by the issuer or another person eligible to demand such admission in accordance with the rules applying to that regulated market.

Article 70

(Request for the approval of the prospectus)

(1) The request for the approval of the prospectus must be accompanied by the prospectus to be approved.

(2) If the request relates to the approval of the prospectus for the first sale of securities to the public, it must be accompanied by a valid decision of the competent body of the issuer on the issue.

(3) If the request relates to the approval of the prospectus for the public sale of securities issued by a local community, it must be accompanied by an approval of the ministry responsible for finance for such issue in accordance with the provisions on public finance.

Article 71

(Deadlines for adopting a decision on the approval of the prospectus)

(1) The agency must serve to the applicant a decision on the request for the approval of the prospectus within the following deadlines:

1. if the prospectus which is the subject of the request relates to securities of the issuer that has not yet issued securities that would be admitted to trading on a regulated market nor offered them to the public: within 20 business days of receipt of request,

2. in other cases: within ten business days of receipt of request.

(2) If the prospectus is not drawn up in accordance with Chapter 2 of this Act or if the request is incomplete for other reasons, the agency must issue the decision ordering appropriate correction or supplementation (hereinafter: corrective decision) within ten days of receiving the request.

(3) If the agency issues a corrective decision within the deadline specified in the second paragraph, the deadline from the first paragraph shall start again:

1. if the applicant corrects or supplements the prospectus or the request within the deadline specified in the corrective decision: on the day the agency receives such supplementation,

2. in other cases: on the day of expiry of the deadline for the supplementation, stipulated in the corrective decision.

Article 72

(Deciding on the request for the approval of the prospectus)

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(1) The agency shall issue a decision on the approval of the prospectus if the request for such approval was submitted by an eligible applicant and if the prospectus is drawn up in accordance with Chapter 2 hereof.

(2) The agency shall reject the request for the approval of the prospectus if the prospectus is not drawn up in accordance with Chapter 2 of this Act and if the applicant failed to appropriately correct or supplement the prospectus within the deadline set in the corrective decision.

(3) Notwithstanding the first paragraph hereunder, the agency shall also reject the request for the approval of the prospectus in the following cases:

1. if the request relates to the approval of the prospectus for a public sale of securities and the decision on their issue is void or has been annulled,

2. if the applicant is the issuer whom the agency issued a supervision measure due to the violation of obligations stipulated by Chapter 3 hereof which the issuer has not yet remedied.

(4) The agency shall refuse to approve the prospectus in the following cases:

1. if the request was filed by an ineligible applicant,

2. if the request is incomplete for reasons other than the inaccuracy or incompleteness of the prospectus and the applicant failed to appropriately correct or supplement the prospectus within the deadline set in the corrective decision, or

3. if other procedural assumptions for adopting a decision on the request have not been fulfilled.

(5) If the request relates to the approval of the prospectus for the admission of securities to trading on a regulated market, and securities which are subject to the request have not been issued in book-entry form, the Agency can decide on the request for the approval of the prospectus for the admission of securities to trading on a regulated market with a suspensive condition, which shall be fulfilled when the securities are issued in book-entry form.

2.5 Publication of the prospectus and supplements and advertising

Article 73

(Obligation to file and publish the prospectus)

(1) When the prospectus is approved, the issuer, offeror or the person demanding admission of securities to trading on a regulated market must file the final prospectus to the agency in the electronic form, publish it and inform the agency on the method of publication.

(2) Issuer, offeror or the person demanding admission of securities to trading on a regulated market must fulfil the obligation referred to in the first paragraph hereunder as soon as possible and in no case later than:

1. six business days prior to the expiry of the deadline for accepting the offer:

- if the subject of the first offer to the public is the class of shares not admitted to trading on a regulated market and the admission of which to trading on a regulated market is demanded for the first time, and

- if the deadline for accepting the bid is shorter than six business days,

2. in other cases: from the day of the beginning of the offer of securities to the public or the admission of securities to trading on a regulated market.

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Article 74

(The manner of publishing the prospectus)

(1) Issuer, offeror or the person demanding admission of securities to trading on the regulated market shall be deemed to fulfil the obligation referred to in the first paragraph of Article 73 hereof by making the prospectus available to the public in one of the following manners:

1. with the publication in a daily newspaper sold on the entire or almost entire territory of the Republic of Slovenia and another Member State, if securities are offered to the public also in that Member State or if they are asked to be admitted to the regulated market of such Member State,

2. in a printed form of the prospectus available to public free of charge:

- in the premises of the market operator to which the securities will be admitted to trading, or

- in the premises at the business address of the issuer and all the branches of the financial intermediaries that provide services and activities related to the placing or selling and payment of securities,

3. in the electronic form on public websites of the issuer and the financial intermediaries, if sold to the public through financial intermediaries,

4. in the electronic form on the public websites of the regulated market to which the securities are asked to be admitted,

5. in the electronic form on the public websites of the agency if it provides such service in accordance with the third paragraph hereunder.

(2) The agency must publish on its public websites the list of all prospectuses it approved in the last 12 months. The list referred to in the first sentence of this paragraph must be formed in such a way as to enable the internet connection to the public websites from Points 3 and 4 of the first paragraph hereunder, if the publication of the prospectus is provided in such a manner and if the prospectus is not also published in the electronic form on public websites of the agency according to the third paragraph hereunder.

(3) The agency may also provide the service of publishing the prospectus on its websites, against the payment of a fee specified in the agency’s tariff, to the issuers, offerors or the persons demanding admission of securities to trading on the regulated market.

(4) The manner of publishing the prospectus and the list of prospectuses must also be in accordance with the provisions of the Regulation 809/2004.

Article 75

(Alignment of the publication with the approved prospectus)

The published text and the drawing up of the prospectus and potential supplements to the prospectus must always be identical as the original text and the drawing up of the prospectus and potential supplements to the prospectus as approved by the agency.

Article 76

(Special rules for the publication of divided prospectus and prospectus including information by reference)

(1) If the prospectus is divided or if the information is included by reference, these documents or information may be published separately if their availability to public is guaranteed free of charge in accordance with the first paragraph of Article 74 hereof.

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(2) Each document referred to in the first paragraph of this Article must also contain the information where other documents composing the prospectus may be obtained.

Article 77

(Special rules for the prospectus published in the electronic form)

If the prospectus is published in the electronic form, the issuer, offeror or the person demanding admission of securities to trading on the regulated market or the financial intermediary placing or selling the securities, must send or deliver to the applicant, upon the latter’s request and free of charge, a printed copy of the prospectus.

Article 78

(Advertising)

(1) Every form of advertising or publicising (hereinafter: advertisement) relating to the public offer of securities or their admission to trading on a regulated market must be in compliance with the rules stipulated in the second to seventh paragraph hereunder. The second to fourth paragraph hereunder shall only apply if the issuer, offeror or the person demanding admission of securities to trading on the regulated market is obliged to publish a prospectus hereunder.

(2) Advertisement must state that a prospectus has been or will be published and indicate where investors are or will be able to obtain a copy.

(3) The advertisement must be clearly recognisable as such. The information contained in an advertisement shall not be inaccurate, or misleading. It must also be compliant with the information contained in the previously published prospectus or in accordance with the information that must be contained in the prospectus, if it has not yet been published.

(4) Each piece of information relating to the public offer of securities or their admission to trading on a regulated market must be compliant with the information contained in the prospectus, regardless of whether it was given orally or in writing and even though it was not intended for advertising or publicizing.

(5) If a prospectus need not be published pursuant to this Act, the issuer or the offeror must provide the information related to the offer, that was disclosed to individual investors, also to all other qualified investors or special categories of investors to which the offer is addressed, including information disclosed at the meetings with investors.

(6) Information referred to in the fifth paragraph hereunder, disclosed in relation to the offer for which a prospectus must be published, must be included in the prospectus or the supplement to the prospectus in accordance with Article 80 of this Act.

(7) Moreover, the advertising shall comply with the provisions set out in the Regulation 809/2004.

Article 79

(Subscription and payment of securities in the public offer outside the stock exchange market)

(1) If the sale of securities to the public is carried out outside the stock exchange market, their subscription must be carried out by persons authorised in the Republic of Slovenia in accordance with this Act to provide investment services from Points 6 or 7 of the first paragraph of Article 8 hereof or from Point 6 of the first paragraph of Article 10 of this Act authorised by the issuer to provide these services.

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(2) The payments of securities from the first paragraph hereunder may be performed either with the persons from the first paragraph of this Article or with the providers of payment transactions in line with the Act regulating payment transactions.

Article 80

(Supplement to the prospectus)

(1) If a new significant factor occurs in the period from the approval of the prospectus to the closing of the public offer of securities or the beginning of their trading on a regulated market or if a major irregularity or incompleteness is found in the said period about the information contained in the prospectus that could impact the assessment of securities, the issuer, offeror or the person demanding admission of securities to trading on the regulated market must supplement the prospectus with the relevant information on such issue in the form of a supplement to the prospectus (hereinafter: supplement to the prospectus).

(2) The supplement to the prospectus must be approved by the agency or a supervisory authority of another Member State which is the home Member State of the issuer. The provisions of this Act concerning the approval of the prospectus shall apply mutatis mutandis to the approval of the supplement to the prospectus with the exception of the deadline referred to in the first paragraph of Article 71 hereof which shall be reduced to seven business days after receiving the request.

(3) The issuer, offeror or the person demanding admission of securities to trading on a regulated market must publish the supplement to the prospectus in the same manner as they published the prospectus.

(4) If necessary, taking into account the new information included in the supplement to the prospectus, the issuer, offeror or the person demanding admission of securities to trading on a regulated market must also publish the appropriate supplement to the summary of the prospectus and its translation in accordance with the first to third paragraph hereunder.

(5) The investor that purchased or subscribed securities prior to the publication of the supplement to the prospectus on the basis of the offer of securities to the public from the first paragraph hereunder shall have the right to withdraw from the offer or the sales contract concluded on the basis of subscription or acceptance of the offer. The investor may exercise this right within the deadline specified in the supplement to the prospectus which may not be shorter than two business days from the publication of the supplement to the prospectus.

Article 81

(Issuer’s obligations arising from issued securities)

The issuer with the registered office in the Republic of Slovenia that carried out the first sale of securities on the basis of the public offer in relation to which a prospectus must be published in accordance with the provisions of Chapter 2 hereof or that demanded admission of their securities to trading on a regulated market must issue the securities subject of such offer or request as book-entry securities registered in the central register.

2.6 Special rules for public offer and admission to trading on a regulated market in several Member States

Article 82

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(1) Section 2.6 of this Act shall apply to:

1. the offer of securities to the public in the Republic of Slovenia and the requests for the admission of securities to trading on the stock exchange market, in relation to which the Republic of Slovenia has the status of the home Member State of the issuer or the host Member State, and

2. the offer of securities to the public and the requests for the admission of securities to trading on a regulated market in another Member State, in relation to which the Republic of Slovenia has the status of the home Member State of the issuer.

(2) For the offers or requests referred to in the first paragraph hereunder other sections of Chapter 2 hereof shall apply in the Republic of Slovenia unless otherwise stipulated by Section 2.6 hereof.

Article 83

(The effect of the approval of the prospectus by the supervisory authority of the home Member State of the issuer)

(1) The prospectus and the potential supplement to the prospectus approved by the supervisory authority of the home Member State of the issuer, shall, in the Republic of Slovenia, have the effect of a prospectus approved in accordance with this Act, provided that the agency as the supervisory authority of the host Member State has been informed in accordance with Article 84 hereof.

(2) If the agency finds out that significant factors or major errors have, referred to in the first paragraph of Article 80 hereof, occurred in respect of the offer or the request pursuant to Article 82 hereof, concerning the information included in the prospectus from the first paragraph hereunder, it must inform the supervisory authority of the home Member State of the issuer thereof.

Article 84

(Notice of approval of the prospectus)

(1) If the Republic of Slovenia is the home Member State of the issuer, the agency must, upon the request of the issuer or the person responsible for compiling the prospectus, send a notice to the supervisory authority of the host Member State on the approval of the prospectus (hereinafter: the notice of approval of the prospectus) to which it must attach the following:

1. a certificate of approval of the prospectus which comprises the approval that the prospectus has been drawn up in accordance with the provisions of the directive 2003/71/EC,

2. a copy of the prospectus to which the notice of approval of the prospectus relates and

3. if required by article 85 hereof, also a translation of the document with the summary of the prospectus, the publication of which is the responsibility of the issuer or the person in charge of compiling the prospectus.

(2) If information stipulated by Articles 60 or 61 hereof is omitted from the prospectus, this must be stated in the certificate of approval of the prospectus and its explanation.

(3) The notice of approval of the prospectus must be sent by the agency within the following deadlines:

1. if the request from the first paragraph hereunder was filed together with the request for the approval of the prospectus: the next business day after the issue of the decision on the approval of the prospectus,

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2. in other cases: within three business days after receiving the request from the first paragraph hereunder.

(4) Paragraphs 1, 2 and 3 hereunder shall apply mutatis mutandis to the notice of approval of the supplement to the prospectus.

Article 85

(Use of language in the prospectus)

(1) If the Republic of Slovenia is the home Member State of the issuer and the securities are offered to the public only in the Republic of Slovenia, or requested to be admitted to trading only on the stock exchange market, the prospectus must be drawn up in the Slovene language.

(2) If the Republic of Slovenia is the home Member State of the issuer and the securities are offered to the public only in another Member State and not also in the Republic of Slovenia, or requested to be admitted to trading only on a regulated market of another Member State and not also on the stock exchange market, the issuer, offeror or the person demanding admission of securities to trading on a regulated market shall draw up the prospectus either in the language recognized by the supervisory authority of the host Member State or the language customary in the sphere of international finance.

(3) In the case specified in the second paragraph hereunder, the issuer, offeror or the person demanding admission of securities to trading on a regulated market must, for the needs of the agency in the procedure of approving the prospectus, draw up a prospectus either in the Slovene language or the language customary in the sphere of international finance.

(4) If the Republic of Slovenia is the home Member State of the issuer and the securities are offered to the public in the Republic of Slovenia and in another Member State, or requested to be admitted to trading on a regulated market of another Member State and on the stock exchange market, the issuer, offeror or the person demanding admission of securities to trading on a regulated market must draw up the prospectus in the Slovene language. They must ensure that the prospectus is available to the public either in a language accepted by the supervisory authorities of each host Member State or in a language customary in the sphere of international finance.

(5) If the Republic of Slovenia is in the position of a host Member State and the prospectus is not drawn up in the Slovene language, the agency may request from the issuer, offeror or the person demanding admission of securities to trading on the stock exchange market to provide adequate translation of the summary of the prospectus in the Slovene language.

(6) If the subject of the request for admission to trading on a regulated market in one or more Member States are debt securities denominated to at least 50,000 euros each, the issuer, offeror or the person demanding admission of securities to trading on a regulated market must draw up the prospectus either in the languages recognized by the supervisory authorities of the home Member State or the host Member States or the language customary in the sphere of international finance.

2.7 Special rules for securities of third country issuers

Article 86

(Application of Chapter 2 for securities of third country issuers)

(1) Section 2.7 hereof shall apply to the offer of securities by a third country issuer to the public in the Republic of Slovenia and the request for the admission to trading on the stock exchange market

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of such securities, in relation to which the Republic of Slovenia has the position of the home Member State of the issuer, and Article 87 also in the case the Republic of Slovenia is a host Member State.

(2) For the offers or requests referred to in the first paragraph hereunder other sections of Chapter 2 hereof shall apply in the Republic of Slovenia unless otherwise stipulated by Section 2.7 hereof.

Article 87

(Authorised investment firm)

(1) A third country issuer, an offeror intending to offer such issuer’s securities in the Republic of Slovenia or an applicant for the admission of such issuer’s securities to trading on the stock exchange market must authorise, for all the activities related to the public offer or admission to trading on the stock exchange market, a person authorised hereby to perform investment services in the Republic of Slovenia as specified in Points 6 or 7 of Article 8 hereof (hereinafter: authorised investment firm).

(2) The authorised investment firm shall be jointly and severally liable the fulfilment of obligations stipulated by Chapter 2 hereof and for any damages arising from the violation of these obligations together with the person that authorised it under the first paragraph hereunder.

Article 88

(Deciding on the approval of a prospectus of a third country issuer)

(1) The agency may also approve a prospectus relating to securities of a third country issuer and is drawn up in accordance with the laws of the third country, provided that the following conditions are met:

1. the prospectus is drawn up in line with the international standards determined by the international organisation of authorities competent for the supervision of securities, including the standards on the publication of information of the IOSCO (International Organisation of Securities Commissions),

2. in terms of the information contained, the prospectus meets the requirements equal to those specified herein also in terms of financial information.

(2) When deciding on the approval of the prospectus from the first paragraph hereunder, the agency must also take into account the implementing act issued by the Commission on the basis of the third paragraph of Article 20 of the Directive 2003/71/EC.

2.8 The agency’s supervision over the fulfilment of obligations stipulated by Chapter 2 of this Act

Article 89

(Competence and responsibility of the agency for the supervision)

(1) The agency shall be competent and responsible for the supervision over the fulfilment of obligations stipulated by Chapter 2 hereof in the public offers of securities or the requests for admission to a regulated market in respect of which the Republic of Slovenia is the home Member State of the issuer.

(2) The agency shall also be competent and responsible for the supervision over the fulfilment of obligations stipulated by Chapter 2 hereof in the public offers of securities or the requests for

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admission to a regulated market in respect of which the Republic of Slovenia is the host Member State of the issuer in the scope stipulated by Article 96 hereof.

Article 90

(Purpose of supervision)

The agency exercises supervision in order to verify if the issuer, offeror or the person demanding admission of securities to trading on a regulated market and other persons are acting in compliance with Chapter 2 hereof.

Article 91

(Method of exercising supervision)

The agency shall exercise supervision over the fulfilment of obligations stipulated by Chapter 2 of this Act:

1. by monitoring, collecting and investigating the information, reports and messages of entities that, in line with this or another act, are obliged to report to the agency,

2. by conducting investigations into the business operations of the issuer and its parent undertakingand subsidiaries,

3. by issuing supervisory measures referred to in Article 93 and the second paragraph of Article 95 of this Act.

Article 92

(Request of the agency for the submission of information)

In order to verify and assess if the issuer, offeror or the person demanding admission of securities to trading on a regulated market are acting in compliance with Chapter 2 hereof, the agency may:

1. request from the issuer, offeror or the person demanding admission of securities to trading on a regulated market or its parent undertaking and subsidiaries to submit the information and documents required for such verification and assessment,

2. request from the auditors and the managers of the issuer, offeror or the person demanding admission of securities to trading on a regulated market or the financial intermediaries that provide services related to the offer of securities to submit the information required for such verification and assessment.

Article 93

(Supervisory measures related to the public offer and the request for admission to trading on a regulated market)

(1) In relation to the public offer and the request for admission to trading on a regulated market, the agency may request from the issuer, offeror or the person demanding admission of securities to trading on a regulated market to include additional information in the prospectus, if this is necessary in order to protect the investor’s interests.

(2) If the agency reasonably suspects that the provisions of Chapter 2 hereof have been violated, it may:

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1. stop the offer of securities to the public or the admission of securities to trading on the regulated market temporarily and for a maximum of ten consecutive business days,

2. prohibit or suspend advertisements for a maximum of ten consecutive business days and

3. demand from the market operator to suspend trading in securities on such market for a maximum of ten consecutive business days.

(3) In relation to the public offer of securities and the request for admission to trading on a regulated market the agency may impose the following supervisory measures:

1. prohibit a public offer of securities if it finds that the provisions of Chapter 2 hereof have been infringed or if it has reasonable grounds for suspecting that they would be infringed,

2. prohibit trading in securities on a regulated market if the provisions of Chapter 2 hereof have been infringed,

3. make public that the issuer failed to meet its obligations stipulated by Chapter 2 hereof.

Article 94

(Investor’s right to withdraw from the subscription or acceptance of securities offered to the public)

(1) If the agency issued a supervisory measure from Point 1 of the second paragraph or Point 1 of the third paragraph of Article 93 hereof in respect of the offer of securities to the public, the investor that purchased or subscribed securities prior to the announcement of such supervisory measure on the basis of the offer of securities to the public from the first paragraph hereunder shall have the right to withdraw from the offer or the sales contract concluded on the basis of subscription or acceptance of the offer. The investor may exercise this right within five business days from the publication of the agency’s supervisory measure.

(2) In the publication of a supervisory measure, the agency must instruct the investors on the right referred to in the first paragraph hereunder.

Article 95

(Supervision after the admission of securities to trading on a regulated market)

(1) After the admission of securities to trading on a regulated market, the agency may inspect the issuer’s or its parent’s or subsidiaries’ operations in the Republic of Slovenia, if this is deemed necessary in order to verify and assess if the issuer is acting in accordance with Chapter 2 hereof.

(2) After the admission of securities to trading on a regulated market, the agency may also impose the following two supervisory measures:

1. require the issuer to disclose all material information which may have an effect on the price of the securities admitted to trading on regulated markets in order to ensure investor protection or the smooth operation of the market,

2. require the issuer to suspend the securities from trading if, in its opinion, the issuer's situation is such that trading would be detrimental to investors' interests.

Article 96

(Supervisory measures, if the Republic of Slovenia is a host Member State)

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(1) Should the agency establish during the supervision under the second paragraph of Article 89 hereof that the issuer or the institution responsible for the public offer of securities acts contrary to Chapter 2 hereof, it should inform the home Member State of the issuer thereof.

(2) If despite the measures imposed by the supervisory authority of the home Member State of the issuer or the fact that such measures are insufficient, the violations from the first paragraph hereunder are not eliminated, the agency may, after informing the supervisory authority of the home Member State of the issuer impose appropriate measures necessary for protecting the interests of the investors.

(3) The agency must immediately inform the Commission of the measures referred to in the second paragraph hereunder.

Article 97

(Co-operation with other supervisory authorities)

(1) The agency must co-operate with the supervisory authorities of the other Member States whenever this is necessary for the implementation of its competences and responsibilities regarding the supervision of the compliance with Chapter 2 hereof.

(2) The agency must provide adequate assistance to the supervisory authorities of other Member States in the exercising of their competences and responsibilities regarding the supervision over the compliance with the provisions adopted in the scope of the transposition of Directive 2003/71/EC into the legislation of the Member State.

(3) In particular, the agency shall be required to co-operate with the supervisory authorities of the Member States if:

1. the issuer has more than one home Member State due to the issuing of different types or classes of securities, or

2. the competence and responsibility for the approval of the prospectus has been transferred in accordance with Article 68 of this Act.

(4) If suspension has been requested or a prohibition of trading in securities traded on the regulated markets of several Member States, the agency must co-operate with the supervisory authorities of these Member States due to appropriate alignment of different places of trading and protection of investors’ interests.

(5) If the Republic of Slovenia is the home Member State of the issuer, the agency must, upon the request of the supervisory authority of the host Member State, provide the required assistance in view of the scope in which the issue has been investigated, especially regarding the new types or rare forms of securities.

(6) If the Republic of Slovenia is the host Member State of the issuer, the agency must, upon the request of the supervisory authority of the home Member State, provide the required information on all the specifics typical for the markets in the Republic of Slovenia.

Article 98

(Co-operation with the operators of the regulated markets)

The agency may consult the market operators, especially if it has to decide on the temporary suspension or prohibition of trading on the regulated market.

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Chapter 3: OBLIGATION TO DISCLOSE THE REGULATED INFORMATION

3.1 The basic rules on the obligations of public companies

Article 99

(Public company)

Public company is an issuer whose securities have been admitted to trading on the regulated market in the Republic of Slovenia or another Member State.

Article 100

(Creation and termination of the obligation to disclose regulated information)

(1) The obligations to disclose regulated information, specified in Chapter 3 hereof shall arise upon the admission of securities to trading on a regulated market.

(2) The obligations to disclose regulated information, specified in Chapter 3 hereof shall cease:

1. in relation to debt securities upon the admission of such securities to trading on a regulated market they arose: upon the maturity of all obligations contained in such securities,

2. in relation to all securities upon the admission of such securities to trading on a regulated marketthey arose: upon withdrawal of such securities from trading on all regulated markets in the EU.

Article 101

(Conclusion on the withdrawal of shares from a regulated market)

(1) A general meeting of shareholders of a public company with the registered office in the Republic of Slovenia may adopt a conclusion on withdrawal of shares or other equity securities from trading on a regulated market (hereinafter: the conclusion on the withdrawal of shares from a regulated market).

(2) A ¾ majority of initial capital of the company, or higher, if so stipulated by the companies' articles of association, shall be required for adopting a conclusion on the withdrawal of shares from the regulated market. When calculating the size of the capital majority, the company’s own shares shall be subtracted from the capital.

(3) The announcement of the withdrawal of shares from the regulated market shall only be a correct item on the agenda of the general meeting of shareholders referred to in the first paragraph hereunder if it includes the statement of the company by means of which it offers to the shareholders that oppose the withdrawal, to take over their shares against the payment of appropriate cash compensation, which is recorded in the minutes.

(4) The conclusion on the withdrawal of shares from the regulated market shall state the registered name of the company and set out the other characteristics that are necessary for the withdrawal.

(5) Each shareholder who registered an objection at the general meeting against the conclusion on the withdrawal of shares from the regulated market may require the company to take over their shares against payment of appropriate cash compensation. This right shall also be enjoyed by a shareholder who did not attend the general meeting if they were unlawfully prevented from attending the general meeting or if the general meeting was not correctly convened or if the subject put to a decision at the general meeting was not correctly published.

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(6) A general meeting conclusion on the withdrawal of shares from the regulated market may not be contested on the grounds of the reason that the cash compensation offered by the company is inappropriate or that no cash compensation was offered.

(7) The provisions of Article 603 of the ZGD-1 shall apply mutatis mutandis to the right to cash compensation. If action has been filed to contest the conclusion on the withdrawal of shares from the regulated market or to have it declared null the period for filing an application to have appropriate monetary compensation determined shall begin to run on the day a court ruling refusing the claim becomes final or on the day the action is withdrawn.

(8) The conclusion on the withdrawal of shares from the regulated market shall be entered in the Companies Register and shall enter into effect:

1. if adopted by a majority of at least 9/10 of the company’s initial capital: on the day of entering the conclusion in the Companies Register unless the conclusion stipulates that it shall take effect only after the expiry of a certain period of time after the day of entering the conclusion in the Companies Register,

2. in other cases: after the expiry of one year following the entry of the conclusion in the Companies Register.

(9) The public company must inform the stock exchange or the operator of another regulated market on which the shares are withdrawn from trading about the entry of the conclusion on the withdrawal of shares from the regulated market in the Companies Register on the next business day following the receipt of such conclusion.

(10) The first to ninth paragraphs of this Article shall also apply:

1. if the shares are withdrawn from trading on one regulated market and admitted to trading on another regulated market, or

2. if the shares are withdrawn from trading on one of several regulated markets to which they have been admitted.

Article 102

(Application of Chapter 3)

(1) Chapter 3 hereof shall apply to the disclosure of regulated information of public companies the home Member State of which is the Republic of Slovenia,

(2) The home Member State of a public company in relation to the issue of debt securities whose denomination per unit amounts to less than 1,000 euros or an amount in other currency almost equal to the amount of 1,000 euros, and in relation to the issue of shares is:

1. if the public company is an entity of a Member State: the Member State in which it has its registered office,

2. if the public company is an entity of a third country: the Member State selected pursuant to Paragraphs 3, 4 or 5 of Article 38 of this Act.

(3) In relation to the issue of other securities apart from those referred to in the second paragraph hereunder, home Member State shall be the Member State selected by the public company from among the following Member States:

1. the Member State in which the public company has its registered office, or

2. any Member State in the territory of which the securities of the public company have been admitted to trading on a regulated market.

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(4) The public company may choose only one Member State as its home Member State.

(5) If the public company under Point 2 of the second paragraph or the third paragraph hereunder chooses the Republic of Slovenia as its home Member State, it must inform thereof the agency and publish the notice of such selection in a manner stipulated hereby for the publication of regulatedinformation.

(6) Selection of the Republic of Slovenia as its home Member State under Point 2 of the second paragraph or the third paragraph hereunder shall be effective for at least three years of the day the public company informed the agency of its selection, unless all securities of such public company have been withdrawn from trading on all regulated markets of the EU prior to the expiry of this period.

(7) Host Member State means a Member State in which securities of the issuer are admitted to trading on a regulated market, if different from the home Member State.

(8) If the securities in respect of which the home Member State of the public company is another Member State are admitted only to trading on the stock exchange market, Article 136 hereof shall apply to the public company which is the issuer of such securities or the person demanding their admission to trading on the stock exchange market.

Article 103

(Exemptions from the application of Chapter 3)

(1) Chapter 3 of this Act shall not apply to the units of collective investment undertakings other than the closed-end type.

(2) Article 129 and Paragraphs 2 to 5 of Article 131 hereof shall not apply to the Republic of Slovenia and a regional or local community as an issuer of securities.

(3) Section 3.2 of this Act shall not apply to the following public companies:

1. public companies that are:

- a Member State,

- a Member State regional or local authority,

- a public international organisation with one or more Member State(s) as member(s),

- the European Central Bank or a Member State central bank,

2. public companies that only issued debt securities which were admitted to trading on a regulated market and whose denomination per unit amounts to at least 50,000 euros or an amount in other currency at least equal to the amount of 50,000 euros.

Article 104

(Shareholder, controlled undertaking and parent undertaking )

(1) Shareholder means any natural person or legal entity governed by private or public law, who holds, directly or indirectly:

1. shares of a public company in its own name and on its own account,

2. shares of a public company in its own name, but on behalf of another natural person or legal entity,

3. depositary receipts.

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(2) In the event referred to in Point 3 of the first paragraph of this Article, the holder of the depositary receipts shall be deemed the shareholder of underlying shares.

(3) Controlled undertaking shall be any undertaking:

1. in which another entity has a majority of the voting rights,

2. in which another entity is a shareholder or a partner with the right to appoint or dismiss a majority of the members of the supervisory or management bodies,

3. in which another entity is a shareholder or a partner and itself controls a majority of voting rights in line with the agreement concluded with other shareholders or partners; or

4. in which another entity has the right to exercise a prevailing influence or actually exercises a prevailing influence.

(4) Another entity as referred to in the third paragraph hereunder shall be the parent undertaking of the controlled undertaking.

(5) When judging whether the entity holds a position of a parent undertaking pursuant to Point 2 of the third paragraph hereunder, the rights of the following holders shall be added to the rights arising from shares held by such entity for its own account:

1. another controlled undertaking of this entity and

2. another entity holding shares for the account of that entity.

Article 105

(Thresholds of major holdings)

(1) The thresholds of major holdings are the holdings of voting rights in each public company which belong to each individual shareholder and represent 5, 10, 15, 20, 25 percent, 1/3, 50 or 75 percent of total voting rights in this public company.

(2) The basis for establishing a major holding shall consist of all holdings of a public company with the voting rights, including its own redeemed shares and shares the exercising of which is limited by law or the articles of association of the company in accordance with the law.

Article 106

(Regulated information)

Regulated information is every piece of information that the public company or another person that requested admission of securities to trading on a regulated market without the consent of the public company must disclose:

1. pursuant to Chapter 3 of this Act,

2. inside information pursuant to Article 386 hereof, or

3. pursuant to the provisions of another Member State adopted on the basis of the transposition of Directive 2004/109/EC into the legislation of that Member State or on the basis of the first paragraph of Article 3 of Directive 2004/109/EC.

Article 107

(Electronic means)

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Electronic means are means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio waves, optical technologies, or any other electromagnetic means of transmission.

Article 108

(Provision on regulated information)

(1) The agency shall prescribe more detailed rules for the selection of the Republic of Slovenia as the Member State of the public company pursuant to Point 2 of the second paragraph or the third paragraph of Article 102 hereof and other more detailed criteria for the application of Chapter 3 hereof.

(2) Based on the regulation stipulated by first paragraph hereunder, the agency must comply with the regulation or adequately transpose the regulation by means of another implementing act issued by the Commission on the basis of the third paragraph of Article 2 of the Directive 2004/109/EC.

3.2 Obligation to publish annual and semi-annual reports

Article 109

(Application of ZGD-1 and the EU Directives for the annual report and the auditor’s report)

(1) If a public company has its registered office in the Republic of Slovenia, Chapter 8 of Part I of ZGD-1 shall apply to the annual and consolidated annual report as well as the auditor’s report that need to be published pursuant to Section 3.2 hereof.

(2) If a public company has its registered office in another Member State or a third country, its annual and consolidated annual report as well as the auditor’s report that need to be published pursuant to Section 3.2 hereof must meet the following requirements:

1. if the company must draw up its consolidated accounts pursuant to Directive 83/349/EEC, such accounts must contain consolidated accounting statements drawn up in accordance with the Regulation 1606/2002/EC, while the annual report of its parent undertaking in the group must be drawn up in accordance with the legislation of the country in which the parent undertaking has its registered office,

2. if the company is not subject to consolidation, its audited annual report must contain accounting statements and notes to such statements drawn up in accordance with the legislation of the country of its registered office,

3. financial statements shall be audited in accordance with Article 51 and 51.a of Directive 78/660/EEC and, if the company is required to prepare consolidated accounts, in accordance with Article 37 of Directive 83/349/EEC,

4. management report shall be drawn up in accordance with Article 46 of Directive 78/660/EEC and, if the company is required to prepare consolidated accounts, in accordance with Article 36 of Directive 83/349/EEC.

(3) If the company is subject to consolidation pursuant to Article 56 of the ZGD-1 or Point 1 of the second paragraph hereunder, the rules on the obligations related to the annual and semi-annual reports stipulated by Section 3.2 hereof shall also apply to the obligations related to consolidated annual and semi-annual reports.

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Article 110

(Obligation to publish annual report and auditor’s report)

(1) A public company must publish its annual report within four months following the end of the business year and must ensure that it is publicly available for at least five years after its publication, unless a different period of public availability is stipulated by the provision of Article 116 hereof.

(2) The annual report must contain the following:

1. audited financial statements,

2. management report, and

3. statement of the members of the management and other persons of the public company responsible for drawing up the annual report, whose names and positions in the public company must be clearly disclosed, that, to their best knowledge:

- the financial statements had been drawn up in accordance with the appropriate accounting framework of reporting and that it provides a true and fair presentation of the assets and liabilities, the financial position and the profit and loss account of the company and any other companies included in the consolidation as a whole, and

- the management report gives a fair presentation of the development and results of the company’s operations and its financial position, including the description of essential risks the company and any potential other companies included in consolidation are exposed to.

(3) Together with the publication of the annual report, a public company must also publish the auditor’s report signed by the auditor responsible for the auditing of the company’s annual report in the manner referred to in the first paragraph hereunder.

Article 111

(Publication of the adoption of the annual report)

(1) If the annual report had not been adopted by the competent body of the company by the deadline specified in the first paragraph of Article 110 hereof, the public company must publish the annual report drawn up by the management of the company within the set deadline, and make a note of this in the publication.

(2) In the case referred to in the first paragraph hereunder, a public company must also publish the adopted annual report within 15 days after its adoption by the competent body of the company. If the competent body of the company does not change the annual report drawn up by the management of the company, the company may, instead of publishing the entire annual report again, only publish the information that the competent body of the company adopted its annual report in the contents prepared by the company’s management.

Article 112

(Obligation to publish the semi-annual report)

A public company must publish its semi-annual report for the first six months of its business year as soon as possible but not later than within two months after the end of this period. A public company must ensure that its semi-annual report is publicly available for at least five years after its publication, unless a different period of public availability is stipulated by the provision of Article 116 hereof.

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Article 113

(Contents of the semi-annual report)

(1) The semi-annual report must contain the following:

1. summary of financial statements,

2. interim management report and

3. statement of the members of the management and other persons of the public company responsible for drawing up the semi-annual report, whose names and positions in the public company must be clearly disclosed, that, to their best knowledge:

- the summary of financial statements had been drawn up in accordance with the appropriate accounting framework of reporting and that it provides a true and fair presentation of the assets and liabilities, the financial position and the profit and loss account of the company and any other companies included in the consolidation as a whole, and

- the interim management report gives a fair presentation of information from the sixth paragraph hereunder.

(2) If the company is subject to consolidation pursuant to Article 56 of the ZGD-1 or Point 1 of the second paragraph of Article 109 hereof, the summary of financial statements must be drawn up in accordance with the appropriate international accounting standard in interim financial reporting, adopted according to the procedure stipulated by Article 6 of the Regulation 1606/2002/EC.

(3) The summary of financial statements of public companies which are not public companies from the second paragraph hereunder must contain at least:

1. condensed balance sheet,

2. condensed profit and loss account, and

3. explanatory notes to accounts referred to in points 1 to 2 of this paragraph.

(4) In preparing the condensed balance sheet and the condensed profit and loss account, the company shall follow the same principles for recognising and measuring as when preparing the annual financial statements.

(5) Interim management report must contain at least the description of all significant business events that occurred in the first six months following the end of the previous business year and their impact on the summary of financial statements, including a description of the essential types of risks and uncertainty related to the remaining six months of the business year.

(6) Interim management report of the public company that issued shares must also contain a short description of significant transactions with related persons, drawn up in accordance with the appropriate accounting standard.

(7) If the semi-annual report has been audited, the public company must also publish the auditor’s report together with the publication of the semi-annual report in a manner specified in Article 112 hereof. The first sentence of this paragraph shall also apply to the auditor’s review.

(8) If the semi-annual report has not been audited or reviewed by auditors, a statement to that effect must be made in the semi-annual report.

Article 114

(Interim management statements)

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(1) Unless otherwise stipulated by Article 386 hereof, a public company the shares of which had been admitted to trading on a regulated market must publish an interim management statements for the periods of the first six and the second six months of the business year (hereinafter: the six-month period) until the publication of the interim management statements.

(2) The public company must publish the interim management statements within the period starting upon the expiry of the ten weeks after the end of individual six-month period and ends six weeks before the end of the relevant six-month period.

(3) The interim management statements must relate to the period from the end of each six-month period to the publication of the interim statements and must contain:

1. an explanation of material business events that have taken place during the relevant period covered by the statements and their impact on the financial position of the company and its controlled undertakings, and

2. a general description of financial position and operations of the company and its controlled undertakings in the period covered by the statements.

(4) Paragraphs one to three hereunder shall not apply to a public company that publishes quarterly reports in line with these provisions or rules on the basis of other provisions or rules of a regulated market.

Article 115

(Responsibility of correct fulfilment of the obligations of a public company)

(1) The members of the public company’ management and supervisory bodies must make sure that the public company meets all the obligations stipulated by Sections 3.2 and Articles 128 and 129 hereof.

(2) A public company and the members of its management and supervisory bodies shall be jointly and severally liable to the investors for any damages suffered by them due to incorrect fulfilment of the obligation from the first paragraph hereunder.

(3) A public company or a member of its management or supervisory body (hereinafter: management or supervisory body member) may be released from damage liability stipulated by the second paragraph hereunder if they are able to prove that they acted with due professional care when fulfilling the obligations from the first paragraph hereunder.

Article 116

(Provisions on the publication of annual and semi-annual reports)

(1) The agency may prescribe:

1. adequate different period of public availability of annual and semi-annual reports under the first paragraph of Article 110 and the first paragraph of Article 112 hereof, if necessary due to the transfer of the implementing regulation from the second paragraph hereunder,

2. detailed technical conditions under which a published annual and semi-annual reports are to remain available to the public,

3. audit specifics,

4. the minimum scope of the summary semi-annual financial statements of public companies referred to in the third paragraph of Article 113 hereof.

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(2) Based on the regulation stipulated by the first paragraph hereunder, the agency must comply with the regulation or appropriately transpose the regulation by means of another implementing act issued by the Commission on the basis of the sixth paragraph of Article 4 or the sixth paragraph of Article 5 of the Directive 2004/109/EC.

3.3 Obligations concerning the information on major holdings in a public company the shares of which had been admitted to trading on a regulated market

Article 117

(Application of Section 3.3 and 3.5)

(1) Section 3.3 hereof shall apply to public companies the shares of which had been admitted to trading on a regulated market.

(2) Section 3.3 and 3.5 of this Act shall apply mutatis mutandis to non-public companies referred to in the paragraph (2) of Article 4 of the ZPre-1.

(3) By 15 January each year, the central clearing and depository house must send the agency a list of companies that issued shares in the form of book-entry securities entered in the central register and that have at least 250 shareholders as at the last day of the previous year.

(4) Notwithstanding the first paragraph of Article 118 and the first paragraph of Article 119 hereof, the management or supervisory body member of the company referred to in the first or the second paragraph hereunder with the registered office in the Republic of Slovenia must inform the company about any change in the share of voting rights in such company even if the threshold of major holding is thereby not achieved or exceeded and even if it does not fall below an individual threshold. The provisions of Articles 123 and 134 of this Act shall apply mutatis mutandis to notification.

(5) The provisions of Section 3.3 hereof on the obligations of shareholders and holders of share options shall apply mutatis mutandis to the obligations of persons from the fourth paragraph hereunder and the provisions of Section 3.3 hereof on the publication of changes in major holdings shall apply mutatis mutandis to the publication of changes in major holdings of voting rights from the fourth paragraph hereunder.

Article 118

(The shareholders’ obligation to inform a public company on the change in major holdings)

(1) A shareholder must inform a public company about the fact that an individual threshold of a major holding has been reached or exceeded or that such holding has been reduced below the individual threshold of a major holding due to one of the following reasons:

1. on the basis of legal transactions involving acquisition or disposal of shares or other legal transactions resulting in a change in the holding of voting rights, or

2. on the basis of corporation actions of the public company or other legal facts from Article 126 hereof.

(2) The first paragraph of this Article shall not apply to:

1. shares that have been acquired solely for the settlements in the scope of the usually short settlement period, and

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2. shares held by a depositary in relation to the provision of safekeeping services, if they enable the depositary to exercise the voting rights arising from such shares only on the basis of instructions given by the person for whose account they are kept, in writing or by electronic means.

(3) The first paragraph hereunder shall not apply to the acquisitions and disposals of shares by means of which a market maker, in the scope of its operations, exceeds the five-percent threshold of a major holding or by means of which such holding falls below the five-percent threshold of a major holding, provided that the following two conditions are met:

1. the market maker is authorised by the agency or another competent supervisory authority of a Member State to provide investment services and activities, and

2. the market maker does not intervene in the management of the public company nor exerts any influence on the public company to buy such shares or back the share price.

Article 119

(The obligations of share option holders to inform on the change in major holdings)

(1) On the basis of the legal facts from the first paragraph of Article 118 hereof, the share option holders are also obliged to inform a public company on the changes in major holdings.

(2) Share option referred to in the first paragraph hereunder is a financial instrument containing a unilaterally defined entitlement by the exercise of which the option holder concludes a contract on the acquisition of previously issued shares of a public company carrying voting rights.

Article 120

(Other persons’ obligation to inform a public company on the change in major holdings)

On the basis of the legal facts from the first paragraph of Article 118 hereof, a person (hereinafter: reporting entity) entitled to acquire or dispose of or exercise the voting rights arising from shares shall also be obliged to inform a public company on the changes in major holdings, in the relevant scope, in one of the following cases or a combination thereof:

1. voting rights held by a third party with whom the reporting entity has concluded an agreement which obliges them to adopt, by concerted exercise of the voting rights they hold, a lasting common policy towards the management of the company in question,

2. voting rights held by a third party with whom the reporting entity has concluded an agreement by means of which it temporarily transferred the exercise of such rights to a third person,

3. voting rights attaching to shares that have been temporarily transferred to the reporting entity as collateral, provided that the entity controls such rights and declares the intention that they would be exercised,

4. voting rights attaching to shares to which the reporting entity has the life interest,

5. voting rights held or may be exercised by the reporting entity’s controlled undertaking in the scope of Points 1 to 4 hereunder,

6. voting rights attaching to shares that have been kept by the reporting entity, which the entity may exercise at its own discretion unless otherwise instructed by the shareholders,

7. voting rights held by a third person on its own behalf and for the account of the reporting entity,

8. voting rights that the reporting entity is entitled to exercise as a proxy at its own discretion unless otherwise instructed by the shareholders.

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Article 121

(Exemptions from the reporting obligation for ESCB members)

(1) The obligations from the first paragraph of Article 118 and Point 3 of Article 120 hereof shall not arise if the shares are transferred to an ESCB member in the scope of the duties performed by it as a central monetary authority, including the shares transferred to an ESCB member on the basis of a pledge, swap, redemption or a similar transaction aimed at ensuring liquidity for the purposes of monetary policy or in the scope of the payment system.

(2) The first paragraph hereunder shall only apply to short-term transactions, provided that the voting rights that are the subject of such transactions are not exercised.

Article 122

(Other exemptions)

(1) When assessing whether the threshold of a major holding has been achieved or exceeded, the company that is the parent undertaking of the management company, shall not be obliged to add the holdings of collective investment undertakings or other investments managed by the management company under the conditions stipulated by Directive 85/611/EEC to the holdingscarrying voting rights under Articles 118 and 120 hereof, which it holds by itself, provided that the management company exercises the voting rights arising from such holdings independently from the parent undertaking.

(2) The first paragraph of this Article shall not apply if:

1. the parent undertaking or its controlled undertaking is the holder of shares carrying voting rights managed by a management company, and

2. a management company is unable to exercise the voting rights arising from such shares at its own discretion but merely through direct or indirect instructions of the parent undertaking or its controlled undertaking.

(3) When assessing whether the threshold of a major holding has been achieved or exceeded, the company that is the parent undertaking of the investment firm entitled to provide investment services and activities under the Directive 2004/39/EC, shall not be obliged to add the holdingsarising from investments in shares with voting rights managed by this investment firm in the scope of providing the services of financial instruments management as defined in the fourth paragraph of Article 8 hereof to the holding carrying voting rights under Articles 118 and 120 hereof, which it holds by itself, provided that the following conditions are met:

1. investment firm has the appropriate licence of the supervisory authority to provide the investment services of portfolio management as defined in Point 1 of the fourth paragraph of Article 8 hereof and

2. investment firm:

- either is allowed to exercise the voting rights arising from shares carrying voting rights only on the basis of instructions given by the client for whose account they are managed, in writing or by electronic means,

- or was able to provide the appropriate conditions, by taking adequate measures, that are equal to the conditions stipulated by Directive 85/611/EEC for the portfolio management services to be provided independently of other services and activities provided by the investment firm, and

3. the investment firm exercises its voting rights independently from the parent undertaking.

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(4) The third paragraph of this Article shall not apply if:

1. the parent undertaking or its controlled undertaking is the holder of shares carrying voting rights managed by an investment firm, and

2. an investment firm is unable to exercise the voting rights arising from such shares at its own discretion but merely through direct or indirect instructions of the parent undertaking or its controlled undertaking.

Article 123

(The procedure of informing on the change in major holdings)

(1) A notice on a change in major holdings referred to in the first paragraph of Article 118 and Article 120 hereof (hereinafter: the notice on a change in major holdings) must contain:

1. the total holding of voting rights after the change that is being notified,

2. if the public company has issued more than one class of shares with voting rights, also: the total holding of voting rights for each class of such shares,

3. if the shareholding is exercised through controlled undertakings, also: the sequence of relations with such controlled undertakings,

4. the day on which the threshold of the significant share that is the subject of notification, had been achieved, exceeded or the share fell below this threshold,

5. personal name, tax identification number, permanent or temporary residence for natural persons and registered office for legal persons:- shareholder, even if such shareholder is not entitled to exercise the voting rights in the cases specified in Article 120 hereof, and

- in the cases referred to in Article 120 hereof also reporting entity entitled to exercise the voting rights on behalf of the shareholder referred to in the previous indent.

(2) A shareholder or a reporting entity must send to the public company a notice on the change in major holdings as soon as possible but no later than the fourth trading day following the day:

1. they learned of the acquisition or disposal or of the possibility of exercising voting rights, or on which, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect; or

2. they learned of the legal fact referred to in Point 2 of the first paragraph of Article 118 hereof.

(3) A shareholder or a reporting entity shall be exempted from the obligation to report if the notice was sent by its parent undertaking or the latter’s parent undertaking.

(4) Paragraphs one to three shall apply mutatis mutandis also to the obligations of the holders of share options referred to in Article 119 hereof.

Article 124

(Publishing information on the change in major holdings)

(1) A public company shall be obliged to publish the information contained in the notice on the change in major holdings as soon as possible but no later than the third trading day following the receipt of notification.

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(2) The first paragraph hereunder shall not apply if the information from the notice on the change in major holdings is published in the system for central storage of regulated information stipulated by Article 137 hereof no later than on the third trading day of the receipt of notice.

Article 125

(Publication of information on own shares of the public company)

A public company must publish the information on the change in the amount of own shares:

1. if its own shares are acquired or disposed of directly or through a person acting on its own behalf and for the account of the public company, and

2. if, as a result of such acquisition or disposal, the holding of voting rights carried by own shares of a public company reaches or exceeds five or ten percent of total shares of such public company with voting rights or falls below one of the said thresholds.

Article 126

(Notifications of changes in total number of shares carrying voting rights)

For the calculation of the thresholds of major holdings under Article 105 hereof, a public company must, at the end of each month in which the total number of shares with voting rights into which the share capital of a public company is divided or the total number of voting rights arising from such shares has changed as a result of corporate activity of the public company or any other legal fact, publish the information on such change and the new total number of voting rights.

Article 127

(Provision concerning the information on major holdings)

(1) The agency shall prescribe:

1. detailed criteria for assessing the occurrence of the obligation and exemptions arising from Article 118 hereof,

2. in respect of the notifications and information on the changes in major holdings:

- it shall determine the standard form of the notice on the change in major holdings,

- it shall define the method of determining a calendar of trading days,

- it shall specify the examples in which the shareholder or the reporting entity must inform the public company on the change in major holdings,

- it shall lay down the detailed criteria for assessing when the shareholder or the reporting entity could be informed about the acquisition or disposal,

- it shall lay down the detailed criteria on the use of exemptions from Article 122 hereof,

3. in respect of the obligations of the holders of share options:

- it shall determine more specific characteristics of financial instruments from the second paragraph of Article 119 hereof and the method of calculating the common share of voting rights for assessing the thresholds of major holdings,

- it shall determine the rules on the contents of the notice by defining the standardised form of the notice,

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- it shall determine more specific rules on the deadlines and the addressee of the notice,

4. detailed rules on the publication of information on own shares of the public company.

(2) Based on the regulation stipulated by the first paragraph hereunder, the agency must comply with the regulation or appropriately transpose the regulation by means of another implementing act issued by the Commission on the basis of the seventh paragraph of Article 9 or the eighth paragraph of Article 12, the second paragraph of Article 13 or the second paragraph of Article 14 of the Directive 2004/109/EC.

3.4 Other obligations of a public company

Article 128

(Obligation to publish information on the changes of the contents of rights arising from securities)

(1) The public company shall make public without delay any change in the rights attaching to the various classes of shares admitted to trading on a regulated market, including changes in the rights attaching to derivative securities issued by the public company itself the content of which is the option for acquiring these shares.

(2) The public company whose securities, other than shares were admitted to trading on a regulated market, shall make public without delay any changes in the rights arising from such securities, including changes which could indirectly affect those rights, especially those resulting in particular from a change in the terms and conditions for the payment of liabilities arising from such securities or in interest rates.

(3) The second paragraph hereof shall not apply to a change in an element of an interest rate that can be objectively determined and that is independent of the will of the public company, for example EURIBOR or LIBOR.

Article 129

(Obligation to publish information on new issues of debt securities)

(1) The public company shall make public without delay any information on new loan issues and especially on guarantees and other security arising from such issues.

(2) Unless otherwise stipulated by Article 10 hereof, the first paragraph hereunder shall not apply to public international organisations of which at least one Member State is a member.

Article 130

(Obligation concerning information for the holders of shares admitted to trading on a regulated market)

(1) A public company whose shares were admitted to trading on a regulated market must treat equally all the shareholders that are in equal relationship with the company.

(2) A public company must ensure that its home Member State can provide accessibility to adequate equipment and information needed for exercising the rights arising from shares and that appropriate integrity of data is guaranteed. A public company must, in accordance with the laws of the country of its registered office, enable the shareholders to exercise their rights also through a proxy.

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(3) In order to fulfil the obligation referred to in the second paragraph hereunder, a public company shall, in particular, be obliged to:

1. provide the following information in relation to each general meeting of shareholders:

- place, time and agenda of the general meeting of shareholders,

- total number of shares and voting rights; and

- the right of shareholders to participate in the general meeting of shareholders,

2. provide the shareholders with the form of the proxy for exercising their voting rights in written or, in the case referred to in the fourth paragraph hereunder, in electronic form, together with the notice on the convocation of the general meeting of shareholders or upon a request of a shareholder after publishing the convocation of the general meeting of shareholders,

3. determine a financial institution for the payment agent, through which the shareholders may exercise their property rights arising from shares, and

4. publish or send to the shareholders appropriate notices on:

- the allocation and payment of dividends, and

- the issue of new shares which also include information on the pre-emptive right and the manner of subscribing new shares, as well as on the cancellation or conversion of shares.

(4) A public company may send the information to the shareholders by using electronic means, if so stipulated by the articles of association of the public company and provided that the following conditions are met:

1. the use of electronic means may not depend on the place of registered office or residence of the shareholder or the person or in the cases from Article 120 the other person entitled to exercise voting rights;

2. appropriate identification procedures must be ensured which enable the shareholder or another person authorised to exercise voting rights to actually receive the notice;

3. in the cases from Points 1 to 5 of Article 120, the public company must ask in writing the shareholder or the person entitled to acquire, dispose of or exercise the voting rights for an authorisation to send the information through electronic channels and point out that it shall be deemed, if it fails to refuse such consent within a reasonable period of time, that such consent was given. A shareholder or another person that gave consent to be sent information through electronic channels under the terms and conditions hereunder may, at any later time, request to be sent information in written form in the future;

4. a public company shall distribute the costs arising from the sending of information via electronic channels in accordance with the principle of equal treatment of shareholders, referred to in the first paragraph hereunder.

Article 131

(Obligation concerning information for the holders of debt securities admitted to trading on a regulated market)

(1) A public company whose debt securities were admitted to trading on a regulated market must ensure that all holders of debt securities ranking pari passu are given equal treatment in respect of all the rights attaching to those debt securities.

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(2) A public company must ensure that its home Member State can provide public accessibility to adequate equipment and information needed for exercising the rights arising from debt securities and that appropriate integrity of data is guaranteed.

(3) In order to fulfil the obligation referred to in the second paragraph hereunder, a public company shall, in particular, be obliged to:

1. publish or send to the holders of debt securities appropriate notices on:

- place, time and agenda of the meeting of the holders of debt securities,

- payment of interest,

- exercising of any exchange, subscription or cancellation of rights and repayment and also on the right of the holders of debt securities to participate in such activities,

2. provide the each person entitled to vote at the meeting of the holders of debt securities with the form of the proxy for exercising their voting rights in written or, in the case referred to in the fifth paragraph hereunder, in electronic form, together with the notice on the convocation of the meeting or upon a request of such person after publishing the convocation of the meeting,

3. determine a financial institution for the payment agent, through which the holders of debt securities may exercise their property rights arising from such securities.

(4) If it is necessary to invite to the meeting of the holders of debt securities only the holders of those debt securities whose denomination per unit amounts to at least 50,000 euros or an amount in other currency at least equal to the amount of 50,000 euros upon the issue of such securities, the public company may select as the venue of the meeting any location in any Member State that can provide adequate equipment and information needed for exercising the rights of such holders.

(5) A public company may send the information to the holders of debt securities by using electronic means, if so stipulated by the meeting of the holders of debt securities and provided that the following conditions are met:

1. the use of electronic means may not depend on the place of registered office or residence of the holders of debt securities or the person entitled to exercise voting rights on behalf of the holder;

2. appropriate identification procedures must be ensured which enable the holders of debt securities to actually receive the notice,

3. the public company must ask in writing the holder of debt securities for an authorisation to send the information through electronic channels and point out that it shall be deemed, if it fails to refuse such consent within a reasonable period of time, that such consent was given. A holder of debt securities that gave consent to be sent information through electronic channels under the terms and conditions hereunder may, at any later time, request to be sent information in written form in the future;

4. a public company shall distribute the costs arising from the sending of information via electronic channels in accordance with the principle of equal treatment of the holders of debt securities, referred to in the first paragraph hereunder.

Article 132

(Regulation on the exercising of rights of the holders of securities admitted to trading on a regulated market)

(1) The agency shall prescribe more detailed rules on the manner of fulfilling the obligations and exercising of rights arising from Articles 130 and 131 hereof.

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(2) Based on the regulation stipulated by the first paragraph hereunder, the agency must comply with the regulation or appropriately transpose the regulation by means of another implementing act issued by the Commission on the basis of the fourth paragraph of Article 17 or the fifth paragraph of Article 18 of the Directive 2004/109/EC.

3.5 Other rules concerning regulated information

Article 133

(Submission of regulated information to the agency)

If a public company or another person that requested admission of securities to trading on a regulated market without the consent of the public company publishes regulated information, the contents of such notice must be submitted to the agency which must be also informed of the manner of the publication.

(2) The agency may publish regulated information submitted to it pursuant to the first paragraph hereunder on its public websites.

(3) If a public company intends to change its articles of association or the rules of the company, the proposal of such changes must be submitted, as soon as possible and in no case later than by the day of the general meeting of shareholders that will decide on the issues concerned, to:

1. the agency and

2. the operator of the regulated market to which its securities have been admitted to trading.

Article 134

(Filling the notice on the change in major holdings)

(1) A shareholder, a holder of share options and a reporting entity must file the notice on the change in major holdings pursuant to the first paragraph of Article 123 hereof to the public company as well as to the agency.

(2) A shareholder, a holder of share options or a reporting entity may decide to file the notice on the change in major holdings not in the Slovene language but in the language customary in the sphere of international finance.

(3) If the notice on the change in major holdings is written in the language customary in the sphere of international finance, the agency shall not be entitled to request a translation into the Slovene language.

Article 135

(Use of language in the publication of regulated information)

(1) If the Republic of Slovenia is the home Member State of the public company and the securities are admitted to trading only on the stock exchange market, the publication of regulated information must be in the Slovene language.

(2) If the Republic of Slovenia is the home Member State of the public company and the securities are admitted to trading on the stock exchange market and on a regulated market in another Member State, the publication of regulated information must be in:

1. the Slovene language and

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2. subject to the decision of the public company, in a language accepted by the supervisoryauthorities of the host Member State or in a language customary in the sphere of international finance.

(3) If the Republic of Slovenia is the home Member State of the public company and the securities are admitted to trading only on a regulated market of another Member State the publication of regulated information must be, subject to the decision of the public company, in the language recognized by the supervisory authority of the host Member State or in the language customary in the sphere of international finance.

(4) If, in the case referred to in the third paragraph hereunder, the public company selects a language accepted by the supervisory authorities of the host Member State, the regulatedinformation must, at its own discretion, be published either in the Slovene language or in a language customary in the sphere of international finance.

(5) If the securities were admitted to trading on a regulated market without the consent of the public company, the obligations from paragraphs one to four hereunder shall not apply to the public company but to the person demanding their admission to trading on regulated market.

(6) Notwithstanding paragraphs one to four hereunder, the publication of regulated information in the issue of securities whose denomination per unit amounts to at least 50,000 euros or an amount in other currency at least equal to the amount of 50,000 euros upon the issue of such securities must be, subject to the decision of the public company or the person that demanded the admission of securities to trading on a regulated market, either in the language recognized by the supervisory authorities of the home Member State of the public company and the host Member States or in the language customary in the sphere of international finance.

(7) If the Republic of Slovenia is a host Member State, the regulations of the home Member State of the public company shall apply to the language used for the publication of regulatedinformation.

Article 136

(Access to regulated information)

(1) A public company or a person demanding admission of securities to trading on a regulated market without the consent of the public company must:

1. publish the regulated information in a manner that enables quick access to such information on a non-discriminatory basis, and

2. submit the regulated information to the system for central storage of regulated information referred to in Article 137 hereof.

(2) A public company or a person demanding admission of securities to trading on a regulated market without the consent of the public company shall not be authorised to charge any fees to the investors for the publication of regulated information under the first paragraph hereunder.

(3) For the publication stipulated by Point 1 of the first paragraph hereunder, a public company or a person demanding admission of securities to trading on a regulated market without the consent of the public company must use a medium that guarantees sufficient reliability of the dissemination of information to the public on the entire EU territory.

Article 137

(The system for central storage of regulated information)

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(1) The agency shall establish and manage a system for central storage of regulated information by itself or appoint at least one manager to manage such system on its behalf and for its account.

(2) The system for central storage of regulated information must meet the following requirements:

1. it must be in compliance with the minimum standards of safety, reliability of the source of information, time recording and simple access by the end users, and

2. it must be aligned with the procedure for submitting the regulated information to the agency in accordance with Articles 133 and 134 hereof.

(3) The manager of the system under the first paragraph hereunder shall adopt a tariff to determine the fees for the services related to the management of the system for central storage of regulatedinformation.

(4) The manager of the system referred to in the first paragraph hereunder shall have to obtain the agency’s approval for the tariff and any amendments of such tariff under the third paragraph hereunder.

Article 138

(Regulation on the submission and access to regulated information)


1. detailed rules on the submission of information under Article 133 hereof, particularly the following:

- on the submission of information using electronic means and

- on the alignment of the annual report from Article 110 and annual supplementing of information in the prospectus under Article 63 hereof,

2. detailed rules on the access to regulated information, particularly the following:

- minimum standards regarding the place of the publication,

- minimum standards for efficient submission of regulated information,

- minimum standards for the system for central storage of regulated information.

(2) Based on the regulation stipulated by the first paragraph hereunder, the agency must comply with the regulation or appropriately transpose the regulation by means of another implementing act issued by the Commission on the basis of the fourth paragraph of Article 19 or the fourth paragraph of Article 21 of the Directive 2004/109/EC.

The agency must formulate special guidelines on the assurance of public accessibility to information that needs to be published in accordance with Chapters 2, 3 and 10 hereof, pursuant to the first paragraph of Article 22 of Directive 2004/109/EC.

3.6 Special rules for third country entities

Article 139

(Special rules for third country public companies)

(1) The agency may exempt a third country public company from the obligations stipulated by Articles 109 to 115, the first paragraph of Article 124, Article 125, Article 126 and Articles 128 to 131 hereof, provided that the law of such third country stipulates equal requirements or if the

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public company acts in accordance with the requirements of the law of such third country, which the agency deems equivalent.

(2) The obligations regarding the submission and publication of regulated information stipulated in Articles 133, 135 and 136 hereof shall apply also in the case referred to in the first paragraph hereunder.

(3) A third country public company must submit and publish all information published in a third country, even if it is not considered regulated information, also in accordance with Articles 133, 135 and 136 hereof.

Article 140

(Special rules for other third country entities)

(1)The exemption stipulated by the first paragraph of Article 122 hereof shall also apply to a third country company that would need, if it were a person of a Member State under the first paragraph of Article 5 of Directive 85/611/EEC, an authorisation of the competent supervisory authority of such Member State, provided that it meets the independence conditions equal to those of Directive 85/611/EEC.

(2)The exemption stipulated by the third paragraph of Article 122 hereof shall also apply to a third country company that would need, if it were a person of a Member State under Annex I, Section A, Point 4 to Directive 2004/39/EC, an authorisation of the competent supervisory authority of such Member State, provided that it meets the independence conditions equal to those of the third paragraph of Article 122 hereof.

Article 141

Regulation on special rules for third country entities)

(1) The agency shall stipulate detailed rules for the application of Articles 139 and hereof.

(2) Based on the regulation stipulated by first paragraph hereunder, the agency must comply with the regulation or adequately transpose the regulation by means of another implementing act issued by the Commission on the basis of Article 23 of Directive 2004/109/EC.

3.7 The agency’s supervision over the fulfilment of obligations stipulated by Chapter 3 of this Act

Article 142


(1) The agency shall be competent and responsible for the supervision over the fulfilment of obligations stipulated by Chapter 3 hereof in respect of which the Republic of Slovenia is the home Member State of the public company.

(2) The agency shall also be competent and responsible for the supervision over the fulfilment of obligations stipulated by Chapter 3 hereof in respect of which the Republic of Slovenia is the host Member State in the scope specified in Article 147 hereof.

(3) The agency shall be competent and responsible for the supervision over the implementation of the obligations stipulated by Section 3.3 hereof also in respect of the companies referred to in the second paragraph of Article 117 hereof.

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Article 143


The agency exercises supervision in order to verify if a public company or the person demanding admission of securities to trading on a regulated market without the consent of the public company a shareholder, a holder of share options and a reporting entity are acting in compliance with Chapter 3 hereof.

Article 144


The agency shall exercise supervision over the fulfilment of obligations stipulated by Chapter 3 of this Act:

1. by monitoring, collecting and investigating the information, reports and messages of entities that, in line with this or another act, are obliged to report to the agency.

2. by monitoring whether the public company publishes the information in due time and verifying the accuracy of the contents of published information,

3. by inspecting the operations of persons from Article 143 hereof in the Republic of Slovenia in the scope required in order to achieve the purpose of the supervision,

4. by issuing supervisory measures referred to in the second paragraph of Article 145 and Article 146 of this Act.

Article 145

(Request of the agency for the submission and publication of information)

(1) In order to assess whether the persons from Article 143 hereof act in accordance with Chapter 3 hereof, the agency may:

1. request from the persons from Article 143 hereof to demand from their parent undertakings, controlled undertakings and the auditors that audited the financial statements of the persons from Article 143 hereof, their parent undertakings and controlled undertakings, to submit information and documents needed for verification and assessment,

2. request from the persons from Article 143 hereof or from their managers to submit regulated information in accordance with Articles 133 or 134 hereof and, if necessary for the supervisory purposes, to submit additional information and documents.

(2) The agency may order a public company to publish information from Point 1 of the first paragraph hereunder within the deadline specified in the order. If the public company fails to comply with the order from the first sentence of this paragraph, the agency may take care of the publication of such information itself, at the expense of the public company.

(3) The submission of information and documents to the agency under Point 1 of the first paragraph hereunder does not represent a violation of the auditor’s obligation to protect confidential data under the law regulating auditing or under a contract.

Article 146

(The agency’s supervisory measures)

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The agency may impose also the following supervisory measures:

1. demand from the operator of the regulated market to suspend trading in securities on such market for a maximum of ten consecutive business days, if it reasonably suspects that the public company that issued such securities acted contrary to Chapter 3 hereof,

2. prohibit trading in securities on a regulated market if it finds that the provisions of Chapter 3 hereof have been infringed or if it has reasonable grounds for suspecting that they would be infringed,

3. announce that the persons from Article 143 hereof failed to meet their obligations stipulated by Chapter 3 hereof.

4. impose other appropriate measures needed for assuring that the public company meets its obligations to shareholders from Article 130 or to holders of debt securities from Article 131 hereof.

Article 147

(Supervisory measures, if the Republic of Slovenia is a host Member State)

(1) Should the agency establish during the supervision under the second paragraph of Article 142 hereof that the person from Article 143 hereof or acts contrary to Chapter 3 hereof, it should inform the supervisory authority of the public company’s home Member State thereof.

(2) If despite the measures imposed by the supervisory authority of the home Member State of the public company or the fact that such measures are insufficient, the violations from the first paragraph hereunder are not eliminated, the agency may, after informing the supervisory authorityof the home Member State of the public company impose appropriate measures from Article 146 hereof necessary for protecting the interests of the investors.

(3) The agency must immediately inform the Commission of the measures referred to in the second paragraph hereunder.

Article 148


(1) The agency must co-operate with the supervisory authorities of the other Member States whenever this is necessary for the implementation of its competences and responsibilities regarding the supervision of the compliance with Chapters 3 and 9 hereof.

(2) The agency must provide adequate assistance to the supervisory authorities of other Member States in the exercising of their competences and responsibilities regarding the supervision over the compliance with the provisions adopted in the scope of the transposition of Directive 2004/109/EC and Directive 2001/34/EC.

Chapter 4: PROVISION OF INVESTMENT SERVICES AND ACTIVITIES

4.1 Status structure of brokerage companies

Article 149

(Organisation as public limited company or limited liability company)

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A brokerage company must be organised in the legal form of a public limited company, European public limited company or limited liability company.

Article 150

(Application of ZGD-1 to brokerage companies)

(1) The provisions of ZGD-1 that apply to public limited companies, European public limited companies or limited liability companies shall also apply to brokerage companies unless otherwise stipulated hereby.

(2) The provisions of this Act referring to acquisition of shares and shareholders of a brokerage company organised as a public limited company shall apply mutatis mutandis to the acquisition of holdings and members of such brokerage company organised as a public limited company.

Article 151

(Activities of a brokerage company)

(1) A brokerage company may provide the following:

1. investment services and activities,

2. ancillary investment services and activities,

3. mutually recognised financial services from the third and the fourth indent of Point 2 and Points 3 and 6 of Article 10 of the ZBan-1,

4. auxiliary financial services from Point 1 of the first paragraph of Article 11 of the ZBan-1 and

5. custodian and other services or activities having similar features to services and activitiesreferred to in Points 1 to 4 of this paragraph in terms of the method of provision and the risks to which the brokerage company is exposed when providing them.

(2),A brokerage company may provide individual investment fund management services from the first paragraph of Article 5 of the ZISDU-1 for the investment funds that meet the conditions for marketing and sales in the Republic of Slovenia pursuant to the authorisation issued under the sixth paragraph of Article 5 of the ZISDU-1.

(3) ZISDU-1 and the provisions adopted on its basis shall apply with regard to the provision of services referred to in the second paragraph hereunder.

(4) The brokerage company may not perform any other activities apart from those referred to in the first and the second paragraphs hereunder.

(5) A brokerage company must obtain the authorisation of the agency for the provision of services and activities under Points 3 to 5 of the first paragraph hereunder. The provisions of this Act on the authorisation to provide investment services and activities shall apply mutatis mutandis to the obtaining, termination and withdrawal of such authorisation.

(6) The name of the firm containing the words “brokerage company” or a derivative from these words may not be entered in the Companies Register if the legal person does not fulfil the conditions for providing investment services and activities.

Article 152

(A general rule on the initial capital of a brokerage company)

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The minimum amount of the initial capital of a brokerage company is 730,000 euros unless otherwise stipulated by Article 153 hereof.

Article 153

(Special rules on the initial capital of a brokerage company)

(1) The minimum amount of initial capital in a brokerage company shall be 125,000 euros if the brokerage company meets the following conditions:

1. it is not entitled to provide investment services and activities under Points 3 and 6 of the first paragraph of Article 8 of this Act and

2. is entitled to provide investment services and activities from Points 1, 2 or 4 of the first paragraph of Article 8 hereof and accept into custody its clients’ cash funds or financial instruments.

(2) The minimum amount of initial capital in a brokerage company shall be 50,000 euros if the brokerage company meets one of the following conditions:

1. is not entitled to provide investment services and activities from Points 3 and 6 of the first paragraph of Article 8 hereof nor to accept into custody its clients’ cash funds or financial instruments.

2. is considered a local company under Point 2 of he first paragraph of Article 14 of the ZBan-1 or

3. is entitled to provide only investment advice services under Point 5 of the first paragraph of Article 8 of this Act and is not entitled to:

- accept into custody its clients’ cash funds or financial instruments

- borrow from its clients.

(3) A brokerage company from Point 3 of the second paragraph hereunder may provide the required coverage not by means of a minimum amount of the initial capital from the second paragraph hereunder but by means of insurance of professional liability which covers the entire territory of the EU for the minimum insurance sum of 1,000,000 euros per individual damage compensation claim and 1,500,000 per total damage compensation claims in a year.

(4) A brokerage company from Point 3 of the second paragraph hereunder may also provide the required coverage by means of appropriate combination of the lowest amount of initial capital and the insurance of professional liability from the third paragraph hereunder.

Article 154

(Shares of a brokerage company)

(1) Shares of a brokerage company may only be registered to a name.

(2) Shares of a brokerage company may only be paid in cash.

(3) Shares of a brokerage company shall be fully paid-up before the entry in the Companies Register of the establishment or of an increase of the initial capital.

(4) Shares of a brokerage company shall be issued in the form of book-entry securities registered in the central register.

(5) A brokerage company may not indirectly or directly extend credit or issue guarantees for the acquisition of its own shares or of shares in companies in whose capital it participates with a holding of 20 per cent or more.

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(6) Any other legal transactions that in their economic purpose are equivalent to a credit shall be considered to be the extension of credit as specified in the fifth paragraph of this article.

(7) The fifth paragraph hereunder shall also apply to other financial instruments issued by a brokerage company or companies in which the brokerage company participates with a holding of 20 per cent or more and which can, on the basis of their characteristics, be considered in the calculation of the capital of the brokerage company.

(8) The second paragraph of this Article shall not apply to:

1. the establishment of a brokerage company or the increase in its initial capital as a result of merger or division,

2. the increase in its initial capital by means of a non-cash stake the subject of which are shares of another brokerage company, if the former obtained the agency’s approval for such increase.

(9) With regard to the authorisation referred to in Point 2 of the eighth paragraph hereunder, the provisions of this Act relating to the authorisation for mergers and divisions shall apply mutatis mutandis.

Article 155

(Shareholders of a brokerage company)

(1) The provisions of Articles 45 through 58 of the ZBan-1 shall apply mutatis mutandis to the shareholders of a brokerage company.

(2) In the mutatis mutandis application of the provisions of the ZBan-1 referred to in the first paragraph hereunder:

1. the term “brokerage company” shall be used instead of “bank”,

2. the term “agency” shall be used instead of “Bank of Slovenia”,

3. in the mutatis mutandis application of Article 53 of the ZBan-1, the referral to Article 545 hereof shall be used instead of the referral to Article 375 of the ZBan-1.

Article 155a

(Provision concerning qualifying shareholders)

In association with Article 155 of this Act, the Agency shall lay down the following:

1. detailed criteria for assessing eligibility of future qualified shareholder referred to in Article 48 of ZBan-1,

2. detailed contents of the documentation and information to be attached to the application the issue of the authorization to acquire a qualifying holding,

3. detailed contents and the method of sending notifications from Article 56 of Zban-1.

Article 156

(Selection of the brokerage company management system)

A brokerage company may choose a two-tier management system by appointing a management and a supervisory board or a one-tier management system by appointing a board of directors.

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Article 157

(Mutatis mutandis application of the ZBan-1 for the management and supervisory bodies of a brokerage company)

(1) The provisions of Articles 61 to 74 of the Zban-1 shall apply mutatis mutandis to the members of the management and the supervisory board of a brokerage company (hereinafter referred to as "members of the management and the supervisory board") with a two-tier management system.

(2) The provisions of Articles 61 and 71 to 74 of the ZBan-1 shall apply mutatis mutandis to the members of the board of directors of a brokerage company with a one-tier management system as well as the provisions of this Act on the supervisory board of a brokerage companyto, while for the executive directors of a brokerage company the provisions of Articles 62 to 70 of the Zban-1 and the provisions of this Act on the management of a brokerage company shall also apply.

(3) In the mutatis mutandis application of the provisions of the ZBan-1 referred to in the first and the second paragraphs hereunder:

1. the term “brokerage company” shall be used instead of “bank”, and


3. the term “investment group” shall be used instead of “banking group”,

4. referral shall be made to this Act instead of the ZBan-1,

5. the term “investment services and activities” shall be used instead of “banking services”.

Article 158

(Special rules for the board of directors of a brokerage company)

(1) The board of directors of a brokerage company must appoint at least two executive directors.

(2) Not more than half members of the board of directors may be appointed executive directors of a brokerage company.

(3) The members of the board of directors that are not executive directors may not manage the operations of the brokerage company.

Article 159

(Regular liquidation of a brokerage company and discontinuation of the provision of investment services and activities)

(1) If the General Meeting of Shareholders of a brokerage company adopts a conclusion on the dissolution of the brokerage company and the initiation of a liquidation process, or a conclusion by means of which the activity of the brokerage company is changed to such an extent that it no longer provides investment services and activities, the provisions of Articles 76 to 80 of the ZBan-1 shall apply mutatis mutandis.(2) In the mutatis mutandis application of the provisions of the ZBan-1 referred to in the first paragraph hereunder:


2. the term “agency” shall be used instead of “Bank of Slovenia”, and

3. the term “investment services and activities” shall be used instead of “banking services”.

(3) In the case referred to in the first paragraph hereunder a brokerage company must:

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1. carry out all the activities necessary for the transfer of:

- financial instruments and other property managed for the clients,

- the keeping of accounts of book-entry securities of the clients and

- other services, provided for the clients to another person which, in accordance with Article 32 of this Act, is authorised to perform investment services and activities in the Republic of Slovenia,

2. make sure that the person referred to in Point 1 of this paragraph shall take over:

- the entire documentation in relation to investment services and activities that the brokerage company was obliged to keep, and

- all the liabilities and obligations of the brokerage company in respect of management and storage of such documentation and access to it.

(4) The brokerage company must within one month after the fulfilment of all the obligations from the third paragraph hereunder, submit to the agency a report in which it describes the measures performed for the fulfilment of such obligations and a report with a positive opinion of an authorised auditor that the brokerage company fulfilled these obligations.

Article 160

(Bankruptcy of a brokerage company)

(1) Article 318, the second paragraph of Article 321 and Articles 316 to 329 of the ZBan-1 shall apply mutatis mutandis to the bankruptcy of a brokerage company, unless otherwise stipulated by the third and the fourth paragraphs hereof.


1. the term “brokerage company” shall be used instead of “bank”, except when the term “bank” refers to the successor bank,

2. the term “guaranteed claim” shall be used instead of “guaranteed deposit”,

3. in the mutatis mutandis application of Article 326 of the ZBan-1, the text “in 15 days after the day the Bank of Slovenia appoints the successor bank” shall be used instead of “in ten days following the beginning of the bankruptcy proceedings”.

(3) The court shall serve a copy of the conclusion on the initiation of the bankruptcy proceedings also to the agency which must immediately inform the Bank of Slovenia thereof.

(4) The Bank of Slovenia must appoint a successor bank within three business days from receiving the agency’s notice from the third paragraph hereunder.

4.2 Provision of investment services and activities by brokerage companies

4.2.1 General provisions

Article 161

(Entitlement to provide investment services and activities)

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(1) A brokerage company may provide, in the Republic of Slovenia, those investment services and ancillary investment services and activities for which it has obtained the authorisation of the agency (hereinafter: the authorisation to provide investment services and activities).

(2) A brokerage company may also provide the investment services and ancillary investment services and activities it is authorised to provide in the Republic of Slovenia under the first paragraph hereunder also:

1. in another Member State: either through a subsidiary or directly, if the conditions stipulated by Sub-section 4.2.3 hereof are met,

2. in a third country: either through a subsidiary or directly, if the conditions stipulated by Sub-section 4.2.4 hereof are met.

(3) A brokerage company may provide ancillary investment services and activities in an individual country only in relation to the provision of investment services and activities in such country.

Article 162

(Register of authorisations to provide investment services and activities)

(1) The agency must establish and regularly supplement the register of authorisations to provide investment services and activities in which the following are entered:

1. brokerage companies to which the agency issued the authorisation to provide investment services and activities and

2. banks to which the Bank of Slovenia issued the authorisation to provide investment services and activities.

(2) The register referred to in the first paragraph hereunder must contain information on investment and ancillary investment services that such person is authorised to provide for each brokerage company and/or bank referred to in the first paragraph hereunder.

(3) The Bank of Slovenia must inform the agency on the issue or withdrawal of the authorization referred to in Point 2 of the first paragraph hereof.

(4) The agency shall guarantee public availability of the register referred to in the first paragraph of this Article.

Article 163

(Regulations concerning the provision of investment services and activities)

The agency shall prescribe:

1. more detailed contents of the documentation to be submitted to the applications for the issue of authorisations on which it is competent to decide under Chapter 4 hereof,

2. more detailed characteristics of services and activities under Point 3 of the first paragraph of Article 151 of this Act,

3. more detailed contents of the information from the second paragraph of Article 170 hereof.

4.2.2 Provision of investment services and activities in the Republic of Slovenia

Article 164

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(Authorisation to provide investment services and activities)

(1) A brokerage company must obtain an authorisation to provide investment services and activities before the foundation is entered in the Companies Register.

(2) The first paragraph shall also apply to the entry of the changed activity in the Companies Register.

Article 165

(The application for the issue of the authorisation to provide investment services and activities)

The following must be enclosed with an application for the issue of the authorisation to provide investment services and activities:

1. a company agreement and/or the articles of association of the brokerage company in the form of an authenticated copy of notarial attestation,

2. business plan of the brokerage company for the first three years of operations, which must contain:

– a description of services to be provided,

- a description of the system of management from Article 124 of the ZBan-1,

- a description of the implementation of organisational issues from Section 7.1 hereof,

- if the application for the authorisation also relates to the services of operating MTF, also a description of additional organisational requirements from Articles 278 to 284 hereof,

3. a list of shareholders which must contain, for each of them, the personal name, permanent or temporary address of a natural person or registered office and registered name of a legal entityand the data on the number and percentage of shares taken over upon the establishment of a brokerage company,

4. other evidence that the company fulfils the conditions for the issue of the authorisation to provide investment services and activities to which the application refers.

Article 166

(Merging the process of deciding on authorisations)

The agency must simultaneously decide on the following matters for the issue of authorisations:

1. the application of a brokerage house for the issue of the authorisation to provide investment services and activities to which the application refers,

2. the requests of the future qualified shareholders of a brokerage house from Point 1 hereunder for the issue of the authorisation to acquire a qualified holding,

3. the requests of candidates for the members of the management of such brokerage company from Point 1 hereunder for the issue of the licence to perform the function of a member of the management of a brokerage company.

Article 167

(Deciding on the authorisation to provide investment services and activities)

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(1) The agency shall issue a brokerage company the authorisation to provide investment services and activities:

1. if the status structure of the brokerage house is in accordance with the Section 4.1 hereof,

2. if the conditions are met for issuing the authorisations to acquire qualifying holdings to all qualified holders,

3. if the conditions are met for the issue of the licence to perform the function of a member of the management of a brokerage company to all members of the management, and

4. if the planned management system from Article 124 of the ZBan-1 is appropriate and adequate for the management of risks to which the brokerage company will be exposed in the scope of performing the planned activities,

5. if the brokerage company meets the organisational requirements from Section 7.1 hereof and when the application for the authorisation relates to the services of operating MTF, also if it meets the additional organisational requirements from Articles 278 to 284 hereof.

(2) If the planned management system from Article 124 of the ZBan-1 is not appropriate or adequate for managing the risks to which the brokerage company could be exposed in the scope of performing the planned activities comprised in individual investment services and activities, the agency may limit the authorisation to provide these investment services and activities to certain types or scope of such activities or stipulates other conditions for the issue of such authorisation.

(3) The operative part of the decision on the issue of the authorisation to provide these investment services and activities must clearly state all investment and ancillary investment services and activities to which the authorisation relates.

(4) It is not possible to issue only the authorisation to provide ancillary investment services and activities.

Article 168

(Expiry of the authorisation to provide investment services and activities)

(1) The Authorization to provide investment services and activities shall expire:

1. if the brokerage company does not begin operating within one year of the issue of theauthorisation,

2. if the brokerage company stops providing investment services and activities for more than six months,

3. with the issue of a decision of the competent court on the beginning of the bankruptcyproceedings or the initiation of cumpolsory liquidation of the brokerage company or

4. if the brokerage company stops providing investment services and activities pursuant to Article 159 of this Act and submits reports referred to in paragraph (4) of Article 159 of this Act.

(2) If the reasons referred to in the first paragraph of this Article occur, the agency shall issue a decision announcing cessation of the authorisation.

(3) A brokerage company shall not be allowed to make any new activities with regard to the performance of investment services and activities:

1. in the case referred to in points 1 to 2 of the first paragraph hereunder: after the deadline on which the authorisation has expired,

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2. in the case referred to in points 3 of the first paragraph hereunder: on the day the beginning of the bankruptcy proceedings or the initiation of compulsory liquidation of the brokerage company enters into force.

3. In the case referred to in point 4 of the first paragraph hereunder: on the day of submission of reports referred to in paragraph (4) of Article 159 of this Act.

Article 169

(Authorization for merger or division)

(1) If a brokerage company participates in the merger or division of companies, it must obtain an authorisation from the agency for such merger or division.(2) In adopting a decision regarding an authorisation for merger or division the provisions of articles 164 to 167 hereof shall apply mutatis mutandis.

(3) An authorisation must be obtained from the agency for the provision of investment services and activities prior to registering such merger or division in the Companies Register, if such merger or division results in a new company which shall provide investment services and activities.

(4) Paragraphs one to three shall apply mutatis mutandis also to other status changes in which the brokerage company participates.

4.2.3 Provision of investment services and activities in another Member State

Article 170

(Notice on the intention to establish a branch of a brokerage company in a Member State)

(1) A brokerage company planning to establish a branch in a Member State shall be obliged to notify the agency accordingly and to indicate the Member State in which it plans to establish it.

(2) A brokerage company must enclose the following information to the notice on the intention to establish a branch of a brokerage company:

1. a business plan containing the type and scope of operations it intends to perform through the branch and the organisational structure of the branch and the indication whether the branch plans to operate through tied agents,

2. the address in the host Member State at which documentation with regard to that branch will be available,

3. data on persons authorized to manage the branch’s operation.

(3) It shall be deemed that the notice from the first paragraph hereunder comprises the requirement that the agency must submit to the supervisory authority of the Member state in which the brokerage company intends to establish a branch (hereinafter: the request to submit the notification to the supervisory authority of the Member State).

(4) If a brokerage company operates through a tied agent with registered office in another Member State, such agent shall receive equal treatment with the branch of such brokerage company and theprovisions of this Act relating to branch of brokerage company in another Member State shall apply to its operations.

Article 171

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(Submission of notice to the supervisory authority of the Member State)

(1) The agency shall refuse to submit the notification to the supervisory authority of the Member State if it is established, taking into consideration the planned volume and type of operation the brokerage company plans to perform through the branch, that reasonable doubt exists as to whether the organisation and management of the branch or the brokerage company's financial standing are adequate.

(2) If the agency fails to reject the requirement stipulated by the first paragraph hereunder, it must submit such notification together with enclosures to the supervisory authority of the Member State and inform the brokerage company thereof within two months after receiving the notification of brokerage company together with enclosures under Article 170 hereof.

(3) Together with the notification referred to in the second paragraph of this Article, the agency must also submit the following to the supervisory authority of the Member State:

1. information on the amount of the brokerage company’s initial capital and its capital adequacy and

2. details on the system of guarantees for investors’ claims in the Republic of Slovenia.

(4) If the agency fails to inform the brokerage company within the deadline specified in the second paragraph hereunder about the submission of the notification to the supervisory authority of the Member State or fails to serve it the decision on the rejection of the requirement for submitting this notification, it shall be deemed that the request for the submission of the notification has been rejected.

Article 172

(Beginning of operations of a branch in a Member State)

A brokerage company may start providing services through a branch:

1. on the day it receives the notification of a supervisory authority of a Member State on the conditions under which it must perform activities in the Member State with the aim of protecting public benefits, or

2. two months after the day when the supervisory authority of the Member State received the notification of the agency in line with Article 171 hereof, if it has not received a notification of the supervisory authority of the Member State referred to in Point 1 hereunder until the expiry of the deadline.

Article 173

(Notice on the changes concerning the branch in a Member State)

(1) If a brokerage company wishes to change any fact or circumstance from the second paragraph of Article 170 hereunder, it must inform the agency about such change one month prior to its introduction. The agency must inform the supervisory authority of the Member State.

(2) The provisions of Articles 170 to 172 hereof shall apply mutatis mutandis to the change referred to in the first paragraph hereunder, with the deadlines being reduced by one month.

Article 174

(Direct provision of investment services and activities in a Member State)

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(1) A brokerage company planning to start with the provision of investment services and activitiesin a Member State shall be obliged to notify the agency accordingly and to indicate the Member State in which it plans to provide such services directly. A business plan with the description of the type and scope of the intended services and activities in such Member State must be attached to the notification as well as an indication whether the brokerage company intends to use the services of tied agents in that Member State.

(2) If a brokerage company plans to operate through tied agents, the agency must, upon the request of the supervisory authority referred to in the first paragraph hereunder, without delay communicate the data on agents.

(3) Within one month at the latest after receipt of the notification referred to in the first paragraph of this Article, the agency must submit the notification together with the enclosures to the supervisory authority of the Member State, and notify the brokerage company accordingly.

(4) The brokerage company may commence the direct provision of investment services and activities stated in the notification stipulated by the first paragraph hereunder in the Member State on the day the supervisory authority of the Member State receives the notification of the agency laid down in the first paragraph hereunder.

(5) Paragraphs one to four shall apply mutatis mutandis also to any change in the data stated in the notification referred to in the first paragraph hereunder.

Article 175

(Special rules for MTF)

(1) A brokerage company or a stock exchange entitled to operate an MTF in the Republic of Slovenia and planning to facilitate remote access and use of this system to persons with the registered office in another Member State must inform the agency thereof.

(2) The agency must submit the notification from the first paragraph hereunder together with the enclosures to the Member State to which it refers within one month after receiving it.

(3) Upon the request of the supervisory authority of the member State referred to in the first paragraph hereunder, the agency must submit to such authority without delay the data on the members or the participants in an MTF to which the notification from the first paragraph hereunder refers.

(4) A brokerage company or a stock exchange from the first paragraph hereunder may enable remote access and use of this system to persons with the registered office in another Member State when the supervisory authority of the Member State receives the notification from the second paragraph hereunder.

4.2.2 Provision of investment services and activities in a third country

Article 176

(Branch of a brokerage company in a third country)

(1) A brokerage company may provide investment services and ancillary investment services and activities in a third country only through a branch.

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(2) Prior to establishing a branch in a third country, a brokerage company must acquire the agency's authorization to establish such branch (hereinafter: authorization to establish a branch of a brokerage company in a third country).

(3) Article the first and the second paragraphs of Article 170, the first paragraph of Article 171 and Article 173 hereof shall apply mutatis mutandis to the establishment of a branch of a brokerage company.

(4) The agency may refuse to grant an authorisation to establish a branch of a brokerage company in a third country if, taking into account the regulations of the country in which the brokerage company plans to establish it and/or taking into account the practice usually pursued in applying and implementing the said regulations, it is likely that the exercise of supervision pursuant to the provisions of this Act will be considerably hindered.

Article 177

(Direct provision of investment activities in a third country)

(1) Notwithstanding the first paragraph of Article 176 hereof, a brokerage company may directly provide in a third country investment activities involving financial instruments for its own account from Point 3 of the first paragraph of Article 8 hereof.

(2) A brokerage company must immediately inform the agency on the intention of direct provision of services.

(3) The first paragraph of Article 174 hereunder shall apply mutatis mutandis to the supervision referred to in the second paragraph hereunder.

4.3 Provision of investment services and activities of Member State investment firms

Article 178

(Provision of investment services and activities of Member State investment firms)

(1) A Member State investment firm may provide investment services and activities it is authorised to provide in the Member State of its registered office, and the related ancillary investment services and activities, also in the Republic of Slovenia, either through a branch or directly under the conditions specified herein.

(2) For a Member State investment firm that provides investment services and activities in the Republic of Slovenia, the following shall apply:

1. provisions of Chapter 7 hereof in the scope in which the provisions of Directive 2004/39/EC were transposed into the Slovene legislation,

2. provisions of other laws regulating consumer protection, money laundering prevention and other areas applicable to brokerage companies in the Republic of Slovenia with the aim of protecting public benefits, and

3. provisions of the regulations issued in relation to the implementation of the laws referred to in Points 1 and 2 of this paragraph.

(3) For a Member State investment firm that provides investment services and activities in the Republic of Slovenia through a branch, the following shall also apply:

1. the second paragraph of Article 210 and 213 of the ZBan-1 in relation to Article 196 hereof,

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2. Article 462 of this Act,

3. Articles 194 and 195 of the ZBan-1 in relation to the first paragraph of Article 193 hereof and Article 234 of the ZBan-1 in relation to the first paragraph of Article 301 hereof in the part relating to reports and information required for statistical purposes and

4. provisions of the regulations issued in relation to the implementation of the laws referred to in Points 1 to 3 of this paragraph.

Article 179

(Provision of investment services and activities through a branch)

(1) A Member State investment firm may establish a branch in the Republic of Slovenia and start providing investment services and activities through such branch after two months from the day on which the agency receives from the supervisory authority of the Member State of the investment firm concerned a notification and enclosures with the contents stipulated by the first and the second paragraphs of Article 171 hereof.

(2) If a Member State investment firm wishes to change any fact or circumstance in relation to its branch in the Republic of Slovenia, referred to in the second paragraph of Article 170 hereunder, it must inform the agency about such change one month prior to its introduction.

(3) The guarantees for investors’ claims in the branch of a Member State investment firm are included in the system of guarantees for investors’ claims in the Member State in which the investment firm has its registered office.

(4) A branch of a Member State investment firm may be included in the system of guarantees for investors’ claims in the Republic of Slovenia for the supplementation of the level or scope of guarantee that exceeds the level or scope of guarantees for investors’ claims in the Member State of its registered office.

(5) If an investment firm of a Member State operates through a tied agent with registered office in the Republic of Slovenia, such agent shall receive equal treatment with the branch of such investment firm and the provisions of this Act relating to branches of investment firms of a Member State shall apply to its operations.

Article 180

(Direct provision of investment services and activities)

(1) A Member State investment firm may start directly providing investment services and activitiesin the Republic of Slovenia when the agency receives from the supervisory authority of the Member State in which the investment firm concerned has a registered office a notification and enclosures with the contents stipulated by the first paragraph of Article 174 hereof.

(2) The first paragraph shall apply mutatis mutandis also to any change in the data stated in the notification referred to in the first paragraph of Article 174 hereof.

Article 181

(Special rules for MTF)

An investment firm or an market operator authorized to operate a MTF in the Member State of its registered office may enable remote access and use of this system to persons with the registered

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office in the Republic of Slovenia when the agency receives the notification from the supervisory authority of this Member State in the contents specified in the first paragraph of Article 175 hereof.

4.4 Provision of investment services and activities of third country investment firms

Article 182

(Provision of investment services and activities of a third country investment firm)

A third company investment firm may only provide investment services and activities in the Republic of Slovenia through a branch under the conditions specified herein.

Article 183

(Authorization to establish a branch of a third country investment firm)

(1) A third country investment firm shall be allowed to establish a branch within the territory of the Republic of Slovenia if it obtains an authorisation from the agency (hereinafter: authorisation to establish a branch of a third country investment firm).

(2) The following shall be enclosed with the application for authorisation to establish a branch of a third country investment firm:

1. a copy from the companies’ register or other relevant register kept in the country where the investment firm’s registered office is located,

2. the articles of association or other rules of the parent investment firm,

3. information on the members of the management and supervisory bodies of the parent investment firm,

4. audited business reports of the parent investment firm for the last three business years,

5. if the copy referred to in point 2 does not state the shareholders of the parent investment firm: an appropriate document giving an authentic record of the shareholders and their shares in the management of the parent investment firm,

6. a print-out from the companies registry or any other appropriate registry in the country in which the head offices of legal persons that hold qualifying holding in the parent investment firm,

7. a description of the investment services and activities which the branch is to provide and the business plan for the first three years of operation,

8. the authorisation from the supervisory authority of the parent investment firm for the establishing of a branch or a statement by that authority that no such authorisation is required by the regulations of the country of the investment firm,

9. a statement by a third country investment firm that the branch will keep all the documents relating to its operations in the Slovene language and will store it at its registered office, and will keep separate accounting statements in accordance with this act or regulations issued on the basis thereof,

10. a detailed description of the guarantees for investors’ claims scheme valid in the country in which the parent investment firm has its registered office,

11. other documents on the basis of which it is possible to establish whether the branch in question is qualified, in terms of personnel, technical matters and organisation, to perform investment services and activities referred to in the application for authorisation.

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(3) The agency may, as a condition for issuing the authorisation to establish a branch of a third country investment firm, require that the parent investment firm deposits within the Republic of Slovenia a specific amount of cash or other appropriate financial asset or presents other appropriate insurance as guarantee for the settlement of liabilities arising from transactions concluded within the Republic of Slovenia.

(4) The agency shall grant an authorisation to establish a branch of a third country investment firmif it is established, on the basis of both the data presented and documents enclosed in the application, that the branch is qualified, in terms of its finance, management, organisation, personnel and technical issues, to provide services in accordance with the provisions of this Act.

(5) The agency shall refuse to grant an authorisation to establish a branch of a third country investment firm if, taking into account the regulations of the country in which that investment firm’s registered office is located and/or taking into account the practice usually pursued in implementing the said regulations, it is likely that the exercise of supervision pursuant to the provisions of this Act will be made impossible or considerably hindered.

(6) A third country investment firm that obtained the authorisation to establish a branch in the Republic of Slovenia shall be entitled to provide, through such branch, the investment services and activities whose description has been attached to the application referred to in the second paragraph hereunder.

(7) If a third country investment firm intends to provide, through a branch in the Republic of Slovenia, also other investment services and activities whose description has not been attached to the application referred to in the second paragraph hereunder, it must first obtain an additional authorisation of the agency to provide such services.

(8) With regard to the additional authorisation referred to in the seventh paragraph hereunder, the provisions of the Points 7 and 11 of the second paragraph and the fourth and the fifth paragraphs hereunder shall apply mutatis mutandis.

Article 184

(Application of provisions)(1) The provisions of the second paragraph of Article 210 and Article 213 of the ZBan-1 in relation to Article 196 hereof shall apply mutatis mutandis to third country investment firm which has established a branch in the Republic of Slovenia.

(2) The following shall apply to investment firm from the first paragraph hereunder or its branchand managers of such branch:

1. Chapters 5, 6, 7, 9, 10, 11 and 15 hereof,

2. the provisions of other acts which apply to brokerage companies with the registered office in the Republic of Slovenia,

3. in the case referred to in the third paragraph of Article 185 of this Act: Chapter 12 hereof,

4. provisions of the regulations issued in relation to the implementation of the laws referred to in Points 1 to 3 of this paragraph.

(3) The provisions of this act on the management of an investment firm shall apply mutatis mutandis to the managers of a branch.

(4) The agency shall withdraw the authorization to establish a branch of a third country investment firm also in the following cases:

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1. if the supervisory body of the firm has revoked the parent investment firm's authorisation for the provision of investment services and activities,

2. if in the case specified in the third paragraph of article 185 of this act a branch fails to fulfil the obligations deriving from guarantees for investors’ claims scheme.

Article 185

(System of guarantees for investors’ claims at a branch of a third country investment firm)

(1) A branch of a third country investment firm shall be included in the system of guarantees for investors’ claims in the country in which its parent investment firm has its registered office.

(2) The level and extent of guarantees for investors’ claims at the branch of a third country investment firm must not exceed the level and extent laid down in this Act.

(3) If a system of guarantees for investors’ claims in the country in which a third country investment firm has its registered office does not exist and/or if the extent of such guarantee is below that in the Republic of Slovenia, the branch of the third country investment firm shall be obliged to participate in the system of guarantees for investors’ claims in the Republic of Slovenia. The method and extent of inclusion of the branch of a third country investment firm in the system of guarantees for claims in the Republic of Slovenia shall be laid down by the agency when granting the authorisation to establish a branch.

4.5 Brokers

Article 186

(Conditions for the provision of broker services)

(1) A candidate for a broker may apply for the issue of an authorisation for all or some of the following types of broker services:

1. execution of clients’ orders,

2. investment advice, and

3. portfolio management for the clients.

(2) In order to obtain an authorisation to provide broker services, a person must meet the following conditions:

1. they must have a minimum of one year's experience relating to operations in financial instruments,

2. they have successfully passed the examination prescribed for the provision of broker services that are subject to the application for the issue of authorisation,

3. they have not been formally convicted for a crime against property or the economy with imprisonment of more than three months which has not yet been expunged.

(3) For each type of services referred to in the first paragraph hereunder, the agency shall prescribe the programme for and the method of taking the examination of expertise referred to in Point 2 of the second paragraph hereunder.

(4) The agency may authorise an economic interest grouping that associates the stock exchange members, to perform the on its behalf and for its account referred to in Point 2 of the second paragraph hereunder.

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(5) The operative part of the decision on the issue of the authorisation to provide these broker services must clearly state all types of services specified in the first paragraph hereunder to which the authorisation relates.

Article 187

(Authorisation for the provision of broker services)

(1) The agency shall grant the authorisation for the provision of broker services if the applicant for a broker meets the conditions laid down by the second paragraph of Article 186 hereof and if there exist no circumstances from the third paragraph hereunder.

(2) The agency shall reject the application for authorisation for the provision of broker services if the candidate for a broker does not meet the conditions referred to in the second paragraph of Article 186 hereof.

(3) The agency may refuse to grant the authorisation for the provision of broker services if it appears from the available data that, with regard to the services and activities provided by the person or with regard to actions carried out by that person, the operation of the brokerage company could be threatened in accordance with Chapter 7 hereof.

Article 188

(Brokers’ rules of conduct)

(1) In provision of services comprised in the investment services provided for its clients by a brokerage company, a broker must comply with the following:

1. this act and the provisions issued on its basis,

2. other acts regulating the provision of investment services and activities and

3. the rules and standards in the field of the provision of investment services.

(2) Brokers shall not be allowed to persuade clients to buy or sell certain financial instruments with the sole intention of charging commission.

Article 189

(Withdrawal of authorisation for the provision of broker services)

(1) The agency shall withdraw the authorisation for the provision of broker services:

1. if the authorisation was obtained by stating false data,

2. if a broker commits a prohibited act of market abuse from Chapter 10 hereof,

3. if they violate other obligations stipulated by the provisions and rules referred to in the first paragraph of Article 188 hereof,

4. if they were given a non-suspended sentence for the crime stipulated by Point 3 of the first paragraph of Article 186 of this Act,

(2) A violation with regard to Point 3 of the first paragraph of this Article shall be considered a severe violation in the following cases:

1. if a broker committed the same violation for the second time in a five-year period or

2. if the client of a brokerage company or another person suffered damage due to such violation.

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Article 190

(Conditional withdrawal of authorisation for the provision of broker services)

(1) In a decision on withdrawal of authorisation for the provision of broker services, the agency may also provide that the withdrawal will not be implemented if, within the time limit set by the agency of no less than six months and not exceeding two years, the broker refrains from committing another violation giving rise to the withdrawal of the authorisation or a warning.

(2) The agency shall revoke the conditional withdrawal of the authorisation and withdraw the authorisation if the broker commits a new violation during the trial period giving rise to the withdrawal of the licence or to a warning.

Article 191

(Warning)

The agency shall issue a warning to a broker in the case of violating the obligations stipulated by the provisions or rules of the first paragraph of Article 188, if the conditions are not fulfilled for the withdrawal of the authorisation for the provision of broker services.

Chapter 5: BROKERAGE COMPANY RISK MANAGEMENT

Article 192

(Definition of terms)

(1) Articles 108 through 123 of the ZBan-1 shall apply mutatis mutandis to the definition of terms related to risk management.



2. the term “agency” shall be used instead of “Bank of Slovenia”.

Article 193

(Mutatis mutandis application of the provision of the ZBan-1 to risk management)

(1) The provisions of Articles 124 through 130 and 132 through 202 of the ZBan-1 shall apply mutatis mutandis to brokerage company risk management.

(2) If a brokerage company is subject to consolidation under the third or the fourth paragraph hereunder, Article 131 of the ZBan-1 shall also apply.

(3) A brokerage company must meet the consolidation obligations if it is a parent investment firm in the Republic of Slovenia, unless it is at the same time subsidiary to a bank that is a parent bank in the Republic of Slovenia.

(4) A brokerage company which is a subsidiary to a financial holding must meet the obligations on the basis of a consolidated position of such financial holding, provided that the financial holding does not have as subsidiary any credit institutions.

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3. the terms “parent investment firm” and “EU parent investment firm” shall be used instead of the terms “parent bank” and “EU parent bank”,


5. the term “investment services and activities” shall be used instead of “banking services”,

6. in the mutatis mutandis application of the second paragraph of Article 136 of the ZBan-1, the referral to Article 152 and 153 hereof shall be used instead of the referral to Article 42 of the ZBan-1.

(6) Notwithstanding the first paragraph of Article 197 of the ZBan-1 and the first paragraph of Article 199 of the ZBan-1 in relation to the first paragraph hereunder, a brokerage company may, instead of setting up its own internal audit service, transfer the internal auditing tasks to a person who meets the conditions for performing such tasks.

Article 194

(The agency’s provisions on risk management)

In the provisions on risk management issued pursuant to the mutatis mutandis application of Article 129 of the ZBan-1, the agency must take into account the provisions on risk management issued by the Bank of Slovenia on the basis of Article 129 of the ZBan-1 and the specifics related to brokerage companies.

Chapter 6: BOOKS OF ACCOUNT AND ANNUAL REPORT OF A BROKERAGE COMPANY

Article 195

(Auditing of the annual report of a brokerage company)

The annual report of a brokerage company must be reviewed by a certified auditor.

Article 195a

(Replacement of auditing company)

The brokerage company shall replace the auditing company for the audit of its annual report at least every five consecutive years.

Article 196

(Mutatis mutandis application of the ZBan-1 provisions on the books of account, the annual report, the auditing and the disclosures)

(1) Article 203, Point 1 through 3 of the first paragraph and paragraphs two through four of Article 204, Articles 205 and 207 through 213 of the ZBan-1 shall apply mutatis mutandis to the books of account, the annual report, the auditing and the disclosures of a brokerage company.

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3. the term “investment group” shall be used instead of “banking group”.

Chapter 7: RULES OF OPERATION IN THE PROVISION OF INVESTMENT SERVICES AND ACTIVITIES

7.1 Organisational requirements for the provision of investment services and activities

Article 197

(Policies and procedures of correct operations)

A brokerage company must set up and implement adequate policies and procedures needed for ensuring:

1. that the brokerage company operates in accordance with this Act and the provisions issued on its basis, and with other acts used for the provision of investment services and activities and the regulations issued on the basis of such acts and

2. that these persons act in accordance with the provisions of Point 1 hereunder in the provision of services for a brokerage company or its clients and in line with the obligations stipulated by the provisions regulating their personal transactions in financial instruments:

- management of a brokerage company,

- brokers and other persons providing services and activities for a brokerage company on the basis of employment or any other basis, and

- tied agents of a brokerage company.

Article 198

(Measures for managing the conflict of interest)

(1) A brokerage company must establish and implement appropriate measures for identifying these conflicts of interest that arise in the provision of individual investment and ancillary investment services or a combination of the following services:

1. conflicts of:

- interests of the brokerage company include the relations with the persons from Point 2 of Article 197 hereof or the interests of any other persons holding a controlling stake in the brokerage company, and

- interests of the brokerage company’s clients and

2. conflict of interests of the brokerage company’s clients.

(2) A brokerage company must set up an efficient system for preventing and managing the conflicts of interests which comprises all the reasonable measures for preventing the conflicts of

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interests from the first paragraph hereunder from exerting a negative impact on the exercising of interests of its clients.

(3) If the measures stipulated by the second paragraph hereunder are insufficient for the brokerage company to have reasonable confidence in the prevention of negative impact of the conflict of interests referred to in the first paragraph hereunder on the exercising of interests of individual clients, it must disclose to such client the general characteristics and sources of such conflicts of interests before it starts providing investment services or ancillary investment services for such clients.

Article 199

(Measures for ensuring business continuity)

(1) A brokerage company must take all the reasonable measures for ensuring business continuity and regular provision of investment services and activities.

(2) For the achievement of the purpose specified in the first paragraph hereunder, a brokerage company must use appropriate systems, sources and procedures proportional to the type and scope of investment services and activities provided.

Article 200

(Transfer of important business processes to another person)

(1) If a brokerage company transfers its business processes that are urgent for ensuring continuous operations and safe and careful provision of investment services for the clients or continuous and appropriate provision of investment activities to another person, it must take all the reasonable measures to avoid unnecessary additional operating risks.

(2) A brokerage company may not transfer to another person important business processes in a manner that would prevent or significantly hinder quality implementation of the system of internal controls or the performing of control over the operations of the company in accordance with this Act.

Article 201

(Management systems for investment services and activities)

A brokerage company must set up and maintain:

1. appropriate system of internal controls which includes adequate administrative and accounting procedures,

2. efficient procedures of identifying, measuring and assessing, managing and monitoring of risks it is or could be exposed to in the provision of investment services and activities and

3. efficient measures for the control and protection of data processing information systems.

Article 202

(Keeping records and documents)

(1) A brokerage company must keep and store records and documents on all investment services and activities provided in a manner that enables control over the operations in accordance with

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Article 197 hereof and especially over the correct fulfilment of obligations to clients and potential clients.

(2) A brokerage company shall be obliged to organise its operations and regularly keep account books , business documents and other administrative and/or business records so as to enable, at any point in time, the verification of any transaction performed for its own account or for its clients’ accounts.

(3) A brokerage company must keep a client record.

(4) A brokerage company must keep a record of orders and transactions in financial instruments in which entries shall be made of any transaction with regard to the buying or selling of financial instruments made either for the client’s account or for its own account.

(5) A brokerage company shall be obliged to keep all documents with regard to the servicing of an individual client separate from documents relating to other clients and documents on the company’s own operation.

(6) A brokerage company shall be obliged to retain all documents relating to individual transactions in chronological order, which shall apply to each individual transaction made by the brokerage company for the accounts of individual clients or for its own account.

(7) A brokerage company must keep separately for each client all documents on the contracts on investment services concluded with the client as well as other documents specifying their mutual rights and obligations and other conditions under which the brokerage company provides the services for the client.

(8) A brokerage company must, for a period of at least five years after the expiry of the year in which the transaction was concluded, keep all the documents and data on all transactions in financial instruments performed either for its own account or for the account of its clients.

(9) Data on transactions performed for the account of the clients, which the brokerage company must keep in accordance with this Article, must also contain the data stipulated by the provisions regulating the prevention of money laundering. Such data must be kept in accordance with the provisions regulating the prevention of money laundering.

Article 203

(Diligent management of the clients’ financial instruments)

(1) If a brokerage company disposes of financial instruments on its own behalf and for the account of its clients or on behalf of or for the account of its clients, it must proceed in accordance with the Subsection 7.2.5 hereof and take other appropriate measures:

1. protection of property rights of a holder of financial instruments held for the account of its clients, especially for the case of the insolvency procedure against the brokerage company and

2. prevention of the use of these financial instruments for the account of the brokerage company or for the account of other clients of the brokerage company, unless the client gives explicit consent.

(2) The consent from Point 2 of the first paragraph hereof can either be issued as a general consent for an individual type of transactions involving financial instruments of the client either as a special consent for an individual transaction involving financial instruments.

Article 204

(Diligent management of the clients’ cash funds)

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If a brokerage company disposes of its clients’ cash funds, it must proceed in accordance with Subsection 7.2.5 hereof and take also other appropriate measures:

1. protection of the clients’ rights and

2. prevention of the use of such cash funds for the account of the brokerage company or for the account of other clients of the brokerage company.

Article 205

(Provision on organisational matters)


1. detailed organisational requirements for the provision of investment services and activities,

2. in respect of managing the conflicts of interest:

- detailed procedures for identifying, preventing, managing and disclosing of the conflicts of interest that arise in the provision of individual investment and ancillary investment services or a combination of such services,

- detailed criteria for determining the types of the conflicts of interest which could damage the interests of the clients or potential clients of the brokerage company.

(2) Based on the regulation stipulated by the first paragraph hereunder, the agency must comply with the regulation or appropriately transpose the regulation by means of another implementing act issued by the Commission on the basis of the tenth paragraph of Article 13 or the third paragraph of Article 18 of the Directive 2004/39/EC.

7.2 Rules of safe and diligent operations in the provision of investment services for clients

7.2.1 Application of the rules for non-professional and professional clients

Article 206

(Application of Section 7.2 and the rules of the law of obligations)

(1) Unless otherwise stipulated in this Act, general conventions of the law of obligations concerning the contract of mandate shall apply to legal relationships between the brokerage company and its clients.

(2) It is not possible to exclude or limit the provisions of Section 7.2 hereof unless, in connection with a particular provision, a different agreement between the contracting parties is expressly permitted in the obvious interest of the client of the brokerage company.

(3) The second paragraph hereunder shall not apply in the relationship between a brokerage company and the client considered as professional client by the brokerage company in accordance with Articles 207 through 210 hereof.

(4) A brokerage company shall have a lien on all financial instruments and cash amounts obtained from the provision of services for the client which is used for covering its claims on the client, arising from the contract on the provision of investment or ancillary investment services for the client. The lien on the financial instruments referred to in the first sentence of this paragraph shall be based on the assumption of the existence of an agreement on out-of-court settlement under the law regulating property relationships.

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Article 207

(Persons considered professional clients)

(1) The following shall be considered professional clients:

1. persons that must obtain appropriate authorisation from the competent supervisory authority of a Member State or a third country or in any other way obtain the right to operate on financial markets, namely:

- credit institutions,

- investment firms,

- other regulated financial institutions,

- insurance companies, reinsurance companies and pension companies,

- collective investment undertakings and companies for managing such undertakings,

- pension funds and companies managing them,

- commodity and commodity derivatives dealers,

- local companies in the meaning defined in the second paragraph of Article 14 of the ZBan-1,

- other institutional investors,

2. large companies that meet at least two of the following criteria at the level of the company:

- the balance value of their total assets does not reach 20,000,000 euros,

- their net annual sales income does not reach 40,000,000 euros,

- the value of proprietary capital reaches 2,000,000 euros.

3. Republic of Slovenia, and other countries or national and regional authorities, public entities exercising public debt, Bank of Slovenia and other central banks, international and supranational institutions such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations,

4. other institutional investors whose regular activity is to invest in financial instruments, including entities dedicated to the securitisation of assets or other financing transactions.

(2) A brokerage company shall consider the person referred to in the first paragraph as professional client unless it demands to be treated as non-professional client.

(3) In the case referred to in the first paragraph hereunder a brokerage company must inform the person, before it starts providing financial services from the first paragraph hereunder, of the following:

1. that it is considered a professional client on the basis of the data available and that it shall be considered as such, unless otherwise agreed by the brokerage company and the client,

2. that it can request to be treated as non-professional client and that the conditions of the investment services contract would be changed accordingly so that it would be assured a higher level of protection used for non-professional clients.

(4) If the person from the first paragraph hereunder requests a higher level of protection, the written agreement on the services, concluded between the brokerage company and such person, must specify the following:

1. that the person is treated as non-professional client and

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2. whether the treatment from the previous point is used for all or for individual services or activities or for all or individual types of products or activities.

(3) The fourth paragraph hereunder shall apply mutatis mutandis to a person that a brokerage company considers as professional client upon its request in accordance with Articles 208 through 209 hereof.

Article 208

(Conditions for treating other persons as professional clients)

(1) A person that is not considered as a person according to the first paragraph of Article 207 hereof may also be treated as a professional client upon its request (hereinafter: a request to be treated as a professional client).

(2) A brokerage company may treat the person referred to in the first paragraph hereunder as a professional client if the conditions are met stipulated by paragraphs four through six hereunder and if the request of such person was treated according to the procedure stipulated by Article 209 hereof.

(3) In the treatment of person referred to in the first paragraph hereunder as a professional client, a brokerage company may not assume that such person has the same knowledge and experience as the persons referred to in the first paragraph of Article 207 hereof.

(4) The request to be treated as a professional client has a legal effect of the waiver of protection and other rights guaranteed by a brokerage company to non-professional clients on the basis of their general terms of operation in line with Section 7.2 hereof only if the brokerage company performed an adequate assessment of the expert knowledge and experience of the client which, taking into account the characteristics of activities and services that a client plans to order from a brokerage company, gives reasonable assurance that the client is capable of making his own investment decisions and understands the risks involved.

(5) In the assessment of the fourth paragraph hereunder, a brokerage company must assess the expert knowledge and experience of the members of the management of the client and its other managers according to the criteria comparable with those that serve as the basis for assessing the appropriateness of the members of the management of regulated financial institutions. If the client of a micro or small company according to ZGD-1, the assessment from the first sentence of this paragraph must comprise the persons authorised to conclude transactions on behalf of such company.

(6) In the assessment according to the fourth paragraph hereunder, at least two of the following conditions must be met:

1. the client has already concluded several transactions of a significant amount on appropriate markets with average frequency of at least ten transactions per quarter in the last year,

2. the value of portfolio of its investments in financial instruments, including cash deposits, exceeds 500,000 euros,

3. the client works or has worked for at least one year in the financial sector in a professional position which requires knowledge of activities and services the client intends to order from the brokerage company.

(7) A transaction of a considerable value on an appropriate market from Point 1 of the sixth paragraph hereunder shall be any transaction that considerably exceeds the usual values of transactions concluded on such market.

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Article 209

(Request procedure to be treated as a professional client)

(1) The request to be treated as a professional client has a legal effect of the waiver referred to in the fourth paragraph of Article 208 hereof only if the following request procedures have been complied with:

1. the client submitted a written request in which it specified that it wishes to be treated as a professional client either in general or in respect of a certain service or activity or the type of services or products specified in the request,

2. a brokerage issued a clear warning to the client about the protection and rights arising from the fourth paragraph of Article 208 hereof and the rights based on the guarantee for the investors’ claims that the client might lose if it is treated as a professional client,

3. the client must issue a written statement which is not comprised in the agreement on the services, saying that they understand the consequences of losing the protection and rights from the previous point.

(2) Before deciding whether the brokerage company accepts the request of a client to be treated as a professional client, it must carry out the necessary procedures needed for verifying if the client meets the conditions of the fourth through sixth paragraphs of Article 208 hereof.

Article 210

(Policies and procedures of classifying the clients)

(1) A brokerage company must specify in writing and implement appropriate internal policies and procedures for client classification.

(2) Clients treated by the brokerage company as professional in accordance with Articles 207 to 209 hereof must inform the brokerage company of all changes that impact or could impact their current classification.

(3) If a brokerage company establishes, on the basis of the notification from the second paragraph hereunder or on the basis of other available information, that the client no longer meets the conditions on the basis of which the brokerage company started treating it as a professional client, it must undergo the appropriate procedures so that the client can be treated as non-professional.

7.2.2 Basic principles for providing investment services for clients

Article 211

(Professional care of a brokerage company)

(1) In the provision of investment and ancillary investment services, a brokerage company shall be obliged to act in accordance with the provisions of Point 1 of Article 197 hereof and the professional standards applying to the performance of these services.

(2) The transactions related to the services of executing client orders, portfolio management and investment advice shall be provided for the clients of a brokerage company by a broker with appropriate license to provide such services and activities.

Article 212

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(Information for the clients and market communications)

(1) All information issued or published by a brokerage company, including market information, and addressed to its clients or potential clients must be fair and non-ambiguous and may not be misleading.

(2) Market communications of a brokerage company must be clearly and visibly marked as such.

(3) A brokerage company must provide for the clients or potential clients appropriate and understandable information:

1. about the brokerage company and its services,

2. about financial instruments and the proposed investment strategies which include appropriate guidance and warnings related to risks arising from investments in such financial instruments or about risks related to individual investment strategies,

3. about the location where transactions in financial instruments are concluded, and

4. about the related costs and fees.

(4) Information specified in the third paragraph hereunder must enable a moderately reasonable person to identify and understand the specifics and risks of investment services and individual types of financial instruments referred to in Point 2 of the third paragraph hereunder and to adopt a prudent decision on a financial investment on this basis.

(5) A brokerage company may provide the information specified in the third paragraph hereunder in a standardised form.

(6) Information and market communications referred to in paragraph (1) of this Article, the subject matter of which is an offer of provision of investment services and transactions, may be provided or published only by the brokerage company and its tied agent.

Article 213

(Protection of clients’ interests)

When providing investment and ancillary investment services, a brokerage company must act conscientiously and with a due professional fairness, care and diligence, taking into account the clients’ interests which must serve as a guidance for the provision of services to clients.

Article 214

(Obligation to provide explanation)

(1) If a brokerage company provides investment advice or portfolio management services it must obtain from the client all the information on the client’s knowledge and experience significant for a certain type of product or service, its financial position and its investment goals in order to be able to recommend to a client or a potential client which investment services and financial instruments are the most important for the client.

(2) If a brokerage company provides other investment services apart from the services referred to in the first and the second paragraphs hereunder it must request from the client the information on its knowledge and experience significant for a certain type of investment product or service offered to or ordered by such client or potential client in order to be able to assess whether a certain type of investment services or products are suitable for the client or a potential client.

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(3) If a brokerage company assesses on the basis of information received pursuant to the second paragraph hereunder that an investment service or product is not appropriate for a client or a potential client, such client must be informed thereof.

(4) If a client or a potential client decides not to provide the information referred to in the first and second paragraph hereunder or to provide incomplete information concerning its knowledge and experience, a brokerage company must warn such client that due to this decision it is not able to assess whether a certain type of investment services or products offered to or ordered by the client are suitable for the client.

(5) The warning specified in the third or fourth paragraph hereunder may be in a standardised form.

Article 215

(Exemptions from the obligation to provide explanation)

Paragraphs two through five of Article 214 hereof shall not apply to the provision of investment services which merely involve the execution or acceptance and forwarding of the clients’ orders and potential ancillary services related to the specified investment services, provided that the following conditions are met:

1. these services are related to one of the following financial instruments:

- shares admitted to trading on a regulated market or an equivalent market in a third country,

- money-market instruments,

- bonds and other forms of debt instruments apart from derivatives,

- units of collective investment undertakings – UCITS or

- other simple financial instruments.

2. a brokerage company provides the service at the initiative of a client or a potential client,

3. a brokerage company informed a client or a potential client, including notifications submitted in a standardised form, that it is not obliged to assess the appropriateness of financial instruments or services in the provision of these services, and

4. a brokerage company acted according to Article 198 hereof.

Article 216

(Agreement on the provision of investment services)

(1) Whenever it is stipulated in this Act that a brokerage company is obliged to make a written agreement with the client on the provision of individual types of investment or ancillaryinvestment services with regard to securities, such an agreement must include the provisions on the contents of mutual rights and obligations of contracting parties.

(2) In terms of the contents of the rights and obligations of the contracting parties, the agreement from the first paragraph hereunder may refer to the general terms and conditions of the operations of a brokerage company if it contains a statement of a client that the client had been given such general terms and conditions of the operations prior to concluding the agreement and that the client was able to acknowledge their contents.

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(3) Any agreement referred to in the first paragraph hereunder which was not made in writing shall be valid but it shall be deemed that, by failing to make the agreement in writing, the brokerage company acted in contravention of the rules of prudent and careful operation.

Article 217

(Obligation to report to the client on the services provided)

(1) A brokerage company must submit to the client adequate reports on the services provided for the client.

(2) The reports from the first paragraph hereunder must also contain the data on potential expenses related to the activities and services provided by the brokerage company for the client.

Article 218

(Exemptions from the obligation to provide explanation and reports)

If the investment services provided by the brokerage company are part of a financial product in relation to which the obligations concerning the assessment of risk for the client or the information to be obtained from or submitted to the client are regulated by other provisions regulating banking services or consumer loans, Articles 212, 214, 215 and 216 hereof shall not apply to the issues that are equally regulated by the stated other provisions.

Article 219

(Provision of investment services ordered by another brokerage company)

(1) If a brokerage company refers a client to another brokerage company to provide investment services or ancillary investment services for the client’s account, the brokerage company to which the client was referred, may rely on the information on the client submitted to it by the referring brokerage company.

(2) A brokerage company that referred a client shall, in the relationship with such client, remain responsible for the accuracy and completeness of the information on the client that it submitted to the brokerage company to which it referred the client.

(3) The brokerage company to which the client was referred, may also rely that the referring brokerage company gave the client adequate recommendations and explanations about the services and activities for which the client was referred to another brokerage company.

(4) A brokerage company that referred a client shall, in the relationship with such client, remain responsible for the accuracy and appropriateness of the recommendations and explanations given to the client, referred to in the third paragraph hereunder.

(5) The brokerage company to which the client was referred shall be responsible for adequate provision of services or activities in accordance with Section 7.2 hereof, taking into account the responsibility of the brokerage company that referred the client, specified in the second and the fourth paragraphs hereunder.

(6) The referral of the client under the first through fifth paragraphs hereunder shall mean forwarding an order on behalf of and for the account of the client.

Article 220

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(Regulations on the provision of investment services)


1. detailed contents and the method of keeping records and documents under Article 202 of this Act,

2. in respect of the execution of the clients’ orders for the purchase or sale of financial instruments:

- the criteria for determining the significance of various factors from Article 226 hereof which serve as the basis for assessing the best possible outcome for the client, taking into account the value and type of the order and the professional/non-professional status of the client,

- the factors that can be considered by a brokerage company in reviewing its systems for the execution of orders and the circumstances in which these systems could be significantly changed, in particular the factors for determining which places of execution of the clients’ orders could facilitate regular achievement of the most favourable outcomes for the clients,

- the characteristics and scope of information a brokerage company must provide to its clients in accordance with paragraphs two to four of Article 227 and Article 228 hereof,

3. in respect of the execution of the clients’ orders:

- detailed conditions and characteristics of procedures referred to under the first paragraph of Article 231 hereof,

- detailed rules on the execution of limited and other orders issued by clients,

4. in respect of the transactions with eligible counterparties:

- request procedures to be treated as a client referred to in the third paragraph of Article 235 hereof;

- procedures for obtaining approval under the fifth paragraph of Article 235 of this Act,

- predetermined proportionality requirements which include quantity thresholds on the basis of which a company can be treated as eligible counterparty according to the fourth paragraph of Article 235 hereof,

5. detailed rules on the management, conditions for entry and public availability of the register of tied agents,

6. other detailed rules on the provision of investment services and activities.

(2) Based on the regulation stipulated by Points 1, 2 or 4 of the first paragraph hereunder, the agency must comply with the regulation or appropriately transpose the regulation by means of another implementing act issued by the Commission on the basis of the tenth paragraph of Article 19, sixth paragraph of Article 21 or the firth paragraph of Article 24 of the Directive 2004/39/EC.

7.2.3 Brokerage services

7.2.3.1 General Provisions

Article 221

(Application of Subsection 7.2.3)

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(1) Subsection 7.2.3 hereof shall apply to investment services and activities stipulated by Points 1 or 2 of the first paragraph of Article 8 hereof, provided that the investment firm provides them for the account of the client.

(2) Subsection 7.2.3 hereof shall apply mutatis mutandis also to investment services and activitiesfrom Points 3 through 7 of the first paragraph of Article 8 hereof and for ancillary services unless otherwise stipulated by this Act for any of these services or activities.

Article 222

(Agreement on brokerage services)

(1) An agreement on brokerage services shall be an agreement whereby the brokerage company obliges itself to buy and sell financial instruments at the order of and for the account of a client and whereby the client obliges itself to pay a commission with regard to those financial instruments.

(2) Prior to accepting the first individual client’s order to buy or sell securities, the brokerage company shall be obliged, with the said client, to enter into a general brokerage agreement in writing.

Article 223

(Locations for accepting clients’ orders)

(1) A brokerage company shall accept the clients’ orders for the purchase or sale of financial instruments at the registered office of the company or in other office that executes client orders.

(2) A brokerage company may also accept clients’ orders in its own offices that do not execute orders and/or offices of tied agents which, on behalf of and for the account of the brokerage company, accept clients’ orders having first checked the clients' identity.

(3) When a brokerage company accepts orders in the manner referred to in the preceding paragraph hereunder, the general conditions of operation must stipulate a time period in which the order is to be submitted to the head office of the brokerage company and/or that office of the brokerage company executing clients’ orders. A client must be explicitly reminded of that provision of the general conditions of operation at the time of submitting the order.

(4) An order shall be deemed as accepted when it is accepted by the brokerage company at its head office and/or at the office of the brokerage company executing clients’ orders.

(5) A brokerage company shall ensure appropriate traceability and record of placed orders referred to in paragraphs (1) and (2) of this Article in a durable medium. A durable medium shall be an instrument which enables its user to store information addressed personally to him in a way that is accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.

Article 224

(Confirmation of acceptance of clients’ orders)

(1) A brokerage company shall be obliged to deliver a confirmation of the acceptance of the order to the client.

(2) A brokerage company shall be obliged to send a confirmation of the acceptance of the order to the client no later than the next working day after the receipt of the order.

(3) Paragraphs 1 and 2 shall apply mutatis mutandis also to the change or cancellation of an order.

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Article 225

(Acceptance and refusal of an order)

(1) If a brokerage company refuses to accept a client’s order, the client must be informed of such refusal immediately after receiving the order, unless a different deadline is specified in the second or the third paragraph hereunder. The notification must involve the reason for the refusal to accept the order.

(2) When a brokerage company’s general conditions of operation stipulate that it is not obliged to accept the order to sell financial instruments as long as the financial instruments which are the subject of the order are not transferred to the client’s account of book-entry securities kept with the brokerage company, or otherwise enables the brokerage company to dispose of such financial instruments the time period with regard to the notification referred to in the first paragraph hereunder shall start:

1. if the subject of the client’s order is book-entry securities entered in the central register:

- from the moment the brokerage company can establish that the client’s account kept with the brokerage company does not contain the securities or a sufficient amount of the securities which are the subject of the client’s order; or

- if the client, together with the order to sell, also submits to the brokerage company an appropriate order to transfer securities between the accounts of the same holder, from the moment the brokerage company can establish that it is impossible to execute such an order,

2. if the subject of the client’s order are other financial instruments: from the moment the brokerage company can establish that the client enabled it to dispose of such financial instruments.

(3) When, in the event of an order to buy, the brokerage company requires that the client, prior to executing the order, make an advance payment for covering the price and expenses arising from the execution of the order, the time period with regard to the notification referred to in the first paragraph hereunder shall run from the moment when the brokerage company can establish that such an advance payment was not made.

(4) If a brokerage company does not refuse to execute an order it shall be deemed that the order was accepted on the day of expiry of the deadline for notifying the client on the refusal of accepting the order.

7.2.3.2 Execution of orders

Article 226

(Executing orders under the most favourable conditions for the client)(1) When executing the clients’ orders, a brokerage company must take all the necessary measures to execute the client’s order under the conditions that are the most favourable for the client, taking into account the factors that are important for the execution of the order, such as the price, speed, probability of conclusion and settlement of the transaction, value and characteristics of the client’sorder and other circumstances important for the execution of the order.

(2) If a client’s order contains specific instructions about all the factors referred to in the first paragraph hereunder, a brokerage company must execute it in accordance with the client’s instructions and shall not be obliged to take the measures specified in the first paragraph hereunder.

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(3) If a client’s order contains specific instructions about certain factors referred to in the first paragraph hereunder, a brokerage company must execute it, as far as these factors are concerned, in accordance with the client’s instructions and shall be obliged to take the measures specified in the first paragraph hereunder in respect of all other factors.

Article 227

(Policy of the execution of clients’ orders)

(1) A brokerage company must set up and implement the system and the procedures that enable efficient implementation of its obligations from Article 226 hereof. In particular, it must set up and implement the policy of the execution of clients’ orders that enables the execution of the clients’ orders under the conditions that are the most favourable for the client under Article 226 hereof.

(2) The policy of the implementation of orders must contain information on the locations at which the brokerage company executes the clients’ orders and the factors that impact the selection of the location for the execution of the clients’ orders for each type of financial instruments in relation to which the brokerage company accepts the clients’ orders. It must comprise at least the locations for the execution of the clients’ orders at which the brokerage company consistently achieves the conditions for the execution of orders that are the most favourable for the clients.

(3) A brokerage company shall be obliged to inform the client about its policy of executing the clients’ orders.

(4) Before a brokerage company starts providing investment services for the client, it must obtain its prior consent to the policy of the execution of clients’ orders.

Article 228

(Location of the execution of clients’ orders)

(1) If the policy of the execution of clients’ orders foresees the possibility of executing the orders outside a regulated or an MTF market, the brokerage company must point out this option to the client.

(2) Before executing a client’s order outside a regulated market or an MTF, a brokerage company must obtain explicit consent of the client for the execution of such order.

(3) A client may either give the consent from the second paragraph hereunder either as a general consent regarding all orders or a special consent in respect of the execution of individual orders.

Article 229

(Monitoring and assessing the efficiency of the policy of executing the orders)

(1) A brokerage company must monitor the efficiency of the system, the procedures and the policy of executing the orders in order to be able to establish and eliminate the deficiency of these measures and policies. In particular, it must regularly assess if the locations for executing orders comprised in the policy of executing the orders under the conditions that are the most favourable for the clients and if it is necessary to appropriately change the measures for the execution of client orders.

(2) A brokerage company must inform the clients on each important change of the system and procedures and the policy of executing the orders.

(3) A brokerage company must:

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1. provide evidence for the client, if requested, that the client’s order has been executed in accordance with its policy of executing the orders, and

2. establish and implement appropriate measures for monitoring the execution of orders that enable it to prove the circumstances referred to in the previous point.

Article 230

(Validity of the order)

(1) The order shall cease to be valid:

1. when cancelled by the client or

2. upon the expiry of validity specified in the order.

(2) The cancellation of the order shall have legal effect if the brokerage company receives it during the period when cancellation of the legal transaction is still possible, as specified by the brokerage company in respect of the execution of the order.

(3) A discretion order shall also cease to be valid:

1. if a brokerage company received it before the end of trading on the market on which the order is to be executed: at the end of the day on which the order was received,

2. if a brokerage company received it after the end of trading on the market on which the order is to be executed: at the end of the next trading day following the day on which the order was received.

Article 231

(Procedures and measures for the implementation of client orders)

(1) A brokerage company that executes the orders for the account of the clients must set up and implement appropriate procedures and measures that ensure regular, fair and quick implementation of orders of individual clients in relation to the execution of orders of the other clients and conclusion of transactions for own account.

(2) The procedures and measures from the first paragraph hereunder must enable the execution of client orders of the same type in the chronological order of receipt.

Article 232

(Execution of limited orders)

(1) If a brokerage company is not able to immediately execute the limited order the subject of which are the shares admitted to trading on a regulated market in view of the prevailing conditions on the market, it must, unless explicitly specified otherwise by the client in the order, take all the appropriate measures that ensure the fastest possible execution of the order in a manner that is readily accessible to other participants on the market.

(2) It shall be deemed that a brokerage company has fulfilled the obligation referred to in the first paragraph hereunder if it has published the offer for concluding a transaction with the contents of the order in the trading system of a regulated market or an MTF.

(3) The agency shall exempt a brokerage company, upon its request, from the obligations stipulated in the first paragraph hereof for large-value orders in comparison with the ordinary market value stipulated in the provision of Point 6 of the first paragraph of Article 313 hereof.

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Article 233

(Execution of discretion orders)

(1) A brokerage company shall be obliged to execute a discretion order when it is established with all due care that, taking into account the current market situation, the execution of the order is most favourable for the client’s interests.

(2) In executing a discretion order, a brokerage company shall not be allowed to enter a counter order to buy and/or sell securities for the account of another client which submitted a discretionorder for the brokerage company’s own account or for the accounts of the persons referred to in Point 2 of Article 197 hereof unless this is allowed by the rules of trading on a regulated market or an MTF on which such order is executed.

Article 234

(Trading for a joint account)

(1) When a brokerage company accepts several discretion orders and/or when it receives several concurrent orders to buy and/or sell financial instruments under equal conditions, it may execute such orders simultaneously (hereinafter: trading for a joint account).

(2) A brokerage company must specified detailed rules on the trading for a joint account in its policy of the execution of client orders.

Article 235

(Execution of orders for eligible counterparties)

(1) The seventh paragraph of Article 202, Articles 212 through 218, 226 through 229 and Article 231 hereof shall not apply to the execution of an order for an eligible counterparty. If a brokerage company treats the eligible counterparty as a professional client in accordance with Articles 207 through 210 hereof, the agreement may limit or exclude the application of other provisions of Section 7.2.

(2) Under the first paragraph hereunder, the following Member State persons shall be considered eligible counterparties:

1. investment firm,

2. credit institution,

3. insurance company or reinsurance company,

4. collective investment undertakings - UCITS and companies for managing such undertakings,

5. pension funds and companies managing them,

6. other regulated financial institutions,

7. persons under points 11 and 12 of the first and the second paragraphs of Article 34 of this Act.

(3) Classification among eligible counterparties in accordance with the second paragraph hereof shall not exclude the right of the said persons to demand either in general or in relation to a specific transaction, that a brokerage company treats them as clients to which the provisions of the first paragraph hereunder apply. If the said person exercises this right and if brokerage company treats such person as a professional client in accordance with Articles 207 through 210 hereof, the

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agreement may limit or exclude the application of other provisions of Section 7.2, with the exception of the provisions of the first paragraph hereunder.

(4) A brokerage company may also recognise as eligible counterparties other Member State undertakings meeting pre-determined proportionate requirements, including quantitative thresholds. If a brokerage company plans to conclude a transaction with a counterparty for which the laws of another Member State apply, the assessment and its treatment as eligible counterparty shall be based on the laws of the Member State in which it has its registered office.

(5) Prior to the execution of the order for a company referred to in the fourth paragraph hereunder, a brokerage company must obtain from the company concerned an express consent that the brokerage company treats the company as eligible counterparty. Such consent can either be issued as a general consent for all activities or for each individual activity.

(6) A brokerage company may treat as eligible counterparties also the following:

1. a third country person equivalent to the persons from the second paragraph hereunder, and

2. a third country company that meets the requirements from the fourth paragraph hereunder.

Article 236

(Statement of transactions made)

(1) A brokerage company shall be obliged to present to the client a statement of transactions made no later than on the following working day after the meeting of the obligation arising from the transaction made for the client’s account, unless otherwise stipulated by the second and the third paragraphs hereunder.

(2) A brokerage company that acted as an intermediary in the conclusion of a transaction in another Member State must send the statement of transaction made to the client no later than the next business day following the day it receives the appropriate statement of transaction made from the Member State investment firm through which the client order was executed.

(3) The second paragraph of this Article shall apply mutatis mutandis to the conclusion of a transaction in a third country.

7.2.3.3 Special rules for the operations through tied agents

Article 237

(Register of tied agents)

(1) The agency shall keep a register of tied agents (hereinafter: the register of agents).

(2) The following shall be entered in the register of agents:

1. tied agent with a registered office in the Republic of Slovenia, and

2. tied agent with a registered office in another Member State whose regulations do not allow its investment firms to authorise tied agents and which was authorised by a brokerage company.

(3) A tied agent shall be entered in the register of agents if it has good reputation and adequate general, professional and business knowledge needed for appropriate intermediation of all information regarding the services offered to its clients or potential clients.

(4) The agency decides on the application for the entry in the register of agents by issuing a decision.

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(5) The register of agents must contain at least the following data on the persons from the second paragraph hereunder:

1. unique identification,

2. personal name and permanent address of a natural person or registered name and registered office of a legal entity.

(6) The agency must submit to the brokerage company all the information available to it and needed by the brokerage company to verify the appropriateness of a tied agent referred to in the second paragraph hereunder that it intends to authorise.

(7) The agency must regularly maintain the register of agents and provide public accessibility to data entered in it.

(8) Articles 187 and 189 through 191 of this Act shall apply mutatis mutandis for the entry and deletion of tied agents into/from the register of agents.

Article 238

(Responsibility of a brokerage company for the actions of a tied agent)

(1) A brokerage company may, in accordance with Article 239 hereof, authorise a tied agent to perform the following activities on its behalf:

1. present its services,

2. conclude transactions,

3. accept and forward the orders of clients and potential clients,

4. sell financial instruments; and

5. provide advice to clients or potential clients in relation to financial instruments or services offered by the brokerage company.

(2) A brokerage company that authorises a tied agent shall remain without limitation and unconditionally responsible for all the actions or omissions of the agent in the provision of services on its behalf.

(3) A brokerage company must make sure that a tied agent discloses to a client or a potential client immediately after establishing contact or prior to the beginning of the operations with such client that they act as a tied agent and state the brokerage company it represents.

(4) A brokerage company may not authorise a tied agent to dispose with the financial instruments or cash funds of its clients on its behalf.

Article 239

(Obligations of a brokerage company in relation to tied agents)

(1) A brokerage company may only authorise a tied agent entered in the register of agents referred to in Article 237 hereof or a public register of tied agents of another Member State.

(2) A brokerage company must supervise the actions referred to in the first paragraph of Article 238 hereof provided on its behalf by a tied agent and take all the necessary measures needed for assuring that the agent performs such activities in accordance with the provisions of Point 1 of Article 197 hereof.

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(3) A brokerage company must take all the necessary measures needed for assuring that other transactions performed by a tied agent and to which the provisions of this Act on investment and ancillary investment services and activities do not apply, do not have negative impact on the provision of investment services and activities provided by the agent for the brokerage company.

7.2.4 Portfolio management

Article 240

(Agreement on the portfolio management)

(1) An agreement on the portfolio management shall be an agreement whereby the brokerage company obliges itself, in accordance with the investment policy laid down in the agreement and for the account of the client, to invest the client’s cash funds in financial instruments and manage the client’s portfolio of such investments, for which the client is obliged to pay commission.

(2) Agreements on the portfolio management must be made in writing.

(3) The agreements referred to in the first paragraph hereunder must stipulate:

1. the amount of financial assets which the client allocates to the management pursuant to the agreement,

2. the investment policy,

3. the amount of commission and the method of calculating the basis and/or bases of commission.

(4) When, at the time of making the agreement referred to in the first paragraph hereunder, the client allocates financial instruments for management to the brokerage company, the agreement must involve a special attachment with a list of those financial instruments including their designations and quantities.

(5) The contracting parties shall devise an investment policy by determining:

1. the types of financial instruments,

2. the characteristics pertaining to the issuers of financial instruments,

3. the maximum share of investments in individual types of financial instruments,

4. other circumstances relevant to determining the investment’s degree of risk exposure.

Article 241

(Investment types)

(1) A brokerage company must manage a client’s financial instruments in accordance with the investment policy specified in the agreement and with the aim of achieving the best conditions for the client in terms of the value of its portfolio of financial instruments and the most appropriate conditions regarding the investment risks related to its portfolio.

(2) A brokerage company may acquire these financial instruments for the account of the client only on the basis of express written consent of the client:

1. financial instruments with the exception of the money-market instruments not traded on a regulated market,

2. derivative financial instruments.

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(3) A client may either give the consent from the second paragraph hereunder either as a general consent in the agreement on the portfolio management or a special consent for each individual investment.

(4) The consent referred to in the second paragraph hereunder given by a client a brokerage company must treat as a non-professional client shall only have a legal effect if the brokerage company took the following steps prior to obtaining the client’s consent:

1. it provided the client with the information in accordance with the third paragraph of Article 212 of this Act,

2. it recommended the client in accordance with the first paragraph of Article 214 hereof, which financial instruments are suitable for it and

3. warned the client about the financial instruments referred to in the second paragraph hereunder that the brokerage company considered non-suitable for the client.

Article 242

(Report on investment balance involving a statement of transactions)

(1) A brokerage company shall be obliged, at least once every three months as of the last day of the quarter, to send a report on the investment balance involving a statement of transactions provided in the scope of portfolio management to the client for which it provides services with regard to portfolio management.

(2) A brokerage company and the client may agree upon a shorter period of reporting.

7.2.5 Rules of prudent management of financial instruments and clients’ cash funds

7.2.5.1 Common provisions

Article 243

(Application of Subsection 7.2.5 and Sub-subsections)

(1) All Sub-subsections of the Subsection 7.2.5 hereof shall apply to financial instruments and cash funds of the clients managed by the brokerage company either on its own behalf or and for the account of the clients or on behalf of and for the account of the clients which it obtained with the provision of investment services or ancillary investment services for the clients.

(2) Sub-subsection 7.2.5.2 hereof shall apply to financial instruments of the client entered in the central depository, with the exception of book-entry securities entered in the central register.

(3) Sub-subsection 7.2.5.3 hereof shall apply to book-entry securities registered in the central register.

(4) Sub-subsection 7.2.5.4 hereof shall apply to financial instruments of the client issued as written documents which are not kept by the central depository.

Article 244

(Delivery of financial instruments to the client)

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(1) A brokerage company shall be obliged, in accordance with the rules regulating the meeting of obligations arising from transactions made on a regulated market, to ensure that the book-entry securities bought by it on a regulated market for the account of a client, which are entered in the central register be transferred to that client’s book-entry securities account on the day of the execution of the order.

(2) The first paragraph hereunder shall also apply mutatis mutandis to the purchases of such financial instruments for the client’s account of:

1. book-entry securities entered in the central register that a brokerage company purchased for the client’s account outside a regulated market,

2. book-entry securities or other financial instruments entered in another central depository if the brokerage company or another investment firm manages the account of such client in the central depository under an agreement signed with the client.

(3) If a brokerage company purchases financial instruments, with the exception of the instruments from the first or the second paragraph hereunder, it must ensure that the client may dispose of such instruments on the next business day following the day they are received by the brokerage company on the basis of the stated transaction in accordance with Articles 247 through 252 hereof.

Article 245

(Delivery of cash amounts to the client)

(1) A brokerage company must immediately credit the purchase amount or the unused advance to the client’s cash account on the next day following the day of:

1. the receipt of the purchase amount arising from the transaction made for the account of the client, or

2. the statement of the purchase transaction pursuant to this Act or the receipt of the cancellation of the client’s purchase order in relation to which the client paid the advance.

(2) A brokerage company must credit the purchase amount received on the basis of exercising the rights arising from the client’s financial instruments to the client’s cash account on the next day following the day of receipt of such amount, unless the agreement of the management of these financial instruments authorises it to invest these cash amounts in other financial instruments.

(3) A brokerage company shall not be allowed to make any use of the clients’ cash funds either for its own account or for the accounts of other clients.

7.2.5.2 Custodian services for the clients’ financial instruments

Article 246

(Keeping of financial instruments in the central depository)

(1) If the client’s financial instruments are entered in the central depository, a brokerage company shall keep them in accordance with the rules used for such depository.

(2) If the rules of the central depository enable the keeping of client accounts in such depositary, a brokerage company must explicitly inform the client of such option and provide the following information in accordance with Article 212 hereof:

1. reduced risk and potential higher costs if the financial instruments in this central depository are kept on behalf of the client through the account of the client in such depository, and

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2. higher risk and potential reduced costs if the financial instruments in this central depository are kept on behalf of the brokerage company and for the account of the client through the account of the brokerage company in such depository or a sub-depositary account.

(3) If, in the case from the second paragraph hereunder, the client requests that its financial instruments be kept through its account in the central depository, the brokerage company must:

1. if it is itself a member of such central depository: open and manage the account of the client in which these financial instruments are entered,

2. if it is not itself a member of such central depository: ensure on behalf of and for the account of the client that a member of a central depository opens and manages the account of the client in which all these financial instruments are entered.

Article 247

(Sub-depository of financial instruments)

(1) If a brokerage company manages the financial instruments of its clients in the central depository for the account of the clients through its own account in the central depository or through another intermediate sub-depositary, it must set up and manage a sub-depository of these financial instruments (hereinafter: sub-depository).

(2) A brokerage company must keep the following data in the sub-depository for each type of the clients’ financial instruments:

1. total balance of individual type of financial instruments kept in a sub-depository,

2. the following data on the client for the account of which these financial instruments are kept:

– personal name, tax identification number, permanent or temporary address of a natural person or registered office and registered name of a legal entity,

– the data about restrictions on disposal and personal name, tax identification number, permanent or temporary address of representatives or proxies.

3. balances and all changes in the balances of individual client’s financial instruments,

4. balances and all changes in the balances of third party rights to individual client’s financial instruments,

5. amounts of payments to the client on the basis of implementing the rights arising from individual client’s financial instruments and the legal basis for these payments.

(3) A brokerage company must manage the sub-depository in such a manner that it is always possible to verify:

1. each change in the balance of individual client’s financial instruments in terms of the quantity and legal base for such change,

2. each change in the balance of third party rights to individual client’s financial instruments in terms of the quantity and legal base for such change,

3. each payment to the client on the basis of implementing the rights arising from individual client’s financial instruments in respect of the amount and the legal basis for these payments,

4. total balance of individual type of financial instruments kept in a sub-depository and a comparison of such balance with the balance of financial instruments in a brokerage company in the central depository or an intermediate depository of another sub-depositary.

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(4) A brokerage company must enable the entry and management of these rights of third persons in the sub-depository:

1. lien, including

- maximum lien and

- lien created in such a manner that it refers to the current balance of all financial instruments credited to individual holders in the sub-depository,

2. usufruct,

3. option to purchase,

4. right of pre-emption, and

5. right to prohibit the disposal.

(5) A client may execute a fiduciary transfer of financial instruments entered in the sub-depository to the brokerage company or any other creditor for collateralising its or a third person’s existing or future liabilities. The rules of the law regulating property relationships, the transfer of property right for collateralisation shall apply mutatis mutandis for the relationship based on the basis of a fiduciary transfer from the first sentence hereunder, except for the requirement for the conclusion of the agreement in a notarised form.

(6) A brokerage company may not use the financial instruments of an individual client neither for its own account nor for the account of another client, with the exception of the case referred to in Point 2 of the first paragraph of Article 203 hereof.

(7) As to the management of sub-depository the provisions of the Sub-subsection 7.2.5.3 shall apply mutatis mutandis with the exception of the third paragraph of Article 253, the first paragraph of Article 257 and Article 260 of this Act. In the mutatis mutandis application of the provisions of the first sentence of this paragraph:

1. the term “financial instruments” shall be used instead of “book-entry securities”,

2. the term “account of financial instruments in sub-depository” shall be used instead of “account of book-entry securities”,

3. the term “sub-depository” shall be used instead of “central register”.

Article 248

(Rules of the sub-depository)

(1) A brokerage company must adopt and publish the rules of the sub-depository.

(2) The rules of the sub-depository shall stipulate:

1. the method of managing the sub-depository and the manner of making entries in the sub-depository,

2. the manner in which the brokerage company exercises the rights arising from the clients’ financial instruments,

3. the contents and manner of issuing the orders by the clients or the holder of third-party rights to dispose of the client’s financial instruments,

4. frequency and manner of issuing reports on the balance of financial instruments of the client and the rights of third persons to these financial instruments,

5. the contents and the manner of submitting the request for the statement from sub-depository.

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(3) A brokerage company must publish the rules of the sub-depository on its public websites.

(4) A brokerage company must submit the rules of the sub-depository to the agency three business days prior to their publication according to the third paragraph of this Article.

Article 249

(General effects of the entries in the sub-depository)

(1) With the entry of financial instruments in the sub-depository for the credit of each client, the following obligations shall arise for the brokerage company in its relationship with the client:

1. the obligation to exercise the rights arising from these financial instruments for the account of the client,

2. the obligation to dispose of these financial instruments upon the order of the client and for its account either by transferring them to the credit of another person or by entering a third party right under such financial instruments.

(2) The entry of the right of the third person to the financial instrument of the client in the sub-depository which was performed on the basis of such client’s order, shall have effect in relationship with such client and its creditors.

(3) With the entry of the right of the third person to the financial instrument of the client in the sub-depository which was performed on the basis of such client’s order, the following obligations shall arise for the brokerage company towards the holder of the third party right in terms of the contents of such right:

1. if the holder of a third party right is entitled to the returns generated by the financial instrument: the obligation to exercise these rights arising from these financial instruments for the account of the holder of the third party right,

2. if the holder of a third party right is entitled to sell the financial instruments to repay its claims: the obligation to adequately transfer these financial instruments for the benefit of another person on the basis of the order and for the account of the holder of third party rights.

(4) The effects of the entry from the first paragraph hereunder which was performed for the benefit of a person in good faith shall also arise if it was carried out without the correct order of the previous holder of financial instruments or the holder of a third person’s right to financial instruments or another valid legal basis.

(5) A brokerage company may, without a special order of the holder of financial instruments or the rights of third person to financial instruments delete the entry errors made for the benefit of suchperson, provided that no rights of a third person acting in good faith are violated and if one of the following conditions are met:

1. the entry was made on the basis of an error or operative mistake without a correct order of the holder of financial instruments or the holder of a third person’s right to financial instruments or another valid legal basis, or

2. the entry was made as a conditional entry subject to making the appropriate entry with the intermediate sub-depository or central depository, but such entry was not made or was later annulled.

(6) Paragraphs two to five shall apply mutatis mutandis also to the entry of rights of third persons and other legal facts based on the provisions of competent state authorities.

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Article 250

(Delivery of financial instruments entered in the sub-depository to the client)

(1) The client for the benefit of which financial instruments of a certain type are entered in the sub-depository may demand from the brokerage company at any time to deliver the following quantity of financial instruments:

1. in the case of shortage in sub-depository: the quantity that corresponds to the share of such client in such type of financial instruments from the second paragraph of Article 252 hereof,

2. in case there is no shortage in sub-depository: the quantity that corresponds to the balance of such type of financial instruments credited to the client in the sub-depository.

(2) A brokerage company must deliver to the client the financial instruments referred to in the first paragraph hereunder at the expense of the client in the following way:

1. if such financial instruments are credited to the account of a brokerage company in the central depository of such financial instruments: in the way that on the basis of the client’s request it ensures that the client’s account is opened in the central depositary and the financial instruments are transferred to the credit of the client’s account, if such delivery is allowed and possible under the laws regulating central depository,

2. if such financial instruments are credited to the account of an intermediate sub-depository kept by it on behalf of the brokerage company in the central depository of such financial instruments: in the way that on the basis of the client’s request it ensures that the sub-depository transfers the client’s financial instruments to the credit of the client’s account opened with this or another sub-depository if the transfer as required by the client is allowed and possible.

(3) The first and the third paragraphs hereunder shall not exclude the application of special rules on the disposal of financial instruments of investment funds, mutual pension funds and the cover of assurance of the insurance companies.

Article 251

(Effects of the entries in the sub-depository in terms of the creditors)

(1) The entry of financial instruments in the sub-depository for the benefit of an individual client shall be effective in relationship to its creditors and the creditors of the brokerage company so that these financial instruments count as the property of the client.

(2) The creditors of a brokerage company shall not be able to adopt compulsory measures, not even in the bankruptcy proceedings, in respect of the financial instruments credited to the client in the sub-depository of the clients’ financial instruments in order to collect their receivables due from the brokerage company.

(3) In the case of the bankruptcy of a brokerage company, the financial instruments credited to the clients in the sub-depository, are not part of the bankruptcy estate of the brokerage company and each client may request to be excluded from the bankruptcy estate of the brokerage company and be delivered the amount of individual types of financial instruments specified in the first paragraph of Article 250 in the manner stipulated by the second paragraph of Article 250 hereof.

Article 252

(Shortage in sub-depository)

(1) If the balance of financial instruments on the account of a brokerage company in the central depository or another intermediate sub-depository through which a brokerage company manages

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the clients’ financial instruments is lower than the total balance of these financial instruments entered in the sub-depository kept by the brokerage company, then the brokerage company shall assume the responsibility in the relationship with its clients, for such shortage regardless of whether, in the relationship between the brokerage company and any intermediate sub-depositaries or central depositaries, this shortage is the responsibility of the brokerage company or other intermediate sub-depositaries or of the central depositary.

(2) In the case referred to in the first paragraph hereunder, an individual client may request from the brokerage company to be delivered only the quantity of financial instruments corresponding to the share of relationship between:

1. the balance of financial instruments entered in the sub-depository of financial instruments credited to such client, and

2. the total balance of financial instruments entered in the sub-depository of financial instruments credited to all clients.

(3) In addition to delivering the quantity of financial instruments from the second paragraph hereunder, a client shall also be entitled to demand from the brokerage company to be compensated any damage suffered as a result of the shortage of financial instruments.

(4) A brokerage company may limit or exclude its damage liability for the shortage in the sub-depository for which another sub-depository or central depository is responsible, by means of a contract. In such case a brokerage company must exercise, for the account of and at the expense of the client, appropriate damage and other claims in relationship with the responsible person or transfer such claims to the client, if so requested by the client.

7.2.5.3 Managing the accounts of book-entry securities entered in the central register

Article 253

(Agreement on keeping accounts of book-entry securities)

(1) An agreement on keeping accounts of book-entry securities shall be an agreement whereby a brokerage company obliges itself to open an account for book-entry securities in the central register and, on that account, to manage book-entry securities on behalf of and for the account of the client and to enter the client’s orders to dispose of such securities, for the provision of which services the client is obliged to pay commission.

(2) Prior to opening an account for an individual client, the brokerage company shall be obliged to enter into a general agreement on keeping accounts of book-entry securities with that client in writing.

(3) A brokerage company shall be obliged to keep accounts of book-entry securities and enter the orders for transfers between accounts or for the entry or deletion of the rights of third persons to such securities in accordance with both the ZNVP and the rules and instructions of the central clearing and depository house regulating the keeping of the central register of book-entry securities.

Article 254

(House account)

(1) A brokerage company shall be obliged to keep all book-entry securities that it holds in a special account for book-entry securities (hereinafter: house account).

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(2) A brokerage company shall not be allowed to transfer to the house account those securities held by its clients or acquired for the clients’ accounts, unless there exists a valid legal basis for such transfer.

(3) A brokerage company shall not be allowed to keep securities that it holds in the clients’ accounts kept at the said brokerage company.

(4) A brokerage company may keep one or more house accounts.

Article 255

(Client accounts and management account)

(1) A brokerage company shall be obliged to keep book-entry securities that it holds for each individual client in a special account for book-entry securities of such client (hereinafter: client’s account).

(2) When a brokerage company performs services for an individual client with regard to portfoliomanagement, it shall be obliged to keep the book-entry securities which are the subject of the said management in that client’s special account for book-entry securities (hereinafter: management account).

(3) A brokerage company shall be obliged to perform all transfers of securities bought and sold for the account of the client on the basis of the agreement of portfolio management through the management account.

(4) Upon the request of the client, a brokerage company must keep such client’s book-entry securities on a fiduciary account, if the client is a notary public, a lawyer, legacy custodian, special custodian, insolvency manager or another person providing custodian services in the scope of its regular activity or occupation.

(5) A fiduciary account referred to in the fourth paragraph hereunder is a type of client account with the following characteristics:

1. the holder of the account is the legal holder of book-entry securities credited to such account,

2. the holder of the account does not exercise the rights arising from book-entry securities credited to such account for themselves but for an account of one or more other persons.

(6) Notwithstanding the first paragraph hereunder, a brokerage company may keep such book-entry securities the rights arising from which are exercised for the account of one or more of its clients on a fiduciary account of which it is itself the legal holder:

1. book-entry securities issued by the Republic of Slovenia and

2. book-entry securities issued by another person, provided that the following two conditions are met in respect of such book-entry securities:

- such book-entry securities were admitted to trading on a regulated market or an MTF in a Member State or a third country and

- the settlement of transactions concluded on a regulated market or an MTF from the first indent of this Point is not performed through a settlement system kept by the central clearing and depository house.

(7) A brokerage company must keep a sub-depository for the book-entry securities kept on its fiduciary account referred to in the sixth paragraph hereunder.

(8) For the sub-depository referred to in the seventh paragraph of this Article, the provisions of Articles 247 to 252 of this Act shall apply mutatis mutandis.

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(9) A brokerage company may keep one or more fiduciary accounts referred to in the sixth paragraph hereunder.

Article 256

(Opening a client’s account)

Prior to entering a new client’s account in the central register of book-entry securities (opening a client’s account), a brokerage company shall be obliged to verify that client’s identity in a reliable manner.

Article 257

(Keeping clients’ accounts)

(1) A brokerage company may only enter a client’s order to transfer book-entry securities held by that client from the register account kept by the central clearing and depository house to the client’s account kept by this brokerage company only on the basis of an appropriate written order placed by the client (hereinafter: order for transfer between accounts of the same holder).

(2) A brokerage company shall not be allowed to enter a client’s order to transfer book-entry securities to the account of another client (hereinafter: order for transfer between accounts of several holders) and/or order to enter the rights of third parties attaching to book-entry securities held by the client (hereinafter: order for registration of the rights of third parties) without an appropriate written order placed by the client.

(3) When an order is placed by the client’s proxy the brokerage company shall only be allowed to make the proper entry referred to in the first and/or second paragraphs hereunder if the proxy submits a notarially authenticated proxy form issued by the client or if a certain person is, on the brokerage company’s premises, personally authorised by the holder to dispose of the securities kept at that holder’s account.

Article 258

(Transfer orders)

(1) Prior to entering the order of a holder for the transfer of book-entry securities credited to the account of the same or another holder in the central register, the brokerage company shall be obliged to ascertain the identity of the person placing the order.

(2) It shall be deemed that the order to sell book-entry securities on a regulated market also involves an order to transfer them from the client’s account in order to meet the obligation arising from the brokerage transaction concluded by a brokerage company for the account of the client with the aim of executing the client’s order.

(3) The first paragraph hereunder shall not apply to the orders to transfer book-entry securities from the client’s account which are entered by the brokerage company in providing services with regard to portfolio management.

Article 259

(Order of entering transfer orders)

A brokerage company shall be obliged to enter orders for transfers from an individual holder’s account and/or for the registration of the rights of third parties attaching to securities held by that

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holder in the chronological order in which complete orders for transfer from that account and/or orders for the registration of the rights of third parties are received in respect of the account concerned.

Article 260

(Form of account statement)

A brokerage company must issue the statements of the balance or transactions on the accounts with the statement of data received from the information management system of the central register from Article 420 hereof.

Article 261

(Statement on completed transfer)

(1) At a client’s request, a brokerage company shall be obliged, on the day following the receipt of the said request, to make a statement on transactions on the relevant client’s account within a specified period and on the new balance as of the day the statement is made.

(2) The first paragraph shall apply mutatis mutandis to the statement for the holder of the right of third party on the balance and transactions on the sub-account on which the right is entered.

Article 262

(Statement on the balance of and transactions on an account)

(1) A brokerage company shall be obliged, on a yearly basis, to provide the client with a statement on the balance of and annual transactions on the account managed for the client.

(2) A brokerage company and its client may agree upon shorter periods of reporting on the balance of and transactions on the account managed for the client.

7.2.5.4 Collective safekeeping of securities issued as written documents

Article 263

(Application of the rules on sub-depository)

(1) A brokerage company must keep the securities of the clients issued as written documents kept for the clients as a collective safekeeping in the case of:

1. bearer securities or

2. registered or order securities made out on the brokerage company.

(2) The provisions of Articles 247 to 252 herein shall apply mutatis mutandis to the collective safekeeping referred to in the first paragraph hereunder, as well as the general rules of the law ofobligations on the mixing of equivalents in the storage agreement.

Article 264

(Agreement on collective safekeeping of securities issued as written documents)

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Agreement on collective safekeeping of securities issued as written documents must be made in writing.

Article 265

(Depositary receipts and/or withdrawal receipts)

(1) At each deposit or withdrawal of securities kept in the collective safekeeping of the brokerage company, a brokerage company shall be obliged to issue a depositary receipt and/or withdrawal receipt to the client.

(2) At each deposit or withdrawal of securities kept in the collective safekeeping of the brokerage company, a brokerage company shall be obliged to issue a depositary receipt also in case the securities are delivered by another person for the account of the client.

Article 266

(Book of deposits and withdrawals)

(1) A brokerage company shall be obliged to keep a book of deposits and withdrawals, which records all deposits and withdrawals of securities in chronological order.

(2) The book of deposits and withdrawals shall also record data on the each receipt or disposal of securities kept in the collective safekeeping of the brokerage company which are held by the brokerage company itself.

7.2.5.5 Managing the clients' cash funds

Article 267

(Special cash account for the clients’ cash funds)

(1) A brokerage company shall be obliged to open a special cash account at a bank through which it shall accept and make payments arising from transactions made for the clients’ accounts, as well as manage clients’ cash funds (hereinafter: client’s cash account).

(2) A brokerage company shall not be allowed to accept and make payments arising from transactions made for its own account through the client’s special cash account.

Article 268

(Records on the client’s cash account)

A brokerage company must keep records on each client’s cash account.

Article 269

(Mutatis mutandis application of the rules on sub-depository)

(1) Points 1 and 2 of the second paragraph, Points 1 to 3 of the third paragraph and the second indent of Point 1 of the fourth paragraph of Article 247, Article 249, the first paragraph of Article 250 and the first and the second paragraphs of Article 252 hereof shall apply mutatis mutandis to the client’s cash account and the related records.

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(2) In the mutatis mutandis application of the rules on the sub-depository for the cash account of the clients and the related record of the client’s cash account:

1. the term “cash funds” shall be used instead of “financial instruments”,

2. the text “transfer of cash funds credited to the client’s cash account” shall be used instead of the text “delivery of financial instrument to client”,

3. the fact shall be considered that of the right of the third parties on the cash funds of the client credited to the client’s sub-account in the record of the client’s cash account only the lien can be created relating to the current balance of cash funds on such subaccount.

7.2.6 Protection of confidential data of the client

Article 270

(Confidential data)

A brokerage company shall be obliged to protect as confidential all data, facts and circumstances on individual clients available to it, regardless of the manner in which such data was obtained.

Article 271

(Obligation to protect confidential data)

(1) Members of the bodies, shareholders, partners or employees of the brokerage company or other persons which, in connection with their work in a brokerage company or provision of services for a brokerage company, have access to confidential data under article 270 hereof, may not disclose this data to third persons or to make use of them or enable third persons to make use of them.

(2) The first paragraph of this Article shall not apply:

1. if the client explicitly agrees in writing that certain confidential data may be communicated,

2. if these data is needed by the agency or another supervisory authority for the needs of supervision carried out in the framework of its competencies,

3. upon the submission of data to parent companies in respect of the supervision on the consolidated basis in accordance with paragraph 8 hereof or in accordance with the ZFK,

4. in other cases laid down in other acts.

Article 272

(Use of confidential data)

The agency or other authorities or persons may use the data acquired on the basis of the second paragraph of article 271 of the present law exclusively for the purpose for which the data has been acquired and in the cases laid down in other acts.

Article 273

(Measures for protection of confidential data)

(1) A brokerage company must organise its operation so as to ensure the efficient maintenance of confidential data and to protect against possible misuse of that data.

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(2) A brokerage company must regularly compile a list of securities and issuers in relation to which it has obtained the confidential data or the data which is considered inside information on the basis of Chapter 10 of this Act. All brokers and other persons who provide services relating to investment services and activities for the brokerage company must be familiar with the contents of the list.

(3) Brokers shall not be allowed to buy and/or sell the securities included in the list referred to in the second paragraph hereunder to clients for the account of the brokerage company, for their own accounts or for the accounts of persons referred to in Point 2 of Article 197 hereof.

(4) A brokerage company must keep a record of all transactions in securities included in the list referred to in the second paragraph hereunder, concluded by:

1. a person with the position of a member of its management or supervisory body,

2. a person employed by the brokerage company or other persons which, in connection with their work in a brokerage company or provision of services for a brokerage company, have access to confidential data under article 207 hereof,

3. close family members of persons referred to in Points 1 or 2 of this paragraph,

4. a company that is controlled by persons referred to in Points 1, 2 or 3 of this paragraph,

(5) A brokerage company must set up a system of regular reporting on the transactions referred to in the fourth paragraph hereunder and take the appropriate measures that ensure regular keeping of the record of such transactions.

7.3 Obligations of brokerage companies regarding the transparency and integrity of the market

7.3.1 General Rules

Article 274

(Principle of ensuring market integrity)

When providing investment services and activities, a brokerage company must act conscientiously and with a due professional fairness, care and diligence, in a manner that supports and promotes market integrity.

Article 275

(Reporting of transactions in financial instruments admitted to trading on a regulated market)

(1) A brokerage company that performed a transaction in any financial instrument admitted to trading on a regulated market must report about such transaction to the agency by no later than the end of the next business day after the conclusion of such transaction.

(2) The first paragraph hereunder shall apply to all transactions, regardless of whether they were concluded on a regulated market or outside such market.

(3) The transaction report referred to in the first paragraph of this Article must include the following data:

1. type and identification number of the financial instrument that was the subject of the purchase or sale,

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2. quantity,

3. day and hour of the transaction,

4. price and

5. data needed for the identification of investment firms that participated in the transaction.

(4) Report on the transaction from the first paragraph hereunder must be submitted to the agency either by the brokerage company itself or by the person that performed the transaction for the account of the brokerage company.

(5) The transaction report referred to in the first paragraph of this Article must be submitted to the agency by:

1. the operator of the system for concluding transactions or reporting on transactions authorised by the agency or a competent supervisory authority of another Member State or

2. the operator of a regulated market or an MTF on which the transaction was concluded.

(6) If the agency estimates that the reports referred to in the fifth paragraph hereunder comprise all the information that needs to be included in the reports referred to in the fourth paragraph hereunder, it may exempt the persons referred to in the fourth paragraph hereunder, with regulation on the basis of the provision from Point 1 of Article 277 hereof, from the obligation to report the transactions on which the persons referred to in the fifth paragraph hereunder must report to the agency.

(7) In the framework of the exchange of information under the third paragraph of Article 305 hereunder, the agency must submit information on the transactions in individual financial instruments to the supervisory authority of the Member State on the territory of which the market relevant for the liquidity of the financial instrument concerned is located.

(8) In the framework of the exchange of information under the third paragraph of Article 305 hereunder, the agency must submit information on the transactions reported to it by an investment firm of a Member State in accordance with Point 1 of the second paragraph of Article 178 hereof to the supervisory authority of such Member State, unless the supervisory authority informed the agency that it does not wish to receive such reports.

Article 276

(Disclosure of information on transactions concluded outside a regulated market or an MTF)

(1) If a brokerage company concluded a transaction in shares traded on a regulated market, outside a regulated market and outside an MTF for its own account or for the account of the client, it must disclose the quantity of shares and the price of such transaction, as well as the time of conclusion.(2) The brokerage company must disclose the information referred to in the first paragraph hereunder:

1. as soon as possible after the conclusion of the transaction,

2. under reasonable business terms and

3. in a manner that is readily accessible to other participants on the market.

(3) The provision of the third and the fourth paragraphs of Article 367 hereunder shall applymutatis mutandis to the disclosure of information referred to in the first paragraph hereunder.

Article 277

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(Provisions on market transparency and integrity)


1. detailed rules on the contents and the manner of reporting under Article 275 of this Act,

2. in respect of the disclosure of information on the transactions from Article 276 hereof:

- detailed rules on the manner of disclosing such information,

- detailed rules on the application of Article 276 hereof for the transactions in which the shares are used as collaterals for loan and other transactions in which the price of shares is determined on the basis of other factors and not on the basis of the current market price of the shares.

3. detailed organisational requirements for an MTF,

4. detailed rules in relation to the transparency of the supply and demand on an MTF from Article 286 hereof:

- the range of bid and offers or designated market-maker quotes, and the depth of trading interest at those prices, to be disclosed,

- the size and type of orders and on the market models in relation to which an MTF operator can be exempted from the obligation in accordance with the third paragraph of Article 286 hereof,

5. detailed rules in relation to the transparency of information about the transactions concluded on an MTF from Article 287 hereof:

- the scope of information to be publicly disclosed,

- on the conditions for deferring these disclosures,

6. in respect of the systematic internalisers:

- detailed rules on the system, organisation and frequency aspect of the operations of an investment firm which deals for its own account by executing client orders outside a regulated market or an MTF (the second paragraph of Article 16 hereof),

- detailed criteria on the application of Articles 288 and 289 hereof,

- detailed criteria for determining when a quote of a systematic internaliser is published on a regular and continuous basis and is easily accessible (the first paragraph of Article 290),

- detailed determination of assets and manner of public offerings of systematic internalisers, in which case the assets must comprise: the capacity of the regulated market to the listing of which the financial instrument was admitted, which is the subject of the offer, branches of other personsand own capacities,

- conditions for accepting binding offers (second paragraph of Article 290),

- detailed general criteria for determining the extraordinary market conditions and circumstances in which the binding offers can be withdrawn (the third paragraph of Article 290),

- detailed general criteria on the application of the fourth and the fifth paragraphs of Article 291 hereof,

- detailed criteria for determining when the number of client orders or the total quantity that is the subject of these orders significantly exceeds the number and quantity (the second paragraph of Article 293).

(2) Based on the regulation stipulated by Points 4, 5 or 6 of this Article, the agency must comply with the regulation or appropriately transpose the regulation by means of another implementing act issued by the Commission on the basis of the third paragraph of Article 29, third paragraph of Article 30 or the seventh paragraph of Article 27 of the Directive 2004/39/EC.

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(3) For the shares for which the market relevant for the liquidity according to the second paragraph of Article 27 of Directive 2004/39/EC is on the territory of the Republic of Slovenia, the agency must determine at least once a year the categories in which these shares shall be classified on the basis of the arithmetic means of the value of orders executed on the market with the shares of individual categories and taking into account the criteria for the application of the second paragraph of Article 27 of Directive 2004/39/EC, stipulated by the implementing regulation issued by the EU Commission on the basis of the seventh paragraph of Article 27 of Directive 2004/39/EC.

(4) The market of each individual share according to the third paragraph hereunder comprises all the orders executed in respect of such share in the EU, with the exception of the quantities that are considered large compared to the standard market size of the orders for such share.

(5) For each category of shares from the third paragraph hereunder, the agency must determine the standard market size of the orders for such share which shall be calculated as the arithmetic average of quantities that were the subject of the orders executed on the market of shares of individual category.

(6) The agency must publish the information on the categories of shares and the classification of shares in the categories pursuant to the third paragraph hereunder in such a manner that they will be available to all participants in the market.

7.3.2 Special rules for MTF

Article 278

(Additional organisational requirements for the operation of an MTF)

A brokerage company or a market operator that operates an MTF must, besides the organisational requirements stipulated by Section 7.1 hereof also meet the organisational requirements stipulated by Articles 279 through 284 hereof.

Article 279

(MTF rules)

(1) An MTF operator must determine:

1. transparent and predetermined rules and procedures for fair and organised trading on an MTF,

2. objective criteria and requirements for efficient implementation of orders on an MTF,

3. transparent rules regarding the criteria for determining the financial instruments that can be traded on an MTF,

4. transparent and non-discriminating rules on the access to an MTF.

(2) The provisions of the second paragraph of Article 357 and Points 1 and 2 of the first and the second paragraphs of Article 358 shall apply mutatis mutandis to the rules specified in Point 4 of the first paragraph of this article.

Article 280

(Disclosure of information on MTF)

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An MTF operator must ensure that sufficient publicly available information is provided to enable the users of an MTF to form an investment judgement, taking into account both the nature of the users and the types of financial instruments traded in the system.

Article 281

(Application of Section 7.2 for the transactions concluded on an MTF)

(1) For the transactions concluded in accordance with the rules of the MTF between the members and/or the participants in the system or between the system and its members or participants, Section 7.2 hereof shall not apply.

(2) Notwithstanding the first paragraph hereunder, the members or participants in an MTF must act in accordance with Section 7.2 hereof if they conclude transactions for the account of their clients on the basis of the clients’ orders in the system.

Article 282

(Fulfilment of obligations arising from transactions concluded on an MTF)

(1) An MTF operator must clearly inform the users of this system about their responsibilities for the fulfilment of obligations arising from transactions concluded in this system.

(2) An MTF operator must take appropriate steps that will ensure efficient fulfilment of obligations arising from transactions concluded in this system.

(3) With the aim of ensuring fulfilment of obligations referred to in the second paragraph hereunder regarding the fulfilment of obligations arising from all or individual transactionsconcluded in this system an MTF operator may enter into adequate legal relationships with the central counterparties or clearing houses and settlement systems of other Member States.

(4) The agency may not oppose the selection of a central counterparty or clearing house and settlement system referred to in the third paragraph hereunder unless this is obviously necessary for ensuring normal operation of the MTF, taking into account the requirements for the settlement systems stipulated in Article 460 hereof.

(5) For the agency to avoid unnecessary duplication of supervision, it must take into account the supervision of the central counterparties or clearing houses and settlement systems of other Member States referred to in the third paragraph hereunder, which is carried out by the central bank of those Member States or another supervisory authority competent and responsible for the supervision over the clearing and settlement systems.

Article 283

(Obligations of the issuers of financial instruments)

(1) If a transferable security that has been admitted to trading on a regulated market is also traded on an MTF without the issuer’s consent, the rules on the obligations concerning regular or occasional disclosure of information shall not apply to such issuer in relationship with the MTF concerned.

(2) Any provision of the MTF rules which is in contravention of the first paragraph hereunder shall have no legal effect.

Article 284

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(Obligations regarding temporary or permanent suspension of a financial instrument from an MTF)

An MTF operator must immediately suspend a financial instrument from trading on an MTF, temporarily or permanently, if requested by the agency.

Article 285

(Monitoring compliance with the MTF rules)

(1) An MTF operator must lay down and maintain efficient measures and procedures for regular monitoring of the compliance of the system participants with the set rules.

(2) An MTF operator must monitor the transactions concluded by the participants in the MTF in order to discover any violations of the rules of this system, inappropriate trading conditions or actions that have the characteristics of market abuse.

(3) An MTF operator must report to the agency about important violations of the MTF rules, inappropriate trading conditions or actions that have the characteristics of market abuse.

(4) An MTF operator must provide, upon the request of the agency, the supervisory authority of another Member State competent for the supervision of market abuses or another authoritycompetent for discovering or prosecuting the actions that are considered market abuse and without any unnecessary delay all the information required by them for the implementation of their competencies in respect of market abuse and ensure integral assistance in the investigation and prosecution of market abuse committed on or in relation to an MTF.

Article 286

(Transparency of information on the supply and demand on an MTF)

(1) If shares that are traded on a regulated market are admitted to an MTF, the operator of such MTF must disclose the following information on the supply of and demand for such shares on an MTF:

1. current bid and offer prices and

2. information on the depth of trading interest at those prices.

(2) The MTF operator must disclose the information referred to in the first paragraph hereunder:


2. continuously during regular trading periods.

(3) The agency shall exempt an MTF operator, upon its request, from the obligations referred to in the first paragraph hereunder and taking into account the market model or types and scope of transactions, in particular for large-value transactions in comparison with the market value that is usual for the shares or types of shares referred to in the first paragraph hereunder.

Article 287

(Transparency of information on the transactions concluded on an MTF)

(1) If shares traded on a regulated market are traded on an MTF, an MTF operator must disclose, in relation to the transactions concluded in such shares on the MTF, the information on the quantity, price and time of conclusion of each transaction.(2) The MTF operator must disclose the information referred to in the first paragraph hereunder as soon as possible after the conclusion of the transaction and under reasonable business terms.

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(3) The first paragraph hereunder shall not apply to information on transactions in shares concluded on an MTF that are disclosed in the system of the regulated market.

(4) The agency may allow an MTF operator to postpone the disclosure of information referred to in the first paragraph hereunder and taking into account the types and scope of transactions, in particular for large-value transactions in comparison with the market value that is usual for the shares or types of shares referred to in the first paragraph hereunder.

(5) An MTF operator must do the following for the postponement of disclosures referred to in the fourth paragraph hereunder:

1. obtain prior authorisation of the agency to the rules of this system which regulate the postponement of these disclosures and

2. clearly disclose the regulation in relation to the postponement of disclosures to market participants and the public.

(6) An MTF operator must obtain the approval of the agency before it starts using the tariff in the part regulating the fees for the disclosure of information specified in the second paragraph hereunder and any amendments of the tariff in this part.

(7) The agency may refuse the approval from the sixth paragraph hereunder if the fees for the disclosure of information under the second paragraph hereunder are not in accordance with the reasonable business terms or if such fees are discriminatory or unequal for individual users of information.

7.3.3 Obligations of systematic internalisers regarding the publication of binding offers

Article 288


(1) Subsection 7.3.3 hereof shall only apply to the obligations of a brokerage company acting as systematic internaliser to publish binding offers for shares admitted to trading on a regulated market:

1. in respect of which it acts as systematic internaliser and

2. in respect of which there exists a liquid market.

(2) If there is no liquid market for the shares referred to in the first paragraph hereunder, a brokerage company acting as systematic internaliser must disclose the offers to its clients upon their request.

(3) Subsection 7.3.3 hereof shall only apply to systematic internalisers referred to in the first paragraph hereunder that deal in such shares up to their standard market size. Subsection 7.3.3 hereof shall not apply to systematic internalisers that deal in such shares above the standard market size.

Article 289

(Define the content of the binding offer)

(1) In respect of the shares referred to in the first paragraph of Article 288 hereof, the systematic internaliser must publish public offers for the purchase or sale which are binding for it on the basis of the acceptance of the agreement on the purchase or sale of these shares under terms and conditions specified under Subsection 7.3.3 hereof (hereinafter: binding offer).

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(2) A systematic internaliser shall be free to determine the quantity or quantities of shares in respect of which they plan to issue binding offers (hereinafter: offered quantity). These quantities must correspond to the standard market sizes of transactions in the shares of the same class as the shares that are the subject of the binding offer.

(3) A binding offer must contain the offered purchase or sales price for each quantity that is the subject of such offer. The price must reflect the prevailing market situation in respect of the share that is the subject of the offer.

(4) For the purposes specified in the second sentence of the second paragraph hereunder, the systematic internaliser must classify the shares into classes prescribed by the supervisory authorityof the Member State of the relevant market in line with the second paragraph of Article 27 of Directive 2004/39/EC.

Article 290

(Publication, change and withdrawal of binding offers)

(1) A systematic internaliser must regularly and continuously publish its binding offers during the usual trading periods.(2) A systematic internaliser may change its binding offers if this is necessary for the alignment with the current market situation or in other cases stipulated by the provision of Point 6 of the first paragraph of Article 277 hereof.

(3) A systematic internaliser may withdraw its binding offers in the event of extraordinary market situation or in other cases stipulated by the provision of Point 6 of the first paragraph of Article 277 hereof.

(4) A change or withdrawal of a binding offer shall not influence the orders that a systematic internaliser received prior to the publication of such change or withdrawal of a binding offer.

(5) A systematic internaliser must publish the binding offers in a manner that is easily accessible, on a reasonable business terms, also to other participants on the market.

Article 291

(Execution of orders of a systematic internaliser’s clients)

(1) The term “execution of a client’s order” as used in this Article means “conclusion of a transaction with the client for own account of the systematic internaliser as the other contracting party”.

(2) If the systematic internaliser receives an order from its non-professional client regarding shares in relation to which it acts as a systematic internaliser, such order must be executed at a price published in its binding offer upon the receipt of such order if this is in line with its obligations stipulated in Articles 226 through 229 hereof.

(3) If the systematic internaliser receives an order from its professional client regarding shares in relation to which it acts as a systematic internaliser, such order must be executed at a price published in its binding offer upon the receipt of such order.

(4) Notwithstanding the third paragraph hereunder, a systematic internaliser may execute an order placed by a professional client in the justified cases at a price that is more favourable for the client:

1. if such price is within the range of published prices for such share and reflects the market situation in respect of such share and

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2. if the order is larger than the usual size of the orders placed by non-professional clients.(5) A systematic internaliser may execute an order of a professional client at a price different from the price referred to in the third paragraph hereunder without having to take into account the conditions from the fourth paragraph hereunder:

1. if the subject of the order is the purchase or sale of the basket of different financial instruments that comprise the shares in respect of which it acts as a systematic internaliser and if such order is to be executed as a single transaction, or

2. if the order does not have the characteristics of a limited order or an order that has to be executed at the current market price.

(6) If a systematic internaliser whose binding offer has only one subject, namely the offered quantity of shares or a quantity that is smaller than the standard market size, received an order from a client concerning a quantity that is larger than its offered quantity and smaller than the standard market size, it may also choose to execute the order in the part in which the offered quantity is exceeded, if executed at a bid price, unless it can be executed at a different price in accordance with the fourth or the fifth paragraph hereunder.

(7) If a systematic internaliser whose binding offer includes more than one offered quantity received an order from a client concerning a quantity that is larger than its offered quantity and decides to execute the order it must be executed at the bid price and taking into account its obligations stipulated by Articles 231 and 232 hereof, unless it can be executed at a different price in accordance with the fourth or the fifth paragraph hereunder.

Article 292

(Selection of addressees of binding offers)

(1) A systematic internaliser may determine, on the basis of the operating policy and without discrimination, the investors that will be granted access to their binding offers and thereby the position of the addressees of such offers. It must therefore adopt clear standards on the access to its binding offers.

(2) A systematic internaliser may refuse to enter into a business relationship or terminate business relationships with investors on the basis of commercial considerations such as the investor credit status, the counterparty risk and the final settlement of the transaction.

(3) A systematic internaliser must, in general operating conditions, determine the rules of accepting and implementing the orders of the clients with whom it must regulate the policy and the manner of providing its binding offers in such a way that it appropriately takes into account the professional or non-professional status of clients and so that it includes at least:

1. the assets and the manner of disclosure or the publication of binding offers,

2. standards and conditions and the manner of accessing its binding offers, including clear criteria for such access,

3. conditions, circumstances and manner of formulation, changing and withdrawal of binding offers,

4. the policy of limiting transactions concluded on the basis of its binding offers.

Article 293

(Limitation of the number of transactions)

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(1) A systematic internaliser may limit the number of transactions it is obliged to conclude under the terms of the binding offer with individual clients due to the limitation of exposure risk in the case of a large number of transactions in a non-discriminatory manner.

(2) A systematic internaliser may limit the total number of transactions it is obliged to conclude under the terms of the binding offer with several clients from which it received orders at the same time, if the number of clients or the total quantity that is the subject of such order, considerably exceeds the usual number or quantity due to the limitation of exposure risk in the case of a large number of transactions in a non-discriminatory manner and taking into account its obligations stipulated by Articles 231 and 232 hereof.

7.4 Out-of-court settlement of disputes

Article 294

(Method of out-of-court settlement of disputes)

A brokerage company must establish or participate in efficient out-of-court settlement of disputes between the brokerage companies and their non-professional clients and from their mutual contractual relationships in respect of brokerage services, book-entry securities account management or financial instruments management.

Article 295

(Obligations to provide explanation regarding the out-of-court settlement of disputes)

(1) A brokerage company must publish the information on the method of out-of-court settlement of disputes at a visible location in all premises in which it operates with clients and inform each non-professional client before the conclusion of an appropriate agreement on the services about such scheme and its rights arising from it.

(2) The notification specified in the first paragraph hereunder may be in a standardised form.

Chapter 8: SUPERVISION OVER THE PROVISION OF INVESTMENT SERVICES AND ACTIVITIES

Article 296

(Competence of the agency for the supervision over the brokerage companies)

(1) The agency is competent and responsible for the supervision over the brokerage company regarding all the services and activities performed in the Republic of Slovenia, a Member State or a third country.

(2) If this is necessary for achieving the purpose of supervision over the brokerage company, the agency may request from such persons adequate reports and information and carry out a review of their operations:

1. from persons who have close links with the brokerage company,

2. from persons to which a brokerage company transferred a significant portion of its business processes and

3. from the holders of qualified shares in a brokerage company.

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(3) When another supervisory authority is authorised to supervise a specific legal entity referred to under Paragraph 2 of this Article, the agency shall exercise supervision over the business operations of this legal entity in co-operation with the authorised supervisory authority in accordance with Section 7.2 of the ZBan-1 and in connection with the first paragraph of Article 301 hereof.

(4) With the aim of achieving the purpose of supervision over the brokerage company the agency shall be competent and responsible also for the supervision of:

1. the members of the management board of a brokerage company in the scope determined in Articles 68 through 70 of the ZBan-1 in connection with Article 157 hereof and

2. the holders of qualified shares in the scope determined in Section 2.4 of the ZBan-1 in connection with Article 155 hereof.

Article 297

(Competence of the agency for the supervision over the investment firm of a Member State or its subsidiary)

The agency shall be competent and responsible for the supervision over the investment firm of a Member State in respect of the services and activities it provides in the Republic of Slovenia and over the subsidiary of a Member State investment firm established in the Republic of Slovenia in the scope determined in the Sub-section 7.9.2 of the ZBan-1 in connection of the second paragraph of Article 301 hereof.

Article 298

(Competence of the agency for the supervision over a subsidiary of a third country investment firm)

The agency shall be competent and responsible for the supervision over a subsidiary of a third country investment firm founded in the Republic of Slovenia.

Article 299

(Competence of the agency for the supervision over tied agents)

(1) The agency shall be competent and responsible for the supervision over tied agents entered in the register of tied agents from Article 237 hereof.

(2) When supervising whether a tied agent meets the conditions from the third paragraph of Article 237 hereof, the agency may co-operate with the brokerage companies and banks that operate through such tied agent.

Article 300

(Competence of the agency for the supervision over other persons)

The agency shall be competent and responsible for the supervision over other persons that contrary to the prohibition stipulated by the fourth paragraph of Article 32 hereof provide investment services and activities in the scope determined in the Sub-section 7.9.4 of the ZBan-1 in connection of the third paragraph of Article 301 hereof.

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Article 301

(Application of the provisions on the supervision and the purpose of the supervision)

(1) The provisions of Articles 222, the first paragraph and Points 1 to 4 of the second paragraph of Article 223, Articles 225 to 252, and Articles 278 to 309 of the ZBan-1 shall apply mutatis mutandis to the supervision over the brokerage company referred to in the first paragraph of Article 296.

(2) The provisions of Articles 222, the first paragraph and Points 1 to 4 of the second paragraph of Article 223, Articles 225 to 252, and Articles 278 to 309 of the ZBan-1 shall apply mutatis mutandis to the supervision referred to in Articles 297, 298 and 299 hereof and the Subsection 7.9.2 of the ZBan-1 shall also apply to the supervision referred to in Article 297.

(3) Sections 7.3 and 7.4 of the ZBan-1 shall apply mutatis mutandis to the supervision referred to in Article 296 and 300 hereof, unless otherwise specified for each individual case.

(4) For a mutatis mutandis application of the provisions of ZBan-1 under Paragraphs 1, 2 and 3 of this Article:

1. the term “brokerage company” shall be used instead of “bank”, and the terms “Member State investment firm” or “third country investment firm” shall be used instead of “Member State bank” or “third country bank”,


3. the terms “parent investment firm” and “EU parent investment firm” shall be used instead of the terms “parent bank” and “EU parent bank”,


5. the term “investment services and activities” shall be used instead of “banking services” or “financial services”,

6. the term “guaranteed investor claim” shall be used instead of “guaranteed deposit”,

7. referral shall be made to this Act instead of the ZBan-1,

8. the word “Commission” shall be used instead of the words “Commission and the European Banking Committee” in the mutatis mutandis application of the second paragraph of Article 232 of the ZBan-1,

9. in the mutatis mutandis application of Section 7.9.2 of the ZBan-1, the referral to the second and third paragraphs of Article 178 hereof shall be used instead of the referral to the second and third paragraphs of Article 97 of the ZBan-1.

(5) Besides the purpose of the supervision according to Article 222 of the ZBan-1 in respect of the first and the second paragraphs hereunder, the agency shall also carry out supervision in order to verify if a brokerage company, a Member State investment firm or a third country investment firmproviding investment services and activities acts:

1. prudently, fairly and with due professional diligence;2. in a manner that supports market integrity and

3. in accordance with the provisions from Point 1 of Article 197 of this Act.

Article 302

(Additional supervisory measures over the provision of investment services and activities)

(1) The agency shall order a brokerage company to carry out additional supervisory measures over the provision of investment services and activities:

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1. if the brokerage company has not acted in line with the order to terminate violations,

2. if the reason from Article 247 of the ZBan-1 occurs or

3. if a brokerage company acts contrary to Chapter 7 hereof and such measure is required for protecting the interests of the clients of the brokerage company.

(2) The agency shall order the following additional supervisory measures over the provision of investment services and activities:

1. temporarily prohibit the brokerage company to provide investment services and activities,

2. prohibit the brokerage company to dispose of clients’ financial instruments and clients’ cash funds,

3. impose other measures needed for ensuring that a brokerage company operates in accordance with Chapter 7 hereof and the regulations issued on its basis.

(3) The order issued by the agency with the aim of imposing additional measures from the second paragraph hereunder shall also stipulate measures that a brokerage company must take in order to terminate additional supervisory measures imposed by the order.

(4) The order imposing additional supervisory measures from Point 1 of the second paragraph hereunder must be sent by the agency to the stock exchange and the central clearing and depository house which must prevent the brokerage company from exercising the rights of a member until the measure lasts.

(5) The order imposing additional supervisory measures from Point 2 of the second paragraph hereunder must be sent by the agency to the banks that manage the cash accounts of the brokerage company and the central clearing and depository house which must prevent the brokerage company from disposing of the clients’ cash funds and book-entry securities entered in the central register .

Article 303

(Additional rule on the supervision over the systematic internaliser)

In the supervision over the systematic internaliser, the agency must also verify if the systematic internaliser:

1. publishes the binding offers and forms prices that reflect the prevailing market situation in accordance with Articles 289 and 290 hereof,

2. acts in accordance with the third and the fourth paragraphs of Article 291 of this Act.

Article 304

(Additional rules on the co-operation with the supervisory authorities of the Member States)

Besides the rules on the co-operation with the supervisory authorities of the Member States over the operations of brokerage companies in accordance with Chapter 4 hereof and the regulations of other Member States adopted due to the transposition of Directive 2006/48/EC and Directive 2006/49/EC into the legislation, for which the provisions of the ZBan-1 apply mutatis mutandisaccording to the first paragraph of Article 301 hereof, the provisions of Articles 305 to 308 hereof shall also apply to the co-operation of the agency with the supervisory authorities of the Member States.

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Article 305

(Obligation to cooperate)

(1) The agency must co-operate with the supervisory authorities of the other Member States whenever this is necessary for the implementation of its competences and responsibilitiesregarding the supervision of the compliance with Chapters 7 and 9 hereof.

(2) The agency must provide adequate assistance to the supervisory authorities of other Member States in the exercising of their competences and responsibilities regarding the supervision over the compliance with the provisions adopted in the scope of the transposition of Directive 2004/39/EC.

(3) The agency must co-operate with the supervisory authorities of the other Member States by means of exchanging the appropriate information with them and co-operating in the investigation activities.

(4) If the transactions of another Member State’s regulated market that established a system for accessing such market under Article 311 hereof in the Republic of Slovenia taking into account the situation on the securities markets in the Republic of Slovenia gain significant importance for the operation of securities markets and the protection of investors’ interests in the Republic of Slovenia, the agency must conclude an appropriate agreement with the supervisory authority of another Member State.

(5) The fourth paragraph hereunder shall apply mutatis mutandis also to the system for accessing a stock exchange market established by a stock exchange in another Member State in accordance with Articles 226 and 227 hereof.

(6) In relation to the co-operation under the third paragraph hereunder, the agency may use its competencies even if the action that is the subject of this co-operation was not performed in the Republic of Slovenia.

Article 306

(Notification to the supervisory authority of the suspected violation)

(1) If the agency has reason to believe that the person over which it is not competent to exercise supervision performed an action in another Member State that represents a violation of the rules from the second paragraph of Article 305 hereof, it must immediately inform the competent supervisory authority of such Member State stating in the notification all the details of which it is aware.

(2) If the agency receives the notification of the supervisory authority of another Member State with the contents from the first paragraph hereunder, it must adopt adequate measures and inform the supervisory authority of the Member State of the outcome of such measures and, if possible, on important intermediate steps.

(3) The first and the second paragraphs hereof do not exclude or limit the competences and the responsibilities of the agency for the supervision under other provisions of Chapter 8 or Sections 9.7 and 9.8 hereof.

Article 307

(Co-operation in performance reviews)

(1) If it is necessary to carry out a performance review of individual persons or other investigations in another Member State with the aim of achieving the purpose of supervision over the compliance

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with the rules specified in the first paragraph of Article 305 hereof, the agency must request that the supervisory authority of such Member State conduct such review.

(2) The agency may also request that the supervisory authority of another Member State enable the agency staff to monitor the staff of such supervisory authority in the activities referred to in the first paragraph hereunder.

(3) The agency must carry out a performance review of individual persons or other investigations in the Republic of Slovenia if so requested by a supervisory authority of another Member State.

(4) The supervisory authority of another Member State may also request that the agency enable its staff to monitor the staff of the agency in the activities referred to in the third paragraph hereunder.

(5) Notwithstanding the first paragraph hereunder, the agency may, if necessary for the supervision over the investment firm that is a member of the stock exchange on the basis of remote access, itself carry out the performance review or other investigations in the investment firm concerned, in another Member State, of which it must first inform the supervisory authority of such member State.

Article 308

(Refusing the request to co-operate)

(1) The agency may refuse the request of the supervisory authority of a Member State to submit information or perform an investigation:

1. if the investigations concerned could have negative impact on the sovereignty, safety or public order of the Republic of Slovenia,

2. if a trial has already been initiated in the Republic of Slovenia against the same persons for the same acts to which the investigation concerned relates,

3. if a final ruling has already been issued in the Republic of Slovenia against the same persons for the same acts to which the investigation concerned relates.

(2) The agency must inform the supervisory authority of a Member State about the refusal of the request to submit information or carry out an investigation under the first paragraph hereunder and state the reasons for such refusal.

Article 309

(Relationships with third countries)

(1) The agency must inform the Commission about:

1. any authorisation granted to a brokerage company whose direct or indirect parent undertaking is a legal entity whose head office is located in a third country;

2. any authorisation to acquire qualifying holdings granted on the basis of which a third country entity becomes the parent undertaking of the brokerage company in question.

(2) The agency shall inform the Commission on all significant obstacles encountered by brokerage companies while providing investment services or activities in third countries.

(3) If the Commission decides that the supervisory authorities of the Member States must suspend or stay the process of adopting decisions with regard to requests of entities from individual third countries, the agency is obliged to adopt a resolution whereby it suspends, for a maximum of three months, the process of adopting decisions with regard to the following matters:

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1. requests for the issue of an authorisation to a brokerage company whose indirect or direct parent undertaking is a legal person in a third country to which the Commission ruling refers;

2. requests for the issue of any authorisation to acquire qualifying holdings granted on the basis of which a third country entity, to which the Commission ruling refers, becomes the parent undertaking of the brokerage company in question.

(4) The deadline for adopting the decisions referred to in Article 547 hereof shall not run during the period of suspension of the procedure pursuant to the third paragraph hereunder.

(5) If the Council decides that the suspension or stay of procedures referred to in the third paragraph of this Article is to be extended, the agency is obliged to adopt a resolution whereby it extends the stay of procedure referred to under the third paragraph of this Article by a period stipulated by the decision of the Council.

(6) The measures referred to under Paragraphs 3 and 5 of this Article shall not apply to:

1. the establishment of a brokerage company that will have the position of:

- a subsidiary of the investment firm which, at the moment of adopting the decision referred to in the third or fifth paragraphs hereunder, is entitled to perform investment services and activities in the Member State, or

- a subsidiary of another subsidiary of the investment firm to in the previous indent,

2. the issue of the authorisation to acquire a qualifying holding:

- to an investment firm which, at the moment of adopting the decision referred to in the third or fifth paragraphs hereunder, is entitled to perform investment services and activities in the Member State, or

- a subsidiary of the investment firm referred to in the previous indent.

(7) At the Commission’s request, the agency must notify it on any request for granting the authorisation referred to under the first paragraph of this Article if the Commission needs such information in order to establish facts important for adopting the decision referred to in Paragraphs 3 and 5 of this Article.

Chapter 9: STOCK EXCHANGE MARKETS

9.1 Basic rules on stock exchanges

Article 310

(Operation of a stock exchange market)

(1) A stock exchange market may only be operated by a stock exchange which obtained the license from the agency to operate this market (hereinafter: authorisation to operate a stock exchange market).

(2) No other entity but the stock exchange referred to in the first paragraph hereunder shall be authorised to operate a stock exchange market.

Article 311

(System for accessing regulated markets in other Member States)

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A market operator authorized to operate a regulated market in the Member State of its registered office may set up an adequate system in the Republic of Slovenia to enable remote access to trading on this market to persons with the registered office in the Republic of Slovenia when the agency receives the notification on such intent from the supervisory authority of this Member State.

Article 312

(List of stock exchange markets)

(1) The agency must compile a list of stock exchange markets the operations of which it authorised and send it to the supervisory authorities of the Member States and the Commission.

(2) The first paragraph shall apply mutatis mutandis to any amendment to the list.

Article 313

(Provisions on stock exchange and stock exchange market)


1. detailed organisational requirements for the operation of a stock exchange market,

2. detailed rules on the financial instruments admitted to trading on the stock exchange market, especially regarding:

- the characteristics to be met by various types of financial instruments for admission to trading on a regulated market,

- the measures referred to in the third paragraph of Article 344 hereof,

- the manner in which the stock exchange must regularly inform its members of the possibilities to access regulated information in accordance with the fourth paragraph of Article 344 hereof,

3. detailed conditions for admission of securities to official stock exchange listing, especially in respect of:

- planned market capitalisation of shares,

- exemptions under the second paragraph of Article 347 hereof,

- adequate dispersion of shareholding and

- exemptions under the fifth paragraph of Article 348 hereof,

4. contents and method of issuing notifications and publications referred to in Articles 345 and 352 of this Act,

5. contents and method of issuing notifications referred to in Article 360 and the first paragraph of Article 362 of this Act,

6. detailed criteria for the exemption from the obligations to disclose the information referred to in the third paragraph of Article 367 hereof.

(2) Based on the regulation stipulated by Points 2 through 6 of the first paragraph hereof, the agency must comply with the regulation or appropriately transpose the regulation by means of another implementing act issued by the Commission on the basis of the sixth paragraph of Article 40, third paragraph of Article 44 or the third paragraph of Article 45 of the Directive 2004/39/EC.

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9.2 Stock exchange

9.2.1 Status structure of a stock exchange

Article 314

(Organisation as a public limited company)

A stock exchange must be organised in the legal form of a public limited company or European public limited company.

Article 315

(Application of the provisions of ZGD-1 to a stock exchange)

The provisions of ZGD-1 that apply to public limited companies or European public limited companies shall also apply to stock exchange unless otherwise stipulated hereby.

Article 316

(Activity of a stock exchange)

(1) A stock exchange may perform the following activities:

1. management of a stock exchange market in financial instruments for which it obtained the authorisation to operate a stock exchange market in accordance with the Subsection 9.2.3 hereof,

2. MTF operation services if it obtains the authorisation of the agency to provide such services in accordance with paragraph (2) of Article 333 of this Act,

3. services of publishing and processing of information:

- on transactions under Articles 275 and 276 hereof,

- on binding offers under Article 290 hereof,

4. services of managing the system for electronic notifications and storage of information to be published by the issuers in accordance with this Act,

5. sale and maintenance of computer software developed for the provision of its services under Points 1 through 4 hereunder and other related transactions,

6. services of organising and implementing training related to services under Points 1 through 4 hereunder intended for the participants in the market of financial instruments,

7. other services or activities having similar features to services and activities referred to in Points 1 to 6 of this paragraph in terms of the method of provision and the risks to which the stock exchange is exposed when providing them.

(2) A stock exchange may not perform any other activities apart from those referred to in the first paragraph hereunder.

(3) A stock exchange must provide the services from Point 3 of the first paragraph hereunder under reasonable business terms and under non-discriminatory conditions for all persons obliged to publish information from Articles 275 and 276 or Article 290 hereof.

(4) The name of the firm containing the words “securities stock exchange”, “financial instruments stock exchange” or a derivative from these words may not be entered in the Companies Register if the legal person does not fulfil the conditions for operating a stock exchange market.

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Article 317

(Initial capital of a stock exchange)

The minimum amount of the initial capital of a stock exchange shall be 50,000 euros.

Article 318

(Shares of a stock exchange)

(1) Shares of a stock exchange may only be registered to a name.

(2) Shares of a stock exchange shall be issued in the form of book-entry securities registered in the central register.

(3) Shares of a stock exchange may be admitted to trading on a stock exchange or other regulated market if the agency issued its consent to such admission. The agency shall issue the consent referred to in the first sentence of this paragraph if the stock exchange meets the organisational requirements stipulated in the Subsection 9.2.2 hereof.

Article 319

(Shareholders of a stock exchange)

(1) The provisions of Articles 44 through 59 of the ZBan-1 shall apply mutatis mutandis to the shareholders of a stock exchange.


1. the term “stock exchange” shall be used instead of “bank”, and


3. in the mutatis mutandis application of the second paragraph of Article 48 of the ZBan-1, the referral to Article 547 hereof shall be used instead of the referral to Article 377 of the ZBan-1 and


(3) The stock exchange must inform the agency of each acquisition of a qualified holding unless it has already issued appropriate authorisation upon the request of the holder of such share.

(4) The stock exchange must publish the following on its websites:

1. all holders of qualifying holding with the data in the amount of these shares,

2. each change of a holder of a qualifying holding that may exercise significant influence on the management of the stock exchange depending on the amount of such share.

Article 320

(Selection of stock exchange management system)

A stock exchange may choose a two-tier management system by appointing a management and a supervisory board or a one-tier management system by appointing a board of directors.

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Article 321

(Mutatis mutandis application of the ZBan-1 for the management and supervisory bodies of a stock exchange)

(1) Articles 61 through 74 of the ZBan-1 shall apply mutatis mutandis to the management and supervisory board members of a stock exchange using a two-tier system.

(2) The provisions of Articles 61 and 71 to 74 of the ZBan-1 shall apply mutatis mutandis to the members of the board of directors of a stock exchange with a one-tier management system as well as the provisions of this Act on the supervisory board of a stock exchange, while for the executive directors the provisions of Articles 62 to 70 of the ZBan-1 and the provisions of this Act on the management of a stock exchange shall also apply.




3. in the mutatis mutandis application of the first paragraph of Article 66 of the ZBan-1:

- the text “other acts regulating the trading and management of financial instruments and the regulations issued on the basis thereof” shall be used instead of the text in Point 2,

- the text “with the other rules applying to the operation of regulated markets” shall be used instead of the text in Point 3,

4. in the mutatis mutandis application of Point 2 of the Article 68 of the ZBan-1, the referral to Article 325 hereof shall be used instead of the referral to Article 173 of the ZBan-1.

Article 322

(Special rules for the board of directors of a stock exchange)

(1) The board of directors of a stock exchange must appoint at least two executive directors.

(2) Not more than half members of the board of directors may be appointed executive directors of a stock exchange.

(3) The members of the board of directors that are not executive directors may not manage the operations of the stock exchange.

9.2.2 Organisational requirements for the operation of a stock exchange market

Article 323


(1) A stock exchange must take adequate measures for establishing the conflict of interests of the stock exchange, the members of its management and supervisory bodies or its shareholders and the interest that the stock exchange market operates in a fair and reliable manner.

(2) A stock exchange must set up and implement an efficient system for preventing and managing the conflicts of interests which comprises all the reasonable measures for preventing the conflicts of interests from the first paragraph hereunder from exerting a negative impact on the operation of the stock exchange market or its participants.

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Article 324

(Solid and reliable management system)

(1) A stock exchange must set up and implement a solid and reliable management system which must contain:

1. a transparent organisational structure with clearly defined, transparent and consistent internal relationships concerning responsibility,

2. efficient procedures of identifying, measuring and assessing, managing and monitoring of risks the stock exchange is or could be exposed to in its operations,

3. appropriate system of internal controls which includes adequate administrative and accounting procedures.

(2) The organisational structure, procedures and systems from the first paragraph hereunder must be clearly and understandably defined and proportional with the characteristics, scope and complexity of activities provided by the stock exchange.

Article 325

(Management’s responsibility for the compliance with the risk management rules)

(1) Risk management comprises establishment, measurement and/or evaluation, control and monitoring of risks, including the reporting on risks the stock exchange is or could be exposed to in its operations.

(2) The management must ensure that the stock exchange operates in accordance with the risk management rules, in relation to which it must above all:

1. determine the precise, transparent and consistent internal relationships regarding responsibility in relation to the operation of the stock exchange market and other services and activities provided by the stock exchange, which:

- ensure clear delimitation of competences and tasks within the stock exchange and

- prevent the creation of the conflict of interests.

2. grant and regularly verify the strategies and policies for identifying, measuring or assessing, managing and monitoring of risks the stock exchange is or could be exposed to in its operations,

Article 326

(Planning and implementation of risk management measures)

(1) To determine, measure or estimate, manage and monitor the risks connected with the operation of a stock exchange, a stock exchange must set out a plan of risk management measures encompassing:

1. internal risk management procedures,

2. measures for managing risks and internal procedures for executing such measures,

3. internal procedures for monitoring the implementation of risk management measures.

(2) Measures of risk management and procedures for the implementation and monitoring of such measures must be set out in the plan specified in the first paragraph of this article for each type of

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risk to which the stock exchange is exposed in specific types of transactions which it performs and for risks to which it is exposed in all transactions it performs.

(3) A stock exchange must set out and implement the measures of risk management stipulated in this act or by regulations on risk management and other measures that are typical for the nature and type of risk the stock exchange is or could be exposed to in its operations and therefore necessary for managing such risks.

Article 327

(Policies and processes of operating risk management)

(1) Operating risk is the risk of generating loss, including the legal risk that might arise because of the following circumstances:

1. inadequacy or inaccurate implementation of internal processes,

2. other irregular actions of people that are part of the internal sphere of a legal entity,

3. inappropriateness or incorrect functioning of the systems that are part of the internal sphere of a legal entity, or

4. external events or actions.

(2) The stock exchange must compile and implement adequate policies and processes for assessing and managing operating risks which must also include the description of approaches to the treatment of rare but extremely serious events that represent considerable operating risk.

(3) For the purpose of adequate compilation and implementation of policies and processes referred to in the second paragraph hereunder, the stock exchange must clearly and precisely determine the factors of the operating risk it is or could be exposed to.

Article 328

(Crisis plan and business continuity plan)

A stock exchange must compile a crisis plan and a business continuity plan that ensures adequate conditions enable it to continue with its operations also in the event of serious operational disturbances and that ensures that the losses of the stock exchange arising from such disturbances are limited to the minimum.

Article 329

(Capital adequacy of a stock exchange and auditing)

(1) A stock exchange must make sure that it is always able to dispose of adequate capital that enables it normal operations in terms of the scope and type of operations performed, especially taking into account the characteristics and the scope of transactions concluded on the stock exchange and the volume and level of risks it is exposed to in its operations.(2) The annual report of a stock exchange must be audited by an auditor.

(3) The stock exchange’s annual report shall be subject to the application, mutatis mutandis, of Article 205 and Articles 210 through 213 of ZBan-1.

(4) In the mutatis mutandis application of the provisions of the ZBan-1 referred to in the third paragraph hereunder:


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2. in the mutatis mutandis application of Point 1 of the Article 212 of the ZBan-1, the referral to the first paragraph of Article 369 hereof shall be used instead of the referral to the first paragraph of Article 222 of the ZBan-1,

3. The term “Bank of Slovenia” shall be replaced by the term “Agency”.

(5) The stock exchange shall replace the auditing company for the audit of its annual report at least every five consecutive years.

Article 330

(Obligation to protect confidential information)

(1) The stock exchange must protect as confidential all information on individual issuers, members or other persons, regardless of how it was obtained.

(2) Members of stock exchange bodies, its shareholders, employees, or other persons which, in connection with their work in a stock exchange or provision of services for a stock exchange, have access to confidential information from the first paragraph hereunder, may not disclose these data to third persons or to make use of them or enable third persons to make use of them.

(3) The second paragraph of Article 271, Article 272 and the first, fourth and fifth paragraphs of Article 273 shall apply mutatis mutandis to confidential information from the first paragraph hereunder.

Article 331

(Rules and instructions of the stock exchange)

(1) The stock exchange must adopt rules (hereinafter: stock exchange rules) and implementing procedures (hereinafter: stock exchange instructions), by means of which it must determine:

1. rules on financial instruments admitted to trading on the stock exchange market, in respect of which it shall regulate the following under Section 9.3 hereof:

- conditions for admission of financial instruments to trading on the stock exchange market and the manner of regular checking whether the set conditions are met,

- the method of meeting the issuers’ obligations regarding the regulated information in relation to the stock exchange and the measures for checking whether the issuer meets the obligations regarding the publication of regulated information specified in Chapter 3 and Article 386 hereof,

- the method of regular checking of the fulfilment of conditions for trading in securities on the stock exchange market,

- the method of regular informing of the members with the possibilities of accessing regulatedinformation published by the issuer,

- conditions for temporary suspension of trading and withdrawal of financial instruments from trading on the stock exchange market,

- the procedure of deciding on the admission of financial instruments into trading on the stock exchange market and on temporary suspension of trading and withdrawal of financial instruments from trading on the stock exchange market,

2. the rules on the stock exchange members aimed at regulating the following in accordance with Section 9.4:

- the condition for admission for a stock exchange member and for termination of membership,

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- organisational, technical and staffing conditions as well as conditions related to the settlement of stock exchange transactions to be met by a stock exchange member,

- measures to be taken by the stock exchange against a member that violates its obligations,

– other mutual rights and obligations of the stock exchange and a stock exchange member,

3. the rules on the stock exchange operations aimed at regulating the following in accordance with Section 9.5:

- the method of publishing bids for the offer or sale of financial instruments on the stock exchange market,

- the method and conditions for concluding transactions on the stock exchange market and settling the obligations arising from stock exchange transactions,

- other mutual obligations of stock exchange members in relation to transactions concluded on the stock exchange market.

(2) Legal rules stipulated by rules and instructions of the stock exchange and their changes at a time are used for assessing the mutual rights and obligations arising from the following legal relationships:

1. legal rules from Point 1 of the first paragraph hereunder from legal relationships between the stock exchange and the issuers of financial instruments admitted to trading on the stock exchange market,

2. legal rules from Point 2 of the first paragraph hereunder from legal relationships between the stock exchange and the stock exchange members, and

3. legal rules from Point 3 of the first paragraph hereunder

– from legal relationships between the stock exchange and stock exchange members and

– from legal relationships between the stock exchange members arising from a stock exchange transaction.

(3) A stock exchange must obtain the agency’s approval before publishing the rules and their amendments.

(4) The stock exchange must publish its rules and the amendments at a time together with the approval of the stock exchange referred to in the third paragraph hereunder in the Official Gazette of the Republic of Slovenia and on its public websites.

(5) The rules and the amendments of the stock exchange shall enter into force on the fifteenth day of their publication in the Official Gazette of the Republic of Slovenia unless a well-grounded shorter deadline is stipulated for the entry into force by the stock exchange for each individual case.

(6) The stock exchange must publish the instructions on its public websites and inform all stock exchange members about any changes or amendments via electronic mail. The instructions shall enter into force on the fifteenth day of their publication unless a well-grounded shorter deadline is stipulated for the entry into force by the stock exchange for each individual case.

Article 332

(Tariff of the stock exchange)

(1) The tariff of the stock exchange shall lay down the following:

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1. fees to be paid by the issuers for the procedure of deciding on the admission of their securities to trading on a stock exchange market,

2. fees for the publication of information on the stock exchange market according to Articles 366 and 367 hereof,

3. fees for other services provided.

(2) The first paragraph of Article 331 of this Act shall apply mutatis mutandis to the stock exchange tariff.

(3) Before publishing the part of the tariff regulating the fees specified in Points 1 and 2 of the first paragraph hereunder or the amendment to the relevant part the stock exchange must obtain the approval of the agency.

(4) The agency may refuse the approval from the third paragraph hereunder if the fees specified in Points 1 and 2 of the first paragraph hereunder are not in accordance with the reasonable business terms or if such fees are discriminatory or unequal for individual issuers or types of securities.

9.2.3 Authorisation to operate a stock exchange market

Article 333

(Authorisation to operate a stock exchange market)

(1) Before starting with the operation of a stock exchange market, a stock exchange must obtain the license from the agency to operate this market.

(2) Before starting with the operation of a stock exchange market in financial instruments not comprised in the issued license to operate a stock exchange market, a stock exchange must obtain an additional license from the agency.

Article 334

(Application for the issue of the license to operate a stock exchange market)

(1) An application for a license to operate a stock exchange market must be accompanied by the following:

1. the articles of association of the stock exchange in the form of a certified copy of a notarial record,

2. the business plan of the stock exchange for the first three years of operations, which must contain:

– a description of transactions the stock exchange plans to provide in the scope of operating a stock exchange market,

- a description of the implementation of organisational issues from Subsection 9.2.2 hereof,

3. a list of shareholders which must contain, for each of them, the personal name, permanent or temporary address for natural persons or registered office and registered name for legal entity and the data on the number and percentage of shares taken over upon the establishment of a stock exchange,

4. other evidence that the company fulfils the conditions for the issue of the license to operate the stock exchange market in financial instruments to which the application refers.

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(2) The application for the issue of the license from the second paragraph of Article 333 hereof must be accompanied only by the papers from Points 2 and 4 of the first paragraph hereunder regarding the operation of the stock exchange market in financial instruments to which the matter is related.

Article 335



1. application for the issue of the license to operate a stock exchange market,

2. the requests of the future qualifying holdings of a stock exchange from Point 1 hereunder for the issue of the authorisation to acquire a qualifying holding,

3. the requests of candidates for the members of the management of such stock exchange from Point 1 hereunder for the issue of the licence to perform the function of a member of the management of a stock exchange.

Article 336

(Deciding on the licence to operate a stock exchange market)

(1) The agency shall issue the licence to operate a stock exchange market:

1. if the status structure of the stock exchange is in accordance with the Subsection 9.2.1 hereof,


3. if the conditions are met for the issue of the licence to perform the function of a member of the management of a stock exchange to all members of the management,

4. if the planned management system from the second paragraph of Article 324 hereof is appropriate and adequate for the management of risks to which the stock exchange will be exposed in the scope of performing the planned operations, and

5. if the stock exchange meets the organisational issues from Subsection 9.2.2 hereof.

(2) The operative part of the decision on the issue of the authorisation to operate a stock exchange market must clearly state all types of financial instruments to which the authorisation relates.

Article 337

(Termination of the provision of stock exchange market operation services)

(1) If the General Meeting of Shareholders of a stock exchange adopts a conclusion on the dissolution of the stock exchange and the initiation of a liquidation process, or a conclusion by means of which the activity of the stock exchange is changed to such an extent that it no longer provides stock exchange market operation services, the provisions of Articles 76 to 80 of the ZBan-1 shall apply mutatis mutandis, unless otherwise stipulated by paragraphs two through six hereunder.

(2) The stock exchange must publish the conclusion within eight days of the General Meeting of Shareholders that adopted the conclusion from the first paragraph hereunder and inform thereof the following:

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1. the issuers whose financial instruments have been admitted to trading on the stock exchange market,

2. members of the stock exchange, and

3. the agency.

(3) The stock exchange must provide the stock exchange market operation services for at least one year after the notification from the first paragraph hereunder.

(4) The stock exchange shall, in the case referred to in the first paragraph hereunder, ensure that another stock exchange or market operator of another Member State takes over the following:

1. the entire documentation in relation to investment services and issuers that the stock exchange was obliged to keep, and

2. all the liabilities and obligations of the stock exchange in respect of management and storage of such documentation and access to it.

(5) The stock exchange must within eight days after the fulfilment of all the obligations from the fourth paragraph hereunder, submit to the agency a report in which it describes the measures taken for the fulfilment of such obligations from the fourth paragraph hereunder with evidence on the fulfilment of such obligations.

(6) The license to operate a stock exchange market shall expire:

1. if the stock exchange in accordance with paragraphs 1 to 5 of this article stops providing the services of managing a stock exchange market by submitting a report from the fifth paragraph hereunder, or

2. if a stock exchange does not start operating a stock exchange market to which the license refers within one year of the issue of authorisation.

(7) If the reasons referred to in the sixth paragraph of this Article occur, the agency shall issue a decision announcing cessation of the authorisation.

Article 338


(1) If a stock exchange participates in the merger or division of companies, it must obtain an authorisation from the agency for such merger or division.

(2) In adopting a decision regarding an authorisation for merger or division the provisions of articles 334 to 336 hereof shall apply mutatis mutandis.

(3) An authorisation must be obtained from the agency for the operation of a stock exchange market prior to registering such merger or division in the Companies Register, if such merger or division results in a new company which shall operate a stock exchange market.

(4) Paragraphs one to three shall apply mutatis mutandis also to other status changes in which the stock exchange participates.

9.2.4 Establishment of a system to access the stock exchange market in another Member State

Article 339

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(Notification of the intention to establish a system to access the stock exchange market in another Member State)

If the stock exchange plans to set up the system in another Member State to enable remote access to trading on the stock exchange to persons with the registered office in such Member State it must notify the agency thereof.

Article 340

(Submission of notice to the supervisory authority of the Member State)

(1) The agency must submit the notification referred to in Article 339 to the supervisory authorityof the Member State to which the notification refers and inform the stock exchange thereof.(2) Upon the request of the supervisory authority of the Member State referred to in the first paragraph hereunder, the agency must submit to such authority without delay the data on the members or the participants on a stock exchange market.

(3) A stock exchange may enable the use of this system from Article 339 hereof in another Member State when the supervisory authority of the Member State receives the notification from the first paragraph hereunder.

9.3 Financial instruments traded on the stock exchange market

9.3.1 Admission of financial instruments to trading on the stock exchange market

9.3.1.1 General Rules

Article 341

(General conditions for the admission of financial instruments to trading on the stock exchange market)

(1) The rules of the stock exchange must define clear and transparent rules on the admission of financial instruments to trading on the stock exchange market.

(2) Regulation in the rules of the stock exchange must ensure that only those financial instruments are admitted to trading on a stock exchange market whose characteristics enable fair, regulated and efficient trading.

(3) Regarding derivatives, the regulation in the rules of the stock exchange must also guarantee that only those derivatives are admitted to trading the contents of which enable transparent determination of price and efficient conditions of settlement.

(4) In the rules of the stock exchange, the stock exchange may, besides the official stock exchange listing, determine also other special segments of the stock exchange market for which it can determine stricter conditions for admission to trading than those specified in Subsection 9.3.1 hereof.

Article 342

(Special conditions for the admission of securities to trading on the stock exchange market)

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(1) Besides the general conditions stipulated by the second paragraph of Article 341 hereof securities must meet also the following conditions in order to be admitted to trading on the stock exchange market:

1. the legal status of the issuer, in terms of the establishment and status structure, is in accordance with the provisions of the country of its registered office,

2. as regards the publication of the prospectus and other information, the issuer or the applicant for the admission to trading on the stock exchange market has met the obligations specified in Chapter 2 hereof,

3. the securities are freely transferable,

4. the securities are issued in a valid manner and the conditions are met for a reliable settlement of transactions with such securities.

(2) The conditions referred to in Point 4 of the first paragraph hereunder shall be met:

1. if the issuer has a registered office in the Republic of Slovenia: if the securities are issued as book-entry securities entered in the central register,

2. in other cases:

- if the depositary receipts of all these securities are issued in a manner specified in Section 11.5 hereof or

- if the securities are issued either as book-entry securities entered in the central depository or as printed securities kept in the collective safekeeping of the central register, provided that the conditions are met for the settlement of stock exchange transactions in such securities from Article 459 hereof.

Article 343

(Application for the admission of securities to trading on the stock exchange market)

(1) Securities may be admitted to trading on the stock exchange market upon the request of:

1. the issuer or

2. another person, subject to the issuer’s approval.

(2) If securities are admitted to trading on another stock exchange market in the Republic of Slovenia or another regulated market in a Member State, securities may be admitted to trading on a stock exchange market also upon the request of another person without the need to obtain the issuer’s approval.

(3) If securities are admitted to trading on a stock exchange market in accordance with the second paragraph hereunder without the approval of the issuer, the stock exchange must inform the issuer thereof.

(4) If securities are admitted to trading on a stock exchange market in accordance with the second paragraph hereunder without the approval of the issuer, no obligations shall arise for the issuer in the relationship with the stock exchange pursuant to Article 344 hereof.

Article 344

(Regulated information of the issuer of securities)

(1) The issuer of securities must inform the stock exchange within the same deadlines and in the same manner as it must inform the agency or the supervisory authority of another Member State

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that is the Member State of the issuer under the first paragraph of Article 133 hereof about the regulated information.

(2) Article 100 hereof shall apply mutatis mutandis to the creation and termination of the issuer’s obligation referred to in the first paragraph hereunder.

(3) A stock exchange market must establish and implement the following in relation to securities admitted to trading on a stock exchange market:

1. efficient measures for regularly checking whether the issuers meet the obligations concerning the publication of regulated information specified in Chapter 3 and Article 386 hereof, and

2. measures required for regular checking of the fulfilment of conditions for trading in securities on the stock exchange market.

(4) A stock exchange must regularly inform its members of the possibilities to access regulatedinformation published by the issuer in accordance with Chapter 3 and Article 386 hereof.

Article 345

(Informing the agency and publishing the admission of financial instruments to trading on the stock exchange market)

(1) A stock exchange must inform the agency of every matter concerning the admission of financial instruments to trading on the stock exchange market and of its decision concerning such matter.

(2) A stock exchange must publish the information on the admission of financial instruments to trading on the stock exchange market on its public websites.

9.3.1.2 Admission of securities to the official stock exchange listing

Article 346

(Special rules of Sub-subsection 9.3.1.2)

(1) For the admission of securities to the official stock exchange listing, additional conditions must be met besides those specified in Sub-subsection 9.3.1.1 hereof, namely regarding the anticipated market capitalisation and dispersion of such securities as well as other additional conditions specified in the Sub-subsection 9.3.1.2 hereof.

(2) If the application for the admission of securities to trading on the stock exchange market is submitted together with or immediately prior to the submission of the application for the admission of securities to the official listing of a regulated market of another Member State or after the submission of such application, or if the application for the admission to the official stock exchange listing refers to securities that have already been admitted to the official listing on a regulated market of another Member State, the stock exchange must, in co-operation with the body responsible for deciding on the admission to the official listing of a regulated market of this Member State and together with such body, adopt adequate measures needed for accelerating the procedure and simplifying, as far as possible, of potential formalities and additional conditions for the admission to the official listing of such securities.

(3) If the application for the admission to the official listing refers to securities that have already been admitted to the official listing on a regulated market of another Member State the stock

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exchange may reject the application also if the issuer does not meet the obligations related to the admission of these securities to the official listing on a regulated market of another Member State.

Article 347

(Additional conditions for the admission of shares to the official stock exchange listing)

(1) Only the shares the issuer of which has published an annual report for the last three business years in accordance with the provisions of the country of the issuer’s registered office may be admitted to the official stock exchange listing.

(2) Regardless of the first paragraph hereunder, the shares that do not meet the condition referred to in the first paragraph hereunder may exceptionally be admitted to the official stock exchange listing, provided that information needed for an informed assessment of the issuer is adequately delivered to the investors.

(3) The following two additional conditions must be met for the admission of shares to the official stock exchange listing:

1. the deadline for subscribing and paying of shares has expired prior to the admission to the official stock exchange listing, if they have previously been offered to the public,

2. shareholding is appropriately dispersed among the public.

(4) The application for the admission of shares to the official listing must relate to the entire quantity of previously issued shares of the same class.

Article 348

(Additional conditions for the admission of debt securities to the official stock exchange listing)

(1) The following two additional conditions must be met for the admission of debt securities to the official stock exchange listing:

1. the deadline for subscribing and paying of debt securities has expired prior to the admission to the official stock exchange listing, if they have previously been offered to the public,

2. the total nominal amount of the issue to which they are denominated is no less than 200,000 euros.

(2) The condition from Point 1 of the first paragraph hereunder does not apply to debt securities issued on a continuous or repeating basis in respect of which the final deadline for subscription and payment is not set.

(3) The condition from Point 2 of the first paragraph hereunder does not apply to debt securities issued on a continuous or repeating basis in respect of which the total amount of the issue is not set.

(4) The application for the admission of debt securities to the official listing must relate to the entire quantity of previously issued debt securities of the same class.

(5) Debt securities that involve a share swap or buy option may be admitted to the official stock exchange listing only if the shares that are the subject of such option have already been admitted to trading on a stock exchange or another regulated market.

(6) Regardless of the fifth paragraph hereunder, the debt securities that do not meet the condition referred to in the fifth paragraph hereunder may exceptionally be admitted to the official stock exchange listing, provided that information needed for an informed assessment of the issuer is

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adequately delivered to the investors regarding the value of shares that are the object of the option contained in the debt security.

9.3.2 Temporary suspension of trading and withdrawal of financial instruments from trading on thestock exchange market

Article 349

(Temporary suspension of trading)

(1) A stock exchange must temporarily suspend trading in financial instrument if the suspension or prohibition of trading was ordered by the agency or another supervisory authority of a Member State of the issuer of such financial instrument as a supervisory measure.

(2) A stock exchange may temporarily suspend trading in financial instrument if this is necessary for the protection of the interests of the investors in relation to correct publication of the supplement to the prospectus or the regulated information in accordance with Chapter 3 or Article 386 hereof or in relation to other facts and circumstances.

(3) A stock exchange may temporarily suspend trading in financial instrument that no longer meets the conditions for trading on the stock exchange market, unless such suspension could cause considerable detrimental consequences for the interests of the investors or the normal operation of the stock exchange market.

Article 350

(Withdrawal of financial instruments from trading on the stock exchange market)

(1) A stock exchange must withdraw from trading on the stock exchange market:

1. any financial instrument which the agency or another supervisory authority of a Member State of the issuer ordered to be withdrawn as a supervisory measure,

2. any debt security, if all the obligations it contained fell due,

3. any equity security on the next business day following the receipt of the notification from a public company referred to in the ninth paragraph of Article 101 hereof but no sooner than the next business day following the day on which the decision on the withdrawal of shares from a regulated market shall take effect under the eighth paragraph of Article 101 hereof,

4. any financial instrument that has been admitted to trading on a stock exchange market without the approval of the issuer, if the withdrawal is requested by the person who initially applied for the admission of the financial instrument concerned to trading on the stock exchange market upon the expiry of the notice period determined in the rules of the stock exchange which cannot be longer than three months from receiving the request for withdrawal.

(2) A stock exchange may withdraw from trading a financial instrument if such financial instrument or its issuer no longer meets the conditions for trading on the stock exchange market, unless such withdrawal could cause considerable detrimental consequences for the interests of the investors or the normal operation of the stock exchange market.

Article 351

(The rights of the shareholders if the shares are withdrawn from trading on the stock exchange market)

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(1) If the stock exchange withdraws shares from trading on a stock exchange market in accordance with Point 1 of the first paragraph or the second paragraph of Article 350 hereof, the issuer must convene a general meeting of shareholders within two months of the withdrawal of shares and offer the shareholders that the company to acquires their shares against payment of appropriate cash compensation.

(2) The provisions of Article 603 of the ZGD-1 shall apply mutatis mutandis to the right to cash compensation under the first paragraph hereunder. The deadline for the submission of the proposal to determine the appropriate cash compensation shall start:

1. if the general meeting of shareholders was carried out in accordance with the first paragraph hereunder: from the day of submitting the minutes of the general meeting of shareholders to the Companies Register,

2. if the general meeting of shareholders referred to in the first paragraph hereunder has not been convened: upon the expiry of two months from the publication of the withdrawal of shares from trading on a stock exchange market.

(3) If the general meeting of shareholders is convened on a day later than two months after the publication of the withdrawal of shares from trading on a stock exchange market, the shareholder may submit a proposal for a court test of the exchange rate before the general meeting of shareholders.

(4) In the publication of withdrawal of shares from trading on a stock exchange market the stock exchange must inform the shareholders of their right to appropriate cash compensation and manner of exercising such right.

(5) The first through fourth paragraphs hereunder shall not apply if the shares have been admitted to trading on a stock exchange market upon the request of another person without the issuer’s approval.

Article 352

(Informing the agency and publishing the temporary suspension of trading and withdrawal of financial instruments from trading on the stock exchange market)

(1) A stock exchange must immediately inform the agency of any the temporary suspension of trading and any withdrawal of financial instruments from trading on the stock exchange market.

(2) A stock exchange must publish the information on any temporary suspension of trading and any withdrawal of financial instruments from trading on the stock exchange market on its public websites.

(3) If the financial instrument referred to in the first paragraph hereunder is also traded on a regulated market in another Member State, the agency must inform the supervisory authority of this Member State on the temporary suspension of trading and withdrawal of financial instruments from trading on the stock exchange.

9.3.3 Procedure of deciding on the admission of financial instruments to trading and on temporary suspension of and withdrawal from trading on the stock exchange market

Article 353

(Application of the provisions on the procedure)

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(1) A stock exchange shall decide on the following matters according to the procedure specified in the Subsection 9.3.3 hereof:

1. on the admission of a financial instrument to trading on a stock exchange market or to the official stock exchange listing,

2. on the temporary suspension of trading in a financial instrument, and

3. on the withdrawal of a financial instrument from trading on the stock exchange market.

(2) The provisions of the paragraph (2) of Article 481, the first paragraph of Article 500, the firstparagraph of Article 501, Articles 503 through 505, Article 506, the first and the sixth paragraphs of Article 507, Articles 508 through 513, Articles 539 and 540, the first and the third paragraphs of Article 541, the first paragraph of Article 542, Article 543 and the first to fifth paragraphs of Article 544 hereof shall apply mutatis mutandis to the decision-making process referred to in Point 1 of the first paragraph hereunder.

(3) The provisions of the the paragraph (2) of Article 481, the first paragraph of Article 500, the first paragraph of Article 501, Articles 503 through 505, Article 506, the first and paragraph of Article 507, Articles 508 through 513 and the first paragraph of Article 524 hereof shall apply mutatis mutandis to the decision-making process referred to in Points 2 and 3 of the first paragraph hereunder.

(4) Notwithstanding the first paragraph of Article 501 hereof in relation to the third paragraph hereunder, a stock exchange shall not be obliged to give to the issuer the possibility to make a statement prior to issuing a decision from Points 2 or 3 of the first paragraph hereunder, if it is not possible to delay the implementation of the decision with the aim of protecting the investors. In the case referred to in the first sentence hereunder, the reasons for the failure to give the possibility to make a statement must be explained in the decision.

(5) For a mutatis mutandis application of the provisions of this Act under Paragraphs 2 and 3 of this Article:

1. the term “stock exchange” shall be used instead of “agency”, and

2. the text “application for the admission of a financial instrument to trading on a stock exchange market or to the official stock exchange listing” shall be used instead of the text “the application for the issue of an authorisation”,

3. the term “fee specified in the stock exchange’s tariff” shall be used instead of “tax”.

Article 354

(Body of the procedure)

(1) The management of a stock exchange shall decide in the procedure.

(2) The procedure until the issue of the decision shall be conducted by an expert employed with the stock exchange who meets the conditions from Article 31 of the ZUP and is appropriately authorised by the management of the stock exchange.

Article 355

(Deadlines for adopting decisions)

(1) The stock exchange must decide on the matter referred to in Point 1 of the first paragraph of Article 353 within 30 days of receiving the application.

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(2) The stock exchange must issue a decision on the elimination of deficiencies of an order within eight days of receiving the application.

(3) If the stock exchange issued the decision on the elimination of deficiencies within the deadline from the second paragraph hereunder, the deadline from the first paragraph hereunder shall not run from the time of serving the decision to the applicant:

- until the expiry of the deadline for the elimination of deficiencies stipulated in the decision, or

- until the receipt of the supplemented or corrected order, if such order was supplemented or corrected within the deadline specified in the decision.

Article 356

(Special rules on the procedure of judicial protection against the decisions of the stock exchange)

(1) If the court establishes, in the procedure of judicial protection against a decision of the stock exchange on the matter referred to in Point 1 of the first paragraph of Article 353 hereof, that grounds exist on which it could annul the administrative act under Article 65 of the ZUS-1 and decide the matter by judgement, the court shall not annul the decision of the stock exchange but merely establish by judgement that the decision was illegal and that there existed no conditions for the admission of financial instruments to trading on a stock exchange market or to the official stock exchange listing.

(2) The judgement from the first paragraph hereunder shall not affect the validity of the stock exchange transactions in financial instruments, the admission to trading on the stock exchange market or the official stock exchange listing was decided by the stock exchange in a contested decision.

(3) In the cases from the first paragraph hereunder a person whose rights have been violated with the admission of financial instruments to trading on the stock exchange market or the official stock exchange listing on the basis of contested decision may enforce potential compensation claims against the stock exchange or the issuer in a lawsuit.

(4) An appeal against a judgement by which the court rules in the procedure of judicial protection against a decision of the stock exchange issued in the matter referred to in the first paragraph of Article 353 hereof may be lodged, upon which the Supreme Court, sitting in a panel of three judges, shall rule.

9.4 Stock exchange members

Article 357

(Access to the stock exchange market)

(1) Only stock exchange members may trade on the stock exchange market.

(2) The rules of the stock exchange must define transparent and non-discriminatory rules based on the objective criteria for organisational, technical and staffing conditions as well as conditions related to the settlement of stock exchange transactions to be met by a stock exchange member.

(3) The stock exchange must ensure its members adequate direct or remote access to the use of the information system for trading on the stock exchange market (hereinafter: trading system). If no information system is used for trading on the stock exchange market or an individual segment of

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such market, the stock exchange must provide other means to enable its members to access the trading system.

Article 358

(Persons that can become stock exchange members)

(1) The following may become stock exchange members:

1. a brokerage company, an investment firm, a bank or a special financial institution authorised in the Republic of Slovenia in accordance with the first or the second paragraph of Article 32 hereof to provide, directly or through a subsidiary, investment services and activities from Points 2, 3 or 4 of the first paragraph of Article 8 hereof,

2. an investment firm, a bank or a special financial institution authorised in the Member State of its registered office to provide investment services and activities from Points 2, 3 or 4 of the first paragraph of Article 8 hereof.

(2) The rules of the stock exchange may determine that persons meeting the following conditions may also become stock exchange members:

1. they have adequate reputation and goodwill,

2. they have appropriate trading experience and skills,

3. they meet other conditions for a stock exchange member stipulated by the stock exchange rules.

(3) The Republic of Slovenia and the Bank of Slovenia may also become stock exchange members.

Article 359

(Notifying the agency about stock exchange members)

The stock exchange must regularly inform the agency of the admission of new stock exchange members and termination of previous stock exchange members and deliver the current list of stock exchange members.

Article 360

(Obligations of the stock exchange members)

(1) In trading on the stock exchange market, the stock exchange members must comply with this Act, the regulations issued pursuant to this Act and the rules and instructions of the stock exchange.

(2) The stock exchange members must make sure that they always meet the organisational, technical and staffing conditions as well as conditions related to the settlement of stock exchange transactions to be met by a stock exchange member in accordance with the stock exchange rules.

(3) Section 7.2 hereof shall not apply to transactions concluded between members of stock exchange on a stock exchange market in accordance with the rules and instructions of the stock exchange.

(4) Notwithstanding the third paragraph hereunder, the stock exchange members must act in accordance with Section 7.2 hereof if they conclude transactions for the account of their clients on the basis of the clients’ orders on the stock exchange market.

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Article 361

(Supervision of the stock exchange over the stock exchange members)

(1) A stock exchange must lay down and implement efficient measures and procedures for regular monitoring of the compliance of the stock exchange members with the set rules and instructions of the stock exchange.

(2) A stock exchange must monitor the transactions concluded by its members on the stock exchange market in order to discover any violations of the stock exchange rules, inappropriate trading conditions or actions that have the characteristics of market abuse.

Article 362

(Informing the agency and co-operation with the supervisory authorities concerning the supervision of the stock exchange members)

(1) A stock exchange must inform the agency about important violations of the stock exchange rules, inappropriate trading conditions or actions of the stock exchange members that have the characteristics of market abuse.

(2) A stock exchange must, without undue delay and upon the request of the agency or another authority of the Republic of Slovenia or another Member State competent for investigating and prosecuting prohibited actions of market abuse, submit all the information and provide assistance in relation to the investigation and prosecution of prohibited actions of market abuse committed in the scope of trading on the stock exchange market or through the information system for trading on a stock exchange market.

9.5 Stock exchange trading rules

Article 363

(Concluding stock exchange transactions)

(1) The entry of the offer to sell or purchase financial instruments in the trading system shall have the effect of the publication of a binding offer for the stock exchange member that entered the offer, and its acceptance shall mean conclusion of the transaction on the sale or purchase of the financial instrument concerned.

(2) The rules of the stock exchange must stipulate:

1. the moment at which it shall be deemed that the offer from the first paragraph hereunder has been entered in the trading system,

2. conditions and manner of cancelling such offer,

3. criteria for determining:

- the entry of which offer shall have the legal effect of accepting the other entered offer and

- other conditions regarding the quantity and price of financial instruments under which the stock exchange transaction shall be deemed concluded with the acceptance of such offer.

(3) The rules of the stock exchange may determine the right of the stock exchange member to withdraw from such transaction in agreement with the other stock exchange member that acts as the opposite contracting party. The deadline for exercising the right to withdraw from the first

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sentence of this paragraph must be determined in the stock exchange rules, taking into account the rules of the settlement system through which the transaction is settled.

(4) The legislation of the Republic of Slovenia shall apply to mutual rights and obligations of the stock exchange members on the basis of the stock exchange transaction.

(5) If no information system is used for trading on the stock exchange market or an individual segment of such market, the first and the second paragraphs hereunder shall apply mutatis mutandis to the conclusion of stock exchange transactions.

(6) The regulation of stock exchange trading in the stock exchange rules must include:

1. rules that enable fair and regulated trading and determine the objective criteria for concluding stock exchange transactions, and

2. rules aimed at discovering and preventing market manipulations.

Article 364

(Settlement of stock exchange transactions)

The stock exchange must ensure the conditions for settling stock exchange transactions in accordance with Chapter 11 of this Act.

Article 365

(Insolvency procedure against a stock exchange member)

(1) Insolvency procedure hereunder shall be the procedure of compulsory settlement, bankruptcy proceedings, involuntary liquidation or any other procedure whose initiation involves legal consequences for the transactions concluded prior to its initiation or for the obligations of the debtor in such transactions.

(2) The beginning of the insolvency procedure against a stock exchange member shall not affect the validity of stock exchange transactions in respect of the offers input in the trading system by such member until the expiry of the day on which such procedure was initiated. Transactions that have been concluded in respect of the offers that a stock exchange member entered into the trading system after the day on which the insolvency procedure was initiated shall also be valid if the stock exchange was unaware of the initiation of the insolvency procedure.

(3) It is not possible to withdraw from the transactions stipulated by the second paragraph hereunder, even if such right is granted by a special provision regulating the insolvency procedure.

(4) Any potential special rules of the provision regulating the insolvency procedure, prohibition of offset or prohibition of compensation from cash funds or from financial instruments that a stock exchange member provided in the scope of the settlement system for securing its liabilities arising from stock exchange transactions shall not apply to the obligations of an insolvent stock exchange member that arose from a transaction under the second paragraph of this Article.

9.6 Publication of information on the stock exchange market

Article 366

(Transparency of information on the supply and demand on a stock exchange market)

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(1) The stock exchange must disclose the following information about the supply and demand for shares admitted to trading on the stock exchange market:

1. current bid and offer prices and

2. information on the depth of trading interest at those prices.

(2) The stock exchange must disclose the information referred to in the first paragraph hereunder:


2. continuously during regular trading periods.

(3) The agency shall exempt a stock exchange, upon its request, from the obligations referred to in the first paragraph hereunder and taking into account the market model or types and scope of orders, in particular for large-value orders in comparison with the market value that is usual for the shares or types of shares referred to in the first paragraph hereunder.

Article 367

(Transparency of information on stock exchange transactions)

(1) The stock exchange must disclose the information about the price, quantity and time of conclusion of individual transactions for the stock exchange transactions the subject of which are shares admitted to trading on the stock exchange market.

(2) A stock exchange must disclose the information referred to in the first paragraph hereunder as soon as possible after the conclusion of the transaction and under reasonable business terms.

(3) The agency may allow the stock exchange to postpone the disclosure of information referred to in the first paragraph hereunder and taking into account the types and scope of transactions, in particular for large-value transactions in comparison with the market value that is usual for the shares or types of shares referred to in the first paragraph hereunder.

(4) A stock exchange must do the following for the postponement of disclosures referred to in the fourth paragraph hereunder:

1. obtain prior authorisation of the agency to the rules of the stock exchange which regulate the postponement of these disclosures and

2. clearly disclose the regulation in relation to the postponement of disclosures to stock exchange members and the public.

9.7 Supervision of the agency over the operation of the stock exchange

Article 368

(Competence of the agency for the supervision over the operation of the stock exchange)

(1) The agency is competent and responsible for the supervision over the stock exchange regarding all the services and activities performed by it.

(2) If this is necessary for achieving the purpose of supervision over the stock exchange, the agency may request from such persons adequate reports and information and carry out a review of their operations:

1. from persons who have close links with the stock exchange,

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2. from persons to which a stock exchange transferred a significant portion of its business processes and

3. from the holders of qualifying holding in a stock exchange.

(3) If another supervisory authority is competent for the supervision of an individual person from the second paragraph of this Article, the agency shall review the operations of this person in cooperation with the competent supervisory authority.

(4) With the aim of achieving the purpose of supervision over the stock exchange the agency shall be competent and responsible also for the supervision of:

1. the members of the management of a stock exchange in the scope determined in Articles 68 through 70 of the ZBan-1 in connection with Article 321 hereof, and

2. the holders of qualifying holding in the scope determined in Articles 44 through 59 of the ZBan-1 in connection with Article 319 hereof.

(5) The agency shall also be competent and responsible for the supervision over the market operator of a Member State stipulated by Article 311 hereof also in the scope determined in the sixth to eighth paragraph of Article 369 hereof.

(6) The fifth paragraph hereunder and paragraphs six to eight of Article 369 shall apply mutatis mutandis to the supervision of an MTF operator from Article 181 hereof.

Article 369

(The purpose of supervision and manner of supervising the stock exchange)

(1) The agency shall conduct supervision over the stock exchange for the purpose of verifying whether the stock exchange operates in accordance with the laws and regulations issued on its basis, or by other laws which regulate the operations in financial instruments and regulations issued on their basis.

(2) The agency shall supervise the stock exchange:

1. by monitoring, collecting and investigating the information, reports and messages of the stock exchange and other entities that, in line with this or another act, are obliged to report to the agency,

2. by reviewing the operations of the stock exchange and the persons referred to in the second paragraph of Article 368 of this Act,

3. by issuing supervisory measures.

(3) The agency may also impose the following supervisory measures to the stock exchange under the provisions of this Act:

1. warning,

2. order to eliminate the violations which may also comprise the requirement for adequate change or supplementation of the stock exchange rules,

3. withdrawal of authorisation.

(4) Sections 7.3, 7.4 and 7.6, of the ZBan-1 with the exception of Points 5, 7 and 8 of the first paragraph of Article 250 of the ZBan-1 shall apply mutatis mutandis for the supervision over the stock exchange.

(5) In the mutatis mutandis application of the provisions of the ZBan-1 referred to in the fourth paragraph hereunder:


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3. referral to the provisions from the first paragraph hereunder shall be used instead of the referral to the provisions from the first paragraph of Article 222 of the ZBan-1.

(6) If the agency has reason to believe that the market operator from Article 311 hereof violates this Act or the provisions of a Member State of its registered office adopted with the aim of transposing Directive 2004/39/EC into the legislation of such Member State, it must inform thereof the supervisory authority of the Member State of the registered office of the market operator.

(7) If the market operator from Article 311 hereof continues with the violations referred to in the sixth paragraph hereunder in spite of the measures of the supervisory authority of the Member State of its registered office or because such measures are ineffective or cannot be imposed in the Member State and thereby obviously threatens the interests of the investors in the Republic of Slovenia or the regulation of the market, the agency may impose to the market operator any measure needed for the protection of the investor’s interests and a regulated operation of the market, including the prohibition of the provision of remote access referred to in Article 311 hereof.

(8) The agency must immediately inform the Commission of the measures referred to in the seventh paragraph hereunder.

9.8 Supervision of the agency over the trading on the stock exchange market

Article 370

(Competence of the agency for the supervision over the trading on the stock exchange market)

The agency shall be competent for the supervision over the trading on the stock exchange market.

Article 371

(The purpose of supervision and manner of supervising the trading on the stock exchange market)

(1) The agency shall supervise the trading on the stock exchange market in order to verify whether the trading is carried out in a fair and regulated manner and to identify potential market abuses.

(2) The agency shall supervise the trading on the stock exchange:

1. by monitoring, collecting and investigating the information, reports and messages of the stock exchange and other entities that, in line with this or another act, are obliged to report to the agency,

2. by performing reviews of operations:

- of the stock exchange and persons under the second paragraph of Article 368 hereof,

- brokerage companies and other persons in accordance with the provisions of Chapter 8 hereof on the supervision over the provision of investment services and activities and the provisions of Chapter 10 hereof on the supervision and violations of the prohibition of market abuse,

- referred to under the first paragraph of Article 95 hereof,


(3) Besides the supervisory measures that the agency is authorised to impose according to other provisions of this Act, the agency may order temporary suspension of trading or withdrawal of a financial instrument from trading on a stock exchange market if this is necessary to protect the interests of the investors or to ensure fair and regulated trading on the stock exchange market.

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(4) If the financial instrument referred to in the third paragraph hereunder is also traded on a regulated market in another Member State, the agency must inform the supervisory authority of this Member State on the temporary suspension of trading and withdrawal of financial instruments from trading on the stock exchange.

(5) If the financial instrument is also traded on a regulated market in another Member State, the agency must issue the measure referred to in the third paragraph hereunder also if such measure has already been issued by the supervisory authority of this other Member State unless such temporary suspension of trading or withdrawal of a financial instrument from trading on the stock exchange market could cause considerable detrimental consequences for the interests of the investors or the normal operation of the stock exchange market.

Chapter 10: PROHIBITED ACTIVITIES OF MARKET ABUSE AND OTHER OBLIGATIONS FOR THE PREVENTION AND DISCOVERY OF MARKET ABUSE

10.1 Basic rules on the prohibition of market abuse

Article 372

(Prohibited activities of market abuse)

Prohibited activities of market abuse are:

1. trading on the basis of inside information and

2. market manipulation.

Article 373

(Inside information)

(1 Inside information is any information that has the following features:

1. it is precise,

2. it has not been published,

3. it is indirectly or directly related to:

- one or more issuers of the financial instruments or

- one or more financial instruments and

4. if it were made public, it would probably have a significant impact on the prices of such financial instruments or the prices of derivatives.

(2) In respect of derivatives on commodities, inside information is every precise information:

1. that has not been published,

2. that directly or indirectly relates to one or more derivatives on commodities and

3. for which the users of the market in derivatives on commodities expect that they would receive it, taking into account the accepted market practices on such markets.

(3) For a person providing activities in relation to the execution of the client’s orders an inside information is also information provided to this person by a client in relation to the non-executed order with the characteristics referred to in Points 1, 3 and 4 of the first paragraph hereunder.

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(4) It shall be deemed that the information referred to in the first paragraph hereunder is precise:

1. if it designates:

- a set of existing circumstances or circumstances that might arise, or

- an event that happened or that might happen, and

2. if it is sufficiently precise so that it is possible to speculate, on its basis, about the possible effects of such circumstances or the event on the prices of financial instruments or the related derivatives.

(5) Information with the characteristics from Point 4 of the first paragraph hereunder shall be information that a reasonable investor would use as part of the basis on which the investment decision is adopted.

Article 374

(Market manipulation)

(1) Market manipulation shall mean:

1. conclusion of transactions or issue of orders to trade:

- which gives or is likely to give incorrect or misleading picture to the participants in the market regarding the supply, demand or price of a financial instrument, or

- by means of which one or more related persons ensure the price of one or more financial instruments at an abnormal or artificial levels, unless the person who entered into the transactions or issued the orders to trade, proves that the business reason for so doing are legitimate and that these transactions or orders to trade conform to accepted market practices on the regulated market concerned;

2. conclusion of a transaction or issue of a trading order with the employment of fictitious devices or any other form of deception or contrivance;

3. dissemination of information through the media, including the Internet, or by any other means, which gives, or is likely to give, false or misleading signals as to financial instruments, including the dissemination of rumours and false or misleading news, where the person who made the dissemination knew, or ought to have known, that the information was false or misleading.

(2) When assessing whether journalists when they act in their professional capacity committed an offence involving market manipulation referred to in Point 3 of the first paragraph hereunder the rules governing their profession must be taken into account, unless those journalists derive, directly or indirectly, an advantage or profits from the dissemination of the information in question.

Article 375

(Presumptions and indicators of market manipulation)

(1) It shall be presumed that the following behaviours have the characteristics of market manipulation referred to in the first paragraph of Article 374:

1. behaviours of individual persons or several related persons:

- to secure a dominant position over the supply of or demand for a financial instrument and

- which have the effect of fixing, directly or indirectly, purchase or sale prices or creating other unfair trading conditions,

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2. the buying or selling of financial instruments at the close of the market with the effect of misleading investors acting on the basis of closing prices,

3. - taking advantage of occasional or regular access to the traditional or electronic media by voicing an opinion about a financial instrument or indirectly about its issuer, while having:

- previously taken positions on that financial instrument and profiting subsequently from the impact of the opinions voiced on the price of that instrument, and

- without having simultaneously disclosed that conflict of interest from the previous indent to the public in a proper and effective way.

(2) Indicators of market manipulation are circumstances which should not necessarily be deemed in themselves to constitute market manipulation and which should be taken into account when transactions or orders to trade are examined by market participants and the agency.

(3) Indicators of market manipulation referred to in Point 1 of the first paragraph of Article 374 of this Act are above all the following:

1. the extent to which orders to trade given or transactions undertaken represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the regulated market concerned, and might be associated with significant changes in the price of a financial instrument,

2. the extent to which orders to trade given or transactions undertaken by persons with a significant buying or selling position in a financial instrument lead to significant changes in the price of the financial instrument or related derivative or underlying asset,

3. the execution of the concluded transactions resulted in a change of the final beneficiary of the financial instruments admitted to trading on a regulated market,

4. the extent to which orders to trade given or transactions undertaken have all of the following characteristics:

- they include a reversal of positions in the financial instrument that is the subject of consideration in a short period,

- they represent a significant proportion of the daily volume of transactions in the relevant financial instrument on the regulated market concerned, and

- they and might be associated with significant changes in the price of a financial instrument admitted to trading on a regulated market,

5. the extent to which orders to trade given or transactions undertaken in a short period within the trading time on an individual trading day on the regulated market cause the change in the price which is then reversed,

6. the extent to which the orders to trade:

- change the representation of the best bid or offer prices in a financial instrument admitted to trading on a regulated market, or more generally the representation of the order book available to market participants, and

- are removed before they are executed,

7. the extent to which orders to trade are given or transactions are undertaken at or around a specific time when reference prices, settlement prices, concluded transactions and valuations are calculated and lead to price changes which have an effect on such reference prices, settlement prices, and valuations.

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(4) Indicators of market manipulation referred to in Point 2 of the first paragraph of Article 374 of this Act are above all the following:

1. the orders to trade given or transactions undertaken by persons are preceded or followed by dissemination of false or misleading information by the same persons or persons related to them in a manner specified in the second paragraph of Article 377 hereof,

2. the orders to trade given or transactions undertaken by persons are preceded or followed by production or dissemination of research or investment recommendation that is incorrect, biased or was obviously influenced by an important interest by the same persons or persons related to them in a manner specified in the second paragraph of Article 377 hereof.

Article 376

(Accepted market practices)

Accepted market practices shall mean practices that are reasonably expected in one or more financial markets and are accepted by the agency in accordance with guidelines laid down in Articles 2 and 3 of Directive 2004/72/EC.

Article 377

(Person who performs management tasks and related person)

(1) A person who performs management tasks for the issuer is:

1. a member of the issuer’s management or supervisory board and

2. executive director or another manager of the issuer:

- who is not a member of the issuer’s management or supervisory board,

- who has regular access to inside information relating, directly or indirectly, to the issuer, and

- who has the power to make managerial decisions affecting the future developments and business prospects of this issuer.

(2) A person related to the person who performs management tasks for the issuer is:

1. a close family member of such person,

2. a person who lived in the same household with that person in the last year prior to the conclusion of the transaction concerned, and

3. any legal entity:

- in which the person from the first paragraph hereunder or Points 1 or 2 hereof performs the managerial tasks,

- that is directly or indirectly controlled by the person from the first indent of this Point in one of the ways specified in the third paragraph of Article 104 hereof,

- which was established for the implementation of interests of the person from the first indent of this Point or

- the economic interests of which are equal to those of the person from the first indent of this Point.

Article 378

(Investment recommendation)

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(1) Investment recommendation is a research or another information:

1. recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments or the issuers of financial instruments, including any opinion as to the present or future value or price of such instruments, and

2. intended for distribution channels or for the public.

(2) The term “research or another information recommending or suggesting an investment strategy” from the first paragraph hereunder shall mean:

1. information:

- produced by an independent analyst, an investment firm, a credit institution, any other person whose main business is to produce recommendations or a natural person working for them under a contract of employment or otherwise, and

- that, directly or indirectly, expresses a particular investment recommendation in respect of a financial instrument or an issuer of financial instruments, and

2. information:

- produced by another person with the exception of the person referred to in the first indent of Point 1 of this paragraph, and

- which directly recommends a particular investment decision in respect of a financial instrument.

(3) The term “distribution channel" from the first paragraph hereunder shall mean a channel through which the information becomes or is likely to become publicly available. The term "likely to become publicly available information" from the first sentence of this paragraph shall mean information to which a large number of persons have access.

Article 379

(Application of Chapter 10)

(1) Chapter 10 hereof shall apply to every financial instrument that has been admitted to trading on a regulated market of at least one Member State and a financial instrument that is the subject of the application for admission to trading on a regulated market of at least one Member State and irrespective of whether the transaction was on the regulated market or outside the regulated market.

(2) Articles 382, 383 and 384 shall also apply to any financial instrument not admitted to trading on a regulated market in a Member State, but whose value depends on a financial instrument as referred to in the first paragraph hereunder.

(3) The first, fifth and sixth paragraph of Article 386 and Article 387 hereof shall not apply to the issuer who failed to lodge the application and give the approval for admission of its financial instruments to trading on a regulated market.

(4) The prohibitions and obligations specified in Chapter 10 hereof shall apply:

1. to all actions and omissions in the Republic of Slovenia or another country, relating to financial instruments admitted to trading on a stock exchange market and financial instruments that are the subject of the application for admission to trading on a stock exchange market, and

2. to all actions and omissions in the Republic of Slovenia, relating to financial instruments admitted to trading on a regulated market in another Member State and financial instruments that are the subject of the application for admission to trading on a regulated market in another Member State.

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Article 380

(Exemptions from the application of Chapter 10)

(1) Chapter 10 hereof shall not apply to transactions concluded by Member States, the ESCB, the central banks of the Member States or another body or person working for their account with the aim of implementing a monetary or exchange policy or a public debt management policy.

(2) The prohibitions specified in Chapter 10 hereof shall not apply to trading in own shares in "buy back" programmes or to the stabilisation of a financial instrument, provided such trading is carried out in accordance with the Regulation 2273/2003.

Article 381

(Provisions on the prohibition of market abuse and obligations for the prevention of such abuses)


1. detailed criteria for determining the assumptions and detailed and additional indicators of inside information and market manipulation,

2. detailed requirements regarding the appropriate publication of inside information according to the first and the fifth paragraphs of Article 386 of this Act,

3. detailed conditions regarding the postponement of publication of inside information according to the second paragraph of Article 386 of this Act,

4. detailed requirements regarding the informing of the agency about the postponement of publication of inside information according to the fourth paragraph of Article 386 of this Act,

5. detailed rules on the contents and the manner of managing a list of persons with access to inside information under Article 387 of this Act,

6. in respect of reporting on transactions from Article 388 hereof:

- categories of persons obliged to report on such transactions,

- characteristics of transactions that are the subject of this obligation, including the quantity that is the subject of transaction in which the obligation to report arises,

- detailed conditions for ensuring public information on such transactions,

7. detailed rules on the obligations of individual categories of persons from Article 389 hereof in respect of investment recommendations,

8. detailed rules on informing about suspicious transactions from Article 391 hereof.

(2) Based on the regulations stipulated by first paragraph hereunder, the agency must comply withthe regulation or adequately transpose the regulation of Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and other implementing acts issued by the Commission on the basis of Directive 2003/6/EC.

10.2 Prohibited activities of market abuse

Article 382

Prohibited trading on the basis of inside information

(1) A person who obtained the inside information in one of the following ways:

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1. as a member of the issuer’s management or supervisory board,

2. as a holder of a stake in the issuer’s capital,

3. by virtue of his having access to the information through the exercise of his employment, profession or duties, or

4. by virtue of his criminal activities

may not use such inside information for direct or indirect acquisition or disposal of financial instruments, to acquire or dispose of financial instruments to which that information relates or attempting to acquire or dispose such financial instruments neither for their own account nor for the account of another person.

(2) Where the person referred to in the first paragraph hereunder is a legal person, the first paragraph shall also apply to the natural persons who take part in the decision to carry out the transaction for the account of the legal person concerned.

(3) The first paragraph hereunder shall not apply to a transaction performed with the aim of fulfilling a due liability concerning an acquisition or disposal of financial instruments if such obligation arose on the basis of a legal transaction concluded before the person who is the subject of prohibition obtained the inside information.

Article 383

(Other prohibitions concerning inside information)

A person who is the subject of prohibition referred to in the first or second paragraph of Article 382 of the Act shall not be allowed to:

1. disclose inside information to any other person unless such disclosure is made in the normal course of the exercise of his employment, profession or duties;

2. recommend or induce another person, on the basis of inside information, to acquire or dispose of financial instruments to which that information relates.

Article 384

(Other persons to whom the provisions of the prohibition concerning inside information applies)

Articles 382 and 383 hereof shall also apply to any other person who:

1. is not a person referred to in the first or second paragraph of Article 382 of the Act,

2. obtained inside information and

3. knows or should know that this was inside information.

Article 385

(Prohibition of market manipulation)

Nobody shall be allowed to trade or place orders for or act as a broker in trading in financial instruments or in another other manner participate in market manipulation.

10.3 Other obligations for preventing and discovering market abuse

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Article 386

(Issuer’s obligations concerning the publication of inside information)

(1) The issuer must, as soon as possible, publish inside information that is directly related to themselves or the financial instrument they issued and make sure that such inside information shall remain available on their public websites for an appropriate period of time.

(2) The issuer may, at its own discretion, postpone the publication of inside information referred to in the first paragraph hereunder in order to protect their legitimate interest, provided that the following two requirements are met:

1. it is not likely that such postponement of the publication of inside information would mislead the public and

2. they have provided adequate confidentiality of such information.

(3) For the purposes of the second paragraph hereunder, legitimate interests may, in particular, relate to the following non-exhaustive circumstances:

1. negotiations that are underway or the related circumstances, if it is likely that public disclosure would seriously impact the outcome or the normal progress of negotiations; in particular, in the event that the financial viability of the issuer is in grave and imminent danger, although not within the scope of the applicable insolvency law, public disclosure of information may be delayed for a limited period where such public disclosure would seriously jeopardise the interest of existing and potential shareholders by undermining the conclusion of specific negotiations designed to ensure the long-term financial recovery of the issuer,

2. decisions taken or contracts made by the management of an issuer which need the approval of another body of the issuer in order to become effective, where the status structure of such issuer requires the separation between these bodies, provided that public disclosure of information before such approval together with the simultaneous announcement that this approval is still pending would jeopardise the correct assessment of the information by the public.

(4) The issuer must immediately inform the agency on the postponement of publication of inside information according to the second paragraph hereunder and publish the information as soon as the reasons for the postponement of its publication cease to exist.

(5) If an issuer, or a person acting on his behalf or for his account, discloses any inside information to any third party in the normal exercise of his employment, profession or duties, as referred to in Point 3 of the second paragraph of Article 382, he must make complete and effective public disclosure of that information:

1. simultaneously in the case of an intentional disclosure of inside information to a third person and

2. and promptly in the case of a non-intentional disclosure of inside information to a third person.

(6) The provisions of the fifth paragraph hereunder shall not apply if the person receiving the information owes a duty of confidentiality, regardless of whether such duty is based on a law, other regulations, articles of association or a contract.

Article 387

(List of persons with access to inside information)

(1) Issuers, or persons acting on their behalf or for their account, must draw up a list of those persons working for them, under a contract of employment or otherwise, who have access to inside information.

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(1) Issuers, or persons acting on their behalf or for their account, must regularly update the list referred to in the first paragraph hereunder and submit it to the agency whenever required to do so.

Article 388

(Transactions of persons who perform management tasks and related persons)

(1) Persons who perform management tasks in a certain issuer and persons related to them must inform the agency of all transactions concluded for their own account, the subject of which areshares of that issuer, derivatives of such shares or other financial instruments connected with such shares or derivatives.

(2) The agency shall guarantee public availability of information on individual transactions referred to in the first paragraph of this Article.

Article 389

(Obligations concerning investment recommendations)

Persons who produce or disseminate investment recommendations must take all due care to ensure that the information in the investment recommendation is fairly presented and that it appropriately discloses any significant interests or conflicts of interest concerning the financial instruments to which the investment recommendation relates.

Article 390

(Obligation to publish statistics)

Public institutions disseminating statistics liable to have a significant effect on financial markets shall disseminate them in a fair and transparent way.

Article 391

(Obligation to notify suspicious transactions)

(1) An investment firm, credit institution or another professional that co-operates in the preparation or implementation of transactions in financial instruments and that, on the basis of indicators or other circumstances that define the assumptions of trading on the basis of inside information or market manipulation, assesses that there are reasonable grounds for suspecting that a transaction involves prohibited insider dealing or market manipulation, must immediately inform the agency of such transaction.

(2) The first paragraph of this Article shall be used for natural persons and legal entities with the place of residence or registered office in the Republic of Slovenia and for the subsidiaries of third country or Member State entities in the Republic of Slovenia.

(3) The person may not inform any other persons about the transaction off which it must inform the agency in accordance with the first paragraph hereunder, and especially not the parties to such transaction or the persons related to the parties to such transaction.

(4) The agency may not disclose the identity of the person that informed it about the suspicious transaction under the first paragraph hereunder if such disclosure could harm the person concerned. The first sentence of this paragraph shall not exclude the application of the provisions of this Act on the imposition of supervisory measures and sanctions for offences and provisions on personal data protection.

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(5) If a person informs the agency in good faith of the transaction referred to in the first paragraph hereunder, such notification or omission of information from the third paragraph hereunder shall not have the nature of a violation of any obligation regarding the limitation of information disclosure, as stipulated by law, another regulation or contract which is why no responsibility whatsoever shall arise for the person acting in good faith.

10.4 Supervision of the agency over market practices

Article 392


The agency shall be competent and responsible for the supervision over the compliance with the prohibition and the obligations stipulated by Chapter 10 hereof.

Article 393


The agency shall conduct supervision with the aim of verifying and discovering of prohibited market abuse practices and verifying if the addressees of the obligations act in accordance with Chapter 10 hereof.

Article 394


The agency shall exercise supervision over the compliance with Chapter 10 hereof:

1. by monitoring, collecting and investigating the information, reports and messages of entities that, in line with this or another act, are obliged to report to the agency,

2. by obtaining information and conducting reviews of operations pursuant to Article 395 of this Act,

3. by imposing supervisory measures referred to in Article 396 of this Act.

Article 395

(Obtaining information and performance reviews)

(1) If necessary for achieving the purpose of supervision in accordance with Article 393 hereof, the agency may require that any person:

1. provides access to any document in any form whatsoever and delivers a copy of it,

2. enables it to conduct performance review,

3. delivers the records of telephone conversations or other data kept by it.

(2) The agency may request that any person, including the person that participates in the forwarding of orders or provides other transactions in the conclusion of transactions that are the subject of the agency’s investigations and the parent undertaking or subsidiary of such person, submit all the information needed for the supervision. If necessary for achieving the purpose of

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supervision in accordance with Article 393 hereof, the agency may invite the person referred to in the first sentence of this paragraph to a hearing.

Article 396

(The agency’s supervisory measures)

The agency shall be authorised to issue the following supervisory measures if it establishes a violation under Chapter 10 hereof:

1. measures for eliminating the established violation,

2. order temporary suspension of trading in a financial instrument on a regulated market,

3. prohibit individual persons to dispose of its financial instruments or other property,

4. temporarily prohibit individual persons to perform an activity or profession.

Article 397


(1) The agency must co-operate with the supervisory authorities of the other Member States whenever this is necessary for the implementation of its competences and responsibilities regarding the supervision of the compliance with Chapter 10 hereof.

(2) The agency must provide adequate assistance to the supervisory authorities of other Member States in the exercising of their competences and responsibilities regarding the supervision over the compliance with the provisions adopted in the scope of the transposition of Directive 2003/6/EC into the legislation of the Member State.

(3) The agency must co-operate with the supervisory authorities of the other Member States by means of exchanging the appropriate operations with them and co-operating in the investigation activities.

Article 398

(Submission of information to the supervisory authorities of Member States)

(1) The agency must submit to the supervisory authority of another Member State upon its request all the information it needs for the purpose from the second paragraph of Article 397 hereof.

(2) If necessary, the agency must take all the appropriate measures for obtaining the required information immediately after receiving the request from the first paragraph hereunder.

(3) If the agency cannot submit the required information immediately, it must inform thereof the supervisory authority of the Member State which required such information.

(4) The agency may refuse the request for the submission of information referred to in the first paragraph hereunder:

1. if the submission of information could have negative impact on the sovereignty, safety or public order of the Republic of Slovenia,

2. if a trial has already been initiated in the Republic of Slovenia against the same persons for the same acts to which the submission of information relates,

3. if a final ruling has already been issued in the Republic of Slovenia against the same persons for the same acts to which the submission of information relates.

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(5) The agency must inform the supervisory authority of a Member State about the refusal of the request to submit information under the fourth paragraph hereunder and state the reasons for such refusal.

Article 399

(Special rule on information confidentiality protection)

(1) The employees of the agency, auditors and other experts who worked upon the authorisation of the agency must protect as confidential all information they obtained in conducting the supervision from Article 393 hereof, unless otherwise stipulated by law.

(2) The first paragraph hereunder shall also apply to information that the agency and/or the persons from the first paragraph hereunder obtain on the basis of information exchange with other supervisory authorities unless the supervisory authority of the Member State which submitted the information expressly agrees that the information be used for other purposes or be submitted to other competent authorities of the Republic of Slovenia.

Article 400

(Co-operation in investigations)

(1) If the agency finds out that the actions that are contrary to the provisions of Chapter 10 hereof or Directive 2003/6/EC have been or are being carried out in another Member State or that such actions impact the financial instruments traded on a regulated market of another Member State, it must inform thereof the supervisory authority of such Member State and state all the details known to it in such notification.

(2) If the agency receives the notification of the supervisory authority of another Member State with the contents from the first paragraph hereunder, it must immediately adopt adequate measures and inform the supervisory authority of the Member State of the outcome of such measures and, if possible, on important in intermediate steps.

(3) The first and the second paragraphs hereof do not exclude or limit the competences and the responsibilities of the agency for the supervision under other provisions of Chapter 10.4 hereof.

(4) When conducting the supervision over the actions specified in the fourth paragraph of Article 379 hereof, the agency must consult the supervisory authorities of other Member States that participate in such supervision about the intended supervisory measures.

Article 401

(Co-operation in performance reviews)

(1) If it is necessary to carry out a performance review of individual persons or other investigations in another Member State with the aim of achieving the purpose of supervision specified in Article 393 hereof, the agency must request that the supervisory authority of such Member State conduct such review.

(2) The agency may also request that the supervisory authority of another Member State enable the agency staff to monitor the staff of such supervisory authority in the activities referred to in the first paragraph hereunder.

(3) The agency must carry out a performance review of individual persons or other investigations in the Republic of Slovenia if so requested by a supervisory authority of another Member State.

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(4) The supervisory authority of another Member State may also request that the agency enable its staff to monitor the staff of the agency in the activities referred to in the third paragraph hereunder.

(5) The agency may refuse the request for investigation referred to in the third paragraph hereunder or the request for performance review of the staff of the supervisory authority of the Member State referred to in the fourth paragraph hereunder:

1. if the investigations concerned could have negative impact on the sovereignty, safety or public order of the Republic of Slovenia,

2. if a trial has already been initiated in the Republic of Slovenia against the same persons for the same acts to which the investigation concerned relates,

3. if a final ruling has already been issued in the Republic of Slovenia against the same persons for the same acts to which the investigation concerned relates.

(6) The agency must inform the supervisory authority of a Member State about the refusal of the request under the fifth paragraph hereunder and state the reasons for such refusal.

Chapter 11: SETTLEMENT OF TRANSACTIONS IN FINANCIAL INSTRUMENTS

11.1 Basic rules on the settlement of transactions in financial instruments

Article 402

(Settlement system for the settlement of stock exchange transactions in securities)

(1) The settlement of stock exchange transactions the subject of which are book-entry securities entered in the central register must be performed through the settlement system managed by the central clearing and depository house unless the stock exchange concludes an adequate agreement with another settlement system operator in accordance with Section 11.6 hereof.

(2) The first paragraph hereunder shall also apply to the depositary receipts that are issued in the manner specified in Section 11.5 hereof with the aim of ensuring the settlement of legal transactions.

Article 403

(Settlement system for the settlement of stock exchange transactions in other financial instruments)

In order to settle stock exchange transactions in other financial instruments apart from securities from Article 402 hereof, the stock exchange must conclude an adequate agreement with a settlement system operator in accordance with Section 11.6 hereof.

Article 403a

(Rules of the settlement system regarding entry and irrevocability of orders)

(1) Rules of the settlement system shall lay down the time for entering settlement orders into the settlement system and the time when such orders become irrevocable.

(2) Rules of the settlement system regarding the time for entering settlement orders into the settlement system and the time when such orders become irrevocable shall not affect the rules of

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integrated settlement systems as regards the entry and irrevocability of settlement orders unless expressly provided otherwise by the rules of all integrated settlement systems.

(3) The integrated settlement system administrator shall ensure maximum coordination of the rules of the integrated settlement system with the rules of other integrated settlement system as regards the definition of the time for entry and irrevocability of settlement orders.

Article 404

(Regulation on settlement)

The agency shall prescribe:

1. detailed organisational requirements for the keeping of a central register and operation of the settlement system,

2. detailed rules for the settlement of stock exchange transactions and

3. the conditions to be met by the operator of the settlement system for taking over the position of the central counterparty and provision of other transactions in which they assume the credit risk of the opposite party.

11.2 Central clearing and depository house

11.2.1 Status structure of a central clearing and depository house

Article 405

(Organisation as a public limited company)

A central clearing and depository house must be organised in the legal form of a public limited company or European public limited company.

Article 406

(Application of the provisions of ZGD-1 to a central clearing and depository house)

The provisions of ZGD-1 that apply to public limited companies or European public limited companies shall also apply to a central clearing and depository house unless otherwise stipulated hereby.

Article 407

(Activities of a central clearing and depository house)

(1) A central clearing and depository house may perform the following activities:

1. the services of keeping a central register of book-entry securities and custody services in relation to corporation activities of the issuers of book-entry securities in accordance with Chapter IX of the ZNVP,

2. the services of the operation of a settlement system for the settlement of stock exchange transactions if it managed to obtain the authorisation of the agency to provide such services in accordance with Section 11.2.3 hereof,

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3. custody services in relation to the takeover in accordance with ZPre-1,

4. the services related to the guarantee of simultaneous fulfilment in respect of the settlement of other transactions the subject of which is book-entry securities,

5. services with regard to the payment of returns arising from book-entry securities,

6. other services with regard to book-entry securities transactions, the meeting of obligations and the exercise of rights arising from securities,

7. sale and maintenance of computer software developed for the provision of its services under Points 1 through 6 hereunder and other related transactions.

(2) Keeping of the central register shall mean the provision of the following entries in the central register:

1. entries with regard to the issue, annulment or swap of book-entry securities,

2. entries with regard to the transfers of book-entry securities between the accounts of book-entry securities and

3. entries with regard to the entry, amendment or deletion of rights of third persons to book-entry securities or other legal means the subject of which is securities.

(3) A central clearing and depository house may not perform any other activities apart from those referred to in the first paragraph hereunder.

(4) A central clearing and depository house must provide the services from Points 4 to 6 of the first paragraph hereunder under reasonable business conditions and under non-discriminatory conditions for all persons.

Article 408

(Initial capital of a central clearing and depository house)

The minimum amount of the initial capital of a central clearing and depository house shall be 125,000 euros.

Article 409

(Shares of a central clearing and depository house)

(1) Shares of a central clearing and depository house may only be registered to a name.

(2) Shares of a central clearing and depository house shall be issued in the form of book-entry securities registered in the central register.

(3) Shares of a central clearing and depository house may not be admitted to trading on a stock exchange or other regulated market.

Article 410

(Shareholders of a central clearing and depository house)

(1) The provisions of Articles 44 through 59 of the ZBan-1 shall apply mutatis mutandis to the shareholders of a central clearing and depository house.


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1. the term “central clearing and depository house” shall be used instead of “bank”,


3. in the mutatis mutandis application of the second paragraph of Article 48 of the ZBan-1, the referral to Article 547 hereof shall be used instead of the referral to Article 377 of the ZBan-1 and


Article 411

(Selection of the central clearing and depository house management system)

A central clearing and depository house may choose a two-tier management system by appointing a management and a supervisory board or a one-tier management system by appointing a board of directors.

Article 412

(Mutatis mutandis application of the ZBan-1 for the management and supervisory bodies of a central clearing and depository house)

(1) Articles 61 through 74 of the ZBan-1 shall apply mutatis mutandis to the management and supervisory board members of a central clearing and depository house using a two-tier system.

(2) The provisions of Articles 61 and 71 through 74 of the Zban-1 shall apply mutatis mutandis to the members of the board of directors of a central clearing and depository house with a one-tier management system as well as the provisions of this Act on the supervisory board of a central clearing and depository house, while for the executive directors the provisions of Articles 62 through 70 of the Zban-1 and the provisions of this Act on the management of a central clearing and depository house shall also apply.

(3) In the mutatis mutandis application of the provisions of Zban-1 referred to in the first and the second paragraphs hereunder:

1. the term "bank" shall be replaced by the term "central clearing and depository house",

2. the term "Bank of Slovenia" shall be replaced by the term "Agency",

3. in the mutatis mutandis application on the first paragraph of Article 66 of the ZBan-1:

– the text "ZNVP and other acts regulating the trading in book-entry securities and the regulations issued on the basis thereof" shall be used instead of the text in Point 2,

– the text "with the other rules applying to the management of central depositories and providing settlement of securities" shall be used instead of the text in Point 3,

4. in the mutatis mutandis application of Point 2 of the Article 68 of the Zban-1, the referral toArticle 416 hereof shall be used instead of the referral to Article 173 of the ZBan-1.

Article 413

(Special rules for the board of directors of a central clearing and depository house)

(1) The board of directors of a central clearing and depository house must appoint at least two executive directors.

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(2) Not more than half members of the board of directors may be appointed executive directors of a central clearing and depository house.

(3) The members of the board of directors that are not executive directors may not manage the operations of the central clearing and depository house.

11.2.2 Organisational requirements for the keeping of a central register and operation of the settlement system

Article 414


(1) A central clearing and depository house must take adequate measures for establishing the conflict of interests of the central clearing and depository house, the members of its management and supervisory bodies or its shareholders and the interest that the central clearing and depository house provides the services of keeping of a central register and operation of the system for the settlement of stock exchange transactions as well as other services in a fair and reliable manner and without discrimination.

(2) A central clearing and depository house must set up and operate an efficient system for preventing and managing the conflicts of interests which comprises all the reasonable measures for preventing the conflicts of interests from the first paragraph hereunder from exerting a negative impact on the exercising of interests related to safe, reliable and efficient settlement of securities transactions.

Article 415

(Solid and reliable management system)

(1) A central clearing and depository house must set up and implement a solid and reliable management system which must contain:

1. a transparent organisational structure with clearly defined, transparent and consistent internal relationships concerning responsibility,

2. efficient procedures of identifying, measuring and assessing, managing and monitoring of risks the central clearing and depository house is or could be exposed to in its operations,

3. appropriate system of internal controls which includes adequate administrative and accounting procedures.

(2) The organisational structure, procedures and systems from the first paragraph hereunder must be clearly and understandably defined and proportional with the characteristics, scope and complexity of activities provided by the central clearing and depository house.

Article 416

Management’s responsibility for the compliance with the risk management rules)

(1) Risk management comprises establishment, measurement and/or evaluation, control and monitoring of risks, including the reporting on risks the central clearing and depository house is or could be exposed to in its operations.

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(2) The management must ensure that the central clearing and depository house operates in accordance with the risk management rules, in relation to which it must above all:

1. determine the precise, transparent and consistent internal relationships regarding responsibility in relation to the keeping of a central register and operation of the system for the settlement of stock exchange transactions as well as other services and activities provided by the central clearing and depository house, which:

- ensure clear delimitation of competences and tasks within the central clearing and depository house and

- prevent the creation of the conflict of interests,

2. grant and regularly verify the strategies and policies for identifying, measuring or assessing, managing and monitoring of risks the central clearing and depository house is or could be exposed to in its operations.

Article 417

(Planning and implementation of risk management measures)

(1) To determine, measure or estimate, manage and monitor the risks connected with the operation of a central clearing and depository house, a central clearing and depository house must set out a plan of risk management measures encompassing:

1. internal risk management procedures,

2. measures for managing risks and internal procedures for executing such measures,

3. internal procedures for monitoring the implementation of risk management measures.

(2) Measures of risk management and procedures for the implementation and monitoring of such measures must be set out in the plan specified in the first paragraph of this article for each type of risk to which the central clearing and depository house is exposed in specific types of transactions which it performs and for risks to which it is exposed in all transactions it performs.

(3) A central clearing and depository house must set out and implement the measures of risk management stipulated in this act or by regulations on risk management and other measures that are typical for the nature and type of risk the central clearing and depository house is or could be exposed to in its operations and therefore necessary for managing such risks.

Article 418

(Policies and processes of operating risk management)

(1) Operating risk is the risk of generating loss, including the legal risk that might arise because of the following circumstances:

1. inadequacy or inaccurate implementation of internal processes,

2. other irregular actions of people that are part of the internal sphere of a legal entity,

3. inappropriateness or incorrect functioning of the systems that are part of the internal sphere of a legal entity, or

4. external events or actions.

(2) The central clearing and depository house must compile and implement adequate policies and processes for assessing and managing operating risks which must also include the description of

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approaches to the treatment of rare but extremely serious events that represent considerable operating risk.

(3) For the purpose of adequate compilation and implementation of policies and processes referred to in the second paragraph hereunder, the central clearing and depository house must clearly and precisely determine the factors of the operating risk it is or could be exposed to.

Article 419

(Impairments and provisions)

A central clearing and depository house must establish appropriate impairments and provisions with respect to special risks deriving from individual transactions or groups of individual transactions.

Article 420

(Central register information system)

A central register information system is a computer programme and a set of procedures that enable:

1. the keeping of the central register,

2. the management of the settlement procedure and

3. support to the management of other services and activities under Points 1 to 4 of the first paragraph of Article 407 of this Act.

Article 421

(Safety and operative reliability of the information system)

(1) The central register information system must be based on double entries and must be designed in such a manner that it is at any time possible to verify to the debit or the credit of which account of book-entry securities individual entries have been made.

(2) A central clearing and depository house must take and implement adequate measures for ensuring that the central register information system meets the following requirements:

1. it is safe and reliable,

2. it is based on reasonable technical solutions,

3. it is developed and kept in accordance with well-documented and generally established procedures and

4. it has appropriate and measurable capacities.

Article 422

(Other requirements concerning information system)

A central clearing and depository house must take and implement adequate measures for ensuring regular monitoring and assessment of efficiency, costs and level of its services, taking into account the business requirements related to the settlement of transactions in book-entry securities.

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Article 423

(Crisis plan and business continuity plan)

A central clearing and depository house must compile a crisis plan and a business continuity plan that ensure adequate conditions enable it to continue with its operations also in the event of serious operational disturbances and that ensures that the losses of the central clearing and depository house arising from such disturbances are limited to the minimum.

Article 424

(Capital adequacy of a central clearing and depository house)

A central clearing and depository house must make sure that it is always able to dispose of adequate capital that enables it normal operations in terms of the scope and type of operations performed, and the volume and level of risks it is exposed to in its operations.

Article 425

(Other rules on risk management)

(1) Central clearing and depository house may not assume the position of a central counterparty.

(2) In relation to the settlement of stock exchange and other transactions in securities or the payment of liabilities arising from securities, a central clearing and depository house shall not be allowed to credit the settlement members, issuers or other persons or to perform other transactions in the scope of which it would assume the credit risk of the counterparty.

Article 426

(Auditing)

(1) A central clearing and depository house must set up the internal audit service.

(2) The provisions of Articles 197 through 202 of the ZBan-1 shall apply mutatis mutandis to internal auditing.

(3) The annual report of a central clearing and depository house must be audited by an auditor.

(4) Article 205 and Articles 210 to 213 of the ZBan-1 shall apply mutatis mutandis to the auditing of the annual report of the central clearing and depository house.

(5) In the mutatis mutandis application of the provisions of the ZBan-1 referred to in the second and the fourth paragraphs hereunder:


2. in the mutatis mutandis application of Point 1 of the Article 212 of the ZBan-1, the referral to the first paragraph of Article 438 hereof shall be used instead of the referral to the first paragraph of Article 222 of the ZBan-1.

(6) A central clearing and depository house shall replace the auditing company for the audit of its annual report at least every five consecutive years.

Article 427


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(1) A central clearing and depository house must protect as confidential all information on individual issuers, holders, members or other persons, regardless of how it was obtained.

(2) Members of central clearing and depository house bodies, its shareholders, employees, or other persons which, in connection with their work in a bank or provision of services for a central clearing and depository house, have access to confidential information from the first paragraph hereunder, may not disclose these data to third persons or to make use of them or enable third persons to make use of them.

(3) The second paragraph of Article 271, Article 272 and the first, fourth and fifth paragraphs of Article 273 shall apply mutatis mutandis to confidential information from the first paragraph hereunder.

Article 428

(Publication of information on book-entry securities)

(4) A central clearing and depository house must publish the following information on its websites:

1. on the issue, conversion or deletion of book-entry securities in the central register,

2. on the records of issued book-entry securities from Article 90 of the ZNVP.

Article 429

(Rules and instructions of a central clearing and depository house)

(1) The central clearing and depository house must adopt rules (hereinafter: the rules of the central clearing and depository house) and implementing procedures (hereinafter: the instructions of the central clearing and depository house) in which it lays down:

1. the rules on the members aimed at regulating the following in accordance with Section 11.3:

- the condition for admission for the appropriate type of membership and for termination of membership,

- organisational, technical and personnel terms and conditions to be met by a member,

- measures to be taken by the central clearing and depository house against a member that violates its obligations,

– other mutual rights and obligations of the central clearing and depository house and a member,

2. the rules on the keeping of a central register aimed at regulating the following in accordance with the ZNVP and Sub-subsection 7.2.5.3 hereof:

- the types of accounts of book-entry securities the method of managing such accounts,

- the use of international standards for determining unique identification numbers of securities and determining the classification of securities,

- the method of providing the services related to the issue, annulment or conversion of book-entry securities, custody services in relation to corporation activities of the issuers and services of keeping a central register of holders for the issuers,

- the method of entering and executing orders and performing other entries in the central register,

- the procedures related to the entry and keeping of personal data on holders and beneficiaries,

- contents and the method of publishing information referred to in Article 428 of this Act,

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3. the rules on the settlement of stock exchange transactions aimed at regulating the following in accordance with Section 11.4:

- the method of calculation, settlement and assurance of conditions for correct and timely settlement of stock exchange transactions,

- the rules relating to the formation and use of the contingency fund and other rules on risk management relating to the risks of possible non-performance by an individual settlement member,

– other mutual rights and obligations of the settlement members and settlement of stock exchange transactions,

4. the rules on the procedures related to the takeover bid which regulate, in accordance with the ZPre-1, more detailed procedures and the manner of providing custody services in relation to takeover,

5. the rules on depositing or issuing securities by issuers of other countries which, in accordance with Section 11.5 hereof, regulate the details of the relevant procedures.

(2) Legal rules stipulated by rules and instructions of the central clearing and depository house and their changes at a time are used for assessing the mutual rights and obligations arising from these legal relationships

1. legal rules from Point 1 of the first paragraph hereunder: from legal relationships between the central clearing and depository house and its members,

2. legal rules from the third indent of Point 2 of the first paragraph hereunder: from legal relationships between the central clearing and depository house and the issuers of book-entry securities,

3. legal rules from Point 3 of the first paragraph hereunder:

- from legal relationships between the central clearing and depository house and the settlement members and

– from legal relationships between the settlement members and the settlement of stock exchange transactions,

4. legal rules from Point 4 of the first paragraph hereunder:

- from legal relationships between the central clearing and depository house and acquirers concerning the takeover-related services,

- from legal relationships between the central clearing and depository house, an acquirer and an authorised member regarding the services provided for the acquirer by an authorised member, and

- from legal relationships between the central clearing and depository house, an acquirer, an authorised member, the holder’s registration member and the acceptant regarding legal transactions involving acceptance of the takeover bid and fulfilment of mutual obligations of the acquirer and the acceptant arising from the acceptance of the takeover bid.

(3) A central clearing and depository house must obtain the agency’s approval before publishing the rules of the central clearing and depository house and their amendments.

(4) A central clearing and depository house must publish its rules and the amendments together with the approval of the agency referred to in the third paragraph hereunder in the Official Gazette of the Republic of Slovenia and on its public websites.

(5) The rules and the amendments of the central clearing and depository house shall enter into force on the fifteenth day of their publication in the Official Gazette of the Republic of Slovenia

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unless a well-grounded shorter deadline is stipulated for the entry into force by the central clearing and depository house for each individual case.

(6) A central clearing and depository house must publish the instructions on its public websites and inform all its members about any changes or amendments via electronic mail. The instructions shall enter into force on the fifteenth day of their publication unless a well-grounded shorter deadline is stipulated for the entry into force by the central clearing and depository house for each individual case.

Article 430

(Tariff of a central clearing and depository house)

(1) The tariff of the central clearing and depository house shall lay down the following:

1. the fees for opening, closing and managing the accounts of book-entry securities and making entries in the central register,

2. the fees to be paid by the issuers for the services related to the issue, annulment and conversionof book-entry securities and keeping of a holder register for the issuer,

3. fees for services with regard to takeovers and

4. fees for other services provided.

(2) The first paragraph of Article 429 of this Act shall apply mutatis mutandis to the central clearing and depository house tariff.

(3) Before publishing the part of the tariff regulating the fees specified in Points 1, 2 and 3 of the first paragraph hereunder or the amendment to the relevant part the central clearing and depository house must obtain the approval of the agency.

(4) The agency may refuse the approval from the third paragraph hereunder if the fees specified in Points 1, 2 and 3 of the first paragraph hereunder are not in accordance with the reasonable business terms or if such fees are discriminatory or unequal for individual holders, issuers, acquirers or types of securities.

(5) In respect of the enforcement of the tariff of the central clearing and depository house in the part regulating the fees specified in Point 2 of the first paragraph hereunder, the central clearing and depository house needs to obtain approval of the minister responsible for economy for the shares of those companies obliged to issue shares as book-entry securities only on the basis of the ZGD-1. The fourth paragraph hereunder shall apply to refusal of the approval from the first sentence of this paragraph.

11.2.3 Authorisation for the operation of a settlement system and supervision of the agency and the Bank of Slovenia

Article 431

(Authorisation to operate a settlement system)

(1) Before starting with the operation of a settlement system, a central clearing and depository house must obtain the license from the agency to operate this settlement system.

(2) Before starting with the operation of a settlement system in financial instruments not comprised in the issued license to operate a settlement system, a central clearing and depository house must obtain an additional license from the agency.

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Article 432

(Request for the issue of the authorisation to operate a settlement system)

The request for the issue of the authorization to operate a settlement system shall have enclosed the following:

1. the articles of association of the central clearing and depository house in the form of a certified copy of a notarial record,

2. business plan of the central clearing and depository house for the first three years of operations, which must contain:

– a description of transactions the central clearing and depository house plans to provide in the scope of operating a stock exchange market,

- a description of the implementation of organisational issues from Subsection 11.2.2 hereof,

3. a list of shareholders which must contain, for each of them, the personal name, permanent or temporary address for natural persons or registered office and registered name for legal entity and the data on the number and percentage of shares taken over upon the establishment of a central clearing and depository house,

4. other evidence that the company fulfils the conditions for the issue of the license to operate the settlement system to which the application refers.

Article 433



1. a request of a central clearing and depository house for the issue of the authorisation to operate a settlement system,

2. the requests of the future qualifying holdings of a central clearing and depository house for the issue of the authorisation to acquire a qualifying holding,

3. the requests of candidates for the members of the management of such central clearing and depository house for the issue of the licence to perform the function of a member of the management of a central clearing and depository house.

Article 434

(Deciding on the authorisation to operate a settlement system)

(1) The agency shall issue a central clearing and depository house an authorisation to operate a settlement system:

1. if the status structure of the central clearing and depository house is in accordance with the Subsection 11.2.1 hereof,


3. if the conditions are met for the issue of the licence to perform the function of a member of the management of a central clearing and depository house to all members of the management of the central clearing and depository house, and

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4. if the planned management system from the second paragraph of Article 415 hereof is appropriate and adequate for the management of risks to which the central clearing and depository house will be exposed in the scope of performing the planned operations,

5. if the central clearing and depository house meets the organisational issues from Subsection 11.2.2 hereof.

(2) The operative part of the decision on the issue of the authorisation to operate a settlement system must clearly state all types of financial instruments to which the authorisation relates.

(3) The agency must inform the Commission of the authorisation to operate a settlement system.

Article 435

(Expiry of the authorisation to operate a settlement system)

(1) The authorisation to operate a settlement system shall be terminated if a central clearing and depository house does not start operating a settlement system to which the authorisation refers within one year of the issue of authorisation.

(2) If the reasons referred to in the first paragraph of this Article occur, the agency shall issue a decision announcing cessation of the authorisation.

Article 436


(1) If a central clearing and depository house participates in the merger or division of companies, it must obtain an authorisation from the agency for such merger or division.

(2) In adopting a decision regarding an authorisation for merger or division the provisions of articles 432 to 434 hereof shall apply mutatis mutandis.

(3) An authorisation must be obtained from the agency for the operation of a settlement system prior to registering such merger or division in the Companies Register, if such merger or division results in a new company which shall operate a settlement system.

(4) Paragraphs one to three shall apply mutatis mutandis also to other status changes in which the central clearing and depository house participates.

Article 437

(Competence of the agency for the supervision over the operation of the central clearing and depository house)

(1) The agency is competent and responsible for the supervision over the central clearing and depository house regarding all the services and activities performed by it.

(2) If this is necessary for exercising of supervision over the central clearing and depository house, the agency may request from such persons adequate reports and information and carry out a review of their operations:

1. from persons closely connected with the central clearing and depository house,

2. from persons to which a central clearing and depository house transferred a significant portion of its business processes and

3. from the holders of qualifying holdings in a central clearing and depository house.

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(3) If another supervisory authority is competent for the supervision of an individual person from the second paragraph of this Article, the agency shall review the operations of this person in cooperation with the competent supervisory authority.

(4) With the aim of exercising supervision over the central clearing and depository house the agency shall be competent and responsible also for the supervision of:

1. the members of the management of a central clearing and depository house in the scope determined in Articles 68 through 70 of the ZBan-1 in connection with Article 412 hereof and

2. the holders of qualifying holdings in the scope determined in Section 2.4 of the ZBan-1 in connection with Article 410 hereof.

Article 438

(The purpose of supervision and manner of supervising the central clearing and depository house)

(1) The agency shall conduct supervision over the central clearing and depository house for the purpose of verifying whether the central clearing and depository house operates in accordance with the laws and regulations issued on its basis, the ZNVP or by other laws which regulate the operations in financial instruments and regulations issued on their basis.

(2) The agency shall supervise the central clearing and depository house:

1. by monitoring, collecting and investigating the information, reports and messages of the central clearing and depository house and other entities that, in line with this or another act, are obliged to report to the agency,

2. by reviewing the operations of the central clearing and depository house and the persons referred to in the second paragraph of Article 437 of this Act,


(3) The agency may also impose the following supervisory measures to the central clearing and depository house under the provisions of this Act:

1. warning,

2. order to eliminate the violations which may also comprise the requirement for adequate change or supplementation of the central clearing and depository house rules,

3. withdrawal of authorisation.

(4) Sections 7.3, 7.4 and 7.6, of the ZBan-1 with the exception of Points 5, 7 and 8 of the first paragraph of Article 250 of the ZBan-1 shall apply mutatis mutandis for the supervision over the central clearing and depository house.

(5) In the mutatis mutandis application of the provisions of the ZBan-1 referred to in the fourth paragraph hereunder:



3. referral to the provisions from the first paragraph hereunder shall be used instead of the referral to the provisions from the first paragraph of Article 222 of the ZBan-1.

Article 439

(Central bank supervision over the systemic risk of the settlement system)

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(1) The Bank of Slovenia is competent and responsible for the supervision over the central clearing and depository house regarding management of the systemic risk of the settlement system.

(2) Chapter 7 hereunder shall apply mutatis mutandis to the supervision referred to in the first paragraph hereunder.

(3) With the aim of ensuring appropriate management of the systemic risk of the settlement system, the Bank of Slovenia and the agency must co-operate in the exercising of supervision over the operation of the central clearing and depository house and consult each other in respect of any intended decision about an application or request for an authorisation or approval issued in accordance with Chapter 11 hereof, about a supervisory measure or about the issue of the regulations on the settlement from Article 404 hereof.

(4) Paragraphs one to three shall apply mutatis mutandis also to the supervision over another operator of a settlement system.

11.2.4 Procedure of deciding by the central clearing and depository house in the process of issuing, converting and deleting securities

Article 440


(1) A central clearing and depository house shall decide on issuing, converting and deleting book-entry securities in a procedure stipulated by Subsection 11.2.4 hereof.

(2) The provisions of the second and the third paragraphs of Article 496, the first paragraph of Article 500, the first paragraph of Article 501, Articles 503 through 506, the first and the sixth paragraphs of Article 507, Articles 508 through 513, Articles 539 and 540, the first and the third paragraphs of Article 541, the first paragraph of Article 542, Article 543 and the first to fifth paragraphs of Article 544 hereof shall apply mutatis mutandis to process from the first paragraph hereunder.

(3) For a mutatis mutandis application of the provisions of this Act under the second paragraph of this Article:

1. the term “central clearing and depository house” shall be used instead of “agency”,

2. the text “order for the issue, conversion or deletion of book-entry securities” shall be used instead of the text “the application for the issue of an authorisation”,

3. the term “issuer” shall be used instead of “applicant”,

4. the text “fee for the services related to the issue, conversion or deletion of book-entry securities” shall be used instead of the term “tax”,

5. the text “order for the issue, conversion or deletion of book-entry securities” shall be used instead of the text “the application for the issue of an authorisation”.

Article 441

(Body of the procedure)

(1) The management of a central clearing and depository house shall decide in the procedure.

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(2) The procedure until the issue of the decision shall be conducted by an expert employed with the central clearing and depository house who meets the conditions from Article 31 of the ZUP and is appropriately authorised by the management of the central clearing and depository house.

Article 442

(Invitation to conclude a contract and pay the fee)

(1) Within three days of receiving the issuer’s order for issuing, converting or deleting book-entry securities (hereinafter: the issuer’s order) a central clearing and depository house must send to the issuer:

1. two copies of the contract of services related to the issue, conversion or annulment of book-entry securities that are the subject of the issuer’s order, signed by a legal representative of the central clearing and depository house or their authorised person,

2. a call to pay the fee for the services of the central clearing and depository house that are the subject of the issuer’s order, and

3. if the subject of the issuer’s order is new book-entry securities that have not yet been entered in the central register, also two copies of the contract on the keeping of a register of such securities, signed by a legal representative of the central clearing and depository house or their authorised person.

(2) Within eight days after receiving the documents from the first paragraph hereunder, the issuer must:

1. return to the central clearing and depository house a copy of the contract from the first or the first and the third points of the first paragraph hereunder, which has also been signed by their legal representative or an authorised person, and

2. pay the fee from Point 2 of the first paragraph hereunder.

(3) If the issuer fails to meet the obligation from the second paragraph hereunder within eight days after receiving the documents from the first paragraph hereunder, the central clearing and depository house shall reject the order. The central clearing and depository house shall act in the same way also if the issuer, at the time of the transmission of the order for issuing book-entry securities referred to in the first paragraph of this Article, fails to submit to the order the Agency's decision on the approval of the prospectus for the offer of securities to public, if such a decision is stipulated by this law.

(4) A central clearing and depository house must warn the issuer of the legal consequence from the third paragraph hereunder in the call sent in accordance with Point 2 of the first paragraph hereunder.

Article 443

(Deadlines for adopting decisions)

(1) A central clearing and depository house shall decide on the issue, conversion or deletion of book-entry securities within the following deadlines:

1. if the issuer’s order refers to the issue of book-entry securities, with the exception of the issue of shares on the basis of increased share capital of the issuer from the company’s assets, within eight days from receiving the issuer’s order,

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2. if the order refers to the merger or division in relation to which the central clearing and depository house provides the service of a representative from the second paragraph of Article 591 of ZGD-1, within 15 days from receiving the issuer’s notification about the entry of the merger or the division in the Companies Register,

3. in other cases within 15 days of having received the issuer’s order.

(2) A central clearing and depository house must issue a decision on the elimination of deficiencies of an order within three business days of receiving the issuer’s order.

(3) The deadline referred to in the first paragraph hereunder shall not run:

1. If the clearing and depository house issued the decision on the elimination of deficiencies from the order within the deadline from the second paragraph hereunder from the time of serving the decision to the applicant:

- until the expiry of the deadline for the elimination of deficiencies stipulated in the decision, or

- until the receipt of the supplemented or corrected order, if such order was supplemented or corrected within the deadline specified in the decision

2. if the clearing and depository house from the first paragraph of Article 442 hereof sent the issuer the documents from the first paragraph of Article 442 hereof:

- until the expiry of the deadline from the second paragraph of Article 442 hereof, or

- until the day the issuer fulfils the obligations under the second paragraph of Article 442 hereof, if such obligations are fulfilled within due time.

Article 444

(Special rules on the procedure of judicial protection against the decisions of the clearing and depository house)

(1) If the court establishes, in the procedure of judicial protection against a decision of the clearing and depository house on the issue, conversion or deletion of book-entry securities, that grounds exist on which it could annul the administrative act under Article 65 of the ZUS-1 and decide the matter by judgement, the court shall not annul the decision of the clearing and depository house but merely establish by judgement that the decision was illegal and that there existed no conditions for issue, conversion or deletion of book-entry securities.

(2) The ruling from the first paragraph hereunder shall not affect the rights of the legal holders of book-entry securities, the issue, conversion or deletion of which has been made on the basis of contested decision of the clearing and depository house.

(3) In the cases from the first paragraph hereunder a person whose rights have been violated with the entries on the basis of contested decision may enforce potential compensation claims against the clearing and depository house or the issuer in a lawsuit.

(4) It shall be allowed to lodge an appeal against a judgement by which the court rules in the procedure of judicial protection against a decision by which a clearing and depository house decided on the issue, conversion or deletion of book-entry securities, upon which the Supreme Court shall rule using a panel of three judges.

11.3 Members of a central clearing and depository house

Article 445

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(Types of members)

(1) Members of a clearing and depository house shall be register and settlement members.

(2) A register member is a member whom the clearing and depository house allows the use of its central register information system for keeping the accounts of book-entry securities.

(3) The settlement member shall be the member to whom the central clearing and depository house allows to use the central register's information system for the purpose of administering book-entry securities accounts and who joins the settlement system for the settlement of stock exchange transactions managed by the central clearing and depository house.

(4) Membership is possible by means of limited or unlimited access.

(5) Members with unlimited access shall be the members to which the central clearing anddepository house allows to use the central register's information system in the entire scope required for the keeping of their house accounts and accounts of their clients, holders of which can be any natural person or legal entities, or to handle the settlement of stock exchange transactions.

(6) Members with limited access shall be those members to which the central clearing anddepository house allows to use the central register’s information system to a limited scope required only for the keeping of their house account, accounts of certain other holders or to handle the settlement of stock exchange transactions.

(7) A clearing and depository house may also stipulate other types of memberships in its rules.

(8) The legislation of the Republic of Slovenia shall apply to mutual rights and obligations of the central clearing and depository house in relation to its members and the mutual rights and obligations of the settlement members in relation to the settlement of the stock exchange transactions.

Article 446

(Access to membership in a central clearing and depository house)

(2) The rules of the central clearing and depository house must define transparent and non-discriminatory rules based on the objective criteria for organisational, technical and staffing conditions as well as conditions related to capital adequacy and liquidity to be met by its members.

Article 447

(Persons that can become members)

(1) The following can become members with unlimited access:

1. a brokerage company, an investment firm, a bank or a special financial institution authorised in the Republic of Slovenia in accordance with the paragraphs (1) or (2) of Article 32 hereof to provide, directly or through a branch, investment services of executing the orders for the account of the clients from point 2 and investment transactions for its own account from point 3 of paragraph (1) of Article 8 hereof and in relation with this the ancillary investment services from point 1 of paragraph (1) of Article 10 hereof;

2. an investment firm, a bank or a special financial institution of a Member State authorised in the Member State of its registered office to provide investment services of executing the orders for the account of the clients from point 2 and investment transactions for its own account from point 3 of paragraph (1) of Article 8 hereof and in relation with this the ancillary investment services from point 1 of paragraph (1) of Article 10 hereof.

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(2) The following can become members with limited access:

1. the Bank of Slovenia, the central bank of another Member State and the European Central Bank in terms of keeping the accounts of banks in special financial institutions in relation to central bank operations;

2. a person that manages a group of assets with limited legal capacity in terms of keeping the accounts of such assets;

3. a management company that, in line with the ZISDU-1 provides the asset management services for well-informed investors in terms of keeping the accounts of persons for which the said services are provided.

4. a person that obtained, under the ZISDU-1, the authorisation to provide custody services in terms of keeping the accounts of investment funds, mutual pension funds or covers of assurance of pension companies it manages;

5. an operator of a settlement system referred to in Article 459 hereof in respect of settlement of stock exchange transactions and administration of accounts required for maintaining a linkbetween the settlement system referred to in Article 459 hereof and the settlement system for stock exchange transactions managed by the central clearing and depository house.

6. any person in terms of keeping a house account and the accounts of their branches or other organisational units.

Article 448

(Notifying the agency about members)

The central clearing and depository house must regularly inform the agency of the admission of new members and termination of previous members and deliver the current list of members.

Article 449

(Supervision of a central clearing and depository house over the settlement members)

(1) A central clearing and depository house must lay down and implement efficient measures and procedures for regular monitoring if the settlement members meet the conditions for the settlement membership, especially in terms of liquidity.

(2) A central clearing and depository house must immediately inform the agency and the stock exchange of any incompliance of a settlement member related to the settlement of the stock exchange transactions and on any other significant violation of a settlement member.(2) If the Bank of Slovenia imposes a supervisory measure on a bank that is a settlement member due to capital inadequacy or other violation of the rules on risk management that could impact the capacity of the bank to timely and completely meet its obligations on the basis of the settlement of stock exchange transactions it must inform the central clearing and depository house of this.

(4) The third paragraph of this Article shall apply mutatis mutandis also in the following cases:

1. if the Bank of Slovenia receives the notification of a supervisory authority of another Member State about the measure from the third paragraph hereunder which the said supervisory authorityimposed on a settlement member,

2. in the case referred to in the third paragraph hereunder which the agency imposes on a brokerage company that is a settlement member and in the case of the notification on the measure from Point 1 hereunder, which the agency receives from a supervisory authority of another Member State.

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Article 450

(Insolvency procedure against a settlement member)

(1) The commencement of insolvency procedure or other procedure or measure introduced by a competent authority of the Republic of Slovenia, other Member State or a third country against a settlement member, which excludes or restricts the execution of orders placed by such member, shall not affect the rights and liabilities of such member and other settlement system participants in connection with their participation in this system incurred prior to the commencement of the procedure.

(2) In the procedure or measure referred to in paragraph (1) of this Article, the rights and obligations of the members and other participants in the settlement system in connection with their participation in this system shall be subject to the application of the law that governs this system.

(3) The procedure or measure referred to in paragraph (1) of this Article shall commence at the time when the competent authority decides on the commencement of such procedure or measure. When the regulations governing the procedure or measure referred to in paragraph (1) of this Article provide for the occurrence of legal consequences of the procedure or measure in respect of another official act during the procedure, the procedure or measure shall be considered to commence simultaneously with the occurrence of such official act.

(4) The competent authority of the Republic of Slovenia that decided on the commencement of the procedure or measure referred to in paragraph (1) of this Article, shall notify forthwith thereof the Agency or administrator of the settlement system that operates on the basis of authorisation issued by the Agency or whose member or other participant is a person for which the procedure or other measure referred to in paragraph (1) of this Article was initiated. The authority which decides to commence this procedure or measure shall indicate the date, hour and minute of adoption of such decision.

(5) If the member of the settlement system for which the procedure or measure referred to in paragraph (1) of this Article has been initiated is also a participant in an integrated settlement system of a Member State, the Agency shall, on receipt of the notification from the preceding paragraph of this Article, notify the competent authority of the Member State which is responsible for supervising the operation of the integrated settlement system of the commencement of such procedure or measure.

Article 450a

(Effects of insolvency procedures and other procedures or measures on the validity of settlement orders)

(1) A settlement order entered into the settlement system by a member of this system shall be valid if the order is entered into the system prior to the commencement of the procedure or measure referred to in paragraph (1) of Article 450 of this Act against such member of other participant for whose account the settlement order has been entered by the settlement member.

(2) The settlement order shall also be valid when it is entered into the settlement system after thecommencement of the procedure or measure referred to in paragraph (1) of Article 450 of this Act against a settlement member or other participant for whose account the settlement order has been entered by the settlement member if this settlement order is executed through the settlement system after the commencement of the procedure or measure referred to in paragraph (1) of Article 450 of this Act, and the settlement system member who enters the settlement order into the system

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can prove that he was unaware or could not be aware of the commencement of such procedure or measure.

(3) The provisions of other regulations which establish the right to terminate the contract or to cancel the already executed transactions and which determine the voidness or prohibition of offset in connection with the commencement of the procedure or measure referred to in paragraph (1) of Article 450 of this Act shall not apply if the settlement member's financial obligations have ceased or have been restored pursuant to the settlement system's net settlement rules.

Article 450b

(Effects of insolvency procedures and other procedures or measures on the validity of collateral rights)

(1) The commencement of the procedure or measure referred to in paragraph (1) of Article 450 of this Act against a member of other participant in the settlement system shall not affect the validity and exercise of the collateral rights relating to the property pledged by such member for his own account or for the account of other participants:

1. If the collateral right relating to such property was established prior to the commencement of the procedure or measure and the settlement member placed the property as a collateral prior to the commencement of this procedure or measure or

2. If the collateral right relating to such property is established after the commencement of the procedure or measure referred to in paragraph (1) of Article 450 of this Act and the property is pledged after the commencement of the procedure or measure referred to in paragraph (1) of Article 450 of this Act, provided that the settlement system member who enters the settlement order into the system can prove that he was unaware or could not be aware of the commencement of such procedure or measure.

(2) The property collateral right shall be either a lien or pledge provided by a settlement system member for participating in the settlement system.

11.4 Management of a settlement system for the settlement of stock exchange transactions in securities

Article 451

(Principle of simultaneous transfer of securities and cash funds)

The settlement system for the settlement of stock exchange transactions in securities must be organised in such a way that the settlement information system and the contents of mutual rights and obligations of the members of such system ensure the implementation of the principle of simultaneous transfer of securities and cash funds in order to execute an individual stock exchange transaction in such a manner that no party to the transaction is exposed to the risk of losing the value of the subject of the transaction due to non-fulfilment by the counterparty (hereinafter: the counterparty credit risk).

Article 452

(Settlement periods)

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(1) The settlement of stock exchange transactions in securities must be carried out in subsequent settlement periods so that all stock exchange transactions made in a single day (hereinafter: trading day) are settled at the same time on the last day of the settlement period (hereinafter: settlement day).

(2) Settlement of stock exchange transactions made on a certain trading day may not be combined with the settlement of stock exchange transactions made on a different trading day.

(3) The settlement period shall be determined by the stock exchange in the stock exchange rules and may not be longer than two business days following the trading day.

(4) The first and the second paragraphs hereunder shall not apply to the settlement of stock exchange transactions which are carried out as a bilateral settlement directly between the parties to the stock exchange transaction without carrying out the settlement of mutual receivables of parties from several stock exchange transactions.

(5) Notwithstanding the third paragraph hereunder, the settlement period for the settlement of stock exchange transactions from the fourth paragraph hereunder may not be longer than three business days from the trading day.

Article 453

(Cash settlement through cash accounts kept by the Bank of Slovenia)

(1) A central clearing and depository house must open a cash account for the settlement of stock exchange transactions (hereinafter: settlement cash account):1. which is kept in the payment system of real time gross settlement and

2. the cash funds of which have the characteristics of a cash deposit with the Bank of Slovenia or other ESCB member.

(2) A central clearing and depository house must accept and remit cash payments for the settlement of stock exchange transactions only to the debit or credit of the settlement cash account.

(3) In relationship with the creditors of the central clearing and depository house, the cash funds on the settlement cash account shall count as the cash funds of the settlement members.

Article 454

(Guarantee fund and other risk management measures associated with the non-fulfilment of the settlement member)

(1) A central clearing and depository house must regulate in its rules also a guarantee fund and other measures and method that enables efficient management of liquidity and other risks the settlement members are exposed to in the event of non-fulfilment of the obligations of a member.

(2) Guarantee fund is the property managed by the central clearing and depository house on its behalf and for the account of the settlement members and which it uses:

1. to the credit of its settlement members when exercising the rights arising from such property or rights in relationship with each individual settlement member that violated its obligation in respect to the settlement of the stock exchange transactions,

2. to the debit of its settlement members with the aim of covering their obligations on the basis of the responsibilities arising from the second paragraph of Article 255 hereof.

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(3) A central clearing and depository house must open a cash account for the management of cash funds in the guarantee fund, which is kept by the Bank of Slovenia or another ESCB member (hereinafter: cash account of the guarantee fund).

(4) A central clearing and depository house must accept cash payments into the guarantee fund and remit cash payments from the guarantee fund to the debit and credit of the cash account of the guarantee fund.

(5) In relationship with the creditors of the central clearing and depository house, the cash funds on the cash account of the guarantee fund and other property that composes the guarantee fund shall count as the cash funds of the settlement members.

Article 455

(Responsibility for the settlement of stock exchange transactions)

(1) Settlement members shall be responsible for the fulfilment of their obligations arising from stock exchange transactions and for the fulfilment of obligations arising from stock exchange transactions of a stock exchange member in respect to which they took the responsibility in accordance with the rules of the central clearing and depository house for the settlement of their transactions.

(2) Settlement members shall also be responsible for the fulfilment of the obligations of other settlement members that arose from the stock exchange transactions in the scope and the manner stipulated in the rules of the central clearing and depository house.

(3) Settlement members must pay adequate amounts in the guarantee fund in line with the rules and instructions of the central clearing and depository house for covering their liabilities on the basis of the responsibility from the first and the second paragraphs hereunder.

(4) A central clearing and depository house shall not be responsible for the liabilities of its settlement members on the basis of the settlement of stock exchange transactions but merely for the debiting of the assets of the guarantee fund and other assets received for covering the liabilities based on the responsibilities of the settlement members from the first and the second paragraphs hereunder.

11.5 Issuing depositary receipts of securities issued by issuers from other countries

Article 456


Section 11.5 hereof shall apply to the issue of depositary receipts of securities issued by issuers with registered office outside the Republic of Slovenia.

Article 457

(Depositary receipts of securities)

(1) The depositary receipt of a security is a security that contains the right of the holder of suchreceipt towards the issuer of such receipt:

1. either to claim the fulfilment of obligations arising from another security to which this receiptrelates (hereinafter: underlying security),

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2. or to claim that the rights arising from the underlying security be executed for the account of the holder in relationship with the issuer of the underlying security.

(2) The issuer of the depositary receipt can be:

1. either the issuer of the underlying security,

2. or a brokerage company, an investment firm, a bank or a special financial institution authorised in the Republic of Slovenia in accordance with the first or the second paragraph of Article 32 hereof to provide, directly or through a branch, investment services of initial or subsequent placingof financial instruments without a firm commitment basis from Point 7 of the first paragraph of Article 8 hereof.

Article 458

(Issuing depositary receipts of securities issued as book-entry securities)

(1) The provisions of the ZNVP and hereof on the issue of book-entry securities shall apply to the issuing depositary receipts of book-entry securities entered in the central register, unless otherwise stipulated by the second paragraph hereof.

(2) Besides the general conditions for the issue of book-entry securities stipulated by the ZNVP and hereby, the following conditions must also be met for the issue of depositary receipts:

1. the underlying securities are:

– either issued either as book-entry securities entered in the central depository of a Member State,

- or kept in the collective safekeeping in such central depository,

2. the underlying securities are entered in the central depository referred to in Point 1 hereunder to the credit of the account of the issuer of depositary receipts,

3. the issuer of a depositary receipt ensured that the right to prohibit the disposal for the credit of the central clearing and depository house is debited to its account referred to in Point 2 hereunder.

11.6 Other settlement system for settling stock exchange transactions

Article 459

(Management of the settlement system for settling stock exchange transactions)

(1) To ensure the settlement of the stock exchange transactions, a stock exchange may select any settlement system operated by:

1. a brokerage company, a bank or another legal entity with the registered office in the Republic of Slovenia which obtains the authorisation of the agency to operate such settlement system, or

2. an investment firm, a bank or another legal entity of another Member State which is authorised to operate such settlement system on the basis of the authorisation of the supervisory authority of this Member State.

(2) For an operator of a settlement system referred to in Point 1 of the first paragraph of this Article, the provisions of Articles 11.2.1, 11.2.2 to 11.2.3 and Section 11.3 of this Act shall apply mutatis mutandis.

(3) Section 11.4 hereof shall apply mutatis mutandis to a settlement system operated by the operator from the first paragraph hereunder, except Article 452 hereof.

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(4) Regardless of Article 425 hereof in relation to the second paragraph hereunder, an operator of the settlement system referred to in Point 1 hereunder may assume the position of a central counterparty or provide other activities in which it assumes the credit risk of the counterparty, provided that it has previously obtained the authorisation of the agency.

(5) The stock exchange must obtain the authorisation of the agency for the selection of the system operator referred to in the first paragraph hereunder.

(6) The agency may refuse to issue the authorisation for the selection of a settlement system only in the following cases:

1. if the selected settlement system operator does not meet the conditions referred to in the first paragraph of this Article,

2. if the selected settlement system operator fails to ensure connections and other conditions for settling stock exchange transactions in line with Section 11.4 hereof, or

3. in other cases, if this is required for ensuring normal functioning of the stock exchange market.

(7) The firth paragraph of Article 282 hereof shall apply mutatis mutandis to the settlement system referred to in Point 2 of the first paragraph hereunder.

(8) In the case of selection of the settlement system used by the person referred to in paragraph (1) of this Article, the settlement period shall be set by the stock exchange in its rules.

(9) Prior to granting consent to the stock exchange rules referred to in the preceding paragraph or to amendments thereto pursuant to paragraph (3) of Article 331 hereof concerning the provisions from the preceding paragraph, the Agency shall obtain the Bank of Slovenia's opinion following consultations referred to in paragraph (3) of Article 439 hereof.

(10) The Agency shall refuse to grant consent to the stock exchange rules or to amendment thereto in respect of the provisions relating to the settlement period in the following cases:

1. when it does not obtain the Bank of Slovenia's opinion regarding the appropriateness of system risk management of the settlement system,

2. when the proposed arrangement does not provide for a smooth and orderly operation of the financial markets or

3. when the settlement system does not comply with the terms and conditions for providing a reliable, effective and economic settlement of stock exchange transactions.

Article 460

(A stock exchange member’s right to select a settlement system)

(1) A stock exchange must enable its member, upon its request, to settle its liabilities on the basis of stock exchange transactions through another settlement system of the Member State than the one selected by the stock exchange, provided that the following conditions are met:

1. there are adequate connections between the settlement system selected by the stock exchange in accordance with Article 403 hereof and the settlement system selected by the stock exchange member which enable efficient and effective settlement of stock exchange transactions, and

2. the agency has issued an authorisation for the settlement through the system selected by the stock exchange member.

(2) The agency shall issue the authorisation from Point 2 of the first paragraph hereunder if the technical conditions for the settlement through the system selected by the stock exchange member enable uninterrupted and regular functioning of the financial markets.

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(3) The firth paragraph of Article 282 hereof shall apply mutatis mutandis to the settlement system selected by the stock exchange member.

Chapter 12: SYSTEM OF GUARANTEES WITH REGARD TO INVESTORS’ CLAIMS

Article 461

(Guaranteed claim of investor)

(1) The claim of the investor shall be the total balance of all monetary claims of a natural person or legal entity on a brokerage company arising from an agreement on the provision of investment activities referred to in point 1, 2, 4, 6 and 7 of paragraph (1) of Article 8 or ancillary investment activities referred to in point 1 of paragraph (1) of Article 10 hereof.

(2) The net balance of an individual claim is the balance of the claim of such person reduced by such person’s liability to the brokerage company.

(3) A guaranteed claim of the investor pursuant to this Act shall be the net claim up to 22,000 euros as of the day of the commencement of the bankruptcy procedure against the brokerage company concerned.

(4) Notwithstanding the third paragraph hereunder, the claims of the investors of the following persons shall not be guaranteed claims:

1. claims of the persons referred to in the first paragraph of Article 207 hereof even if they requested to be treated as non-professional clients by the brokerage company,

2. claims of the persons treated by the brokerage company as professional clients in accordance with Articles 208 and 209 hereof,

3. claims relating to transactions due to which the holder of the claim was given a final judgement of a criminal offence for the crime of money laundering,

4. claims of management and supervisory board members of a brokerage company and their close relatives,

5. claims of the shareholders of a brokerage company holding at least a five percent stake in the equity of the brokerage company or in voting rights,

6. claims of legal entities which are subsidiaries of the brokerage company in question,

7. claims of management and supervisory board members of the legal entities referred to in items 5 and 6 hereunder and their close relatives,

8. claims which because of their characteristics are counted in the calculation of the own funds of the brokerage company,

9. claims of legal entities which, pursuant to the ZGD-1, are considered large or medium-sized companies.

Article 462

(Publishing and advertising of information on the system of guarantees for investors’ claims)

(1) A brokerage companies shall be obliged, on all premises where they serve their clients, to make information on the system of guarantees with regard to investors’ claims available in a visible place.

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(2) When advertising its services a brokerage company may only state, in relation to guarantees with regard to investors’ claims, which guarantee scheme it uses without adding any further details (such as level and volume of guarantee). The advertising under the previous sentence shall not include advertisements in the brokerage company’s business premises and its public websites.

Article 463

(Regulation on guarantees for investors’ claims)

After obtaining the Bank of Slovenia's consent, the Agency shall lay down the following:

1. the method of calculating the amount of liquid investments referred to in Article 465 herein and detailed features of financial instruments which are the subject of those investments,

2. the details of the conditions and procedures for providing funds for the payment of guaranteed investors’ claims and for implementing the guarantees,

3. the method of managing:

- custody accounts and other similar investors’ claims held by one person for the account of one or more other persons, and

- investors’ claims held by two or more persons,

4. method of integrating a branch in the system of guarantees for investors’ claims in the Republic of Slovenia.

5. the contents of reports, the method of reporting on the information required for calculating the guaranteed claims referred to in paragraph (2) of Article 464 hereof and on the amount of liquid investments referred to in Article 465 hereof.

Article 463a

(Competencies and tasks of the Agency in respect of the system of guarantees for investors’ claims)

The Agency shall have in respect of the system of guarantees for investors’ claims the following competencies and tasks:

1. to exercise supervision over brokerage companies in respect of compliance of their obligations set out in Chapter 12 hereof;

2. to calculate the amounts of liquid investments to be provided by brokerage companies as set out in Article 465 hereof;

3. to verify and to confirm the amounts which are necessary for the payment of guaranteed claims to investors, and the total amount of guaranteed investor claims referred to in paragraph (1) of Article 466 hereof;

4. to calculate the amount to be paid by brokerage companies on exercising the guaranteeaccording to Article 467 hereof;

5. to gather other information required by the Bank of Slovenia or the successor bank referred to in paragraph (2) of Article 466 hereof for the purpose of complying with their obligations referred to in Chapter 12 hereof.

Article 464

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(Guarantee for the payment of guarantees for investors’ claims)

(1) Brokerage companies shall guarantee for the payment of guaranteed claims at the brokerage company against which the bankruptcy procedure was initiated to the extent and according to the procedure stipulated in this Act.

(2) An individual brokerage company shall guarantee for the payment of guaranteed investors’ claims at another brokerage company to the extent as the ratio between the number of clients of individual brokerage company and the total number of clients of all brokerage companies, less by the number of clients of brokerage company subject to bankruptcy proceedings.

Article 465

(Liquid investments for the payment of guaranteed investors’ claims)

In order to provide the liquid funds needed for the payment of guaranteed investors’ claims, the brokerage company shall be obliged to invest its funds, in the amount proportional to the share referred to in the second paragraph of Article 464 hereof which shall be calculated on the basis of the provision stipulated by the regulation on guaranteed investors’ claims, in financial instruments that correspond to the said provisions.

Article 466

(Assuming the obligation to pay guaranteed investors’ claims)

(1) On the day the bankruptcy procedure is initiated against a brokerage company, the Bank of Slovenia shall take over, on its own behalf and for the account of the brokerage company referred to in the first paragraph of Article 464 hereof, the obligation to pay guaranteed investors’ claims of the brokerage company in bankruptcy.

(2) The payment of the guaranteed investors’ claims shall be made by the successor bank appointed by the Bank of Slovenia.

(3) The Bank of Slovenia shall provide to the successor bank liquid funds for the payment of the guaranteed investors’ claims under the first paragraph of this Article by activating the guarantee according to Article 467 hereof.

(4) The successor bank may only use the funds referred to in the third paragraph hereunder for the payment of guaranteed investors’ claims.

Article 467

(Activation of a guarantee)

(1) The Bank of Slovenia shall request that the brokerage companies referred to in the first paragraph of Article 464 pay the appropriate shares of funds needed for the payment of guaranteed investors’ claims.

(2) The Bank of Slovenia may provide for the coverage for the activation of a guarantee by cashing or other disposal to the debit of the investments from Article 465 hereof. The Bank of Slovenia shall conclude the legal transactions for ensuring the coverage for the activation of guarantees on its own behalf and for the account of the brokerage companies referred to in the first paragraph of Article 464 hereof.

Article 468

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(Restitution of paid-up funds)

After the claims arising from the guaranteed investors’ claims are satisfied, the Bank of Slovenia shall transfer the funds from the bankruptcy estate to the brokerage companies in proportion to the amounts of funds paid by them in accordance with Article 467 hereof.

Chapter 13: SECURITIES MARKET AGENCY

13.1 Status of the agency

Article 469

(Status of the agency)

(1) The agency is a legal entity of public law.

(2) The agency is independent in implementing its tasks and responsibilities. The agency and the members of its bodies shall be independent and, in performing the tasks of the agency pursuant to this or any other act, not bound by any decisions, points of view or instructions issued by the statutory authorities or any other bodies.

(3) The founder of the agency shall be the Republic of Slovenia.

(4) The agency shall have its head office in Ljubljana.

(5) The agency shall itself determine the number of employees in the context of available funding inside the financial plan of the current year. For the wages of the employees in the agency, the Public Sector Wage System Act (OG RS, no. 95/07 – official consolidated version, 17/08 and 58/08) shall apply, where the financial resources for special projects, which demand an increased scope of work, shall be determined by the agency itself in the context of available funding inside the financial plan of the current year.

(6) When performing its functions and responsibilities, beside the instructions and recommendations of the EU supervising committees, the agency must consider also the possible influence on the financial stability of Member States.

(7) The agency shall encourage in its operations the cooperation of supervisors at the European level and the exchange of all relevant information between supervisors from the home country and the host country.

Article 470

(Rules of procedure of the agency)

The agency shall have its own rules of procedure in which its internal organisation and operation is stipulated in detail.

Article 471

(Stamp)

The agency shall have a stamp featuring the name “Securities Market Agency” and the coat of arms of the Republic of Slovenia.

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Article 472

(Reporting on the situation on the market in financial instruments)

(1) The agency shall make annual reports to the National Assembly of the Republic of Slovenia on the situation and conditions on the market in financial instruments.

(2) The report referred to in the first paragraph hereunder must include data on the public offers of financial instruments, trading on stock exchange markets stating the volume and contents of turnover in financial instruments, the admission of financial instruments to stock exchange markets, and trading in financial instruments outside them.

(3) The report referred to in the first paragraph hereunder relating to the previous year must be submitted by the agency to the National Assembly of the Republic of Slovenia by 30 June of the current year.

Article 473

(Annual report on operations)

(1) The agency shall make annual reports to the National Assembly of the Republic of Slovenia on its operations.

(2) The report referred to in the first paragraph hereunder relating to the previous year must be submitted by the agency to the National Assembly of the Republic of Slovenia by 30 June of the current year.

13.2 Bodies of the agency

Article 474

(Bodies of the agency)

The bodies of the agency shall be the council and the director (hereinafter the director of the agency).

Article 475

(Composition of the council)

(1) The council shall consist of five members among which one is appointed president of the council.

(2) The director of the agency is at the same time the president of the council.

(3) The president and the members of the council shall be eligible for the directors' fee and the reimbursement of costs, which is stipulated once a year by the council on the proposal of the president.

(4) The council shall have a secretary who helps the president of the council and the director of the agency in the preparation and execution of the meeting. The secretary of the council shall provide assistance in the work organisation of the council, collection and preparation of materials, convenes of the session, record keeping, archiving and execution of other professional tasks, which are necessary for the smooth operation of the council and the execution of administrative work inconnection with the operations of the council. The secretary shall be appointed by the council from among the employees in the agency on the proposal of the president of the council. The secretary shall be eligible for 70% attendance fee of a member of the council referred to in the previous paragraph of this Article.

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Article 476

(Incompatibility of function)

(1) The director shall carry out their function on the basis of employment contract concluded with the agency.

(2) The function of a member and that of the director is incompatible:

1. with the function of a management or supervisory board member in a brokerage company, a bank, a management company, an issuer whose financial instruments are traded on a regulated market or another person obliged to obtain the authorisation of the agency for providing its services or activities under this or any other act,

2. if the person, together with any persons related to it in a manner specified in the second paragraph of Article 377 hereof, holds a qualifying holding in the legal entity referred to in Point 1 hereunder,

3. with functions in the bodies of political parties, state bodies, bodies of local communities,

4. with the functions of any other gainful activity with the exception of scientific research, if such activity is contrary to the interests of the agency,

5. with any other work or activity that could affect its independence or be contrary to the interests of the agency.

(3) Following his appointment, the director of the agency may begin his term of office after hebrought his status in line with the first and the second paragraph of this Article. Following his appointment, a member of the council of the agency may begin his term of office after he brought his status in line with the second paragraph of this Article. Such compliance and beginning of the term of office shall be verified by the council, following the proposal by the director of the agency.

(4) The director of the agency shall bring his status in line with the first and the second paragraph of this Article within three months following his appointment at the latest, otherwise the decree of the National Assembly of the Republic of Slovenia on his appointment shall cease to be in force as of the day of expiry of this deadline. The member of the council of the agency shall bring his status in line with the second paragraph of this Article within three months following his appointment at the latest, otherwise the decree of the Government of the Republic of Slovenia on his appointment shall cease to be in force as of the day of expiry of this deadline.

Article 477

(Appointment and discharge of the members of the council and the director of the agency)

(1) The director of the agency and members of the council shall be appointed and discharged by the National Assembly of the Republic of Slovenia at the proposal of the Government of the Republic of Slovenia.

(2) The members of the council and the director of the agency shall be appointed for a period of six years and shall be eligible for reappointment.

Article 478

(Conditions for members of the council)

Only the persons meeting the following criteria may be appointed members of the council:

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1. the person is a citizen of the Republic of Slovenia,

2. the person holds a university degree and

3. the person has not been convicted based on a final judgement of a criminal offence prosecuted ex officio and sentenced to a non-conditional imprisonment.

Article 479

(Early discharge of the members of the council)

A member of the council may be discharged early:

1. upon their request,

2. if they have been convicted based on a final judgement of a criminal offence prosecuted ex officio and sentenced to a non-conditional imprisonment,

3. if they have become permanently incapable of performing their function,

4. if they have violated the duty of protecting confidential information defined in this or any other act,

5. if they have violated the obligations arising from of Article 489 of this Act,

6. if they have abused the market,

7. if it is later found that they do not fulfil the conditions for appointment,

8. in the event of incompatibility of functions as specified in the second paragraph of Article 476 hereof or

9. if they fail to perform the tasks specified in this Act and the agency’s rules of procedure for the members of the council, or do not perform them conscientiously or professionally.

Article 480

(Application of certain provisions of the acts governing the prevention of corruption)

The provisions of the act regulating the prevention of corruption or the act regulating the incompatibility of holding public office with the pursuit of any gainful activity that refer to the sanction of early termination of the term of office shall not apply to the members of the agency’s council.

Article 481

(Competences of the council)

(1) The council shall:

1. adopt decisions with regard to authorisations and approvals and other individual matters on which, pursuant to this Act, decisions are to be taken by the agency, unless otherwise stipulated in this Act or another act,

2. adopt regulations when its is laid down by the law that such acts are to be adopted by the agency,

3. adopt the rules of procedure of the agency,

4. adopt the report on the situation on the market in financial instruments,

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5. adopt an annual plan with regard to the work of the agency’s expert services and annual report on the agency’s operations,

6. perform other tasks within the agency’s scope of responsibilities unless stipulated in the law that another body of the agency is responsible for performing those tasks.

(2) When deciding on matters referred to in the preceding paragraph, the chairman and members of the council shall not be held responsible for the damage caused to their clients or other persons unless the damage is caused deliberately or by gross negligence.

Article 482

(Adopting decisions by the council with regard to issuing regulations)

(1) The council shall adopt valid decisions with regard to the issuing of regulations which the agency is responsible to issue, if the majority of the members of the council are present at the session concerned.

(2) A regulations shall be adopted if the majority of those members of the council present vote in favour of it.

Article 483

(Publication of regulations)

The regulations issued by the agency shall be published in the Official Gazette of the Republic of Slovenia.

Article 484

(Conditions for the director of the agency)

Only the persons meeting the following criteria can be appointed director of the agency:

1. the person is a citizen of the Republic of Slovenia,

2. a person who has at least ten years of work experience,

3. a person who holds a university level education in legal or economic studies,

4. a person who possesses active knowledge of at least one world language, and

5. a person who has not been convicted based on a final judgement of a criminal offence prosecuted ex officio and sentenced to a non-conditional imprisonment.

Article 485

(Public tender for the appointment of the director)

(1) The minister responsible for finance shall propose a candidate for director of the agency to the Government of the Republic of Slovenia on the basis of a public tender.

(2) The public tender shall be published at least six months prior to the expiry of the current director of the agency.

Article 486

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(Responsibilities and powers of the director of the agency)

(1) The director of the agency shall represent the agency, manage the agency’s operations and organise its work.

(2) The director of the agency must ensure that the agency:

1. correctly fulfils the competencies and responsibilities vested in it under this or any other act, and

2. operates in accordance with this act or its rules of procedure.

Article 487

(Grounds for the early dismissal of the director of the agency)

The director of the agency may be early dismissed in the event of any reasons for early dismissal referred to in Article 479 hereof.

13.3 Protection of confidential information and prevention of the conflict of interest

Article 488


(1) Members of the agency’s council, director of the agency, employees, auditors and other experts working for the agency must protect as confidential all information they obtained in conducting their function, supervision tasks and other services or tasks for the agency with the exception of information that is publicly available.

(2) The confidential information from the first paragraph hereunder may not be disclosed to any other person or national authority except in the cases specified by the law. Notwithstanding the previous paragraph, the agency may publish the data on the issued authorisations and approvals it is authorised to collect and process under this or any other act or publicly publishes the provisions or summary decisions imposing control measures if this is considered necessary for ensuring the protection of investors on the market of financial instruments.(3) The first and the second paragraphs hereunder shall also apply to information that the agency and/or the persons from the first paragraph hereunder obtain on the basis of information exchange with other supervisory authorities.

(4) The rules on additional obligation to protect confidential information that apply to the agency in respect of each individual type of supervision under this or any other act shall also apply to persons from the first paragraph hereunder.

Article 488a

(Persons allowed to disclose confidential information)

(1) The Agency may disclose confidential information to the following persons in the Republic of Slovenia or other Member States:

1. supervisory authorities responsible for supervision of regulated financial institutions for thepurpose of exercising their statutory powers;

2. bodies responsible for protection of competition or identification and prevention of moneylaundering and terrorist financing when such information is required in the procedure conducted within the framework of its competencies;

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3. the tax administration when such information is required for the performance of the tax service's tasks;

4. court and other authorities providing actions in the initiation of compulsory liquidation orbankruptcy of a bank or in other similar proceedings;

5. auditors in charge of auditing financial statements of regulated financial institutions or public companies referred to in Article 99 of this Act;

6. persons or authorities managing deposit guarantee schemes;

7. authorities responsible for supervising authorities that perform activities in the initiation ofcompulsory liquidation or bankruptcy of the bank or in another similar proceedings;

8. authorities responsible for supervising auditors that perform the tasks of auditing financialstatements of regulated financial institutions or public companies referred to in Article 99 of this Act;

9. court, state prosecutor's office or the police if such information is required for the proceedings conducted within their competencies;

10. the central bank or another authority with similar tasks and competences as the centralmonetary authorities or another authority responsible for payment systems supervision for the purpose of exercising their statutory powers;

11. ministry responsible for finance or state authority of another Member State responsible for the implementation of the laws governing supervision of credit institutions, financial institutions, investment firms or insurance undertakings; however only to the extent necessary for the implementation of their tasks and competences in the field of monitoring the financial system and preparation of legislation;

12. the central clearing and depository house or other clearing and depository house or settlement system according to this Act in connection with the performance of clearing and settlement transactions concluded on one of the markets in the Republic of Slovenia if the Agency deems that his information is necessary in order to provide for appropriate action to be taken by such corporation regarding non-compliance or eventual non-compliance by participants in these markets;

13. market operator of the stock exchange market in connection with information or measures concerning stock exchange members or issuers of financial instruments if the Agency deems that his information is necessary in order to provide for appropriate action to be taken by such company for ensuring an orderly functioning of the stock exchange market and

14. the body responsible for monitoring the incompatibility of holding public office with thepursuit of any gainful activity or to the body responsible for the prevention of corruption whensuch information is required in the proceedings conducted within the framework of itscompetencies.

(2) The person to whom the Agency discloses the confidential information pursuant to paragraph (1) of this Article may use this information only for the exercise of its supervisory competencies or tasks from paragraph (1) of this Article and shall be bound to safeguarding the confidential information from Article 488 hereof.

(3) The Agency may also disclose the confidential information to persons from paragraph (1) of this Article, who are the persons of individual third countries, subject to the following conditions:

1. that it has concluded a cooperation agreement with this third country concerning mutualexchange of information between the persons in Slovenia referred to in paragraph (1) of thisArticle and the persons in such third country.

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2. that persons of a third country use the rules on compulsory safeguarding of confidentialinformation in that country, of which the contents is set out in Article 488 hereof and 3. that the information that is the subject of disclosure to a third-country person is intended solely for the purpose of exercising supervisory competencies or performing tasks by the persons from paragraph (1) of this Article.

(4) If the Agency obtains confidential information from the supervisory authority of anotherMember State or during the operational audit of a branch of a Member State investment firmaccording to Article 297 thereof, it may disclose this information only subject to the approval by the supervisory authority of this Member State.

Article 489

(Reporting on transactions)

(1) The persons from the first paragraph of Article 488 hereof, with the exception of the director of the agency, must report to the director of the agency any transaction in financial instruments they concluded for themselves and every transaction in financial instruments concluded for its own account by a person related to such persons in one of the manners laid down by the second paragraph of Article 377 hereof.

(2) The director of the agency shall report the transactions from the first paragraph hereunder to the member of the council appointed by the council.

Article 490


(1) The agency must take adequate measures for establishing the conflict of interests between the interests of its employees and the public interest, i.e. performance of the agency’s tasks and competencies in accordance with this and any other act.

(2) The agency must set up and implement an efficient system for preventing and managing the conflicts of interests which comprises all the reasonable measures for preventing the conflicts of interests from the first paragraph hereunder from exerting a negative impact on the achievement of the public interest, i.e. performance of the agency’s tasks and competencies in accordance with this and any other act.

(3) The employees of the agency may not be members of a management or supervisory board member in a brokerage company, a bank, a management company, an issuer whose financial instruments are traded on a regulated market or another person obliged to obtain the authorisation of the agency for providing its services or transactions under this or any other act.

13.4 Funds for work

Article 491

(Tariff of the agency)

(1) The agency shall fix its tariff by which it shall determine:

1. the amount of fees:

- for deciding in individual matters and

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- for the entries in the registers kept under this or any other act and for the copies from such registers.

2. the annual fees to be paid for the supervision of the agency under this and any other act by:

- the persons referred to in paragraph (2) of Article 32 hereof,

- the issuers referred to in Article 99 and the second paragraph of Article 117 of this Act and

- the persons to which the agency issued the authorisation to provide investment services and activities under this or any other act,

3. the fees for any other tasks to be performed by the agency under this or any other act.

(2) The agency may fix the annual fees referred to in Point 2 of the first paragraph hereunder at such a level that the sum of the annual fees which all subjects of supervision are obliged to pay for each individual type of supervision does not exceed the costs of the agency arising from the supervision concerned.

(3) The tariff of the agency shall be published in the Official Gazette of the Republic of Slovenia. The agency must first obtain approval for the tariff and any amendments thereto from the Republic of Slovenia.

(4) The amount of annual fee to be paid by the subject of supervision shall be proportional to the type and extent of supervision of the subject of supervision.

Article 492

(Sources of funds)

(1) Funds for the agency’s work shall be provided from:

1. duties and fees,

2. other income earned by the agency through its operations.

(2) Part of the surplus of income over expenditure from the preceding year shall be allocated to the agency's reserves in the amount stipulated in the agency's financial plan for the year in which the surplus occurred, while the rest shall be allocated to the budget of the Republic of Slovenia.

Article 493

(Surplus of expenses over income)

(1) A surplus of expenses over income shall be covered by the agency’s reserves; if the funds of the reserves do not suffice, the surplus of expenses over income shall be covered by the budget of the Republic of Slovenia.

(2) The funds of the budget of the Republic of Slovenia may only be provided if the agency’s operation would otherwise be seriously threatened.

Article 494

(Financial plan and annual accounts)

(1) The council shall adopt annual accounts for the preceding year and the financial plan for a current year by no later than 31 March each year.

(2) The agency shall have its annual accounts audited by a certified auditor.

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(3) The agency shall, within ten days of receipt, submit its annual accounts together with the auditor’s report thereon and the financial plan to the minister responsible for finance.

(4) The financial plan and annual accounts shall be considered to be approved unless the Government of the Republic of Slovenia decides otherwise within 15 days of their receipt.

(5) Until the expiration of the time limit specified in paragraph (4) of this Article, the agency shall be financed in accordance with the decision on provisional financing adopted by the council.

(6) The agency shall refer its annual accounts and financial plan to the National Assembly of the Republic of Slovenia. The annual financial statements shall form an integral part of the annual report and shall be published.

Article 495

(Control of the expenditure of funds)

Supervision of the lawful, appropriate, economic and efficient use of the agency’s funds shall be exercised by the Court of Auditors of the Republic of Slovenia.

Chapter 14: PROCEDURE OF ADOPTING DECISIONS BY THE AGENCY WITH REGARD TO INDIVIDUAL MATTERS

14.1 General Provisions

Article 496


(1) The agency shall adopt decisions with regard to individual matters for which it is responsible pursuant to either this Act or another act in accordance with the procedure laid down in this chapter unless otherwise stipulated by law for any individual type of procedure.

(2) Unless otherwise stipulated in this Act, the provisions of the ZUP shall apply to the procedure of adopting decisions by the agency.

(3) Notwithstanding the second paragraph hereunder, no request for the restoration to the original state or extraordinary legal remedies shall be allowed in the procedure of adopting decisions by the agency.

Article 497

(Bodies of the procedure)

(1) The procedural bodies shall be the senate and the president of the senate.

(2) The president and the members of the senate as well as the experts of the agency who perform individual tasks in the process of deciding in individual matters for which the agency is competent under this or any other act shall not be liable for any damages suffered by the client and other persons in the course of such process, unless the damages have been caused wilfully or through gross negligence.

Article 498

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(Competence and composition of the senate)

(1) The senate shall be composed of all members of the council, of which one person shall be the president of the senate.

(2) The senate shall decide on:

1. all individual matters to be resolved by a decision, unless the law stipulates the competence of the president of the senate for an individual case, and

2. appeals against the orders of the president of the senate.

(3) The procedure until the issue of the decision shall be conducted by the president of the senate or an authorised expert of the agency who meets the conditions from Article 31 of the ZUP and is appropriately authorised by the president of the senate.

Article 499

(Competence of the president of the senate)

(1) The responsibilities of the president of the senate in managing the procedure and adopting decisions with regard to individual matters shall be performed by the member of the council appointed with the work programme of the agency.

(2) The president of the senate shall decide on:

1. all individual matters to be resolved by an order or a conclusion,

2. the applications for the entry in the registers that are pursuant to the law kept by the agency, and

3. other individual matters to be resolved by a conclusion, if so stipulated by the law for anyindividual case.

Article 499a

(The senate session)

(1) The senate shall take decisions after a consultation and voting in a session, which is not public.

(2) The senate shall take valid decisions, if the majority of the senate's members are present in the session.

(3) The president of the senate shall chair the consultation and voting and shall cast his vote last. He shall see to it that all issues are examined thoroughly and comprehensively.

(4) If with respect to particular issues the votes divide among diverging opinions in such a manner that none of them can attain majority, the issues put to vote shall be divided and separate voting shall be repeated until the majority is attained. If the majority cannot be attained in this manner, a decision shall be taken, so that the votes least favourable to the subject of supervision shall be added to the votes that are more favourable than the former, until the majority is attained.

(5) Members of the senate may not abstain from casting a vote on any question put to vote by the president of the senate. However, a member of the senate who voted for the termination of the procedure for the removal of the permit and has remained in minority, shall not be obliged to vote on the sanction. When not voting, it shall be deemed to agree with the vote, which is the most favourable for the subject of supervision.

(6) A decision shall be taken by a majority of the members of the senate, which are present in the meeting.

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(7) Notwithstanding the sixth paragraph of this Article, the decision on the removal of the permit shall be taken by a majority of the members of the senate.

Article 499b

(The record on deliberation and voting)

(1) A special record shall be made on consultation and voting.

(2) The record on consultation and voting shall set forth the course of voting and the decision adopted.

(3) Dissenting opinions shall be enclosed to the record on consultation and voting, unless they are entered therein.

(4) The record on consultation and voting shall be affixed with signatures of members of the senate and of the recording clerk.

(5) The record on consultation and voting shall be put into a special envelope to be inspected only by the Supreme Court when deciding in the administrative dispute. In such event, the Supreme Court shall put the record back into the special envelope and make a notice that the record has been inspected.

Article 500

(Statements of the parties)

(1) Parties shall make their declarations in writing.

(2) In the event referred to in the second paragraph of Article 502 herein, parties may also make declarations orally at the hearing.

Article 501

(Possibility to make a statement)

(1) Prior to the issuing of a decision which is issued ex officio and which cannot be appealed against, the agency shall be obliged to summon the party concerned to make a statement about the facts and circumstances relevant to the decision, unless another manner of enabling the client to make a declaration is stipulated by law with regard to an individual matter.

(2) The summons referred to in the first paragraph hereunder must include:

1. an explicit statement of the facts and circumstances of which the party is supposed to make a statement and evidence proving those facts;

2. a time limit for the statement of no less than eight days;

3. instruction to the party that documentary evidence must be attached to the statement if referred to therein, and that after the expiration of the time limit for the statement he/she will not be entitled to produce new facts and new evidence.

(3) In making statements, the party may introduce facts from which it arises that facts and circumstances stated in the summons referred to in the first paragraph hereunder do not exist and may present evidence whereby the existence of introduced facts is proved. If the party refers to documented evidence, it shall be obliged to submit that evidence.

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(4) If the statement does not include documented evidence, the provisions on incomplete applications shall not apply, but in adopting decisions account shall only be taken of the evidence submitted.

(5) After the expiration of the deadline for making statements, parties shall not have the right to introduce new facts and present new evidence.

(6) The first to fifth paragraphs of this Article shall not apply to the declaratory decisions of the agency.

Article 502

(Adoption of decisions)

(1) The agency shall adopt decisions without a hearing.

(2) Notwithstanding the first paragraph of this Article, the agency shall call an oral hearing:

1. if any witnesses or experts need to be heard,

2. if there is a conflict of interests among two or more parties participating in the procedure,

3. if a presentation needs to be made of the management of a brokerage company’s operations according to the third paragraph of Article 65 of the ZBan-1 in relation to Article 157 hereof, or

4. in other cases, if considered necessary for clarifying the matter.

Article 503

(Types of decisions)

(1) The agency shall issue its decisions in the form of decisions, conclusions and orders.

(2) Decisions of the agency may not be appealed against.

Article 504

(Decision)

(1) By way of a decision, the agency shall decide on the issue or withdrawal of the licence and on other matters with the exception of those for which the law does not provide that they be decided by way of a conclusion or an order.

(2) Unless otherwise stipulated by the law, the decision must include a detailed explanation. The substantiation shall also include those conclusion against which no special judicial appeal procedure is admissible.

Article 505

(Conclusion)

(1) By issuing a conclusion, the agency shall adopt decisions with regard to the issues relating to the procedure or arising with regard to the procedure itself.

(2) A conclusion must be explained and must involve instructions about legal remedies only if a special procedure of judicial protection is allowed against the conclusion.

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14.2 Procedure of judicial protection

14.2.1 Common provisions

Article 506

(Procedure of judicial protection)

(1) Judicial protection against the agency’s decisions shall be provided in the procedure stipulated in this Act (hereinafter: procedure of judicial protection).

(2) The ZUS-1 shall apply mutatis mutandis to the procedure of judicial protection from the first paragraph hereunder unless otherwise stipulated by this Act.

Article 507

(Right to judicial protection)

(1) It shall be allowed to initiate a judicial protection procedure against decisions issued by the agency.

(2) Notwithstanding the provision of the first paragraph hereunder, there shall be no special procedure of judicial protection against the following decisions:

1. the decision whereby the agency decides to appeal the order and dismisses, refuses, or amends the order;

2. the decision whereby the agency initiates the procedure for the withdrawal of authorisation.

(3) The decision referred to in Point 1 of the second paragraph hereunder may be appealed against by initiating the procedure of judicial protection against the decision issued by the agency because the subject of the supervision failed to comply with the agency’s order.

(4) A decision under Point 2 of the second paragraph hereunder may be contested through a suit within the procedure of judicial protection against the decision regarding the revocation of an authorisation.

(5) Notwithstanding Point 1 of the second paragraph hereunder, the procedure of judicial protection may be initiated against a decision by means of which the agency decides on an appeal against the order by means of which the agency imposed one of the following supervisory measures:

1. a supervisory measure referred to in Article 93 or the second paragraph of Article 95 hereof,

2. a supervisory measures referred to in the second paragraph of Article 145 and Article 146 of this Act,

3. an additional supervisory measure from Point 3 of the first paragraph of Article 248 of the ZBan-1 in relation to Article 301 hereof,

4. an additional supervisory measure referred to in Article 302 of this Act,

5. a supervisory measure referred to in the third paragraph of Article 371 hereof, or

6. a supervisory measure referred to in Article 396 of this Act.

(6) The procedure of judicial protection may also be initiated against a decision on the termination of a process of adopting a decision by the agency, initiated upon the request of the client.

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Article 508

(Competence and composition of the court)

Decisions on the procedure of judicial protection shall be adopted by the supreme court sitting in a panel of three judges.

Article 509

(Deciding by priority)

The matters in the procedure of judicial protection hereunder are considered urgent and shall be decided by the court on a priority basis.

Article 510

(Lawsuit and response)

(1) A lawsuit must be filed within fifteen days.

(2) The deadline for response to the lawsuit shall be fifteen days.

Article 511

(New facts and evidence)

The plaintiff in the procedure of judicial protection may not introduce new facts and present new evidence.

Article 512

(Limits of testing)

The court shall test the agency’s decision within the limits of the claim and within the limits of the grounds stated in the action, whereby special attention shall be paid ex officio to any significant violation of the procedural provisions referred to in the third paragraph of Article 27 of the ZUS-1.

Article 513

(Session)

As a rule, the court shall decide without a trial proceeding.

Article 514

(Legal remedies)

The ruling or resolution issued in the procedure of judicial protection may not be appealed against.

14.2.2 The procedure of judicial protection against a decision on the approval of a prospectus and the decisions in the procedures according to ZPre-1

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Article 515


(1) Subsection 14.2.2 hereof shall apply to the procedure of judicial protection against thefollowing decisions of the agency:

1. a decision referred to under the first paragraph of Article 72 hereof, by means of which the agency approves the prospectus,

2. the decision whereby the agency grants an authorisation for a takeover bid from Article 32 of the ZPre-1,

3. the decision on the issue of a takeover bid referred to in Article 56 of the ZPre-1, and

4. the decision on the annulment of the procedure by means of a takeover bid referred to in the third paragraph of Article 555 hereof.

(2) Unless otherwise stipulated by Subsection 14.2.2 hereof, the Subsection 14.2.1 hereof shall apply to the procedure of judicial protection referred to in the first paragraph hereunder.

Article 516

(Commencement of the deadline for filing a lawsuit)

The deadline for filing a lawsuit referred to in the first paragraph of Article 515 shall commence on the day of publication of the prospectus, the takeover bid or the decision on the issue of a takeover bid.

Article 517

(New facts and evidence)

(1) Notwithstanding Article 511 of this Act, the plaintiff may state new facts and new evidence in the action. If they refer to documentary evidence, they must attach such evidence to the lawsuit.

(2) The agency may produce new facts and new evidence in its response to the lawsuit If it refers to documentary evidence in its response, it must attach such evidence to the response.

(3) If the plaintiff or the agency does not attach to the lawsuit the documentary evidence to which it refers, the provisions on incomplete petitions shall not apply but the court shall take in its decision into consideration only that evidence which has been attached to the lawsuit or the response.

(4) After the expiry of the deadline for filing the lawsuit or the response to the lawsuit, the parties shall have no right to state new facts and produce new evidence.

Article 518

(Main trial and session)

(1) The court shall hand down its ruling after the main trial.

(2) The court may hand down its ruling without a main trial if it establishes in the preliminary procedure that the factual situation in the procedure for the issuing of the decision has been established completely and correctly, or that this is not disputable.

Article 519

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(Adoption of decisions)

(1) If the court establishes that grounds exist on which it could annul the administrative act under Article 65 of the ZUS-1 and could decide the matter by judgement, it shall not annul the decision but shall, by its judgement, only establish that the decision was illegal.

(2) In the case under the first paragraph hereunder, the issuer, investors, acceptors or acquirer may enforce any eventual compensation claims against the agency by litigation.

(3) Notwithstanding the provision of Article 514 of this Act, an appeal against a judgement by which the court rules in the procedure of judicial protection against a decision may be lodged, upon which the Supreme Court, sitting in a panel of three judges, shall rule.

14.3 Procedure of supervision

14.3.1 General Provisions

Article 520


(1) The provisions of Section 14.3 hereof on the supervision procedure shall apply in all procedures of supervision conducted by the agency on the basis of this or any other act, unless otherwise provided for by law for a particular supervision procedure.

(2) Sections 14.1 and 14.2 hereof shall apply in the supervision procedure unless otherwise stipulated hereby.

(3) The provisions of the third paragraph of Article 20 and the second and the third paragraphs of Article 23 of the ZIN shall apply in the supervision procedure.

Article 520a

(Transmission of data to the agency)

(1) In order to carry out tasks in accordance with this Act, the government bodies, local government bodies, other statutory authorities as well as any other legal person or organisationpossessing the data requisite for judicial determination of the dispute, shall immediately communicate to the agency the required data and documents, required for the implementation of a supervision procedure, including the data, which is stipulated as a business secret in accordance with Article 39 of the ZGD-1, and the confidential data, which is the data classified as confidential if regarded as such by the law regulating classified data.

(2) Persons, indicated in the previous paragraph, must communicate the data referred to in the previous paragraph, notwithstanding the rules of admissibility of this data, but considering the rules regulating the safety measures when communicating data. The Agency must ensure an adequate level of the communicated data protection.

(3) A person referred to in the first paragraph of this Article, to whom the Agency addressed the request for the communication of data, must communicate to the Agency correct and complete data, requested by the Agency, within the period stipulated by the Agency. The Agency may use the data only for the purpose for which it was obtained. If a person does not communicate the data within the required time limit, the Agency shall stipulate a new deadline for the communication of data.

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(4) If a person referred to in the first paragraph of this Article, to whom the Agency addressed the request for the communication of data, communicates to the Agency incorrect, incomplete or misleading data, or if he doesn't communicate the data within the new deadline, which was stipulated by the Agency on the basis of the last sentence referred to in the previous paragraph, the president of the senate can adopt a decision, which shall impose to that person a penalty up to EUR 50.000. The deadline for the payment of the penalty shall not be shorter than 15 days and longerthan 1 month.

(5) Concurrently with the issue of the decision referred to in the previous paragraph, the agency can issue a request, by which it shall stipulate to the person referred to in the first paragraph of this Article a new deadline for the communication of data.

(6) Decision on the issue of the penalty referred to in the fourth paragraph of this Article must be explained. There shall be no appeal against the stated decision, although an administrative dispute shall be permitted.

(7) The agency can issue a new decision on the issue of a penalty, as stipulated in the third paragraph of this Article, against a person referred to in the first paragraph of this Article, who continually rejects to communicate the data, upon expiry of the deadline for the implementation of a repeated request for the communication of data referred to in the fourth paragraph of this Article. The Agency can issue decisions on the issue of a penalty due to the communication of incorrect, incomplete or misleading data, or non-communication of data, until the total of the penalties fromindividual decisions reaches 1 percent of the annual turnover of the person referred to in the first paragraph of this Article in the previous business year.

(8) The Agency shall stipulate in the rules the types of the required data and documents, the lengths of the deadlines for the communication of data in the light of their urgency and the range of the penalty amount for the communication of incorrect, incomplete or misleading data, or non-communication of data. The length of deadlines and the penalty amount must be proportional with the infringement, which is subject to the supervision procedure.

Article 521

(Party to the supervision procedure)

(1) The party to the supervision procedure shall be the entity over which the agency conducts supervision (hereinafter: subject of supervision).

(2) Parties to the supervision procedure of a brokerage company shall also be members of the management of a brokerage company.

Article 522

(Service)

(1) A document shall be served on the subject of supervision who is a legal entity or individual sole proprietor by delivering it to a person authorised to accept it, or to an employee found in the office or on the premises.

(2) The serving of documents to the members of the management of a brokerage company shall be carried out by delivery to the brokerage company. It shall be considered that, by delivery to the brokerage company, delivery to the members of the management of a brokerage company shall also be accomplished.

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(3) When a party in the procedure of supervision is represented by an attorney, it shall be considered that the delivery has been accomplished if the act is delivered to the attorney or an employee in the attorney's office.

(4) To a subject of supervision who is not a person under the first, second or third paragraph of this article, an act shall be delivered by handing it to him at his residence or in the business place of the person by which he is employed.

Article 523

(deleted)

Article 524

(Conducting the procedure and issuing the supervision measures)

(1) The agency shall conduct the supervision procedure and impose measures ex officio.

(2) The agency may also impose a measure on a brokerage company when proposed by a member of the management or supervisory board of the brokerage company, or by shareholders whose total shares amount to at least one-tenth of the initial capital of the brokerage company.

(3) The agency shall initiate the supervision procedure over another person from Article 300 hereof on the basis of a report of the market inspector or another competent national body and ex officio when the information obtained during the supervision of the brokerage companies or in relation to its other competences indicate the existence of reasons for such supervision.

Article 525

(Mutatis mutandis application of the provision of the ZBan-1 on supervision)

(1) The provisions of Articles 234 through 246 of the ZBan-1 shall apply mutatis mutandis in other supervision procedures with the exception of the supervision over brokerage companies.


1. the term “subject of supervision” shall be used instead of “bank”, and


3. in the mutatis mutandis application of Article 242 of the ZBan-1, the text “violations of provisions the compliance of which is the subject of supervision” shall be used instead of “violation of the provisions of Article 222 hereof”.

14.3.2 Order to terminate violations

Article 526


(1) Subsection 14.3.2 hereof shall apply to the procedure of issuing the order to terminate violations from Article 242 of the ZBan-1 in relation to the first paragraph of Article 301 hereof and any other order to terminate violations issued by the agency in the procedure under this or any other act.

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(2) Subsection 14.3.2 hereof shall apply mutatis mutandis also to the procedure of issuing an order by means of which the agency orders one of the following supervision procedures:



3. an additional supervisory measure from Article 248 of the ZBan-1 in relation to Article 301 hereof,


5. a supervisory measure referred to in the seventh paragraph of Article 369 hereof,

6. a supervisory measure referred to in the third paragraph of Article 371 hereof, or

7. a supervisory measure referred to in Article 396 of this Act.

(3) The term “implementation of a supervisory measure” shall be used instead of “termination of violation” in the mutatis mutandis application of the provisions of the second paragraph hereunder.

Article 527

(Contents of the order)

(1) The tenor of the order must contain:

1. a specific description of the violations whose elimination is required by the order;

2. a time limit in which the subject under supervision has to eliminate the violations and submit a report on the elimination thereof;

3. the manner of elimination of violations, where the agency has ordered the subject of supervision to eliminate the violations in a specific manner;

4. documents on or evidence of the elimination of violations, where the agency orders the subject of supervision to submit specific documents or other evidence on the elimination of violations.

(2) The order shall be explained.

Article 528

(Appeal against an order)

(1) A subject under supervision shall be entitled to file an objection against the order within eight days of the service thereof.

(2) If the entitled person has filed an appeal on time, the deadline for the elimination of violations set by the order shall be extended for the duration of the period from the filing of the appeal to the issuing of the decision regarding the appeal.

(3) Notwithstanding the second paragraph of this Article, an appeal shall not suspend:

1. the order on the supervisory measures referred to in the second paragraph of Article 526 of this Act and

2. other orders when, because of the nature of the violation, its execution cannot be delayed and it is so decided by the agency in the order.

(4) The member of the management of the brokerage company concerned shall also have the right to file an appeal against an order in which the agency ordered the additional measure from Point 3

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of the first paragraph of Article 248 of the ZBan-1 in relation to the first paragraph of Article 301 hereof.

Article 529

(Grounds for appeal)

Appeal against an order shall be allowed:

1. if the order was issued by a person which is not competent to issue the order;

2. if the violation whose elimination is required by the order does not exist;

3. if the act or omission which was grounds for the issue of the order does not have the characteristics of a violation;

4. if the order cannot be executed or cannot be executed in the manner defined by the order;

5. if the enforcement of the order would give rise to an act contrary to the cogent regulations;

6. if the order required the execution of the elimination of violations by a person the supervision of whom does not lie within the competencies of the agency;

7. if the order requires, contrary to law, the submission of a report on the elimination of violations by the certified auditor;

8. if, in the order, the actual situation is stated erroneously or incompletely.

Article 530

(Content of the Appeal)

(1) The appeal must contain:

1. a statement of the order from which it is filed;

2. a statement as to whether the order is being appealed against in its entirety or with regard to a specific part;

3. the grounds for the appeal;

4. other information which must be contained in every petition.

(2) In the appeal, the subject of supervision may state facts showing that the violations whose elimination was required by the order do not exist, and may submit evidence whereby he proves the existence of the facts stated. If the subject of supervision refers to documentary evidence in the statement, he must attach this evidence to the appeal.

(3) If the subject of supervision does not attach documentary evidence to the appeal, the provisions regarding incomplete petitions shall not apply, but the agency shall use in its adoption of decisions only that evidence which has been attached to the appeal.

(4) After the expiry of the deadline for appeal, the subject of supervision shall not have the right to state new facts and attach new evidence.

Article 531

(Limits on verifying an order)

The agency shall test the order with regard to that part which is contested in the appeal, and within the limits of the grounds stated and explained in the appeal.

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Article 532

(Deciding on appeal)

(1) The agency shall adopt a decision on the appeal by issuing a decision.

(2) In adopting a decision on the appeal, the agency may dismiss or reject the appeal, or change the order or annul it.

(3) The agency shall dismiss an appeal if an appeal is inadmissible, if it is too late, or if it has not been filed by a legitimate person.

(4) If the agency establishes that the grounds under points 1, 2, 3 or 6 of Article 529 hereof exist, it shall annul the order.

(5) If the agency establishes that the grounds under points 4, 5, 7 or 8 of Article 529 hereof concerning the nature of the violation exist, it shall annul the order or change it. In adopting its decision on the appeal, the agency shall not be allowed to change the order to the detriment of the subject of supervision.

14.3.3 Withdrawal of authorisations

Article 533

(Initiation of procedure for withdrawal of an authorisation)

(1) The agency shall initiate the procedure for withdrawing a previously granted authorisation if the information at its disposal indicates that there exists a well-founded suspicion of the existence of any of the grounds for the withdrawal of the authorisation defined by law.

(2) The agency shall adopt a decision to initiate the procedure for withdrawing an authorisation by a decision (hereinafter: decision to initiate the procedure for withdrawing an authorisation).

(3) The decision to initiate the procedure for withdrawing an authorisation must contain:

1. a specific description of the actions, practices or circumstances which are supposed to be the grounds for initiating the procedure;

2. a citation of the documents and other evidence on the basis of which the agency concluded the existence of a well-founded suspicion referred to in the first paragraph hereunder;

3. an explanation of the decision to initiate the procedure.

(4) In the decision to initiate the procedure for withdrawing an authorisation, the agency shall set the deadline, which may not be shorter than 15 or longer than 30 days, counting from the day of the serving of the decision on the subject of supervision, during which time the subject of supervision may make a statement regarding the grounds for the initiation of the procedure (hereinafter: statement regarding the grounds for withdrawing an authorisation).

Article 534

(Statement regarding the grounds for withdrawing an authorisation)

(1) In the statement concerning the grounds for withdrawing an authorisation, the subject under supervision may state the facts proving that the withdrawal of the authorisation is unfounded, and

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may produce evidence proving the presence of the alleged facts. If the subject of supervision refers to documentary evidence in the statement, he must attach this evidence to the statement.

(2) If the subject of supervision does not attach documentary evidence to the statement regarding the grounds for withdrawing an authorisation, the provisions regarding incomplete petitions shall not apply but the agency shall, in adopting decisions, only use that evidence which has been attached to the statement.

(3) After the expiration of the deadline for the statement regarding the grounds for withdrawing the authorisation, the subject of supervision shall not have the right to state new facts and submit new evidence.

Article 535

(Deciding on the withdrawal of authorisation)

(1) The agency must adopt a decision regarding the withdrawal of an authorisation within 30 days of the receipt of the statement regarding the grounds for the withdrawal of an authorisation, or after the expiry of the deadline set for such a statement.

(2) The agency may adopt a decision regarding the withdrawal of an authorisation only because of those actions, practices or circumstances on the basis of which it issued the decision on the initiation of the procedure for the withdrawal of an authorisation, and only on the basis of those documents and other evidence which were cited in the decision on the initiation of the procedure or which the subject of supervision had attached to the statement regarding the grounds for the withdrawal of an authorisation.

Article 536

(Termination of procedure)

The agency shall terminate the procedure for the withdrawal of an authorisation:

1. if it concludes on the basis of the evidence under the second paragraph of Article 535 of this Act that the action, activity or circumstance because of which it issued the decision regarding the initiation of the procedure for the withdrawal of an authorisation have no characteristics of grounds for the withdrawal of an authorisation or

2. or if it concludes, on the basis of the evidence under the second paragraph of Article 535 of this Act, that it has not been proved that the subject of supervision committed the act or that there existed the circumstances because of which it issued the decision regarding the initiation of the procedure for the withdrawal of an authorisation.

Article 537

(Decision on the withdrawal of authorisation)

(1) The decision regarding the withdrawal of the authorisation must contain:

1. the decision regarding the withdrawal of an authorisation, including the reference number and date of granting of the authorisation,

2. the name of the company and registered office, or the first and last name and date of birth of the subject of supervision whose authorisation has been withdrawn,

3. a specific description of the actions, practices or circumstances which are supposed to be the grounds for the withdrawal of authorisation.

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(2) The decision on the withdrawal of the authorisation shall be explained.

Article 538

(Application of the rules for the revocation of a conditional withdrawal and for the reminder)

Subsection 14.3.3 hereof shall apply mutatis mutandis to the procedure of revoking a conditional withdrawal of authorisation and for issuing a reminder.

14.4 Procedure for decisions regarding the issue of authorisations

Article 539


(1) Section 14.4 shall apply to the decision-making procedure concerning the issue of authorisations or consents (hereinafter: authorisation) decided upon by the agency, unless otherwise provided for by law for a particular procedure concerning the issue of authorisations or consents.

(2) Sections 14.1 and 14.4 hereof shall apply in the procedure of deciding on the issue of authorisations unless otherwise stipulated by Section 14.4.

Article 540

(Tax on decisions)

The applicants for the issue of authorisations shall pay a fee fixed in the agency's rates.

Article 541

(Party to the procedure)

(1) A party to the procedure shall be the applicant for the issue of an authorisation (hereinafter: the applicant).

(2) A party to the procedure shall also be a person whose legal interest might be affected by the decision of the agency, if it declares its participation in the procedure in writing.

(3) Each party shall bear its own costs of the procedure.

Article 542

(Initiation of procedure)

(1) The procedure shall be initiated with the filling of the application for the issue of an authorisation (hereinafter: application).

(2) The agency shall initiate the procedure ex officio or at the request of another responsible authority only when so provided by law.

Article 543

(Contents of the application)

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(1) The application shall comprise:

1. the applicant’s personal name, permanent or temporary address of a natural person or registered office and registered name of a legal entity,

2. a specific application for the issue of an authorisation,

3. other data provided for by law.

(2) The documents required by law and other documents substantiating the application for the granting of the authorisation and evidence of payment of the fee for the adoption of a decision must be attached to the application.

Article 544

(Procedural assumptions for the adoption of decisions)

(1) In the procedure of preliminary examination of the application, the agency shall examine whether the procedural requirements for decision-making on the application are fulfilled:

1. whether the application has been filed by a legitimate person,

2. whether the application contains all the information it must contain,

3. whether all the required documents have been attached to the application,

4. whether evidence of payment of the fee for the work of the supervisory authority has been attached to the application,

5. whether all other procedural preconditions which must be fulfilled for adopting decisions about application have been fulfilled.

(2) If the agency establishes that the procedural requirements for decision-making on the application are not fulfilled and the deficiencies could not be remedied, the application shall be rejected by way of a conclusion.

(3) If the agency establishes that the procedural requirements for decision-making on the application are not fulfilled but the deficiencies could be remedied, the applicant shall be ordered by way of a conclusion to remedy the deficiencies (hereinafter: conclusion on elimination of deficiencies). In the conclusion it shall set the deadline for the elimination of the deficiencies which may not be shorter than eight days nor longer than 15 days.

(4) If the applicant fails to eliminate the deficiencies within the specified time limit, the agency shall dismiss the application by way of a conclusion.

(5) There shall be no special procedure of judicial protection against conclusion to eliminate the deficiencies.

(6) If the application concerns the issue of an authorisation to provide investment services and activities or for a merger, the agency must issue the conclusion to eliminate the deficiencies within two months from the receipt of the application, and, in all other cases, within thirty days after the receipt of the application.

Article 545

(Evidence-taking and deciding)

(1) During a procedure to decide on an application, the agency may take evidence not submitted by the applicant, if required to determine facts of significance to the decision on the application. The agency may demand that the applicant:

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1. submits additional data or documentation within a time limit of at least eight days,

2. allows the examination of its operations or the operations of an associated person.

(2) The provisions of ZBan-1 from Article 525 hereof shall apply mutatis mutandis to the review of operations referred to in Point 2 of the first paragraph hereunder.

(3) The agency shall reject the application:

1. if the applicant fails to submit the data or documentation specified in the demand referred to in Point 1 of the first paragraph to the agency, or

2. if the applicant refuses the agency's demand referred to in Point 2 of the first paragraph hereof, or in any other way hinders the examination of operations.

Article 546

(Possibility to make a statement concerning the granting and refusing of the applications for the issue of authorisation)

(1) When the Agency intends to reject an application for the issue of an authorisation on the basis of the established during the operational review referred in point 2 of paragraph (1) of Article 545 hereof or other evidence not submitted by the applicant, it shall give the applicant the opportunity to make a statement on the facts and circumstances of relevance to the decision prior to issuing of a decision to refuse the request.

(2) The provisions of the first to fifth paragraphs of Article 501 hereof shall apply mutatis mutandis to the opportunity of making a statement referred to in the first paragraph hereunder, with the deadline for making a statement being changed from “eight days” to “fifteen days”.

Article 547

(Deadlines for deciding)

(1) The agency must adopt its decisions on the matters relating to the issue of authorisation within six months from receiving the application:

1. for the issue of the authorisation to provide investment services and activities,

2. for the issue of the authorization for a merger or division and

3. for the issue of the authorisation or another decision issued upon the request of a brokerage company on the basis of Chapter 5 hereof or a regulation on risk management.

(2) The agency shall be obliged to adopt a decision with regard to the application for the issue of other authorisations within two months of the receipt of the application, unless otherwise stipulated by law with regard to individual cases.

(3) If the agency has issued the conclusion on the elimination of deficiencies referred to in the sixth paragraph of Article 544 hereof, the deadline from the first paragraph of this Article shall be suspended for the period running from the service of the resolution to the expiration of the deadline allowed for the elimination of deficiencies or until the receipt of completion or correction of the application, provided that the application is completed within the deadline specified in the resolution.

(4) If the agency, pursuant to the first paragraph of Article 546 of this Act, has called upon an applicant to respond to the agency’s grounds for refusing authorisation, the deadline referred to in the first paragraph of this Article for the issue of authorisation shall not include the time from the

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serving of the call until the expiry of the deadline for the statement, or from the serving of the call until the receipt of the statement, if it is sent within the deadline specified in the call.

(5) The brokerage company must notify the agency of any such intent at least six months before the filing of the application referred to in Point 3 of the first paragraph of this Article. If the brokerage company does not act in accordance with the first sentence hereunder, the deadline from the first paragraph hereunder for deciding on this application shall be extended by six months.

Article 547a

(special rules for deciding on request for authorisation to acquire a qualified holding)

(1) Notwithstanding the provision of paragraph (6) of Article 544 hereof, the Agency shall issue a decision to remedy the deficiencies of the request for authorisation to acquire a qualified holding in two business days from receipt of the request.

(2) The Agency shall issue the applicant a confirmation of acceptance of a complete request for authorisation to acquire a qualified holding in two business days. The time limit referred to in the first sentence of this paragraph shall begin:

1. when the Agency does not issue a decision to remedy the deficiencies within the time limitreferred to in paragraph (1) of this Article – upon receipt of the request;

2. when the Agency issues a decision to remedy the deficiencies within the time limit referred to in paragraph (1) of this Article, and the applicant completes or amends his request pursuant to this decision within the time limit set out in the decision – upon receipt of the completed or amended request.

(3) Notwithstanding the provision of paragraph (2) of Article 547 hereof, the Agency shall decide on the issue of the authorisation to acquire a qualified holding within 60 business days. The time limit referred to in the first sentence of this paragraph shall begin:

1. when the Agency issues a confirmation of acceptance within the time limit referred to inparagraph (2) of this Article – upon issue of the confirmation of acceptance;

2. when the Agency does not issue a confirmation of acceptance within the time limit referred to in paragraph (2) of this Article – upon the expiration of the time limit for issuing the confirmation of acceptance referred to in paragraph (2) of this Article.

(4) In the confirmation of acceptance referred to in paragraph (2) of this Article, the Agency shall indicate the date of expiration of the time limit referred to in paragraph (3) of this Article.

(5) In the process of deciding on the request for authorisation to acquire a qualified holding, point 2 of paragraph (1), paragraph (2) and point 2 of paragraph (3) of Article 545, and paragraph (4) of Article 547 hereof shall not be applied.

(6) The Agency may request from the applicant to submit additional information or documents which are necessary for assessing the eligibility of future qualified holders (hereinafter referred to as "request for additional information or documents") provided that such request is made not later than on the 50th day after the expiration of the time limit for issue of authorisation referred to in paragraph (2) of this Article.

(7) When the Agency requests additional information or documents pursuant to paragraph (6) of this Article, the time limit referred to in paragraph (3) of this Article shall be suspended for the period of time from the date of request for additional information or documents to the date of submission of additional information or documents by the applicant; however, for a maximum of 20 business days from the date of the first request. Upon receipt of the information and documents following the first request according to paragraph (6) of this Article, the Agency may request

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additional information or documents; however, the second and any subsequent requests by the Agency for additional information or documents shall not suspend the time limit referred to in paragraph (3) of this Article.

(8) Notwithstanding the provision of paragraph (7) of this Article, the Agency may decide in its first request for additional information or documents to suspend the time limit referred to inparagraph (3) of this Article for a maximum of 20 business days; however, for not more than 30 business days from the date of such request in the following cases:

1. when the future qualified holder is a third country person or

2. when the future qualified holder is not a credit institution, investment firm, managementcompany, collective investment undertaking, insurance or reinsurance company.

(9) The Agency shall issue a confirmation of acceptance of additional information or documents to the applicant in accordance with paragraph (6) of this Article within two business days from receipt of such additional information or documents. The confirmation of acceptance of additional information or documents on the basis of the first request referred to in paragraph (6) of this Article shall state the date of expiration of the time limit referred to in paragraph (3) of this Article, by taking into consideration its suspension pursuant to paragraphs (7) or (8) of this Article.

(10) When the Agency refuses the request for authorisation to acquire a qualified holding, it shall issue and dispatch a written copy of the decision on refusal of the request for authorisation to acquire a qualified holding within two business days following the adoption of this decision and prior to the expiration of the time limit referred to in paragraph (3) of this Article, by taking into consideration eventual suspension pursuant to paragraphs (7) or (8) of this Article.

(11) When the Agency does not issue and dispatch a written copy of the decision on refusal or dismissal of the request for authorisation to acquire a qualified holding before the expiration of the time limit referred to in paragraph (3) of this Article by taking into consideration an eventual suspension pursuant to paragraphs (7) or (8) of this Article, it shall be deemed to have granted the qualified holder an authorisation to acquire a qualified holding on the date of expiration of this time limit.

(12) In the case from paragraph (11) of this Article, the Agency shall issue, at the request ofqualifying holder, a declaratory decision stating that the authorisation has been issued within eight days of receiving the request for a declaratory decision.

(13) Notwithstanding the provision of paragraph (1) of Article 488 of this Act, the Agency shall publish on its web pages an extract of the decision on refusal of authorisation to acquire a qualified holding, accompanied by a summary of grounds for such decision when so requested by the applicant.

14.5 Execution of the agency’s decisions

Article 548

(Decisions)

(1) The decisions of the agency shall become enforceable when they become final in administrative procedure, unless otherwise stipulated in the second and the third paragraphs hereunder.

(2) On the day the decision on the withdrawal of the licence to perform the function of a member of the management becomes final, the person whose licence has been withdrawn shall no longer meet the conditions to perform the function of a member of the management.

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(3) Final decisions of the agency imposing the fulfilment of a financial obligation shall be executed by the court, upon the proposal of the agency.

Article 549

(Order)

Agency’s order cannot be executed by force, unless otherwise stipulated by law for each individual type of the order.

Article 550

(Special rules for the orders on supervisory measures)

(1) Notwithstanding Article 549 hereof an order by means of which the agency orders one of the following supervision procedures can be executed by force:



3. an additional supervisory measure from Point 5 of the first paragraph of Article 248 of the ZBan-1 in relation to Article 301 hereof,


5. a supervisory measure referred to in the seventh paragraph of Article 369 hereof,

6. a supervisory measure referred to in the third paragraph of Article 371 hereof,

7. a supervisory measure referred to in Article 396 of this Act or

8. another supervisory measure the contents of which is temporary or permanent prohibition of the provision of individual or all services or activities.

(2) The provisions of the ZUP on administrative enforcement and Article 35 of the ZIN shall apply to the procedure of order execution from the first paragraph hereunder unless otherwise stipulated by the third paragraph hereunder.

(3) In the procedure of order execution from the first paragraph hereunder, the president of the senate shall decide at the first instance and the senate shall decide on the appeal.

14.6 Special rules for the procedure of deciding on individual matters according to ZPre-1

Article 551


(1) Section 14.6 hereof shall apply to the procedure of deciding on individual matters pursuant to the ZPre-1.

(2) For the procedures referred to in the first paragraph hereunder other sections of Chapter 14 hereof shall apply unless otherwise stipulated by Section 14.6 hereof.

Article 552

(Special rules on the competence and composition of the bodies of the procedure)

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(1) In the procedure of deciding on individual matters according to ZPre-1 the senate shall consist of three members determined in accordance with the agency’s work schedule.

(2) In the procedure of deciding on individual matters according to ZPre-1 the president of the senate shall decide on the matters to be decided by means of a decision:

1. on the issue of an authorisation for a takeover bid from Article 32 of the ZPre-1,

2. on an approval to withdraw from the takeover intention from Article 27 of the ZPre-1 and

3. on the outcome of a takeover bid referred to in Article 56 of the ZPre-1.

(3) Notwithstanding the first paragraph hereunder a senate composed of all senate members shall decide in the decision-making process under the third paragraph of Article 64 of the ZPre-1.

Article 553

(Special rules for the procedure of deciding on the issue of an authorisation for a takeover bid)

(1) The party to the agency’s procedure of deciding on the issue of an authorisation for a takeover bid is the acquirer alone.

(2) The president of the senate must issue the conclusion to eliminate the deficiencies within the following deadlines which shall run from the receipt of the application for the issue of the following authorisation:

1. in the takeover bid from the second, third or fourth paragraph of Article 16 of the ZPre-1 withinfive business days,

2. in other takeover bids within three business days.

(3) The president of the senate must decide on the issue of the authorisation for a takeover bid within the following deadlines which shall run from the receipt of the application for the issue of such authorisation:

1. in the takeover bid from the second, third or fourth paragraph of Article 16 of the ZPre-1 within eight business days,

2. in other takeover bids within five business days.

(4) If the president of the senate does not adopt a decision on the application for an authorisation for the takeover bid within the deadline referred to in the third paragraph hereunder, it shall be deemed that the agency has granted an authorisation for the takeover bid.

Article 554

(Appeals against the decisions of the president of the senate)

(1) The acquirer shall be entitled to file an appeal against a decision of the president of the senate from the second paragraph of Article 552 hereof within five days of the serving thereof.

(2) The agency shall be obliged to decide on the appeal referred to in the first paragraph hereunder within 15 days of the receipt of the appeal and/or, in the same time period, to issue the conclusionon the elimination of deficiencies in the appeal.

(3) The appeal referred to in the first paragraph hereunder shall be allowed:

1. if the decision was issued by a person not authorised to issue such decisions,

2. if substantive law is applied erroneously in the decision,

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3. if the actual situation is stated erroneously or incompletely in the decision.

(4) For the appeal referred to in the first paragraph of this Article, the provisions of Articles 530, 531 and 532 of this Act shall apply mutatis mutandis.

Article 555

(Special rules for the takeover bid procedure)

(1) The following special rules shall apply to the order on the elimination of violations issued by the agency to the acquirer in the takeover bid procedure:

1. the deadline from Point 2 of the first paragraph of Article 527 hereof may not be longer than eight business days from the serving of the order on the elimination of violations,

2. the deadline for an appeal against the order on the elimination of violations shall be three business days from the serving of the order,

3. an appeal shall not delay the execution of the order on the elimination of violations,

4. the agency shall be obliged to decide on the appeal within three business days of its receipt,

5. the agency shall be obliged to decide on the elimination of violations within three business days of receiving the acquirer’s report on the elimination of violations.

(2) If the agency issued an order on the elimination of violations from the first paragraph hereunder, the deadline for accepting the takeover bid and potential competitive bids shall not run from the day of serving the order until the day of issuing a declaratory decision on the elimination of violations by the agency.

(3) If the bidder fails to act in compliance with the order on the elimination of violations or if the violations cannot be eliminated, the agency shall issue a decision whereby the procedure of the takeover bid is annulled. The agency shall also be obliged to decide by a decision referred to in the first paragraph hereunder that an acquirer takeover bid is unsuccessful.

Chapter 15: PENAL PROVISIONS

Article 556

(Severe violations of Chapter 2)

(1) A fine from 25,000 to 125,000 euros shall be imposed for an offence on a legal entity:

1. offering securities to the public in the Republic of Slovenia without prior publication of the appropriate prospectus for such securities in line with this act, if the publication of the prospectus is mandatory (the first paragraph of Article 36 hereof);

2. that admitted securities to trading on a regulated market in the Republic of Slovenia without prior publication of the appropriate prospectus for such securities in line with this act, if the publication of the prospectus is mandatory (the second paragraph of Article 36 hereof);

3. that published the prospectus without first obtaining the approval for such prospectus from the supervisory authority of the home Member State (the first paragraph of Article 37 hereof);

4. if the information in the published prospectus is incorrect or incomplete (the second paragraph of Article 53 hereof);

5. that published an invalid prospectus (Article 62 hereof);

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6. if the subscription or payment of securities is organised or carried out in contravention of Article 79 hereof;

7. if it failed to publish the supplement to the prospectus or the supplement to the summary of the prospectus, or if such supplement is not published in the same manner as the prospectus (the first, third and fourth paragraph of Article 80 hereof);

8. that published the supplement to the prospectus without first obtaining the approval from the supervisory authority of the home Member State (the second paragraph of Article 80 hereof);

9. if it failed to publish the prospectus in the prescribed language(s) (Article 85 hereof).

(2) A fine from 800 to 4,100 euros shall be imposed on the responsible person of the legal entity for a violation from the first paragraph hereof.

(3) A fine from 130 to 1,200 shall be imposed on an individual committing a violation referred to in the first paragraph of this Article.

(4) A violation from the first paragraph hereunder, committed in relation to securities of a third country issuer, the fine shall be imposed on an authorised investment firm from the first paragraph of Article 87 hereof, the responsible person of the firm and the person that authorised such firm.

(5) If the nature of the committed violation from the previous paragraphs is especially severe due to the amount of the caused damage or the amount of the illegally acquired property benefits or because of the perpetrator’s intent to gain profit, the perpetrator, which is a legal entity, entrepreneur or a natural person engaging in a registered activity shall be imposed a fine from41,000 to 370,000 euros, an individual a fine from 400 to 3,600 euros and the responsible person of the legal entity, the responsible person of an entrepreneur or the responsible person of a natural person engaging in a registered activity shall be imposed a fine from 2,500 to 12,000 euros.

Article 557

(Minor violations of Chapter 2)


1. if it fails to inform the agency on the implementation of exceptions referred to in Articles 49, 50 and 51 of this Act in accordance with Article 52 of this Act within three working days prior to the beginning of the offer to the public or the admission of securities for marketing in a regulated market;

2. if it did not publish the final offer price and amount of securities and/or fails to act in accordance with the first paragraph of Article 59 hereof or fails to inform the agency or the supervisory authority of another Member State and publish such information in accordance with the second paragraph of Article 59 hereof;

3. if it fails to submit the final prospectus to the agency and publish it within the deadlines from the second paragraph of Article 73 hereof;

4. if it fails to ensure the availability of the prospectus as provided for in the first paragraph of Article 74 hereof;

5. if it fails to send or deliver to the applicant, upon the latter’s request and free of charge, a printed copy of the prospectus, if the prospectus is published in the electronic form (Article 77 hereof);

6. if it prevents the agency from exercising supervision in accordance with Article 91 hereof or fails to provide it with the information under Article 92 hereof.

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(2) A fine from 12,000 to 125,000 euros shall be imposed on an issuer of securities that were admitted to trading on a regulated market, if it fails to produce, publish or submit to the agency the document in accordance with Article 63 hereof.

(3) A fine from 400 to 4,100 euros shall be imposed on the responsible person of the legal entity or the issuer for a violation from the first or the second paragraph hereunder.


(5) A violation from the first paragraph hereunder, committed in relation to securities of a third country issuer, the fine shall be imposed on an authorised investment firm from the first paragraph of Article 87 hereof, the responsible person of the firm and the person that authorised such firm.

Article 558

(Severe violations of Chapter 3)

(1) A fine from 25,000 to 125,000 euros shall be imposed for an offence on a public company:

1. for failing to publish the annual report in accordance with the first and second paragraphs of Article 110 of this Act;

2. for failing to publish the auditor’s report in accordance with the third paragraph of Article 110 of this Act;

3. for failing to publish the semi-annual report in accordance with the first paragraph of Article 112 and the first paragraph of Article 113 of this Act;

4. for failing to publish the interim management statement according to Article 114 of this Act;

5. for failing to publish information contained in the notice on a change in major holdings in accordance with Article 124 of this Act;

6. for failing to publish information on a change in the amount of own shares of a public company in accordance with Article 125 of this Act;

7. for failing to publish information on a change and the new total number of voting rights in accordance with Article 126 of this Act;

8. for failing to publish information on a change in the contents of rights arising from such securities in accordance with Article 128 of this Act;

9. for failing to publish information on new issues of debt securities in accordance with Article 129 of this Act;

10. for failing to publish regulated information in the prescribed language(s) (Article 135 hereof);

11. . for failing to publish or submit regulated information in accordance with the first paragraph of Article 136 of this Act.

(2) A fine from 25,000 to 125,000 euros shall be imposed on the legal entity demanding admission of securities to trading on a regulated market without the consent of the public company and committing a violation under the first paragraph hereof.

(3) A fine from 800 to 4,100 euros shall be imposed on the responsible person of a public company or legal entity demanding admission of securities to trading on a regulated market without the consent of the public company and committing a violation under the first paragraph hereof.

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(4) A fine from 130 to 1,200 euros shall be imposed on an individual demanding admission of securities to trading on a regulated market without the consent of the public company and committing a violation under the first paragraph hereunder.

(5) A fine from 25,000 to 125,000 euros shall be imposed on the legal entity if it fails to inform the public company that it reached or exceeded an individual threshold of significant share in accordance with Articles 118, 119 or 120 hereof within the deadline specified in the second paragraph of Article 123 hereof.

(6) A fine from 800 to 4,100 euros shall be imposed on the responsible person of the legal entity for a violation from the fifth paragraph hereof.

(7) A fine from 130 to 1,200 shall be imposed on a natural person committing a violation referred to in the fifth paragraph of this Article.

(8) If the nature of the committed violation from the previous paragraphs is especially severe due to the amount of the caused damage or the amount of the illegally acquired property benefits or because of the perpetrator’s intent to gain profit, the perpetrator, which is a legal entity, entrepreneur or a natural person engaging in a registered activity shall be imposed a fine from41,000 and 370,000 euros, an individual a fine from 400 to 3,600 euros and the responsible person of the legal entity, the responsible person of an entrepreneur or the responsible person of a natural person engaging in a registered activity shall be imposed a fine from 2,500 to 12,000 euros.

Article 559

(Minor violations of Chapter 3)

(1) A fine from 12,000 to 125,000 euros shall be imposed for an offence on a public company:

1. for failing to publish the annual, consolidated or auditor’s report according to Article 109 of this Act;

2. for failing to ensure the availability of the annual report for as long as provided for in the first paragraph of Article 110 hereof;

3. for failing to fulfil the obligation concerning information for the holders of shares or debt securities admitted to trading on a regulated market as stipulated by Article 130 or Article 131 hereof;

4. if it prevents the agency from exercising supervision in accordance with Article 144 hereof or fails to provide it with the information under Article 145 hereof.

(2) A fine from 8,000 to 80,000 euros shall be imposed on the legal entity demanding admission of securities to trading on a regulated market without the consent of the public company and committing a violation under Points 1, 2 or 4 of the first paragraph hereunder.

(3) A fine from 400 to 4,100 euros shall be imposed on the responsible person of a public company or legal entity demanding admission of securities to trading on a regulated market without the consent of the public company and committing a violation under the first or the second paragraph hereunder.

(4) A fine from 200 to 1,200 euros shall be imposed on an individual demanding admission of securities to trading on a regulated market without the consent of the public company and committing a violation under Points 1, 2 or 4 of the first paragraph hereunder.


1. for failing to inform the public company of the change in major holdings as provided for in the first paragraph of Article 123 hereof;

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2. for failing to submit such notice to the agency together with the notice on the changes in major holdings in accordance with the first paragraph of Article 134 hereof;

3. if the notice on the changes in major holdings is not composed in the language specified by the second paragraph of Article 123 hereof.

(6) A fine from 400 to 4,100 euros shall be imposed on the responsible person of the legal entity for a violation from the fifth paragraph hereof.

(7) A fine from 200 to 1,200 shall be imposed on an individual committing a violation referred to in the fifth paragraph of this Article.

Article 560

(Violations of Chapters 7 and 12)

(1) A fine from 25,000 to 125,000 euros shall be imposed for an offence on a brokerage company or a bank:

1. for failing to handle the clients’ financial instruments with due care and to provide adequate measures in accordance with Article 203 hereof;

2. for failing to handle the clients’ cash funds with due care and to provide adequate measures in accordance with Article 204 hereof;

3. for transferring to the house account those securities held by its clients or acquired for the clients’ accounts (the second paragraph of Article 254 hereof);

4. for entering a client’s order for the transfer of book-entry securities or the order for the entry of the rights of third persons to book-entry securities without adequate written order of such client (the second paragraph of Article 257 hereof);

5. for failing to keep a client's securities issued as written documents in accordance with the method stipulated in Article 263 hereof;

6. for violating the provision on the clients’ cash accounts (Article 267 hereof);

7. for disclosing the information on individual clients to third parties, making use of them itself or enabling third parties to make use of them (Article 270 hereof);

8. for violating the duty of efficiently protecting confidential information in line with Article 273 hereof;

9. for failure to report to the Agency pursuant to the regulation referred to in point 5 of Article 463 of this Act.

(2) A fine from 800 to 4,100 euros shall be imposed on the responsible person of a brokerage company or a bank for a violation from the first paragraph hereof.

(3) A fine from 12,000 to 125,000 euros shall be imposed for an offence on a brokerage company or a bank:

1. for failing to execute a client’s order in accordance with Article 226 of this Act;

2. for executing a client’s order outside a regulated market without first obtaining explicit approval of the client;3. for failing to transferring the book-entry securities or financial instruments to the account of the client in accordance with Article 244 hereof;

4. for failing to enter into an agreement on portfolio management with a client in writing (the second paragraph of Article 240 hereof);

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5. for failing to remit the amount of the purchase money or unused advance in accordance with Article 245 hereof or using it contrary to the provisions of this Article;

6. for failing to keep all securities held by it in the house account (the first and third paragraphs of Article 254 hereof);

7. for failing to enter orders for transfers among a client’s accounts or for the transfer of rights of third persons to securities of such holder in chronological order of receiving such orders (Article 259 hereof);

8. for publishing information on the deposit guarantee scheme contrary to the first paragraph of Article 462 hereof or advertises contrary to the second paragraph of Article 462 hereof.

(4) A fine from 400 to 4,100 euros shall be imposed on the responsible person of a brokerage company or a bank for a violation from the third paragraph hereof.


Article 561

(Other severe violations of a brokerage company)

(1) A fine from 25,000 to 125,000 euros shall be imposed for an offence on a brokerage company:

1. for performing activities other than those referred to in the first and second paragraph of Article 151 hereof (the third paragraph of Article 151 hereof);

2. for granting loans or guarantees for the purchase of shares contrary to the fifth paragraph of Article 154 hereof;

3. for providing activities, while in liquidation, contrary to the third paragraph of Article 78 of the ZBan-1 in relation to the first paragraph of Article 159 hereof;

4. for providing investment or ancillary investment services on the territory of the Republic of Slovenia without obtaining an authorisation of the agency to provide those services (the first paragraph of Article 161 hereof);

5. for continuing to conclude new transactions after the termination of authorisation for the provision of investment services and activities contrary to the prohibition from the third paragraph of Article 168 hereof;

6. for failing to notify the agency prior to opening a branch in a Members State (the first paragraph of Article 170 hereof);

7. for starting to provide activities through a branch in a Member State in contravention of Article 172 of this Act;

8. for failing to notify the agency in respect to a branch in a Members State one month in advance of introducing the planned change contrary to the first paragraph of Article 173 hereof;

9. for starting to provide direct investment or ancillary investment services and activities in a Member State or a third country without informing the agency, which is contrary to the provisions of the first paragraph of Article 174 or the second paragraph of Article 177 hereof;

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10. for failing to obtain the authorisation of the agency prior to opening a branch in a third country (the first paragraph of Article 176 hereof);

11. for failing to establish and implement a solid and reliable risk management system in accordance with the first and the second paragraphs of Article 124 of the ZBan-1 in relation to the first paragraph of Article 193 hereof;

12. for paying out profits contrary to the prohibition from the first paragraph of Article 190 of the ZBan-1 in relation to the first paragraph of Article 193 hereof;

13. for failing to report to the agency in accordance with Article 194 of the ZBan-1 in relation to the first paragraph of Article 193 hereof;

14. for acquiring a qualifying or higher holding in a financial company of a third country without first obtaining the authorisation of the agency (Article 196 of the ZBan-1 in relation to the first paragraph of Article 193 hereof);

15. for failing to organise an internal audit department in accordance with Articles 197, 198 or 199 of the ZBan-1 in relation to the first paragraph of Article 193 hereof;

16. for failing to draft the annual plan of the work of internal audit department in accordance with Article 200 of the ZBan-1 in relation to the first paragraph of Article 193 hereof;

17. if the internal audit department does not produce the internal auditing reports in accordance with Article 201 of the ZBan-1 in relation to the first paragraph of Article 193 hereof;

18. if the internal audit department does not inform the management or the supervisory board of the brokerage company in accordance with Article 202 of the ZBan-1 in relation to the first paragraph of Article 193 hereof;

19. for keeping its business books, preparing bookkeeping statements, evaluating bookkeeping entries or preparing financial statements contrary to the second paragraph of Article 203 of the ZBan-1 in relation to the first paragraph of Article 196 hereof;

20. for failing to submit to the agency the unaudited annual accounting statements within two months after the end of the calendar year or unaudited consolidated annual accounting statements within three months after the end of the calendar year (the second paragraph of Article 205 of the ZBan-1 in relation to the first paragraph of Article 196 hereof);21. for failing to disclose additional information in accordance with Articles 207 and 209 of the ZBan-1 in relation to the first paragraph of Article 196 hereof;

22. for failing to submit to the agency the audited annual report and the audited consolidated annual report within the deadlines stipulated in the third paragraph of Article 210 of the ZBan-1 in relation to the first paragraph of Article 196 hereof;

23. for failing to publish on its websites the audited annual report or the audited consolidated annual report within the deadline stipulated in the first paragraph of Article 213 of the ZBan-1 in relation to the first paragraph of Article 196 hereof;

24. for failing to report to the agency pursuant to paragraph (1) of Article 195 of ZBan-1 in connection with paragraph (1) of Article 193 of this Act, for failing to report to the agency pursuant to paragraph Article 234 of ZBan-1 in connection with paragraph (1) of Article 301 of this Act or for failing to report to the agency pursuant to the regulation issued on the basis of point 1 of Article 226 of ZBan-1 in connection with paragraph (1) of Article 301 of this Act;

25. for failing to establish adequate risk management procedures or internal control mechanisms including adequate reporting and accounting procedures with the aim of establishing, measuring, monitoring and supervising the activities with its parent mixed business holding and its

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subsidiaries in accordance with the second paragraph of Article 300 of the ZBan-1 in relation to the first paragraph of Article 301 hereof;

26. for issuing or publishing information or market communications contrary to paragraph (1) of Article 212 of this Act.

(2) A fine from 800 to 4,100 euros shall be imposed on the responsible person of the brokerage company for a violation under the first paragraph hereunder.


Article 562

(Other minor violations of a brokerage company)

(1)A fine from 12,000 to 125,000 euros shall be imposed for an offence on a brokerage company if it prevents the authorised person of the agency to carry out the inspection as stipulated by Articles 236 to 240 of the ZBan-1 in relation to the first paragraph of Article 301 hereof.

(2) A fine from 400 to 4,100 euros shall be imposed on the responsible person of the brokerage company for a violation under the first paragraph hereunder.

(3) A fine from 400 to 3,600 euros shall be imposed for an offence on a member of the management of a brokerage company:

1. for failing to ensure that the brokerage company operates in accordance with the rules of the first paragraph of Article 66 of the ZBan-1 in relation to Article 157 hereof;

2. for failing to inform the supervisory board of the brokerage company at once of the circumstances specified in Article 67 of the ZBan-1 in relation to Article 157 hereof;

3. for failing to inform the agency at once of the events specified in the second paragraph of Article 195 of the ZBan-1 in relation to the first paragraph of Article 193 hereof.

(4) A fine from 400 to 3,600 euros shall be imposed for an offence on a member of the supervisory board of a brokerage company:

1. for failing to fulfil the duties specified in the first paragraph of Article 74 of the ZBan-1 in relation to Article 157 hereof;

2. for failing to inform the agency at once of the events specified in the third paragraph of Article 74 of the ZBan-1 in relation to Article 157 hereof.

Article 563

(Violations of persons in the investment group)

(1) A fine from 25,000 to 125,000 euros shall be imposed for an offence on:

1. a subsidiary that fails to send to the parent undertaking in the investment group or a brokerage company controlled by a parent financial holding all the information needed by the brokerage company in order to meet the obligations on the consolidated basis (the first paragraph of Article 289 of the ZBan-1 in relation to the first paragraph of Article 301 hereof);

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2. a parent financial holding that fails to send to its subsidiary brokerage company all the information needed by the brokerage company in order to meet the obligations on the consolidated basis (the second paragraph of Article 289 of the ZBan-1 in relation to the first paragraph of Article 301 hereof);

3. a subsidiary or a parent financial holding that fails to enable the agency or another supervisory authority competent and responsible for the supervision on a consolidated basis to carry out a review of operations in accordance with the fourth paragraph of Article 289 of the ZBan-1 in relation to the first paragraph of Article 301 hereof;4. a mixed business holding or its subsidiary that fails to send to the subsidiary institutions or supervisory authorities competent and responsible for the supervision over these institutions all the information needed for the supervision of these subsidiary institutions (the first paragraph of Article 299 of the ZBan-1 in relation to the first paragraph of Article 301 hereof);

5. a subsidiary or a parent mixed business holding that fails to enable the agency or another supervisory authority competent and responsible for the supervision over the subsidiary institutions to carry out a review of operations in accordance with the second paragraph of Article 299 of the ZBan-1 in relation to the first paragraph of Article 301 hereof.

(2) A fine from 800 to 4,100 euros shall be imposed on the responsible person of the legal entity for the violation of the first paragraph hereof.


Article 564

(Violations of an auditing company and a certified auditor)

(1) A fine from 25,000 to 125,000 euros shall be imposed for an offence on an auditing company:

1. for failing to conduct the audit or produce a report in accordance with the first paragraph of Article 211 of the ZBan-1 in relation to the first paragraph of Article 196 hereof;

2. for failing to inform the agency at once of the facts or circumstances from the first paragraph of Article 212 of the ZBan-1 in relation to the first paragraph of Article 196 hereof or fails to send the required data from the third paragraph of Article 212 of the ZBan-1 in relation to the first paragraph of Article 196 hereof.

(2) A fine from 800 to 4,100 shall be imposed on a certified auditor committing a violation referred to in the first paragraph of this Article.


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Article 565

(Violations of Chapter 9)

(1) A fine from 25,000 to 125,000 euros shall be imposed for an offence on a stock exchange:

1. for operating a stock exchange market without the authorisation of the agency to operate a stock exchange market (the first paragraph of Article 310 and Article 333 hereof);

2. for failing to establish and implement a solid and reliable risk management system in accordance with the second and the third paragraphs of Article 324 hereof;

3. for failing to compile a crisis plan and a business continuity plan that ensure adequate conditions enable it to continue with its operations also in the event of serious operational disturbances and that ensures that the losses of the stock exchange arising from such disturbances are limited to the minimum (Article 328 hereof);

4. for disclosing the information on individual issuer, member or another person to third parties, making use of them itself or enabling third parties to make use of them (Article 330 hereof);

5. for failing to adopt the rules and implementing procedures in accordance with Article 331 hereof.

(2) A fine from 800 to 4,100 euros shall be imposed on the responsible person of the stock exchange for a violation under the first paragraph hereunder.

(3) A fine from 12,000 to 125,000 euros shall be imposed for an offence on a stock exchange:

1. for failing to inform the agency in accordance with Articles 345, 352, 359 and 362 hereof or publishing such information whenever necessary;

2. for not enabling the agency to implement the measures in accordance with the second paragraph of Article 369 of this Act.

(4) A fine from 400 to 4,100 euros shall be imposed on the responsible person of the stock exchange for a violation under the third paragraph hereunder.


Article 566


(1) A fine from 25,000 to 125,000 euros shall be imposed for an offence on a legal entity or an issuer:

1. for obtaining or disposing, indirectly or directly, financial instruments or trying to do so, either for its own account or for the account of another person, on the basis of inside information contrary to Article 382 hereof;

2. for disclosing inside information to another person or recommending or inducing another person to acquire or dispose of financial instruments to which that inside information relates, contrary to Article 383 hereof;

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3. for trading issuing trading orders or intermediating in the trading in financial instruments in a manner that would indicate market manipulation or in any other way participate in market manipulation (Article 385 hereof);

4. for failing to publish inside information relating to them according to Article 386 of this Act;

5. for failing to keep or update a list of persons with access to inside information or if this list isn’t submitted to the agency whenever this is required under Article 387 of this Act;

6. for failing to submit reports, explanations, data and documents to the agency or to prevent it from reviewing operations (Articles 388 and 395 hereof);

7. for failing to ensure with due care that the information in the investment report is presented in accordance with Article 389 hereof;

8. for not enabling the agency to implement the measures in accordance with Article 395 of this Act.

(2) A fine from 800 to 4,100 euros shall be imposed on the responsible person of the legal entity or the issuer for the violation from the first paragraph hereunder.

(3) A fine from 130 to 1,200 shall be imposed on a natural person committing a violation referred to Points 1, 2, 3, 5, 6, 7 or 8 in the first paragraph of this Article.


Article 567


(1) A fine from 25,000 to 125,000 euros shall be imposed for an offence on a central clearing and depository house:

1. for performing activities which it is not allowed to engage in (Article 407 hereof);

2. for failing to establish and implement a solid and reliable risk management system in accordance with the second and the third paragraphs of Article 415 hereof;

3. for failing to compile a crisis plan and a business continuity plan that ensure adequate conditions enable it to continue with its operations also in the event of serious operational disturbances and that ensures that the losses of the central clearing and depository house arising from such disturbances are limited to the minimum (Article 423 hereof);

4. for disclosing the information referred to in the first paragraph of Article 427 to third parties, makes use of them itself or enables third parties to make use of them (the second paragraph of Article 427 hereof);

(2) A fine from 800 to 4,100 euros shall be imposed on the responsible person of the central clearing and depository house for a violation under the first paragraph hereunder.

(3) A fine from 12,000 to 125,000 euros shall be imposed for an offence on a central clearing and depository house:

1. for failing to publish on public websites information referred to in Article 428 of this Act;

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2. for not enabling the agency to carry out supervision in accordance with the second paragraph of Article 438 of this Act;

3. for failing to inform the agency on the admission of new members or termination of the term of office of a member in accordance with Article 448 of this Act;

4. for not informing the agency of each incompliance of a settlement member in accordance with the second paragraph of Article 449 of this Act.

(4) A fine from 400 to 4,100 euros shall be imposed on the responsible person of the central clearing and depository house for a violation under the third paragraph hereunder.

(5) If the nature of the committed violation from the previous paragraphs is especially severe due to the amount of the caused damage or the amount of the illegally acquired property benefits or because of the perpetrator’s intent to gain profit, the perpetrator, which is a legal entity, entrepreneur or a natural person engaging in a registered activity shall be imposed a fine of from41,000 to 370,000 euros, an individual a fine from 400 to 3,600 euros and the responsible person of the legal entity, the responsible person of an entrepreneur or the responsible person of a natural person engaging in a registered activity shall be imposed a fine from 2,500 to 12,000 euros.

Article 568

(Other violations)


1. for providing investment services although it is not a person referred to in paragraphs one to three of Article 32 or Article 34 hereof (the fourth paragraph of Article 32 hereof);

2. for providing or publishing information or market communications contrary to paragraph (1) of Article 212 of this Act.”. for issuing or publishing information or market communications from paragraph (1) of Article 212 of this Act;

3. if the person from Article 300 of this Act fails to submit to the agency a report referred to in the third paragraph of Article 308 of the ZBan-1 in relation to Article 300 hereof describing measures in relation to the termination of the provision of investment services or issuing or publishing information or market communications;

4. for operating a stock exchange market although it is not a stock exchange (the second paragraph of Article 310 of this Act);

5. for acquiring shares of a brokerage company, a stock exchange or a central clearing and depository house contrary to the first or the third paragraph of Article 45 of the ZBan-1 in relation to Articles 155, 319 and 409 hereof;

6 if the person referred to in Article 300 of this Act or the person controlled by the agency pursuant to Article 525 of this Act fails to send to the agency the reports and information in accordance with Article 234 of ZBan-1 in connection with Article 525 of this Act. (2) A fine from 800 to 4,100 euros shall be imposed on the responsible person of the legal entity for the violation of the first paragraph hereof.


(4) If the nature of the committed violation from the previous paragraphs is especially severe due to the amount of the caused damage or the amount of the illegally acquired property benefits or because of the perpetrator’s intent to gain profit, the perpetrator, which is a legal entity, entrepreneur or a natural person engaging in a registered activity shall be imposed a fine from

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41,000 to 370,000 euros, an individual a fine from 400 to 3,600 euros and the responsible person of the legal entity, the responsible person of an entrepreneur or the responsible person of a natural person engaging in a registered activity shall be imposed a fine from 2,500 to 12,000 euros.

Article 569

(Offences authority)

The offences authority competent to decide on the offences and to impose fines in accordance with this Act, Zpre-1, ZISDU-1 and ZNVP, shall be the agency.

Article 570

(Time-barring)

(1) The violations procedure referred to in the fifth paragraph of Article 556, the eighth paragraph of Article 558, the fifth paragraph of Article 560, the third paragraph of Article 561, the third paragraph of Article 563, the third paragraph of Article 564, the fifth paragraph of Article 565, the fourth paragraph of Article 566, the fifth paragraph of Article 567 and the fourth paragraph of Article 568 hereof shall not be allowed after the expiry of three years from the day the offence had been committed.

(2) The time-barring for the violations procedure shall be interrupted by any action by an authority responsible for procedure to prosecute the perpetrator of a violation.

(3) The time-barring shall recommence after each interruption, however a violations procedure shall in no case be possible after six years have elapsed since the day the violation was committed.

Article 571

(The agency’s offence procedure)

(1) An offence procedure shall be conducted and decided upon by an authorised official of the agency, who fulfils the conditions laid down in the act regulating offences, and regulations adopted on the basis thereof.

(2) In its internal acts regulating the organisation and classification of jobs, the agency shall lay down detailed conditions and method for granting and terminating the authorisation of a person considered as an authorised official of the agency as referred to in the first paragraph of this Article.

(3) Irrespective of Article 496 of this Act, an offence procedure shall be conducted in accordance with the provisions of the regulation on offences.

(4) A motion to institute offences procedure due to a violation of Chapter 10 of this Act may be submitted to the agency by a stock exchange.

Article 572

(Amount of fines)

The fines that are stipulated herein in a range shall be pronounced within such range in an accelerated procedure.

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Chapter 16: TRANSITIONAL AND FINAL PROVISIONS

Article 573

(Harmonisation with Section 3.3)

(1) Shareholders, holders of share options and reporting entities must inform the public company on major holdings pursuant to Section 3.3 hereof within two months after the implementation.

(2) A public company must publish information for the first time in accordance with Section 3.3 hereof by no later than the third trading day following the expiry of the deadline referred to in the first paragraph hereunder.

(3) Within one month after the enforcement of this Act, the central securities clearing corporation must send the agency a list of companies that issued shares in the form of book-entry securities entered in the central register and that have at least 250 shareholders as at the last day of the previous year.

Article 574

(Harmonisation of brokerage companies and banks)

(1) Brokerage companies and banks providing investment services and activities must harmonise their operations with the other chapters hereof, with the exception of Chapters 5 and 6 by 31 October 2007.

(2) A brokerage company may treat as professional client, after the beginning of the application of Subsection 7.2.1 hereof a client that was classified among professional clients or qualified investors before the application of the said provisions, if such classification was based on such assessment of expertise and experience of the client concerned which, taking into account the characteristics of the activities or services provided for the client concerned, gives sufficient assurance that the client is capable of adopting its own investment decisions and assess risks related to such decisions.

(3) Before it starts using the Subsection 7.2.1 hereof, a brokerage company must inform the client from the second paragraph hereof that it shall be treated as professional client hereunder and instruct it about the conditions for the treatment of clients stipulated by Articles 206 to 209 and 235 hereof.

Article 575

(Harmonisation of the brokerage company capital)

(1) The capital of a brokerage company which uses the approach based on internal credit rating systems for the calculation of credit risk capital requirement or which bases its calculation of operating risk capital requirement on the advance approach must meet the following criteria, besides the achievement of minimum capital of a brokerage company in accordance with Article 136 of the ZBan-1 in relation to the first paragraph of Article 193 hereof:

1. it must amount to at least 90 percent of minimum capital in 2008, calculated in accordance with the Securities Market Act (Official Gazette of the Republic of Slovenia no. 51/06 – official consolidated text, hereinafter: ZTVP-1) and the provisions issued on its basis;

2. it must amount to at least 80 percent of minimum capital in 2009, calculated in accordance with the ZTVP-1 and the provisions issued on its basis.

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(2) When calculating the capital referred to in the first paragraph hereunder, a brokerage company may not take into account the positive difference or need not take into account the negative difference between the established provisions and the expected losses, calculated in accordance with the approach based on internal credit rating systems.

Article 576

(Beginning of the use of a standardised approach for the calculation of credit risk capital requirement)

A brokerage company must start using the standardised approach for the calculation of credit risk capital requirement by 1 January 2008.

Article 577

(Harmonisation of exposure to the parent undertaking)

(1) A brokerage company must harmonise its exposures to its parent undertaking with the third paragraph of Article 165 of the ZBan-1 in relation to the first paragraph of Article 193 hereof by 31 December 2007.

(2) From the day of enforcement of this Act, a brokerage company shall not be allowed to conclude any new transactions on the basis of which its exposure to its parent undertakingexceeded the limitation from the third paragraph of Article 165 of the ZBan-1 in relation to the first paragraph of Article 193 hereof.

Article 578

(Harmonisation of qualified holders that have not yet obtained the share to which the authorisation applies)

For a qualified holder that has not yet obtained shares of a brokerage company on the basis of which it would achieve a holding for which the authorisation had been issued for acquiring a qualified holding from Article 582 hereof upon the enforcement of this Act, the deadline for acquiring the holding to which the authorisation from the first paragraph of Article 50 of the ZBan-1 applies in relation to Article 155 hereof shall start on the day of enforcement hereof.

Article 579

(Harmonisation of qualified holders with a new prohibition)

(1) Notwithstanding Article 582 hereof, the authorisation to obtain a qualifying holding that has been issued to a legal entity in which a brokerage company holds at least a 20-percent share of voting rights or at least a 20-percent holding in its equity, shall cease to be valid after six months of the enforcement hereof.

(2) If the legal entity from the first paragraph hereunder fails to dispose of the shares of the brokerage company on the basis of which they achieved or exceeded a qualifying holding in the brokerage company within the deadline specified in the first paragraph hereunder, the legal consequences from Article 52 of the ZBan-1 in relation to the first paragraph of Article 155 hereofshall apply.

Article 580

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(Harmonisation of a stock exchange)

(1) The Ljubljana Stock Exchange (Ljubljanska borza vrednostnih papirjev, d.d., Ljubljana) shall continue its operation under this Act as a stock exchange that obtained the authorisation from Article 333 hereof for the operation of a stock exchange market in securities.

(2) The stock exchange from the first paragraph hereunder must harmonise its operations with Chapter 9 hereof by 31 October 2007.

(3) The procedures on which the stock exchange from the first paragraph hereunder has not yet decided until the day of entering into force of this Act shall be terminated pursuant to this Act.

Article 581

(Harmonisation of a central clearing and depository house)

(1) The central clearing and depository house (KDD - Centralna klirinškodepotna družba d.d., Ljubljana) shall continue its operation under this Act as a central clearing and depository house that obtained the authorisation from Article 431 hereof for the operation of a securities settlement system.

(2) The central clearing and depository house from the first paragraph hereunder must harmonise its operations with the Subsection 11.2.2 hereof by 31 October 2007, and with other provisions of Chapter 11 hereof within three months of the enforcement hereof.

(3) The procedures of deciding on the issue, conversion or deletion of book-entry securities, in respect to which an order was filed before the enforcement hereof and the central clearing and depository house from the first paragraph hereunder has not yet decided until the day of entering into force of this Act shall be terminated pursuant to this Act.

Article 582

(Maintaining of validity of authorisations)

(1) The authorisations for providing the services and activities in relation to securities, for performing the function of a member of the management of a brokerage company, a stock exchange or a clearing and depository house, for obtaining a qualified holding and other authorisations and approvals in force upon the enforcement hereof pursuant to the ZTVP-1 shall count as authorisations issued hereunder as of the day of enforcement of this Act.

(2) The authorisations for providing broker services for all types of broker services referred to in the first paragraph of Article 186 hereof in force upon the enforcement hereof pursuant to the ZTVP-1 shall count as authorisations issued hereunder as of the day of enforcement of this Act.

Article 583

(Harmonisation of the agency)

(1) The Securities Market Agency that operates on the basis of ZTVP-1 shall continue with its operations as agency hereunder.

(2) The president and the members of the council of experts of the agency shall continue with their term of office as president and members of the council of the agency hereunder.

(3) The director of the agency shall continue his term of office as director of the agency and member of the council hereunder, and shall assume the function of the president of the council

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upon the expiry of the term of office of the president of the council from the second paragraph hereunder.

(4) Following the enforcement hereof, the Government of the Republic of Slovenia shall not appoint new members of the council of the agency upon the expiry of the term of office of the existing members until the total number of members of the council of the agency, including the president, is five.

(5) The procedures for the issue of authorisation or approval and other procedures on which the agency has not yet decided until the day of entering into force of this Act shall be terminated pursuant to this Act.

Article 584

(Harmonisation with the rules on simplified prospectus)

An issuer that produced a prospectus for securities that were included in the offer in which the total selling price for such securities in 12 months was less than 2,500,000 euros before the enforcement of this Act and in accordance with the Decision on detailed contents of the prospectus, extract from the prospectus and public call for subscription and payment of securities (Official Gazette of the Republic of Slovenia nos. 6/00, 117/02), may supplement such prospectus after the enforcement of this Act or issue a simplified prospectus in accordance with Article 42 hereof.

Article 585

(Harmonisation of the issuers)

(1) The issuers whose securities were already admitted, upon the enforcement hereof, to trading in the stock exchange segment operated by Ljubljanska borza vrednostnih papirjev, d. d., Ljubljana with the designation “free market” to which they were admitted without the approval of the issuer in accordance with Articles 242 and 243 of the ZTVP-1 must settle their legal relationships with Ljubljanska borza vrednostnih papirjev, d. d., Ljubljana by 31 August 2008, in accordance with the rules of the stock exchange from Article 331 hereof that will be adopted in the scope of harmonisation with this Act.

(2) If the issuer fails to meet the obligation referred to in the first paragraph hereunder, Ljubljanska borza vrednostnih papirjev d.d., Ljubljana must temporarily suspend the trading in securities of such issuer.

(3) The first paragraph hereunder shall not apply if the issuer adopts a decision on withdrawal of securities from a regulated market, provided that such decision in accordance with Article 101 hereof enters into force prior to 31 August 2008.

(4) A fine from 8,000 to 80,000 euros shall be imposed on an issuer that fails to settle their legal relationships with Ljubljanska borza vrednostnih papirjev, d. d., Ljubljana by 31 August 2008 in accordance with the first paragraph of this Article.

(5) A fine from 800 to 4,100 euros shall be imposed on the responsible person of the issuer for a violation under the fourth paragraph hereunder.

Article 586

(Issuing regulations and publishing disclosures)

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(1) The agency shall harmonise or issue the regulations needed for the implementation of this Act within three months following the entry into force of this Act.

(2) The agency must publish disclosures from the first paragraph of Article 233 of the ZBan-1 in relation to the first paragraph of Article 301 hereof within three months of the enforcement hereof.

Article 587

(Annulment of regulations)

(1) As of the date of the enforcement of this Act the following act shall cease to be in force:

1. ZTVP-1,

2. (the third paragraph of Article 3, Article 7, the third paragraph of Article 11, and Articles 12, 13, 88, 89, 91 and 92 of the ZNVP,

3. Article 10 and the fourth paragraph of Article 35 of the ZPre-1,

4. the last sentence of the seventh paragraph of Article 695 of the ZGD-1 and

5. the regulations issued on the basis of the ZTVP-1 and on the basis of the third paragraph of Article 10 of the ZPre-1.

(2) Articles 63 to 65 of the ZTVP-1 shall apply until Section 3.2 hereof is implemented according to the second paragraph of Article 589 hereof.

(3) Article 10 of the ZTVP-1 shall apply until Section 3.3 hereof is implemented according to the third paragraph of Article 589 hereof.

(4) Article 7 of the ZTVP-1 shall apply until 1 November 2007 when Chapter 7 hereof is implemented according to Point 2 of the fourth paragraph of Article 589 hereof.

(5) The provisions of Point 5 of the first paragraph of this Article shall apply mutatis mutandisuntil the implementation of regulations referred to in the first paragraph of Article 586 hereof.

(6) The agency shall adopt individual regulations referred to in the first paragraph of Article 586 hereof to specify which provisions of Point 5 of the first paragraph of this Article shall cease to apply with its implementation.

Article 588

(Amended regulations)

In Article 38 of the ZNVP, a fifth paragraph shall be added, reading:

‘(5) Paragraphs one to four of this Article shall apply mutatis mutandis also when serial securities are traded in a multilateral trading facility (MTF).’.

Article 589

(Beginning of the application of this Act)

(1) Chapters 5, 6 and 8 of this Act shall begin to apply on 1 January 2008.

(2) Section 3.2 of Chapter 3 of this Act shall begin to apply:

1. for the publication of the annual report for the business year equal to the calendar year 2008 or the first business year that differs from the calendar year beginning later than on 1 January 2008.

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2. for the publication of the semi-annual report and interim management statement for a semi-annual period that begins after the end of the business year referred to in Point 1 hereunder.

(3) Section 3.3 of Chapter 3 of this Act shall begin to apply two months following its enforcement.

(4) The following shall apply as of 1 November 2007:

1. Articles 170 through 174 and 178 through 180 hereof concerning the provision of the services of operating an MTF,

2. Chapter 7 hereof and

3. Articles 175, 181, 331, 339, 340, 459 and 460 hereof.

(5) Notwithstanding the fourth paragraph hereunder, the following shall apply in respect to book-entry securities entered in the central register and issued by the Republic of Slovenia with the enforcement of this Act:

1. Article 181 of this Act,

2. Articles 247 through 252 in relation to the eighth paragraph of Article 255 hereof and

3. fourth to seventh paragraphs of Article 255 hereof.

(6) Other provisions of this Act, with the exception of the provisions of the first to fourth paragraphs hereunder shall apply as of the day of the enforcement hereof.

Article 590

(Enforcement of the Act)

This Act shall enter into force on the fifteenth day of its publication in the Official Gazette of the Republic of Slovenia.

Act ammending the Financial Instruments Market Act (ZTFI-A) (Official Gazette of the Republic of Slovenia – Uradni list RS, nos. 69/08) contains the following transitional and final provisions:

TRANSITIONAL AND FINAL PROVISION

Article 17

(1) With the exception of the president of the council, the mandate of members of the council of the agency, who were appointed members of the council prior to this Act taking effect, shall expire.

(2) Notwithstanding the provisions of the previous paragraph, members of the council shall continue to carry out their functions, until the Government of the Republic of Slovenia appoints new members of the council in accordance with this Act.

Article 18

On the day this Act enters into force, the second paragraph of Article 22 of the Civil Servants Act (Official Gazette of the Republic of Slovenia, no. 63/07 – official consolidated text) and Articles 22d and 22e of the Public Sector Wage System Act (Official Gazette of the Republic of Slovenia,

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no. 95/07 - official consolidated text, 17/08 and 58/08) shall cease to apply in parts that refer to the agency.

Article 19

The agency shall within one month of the date this Act enters into force publish the rules referred to in the eighth paragraph of Article 520a of this Act.

Article 20

This Act shall enter into force on the following day after its publication in the Official Gazette of the Republic of Slovenia.

Act ammending the Financial Instruments Market Act (ZTFI-B) (Official Gazette ofthe Republic of Slovenia – Uradni list RS, nos. 40/09) contains the following transitional and final provisions:

TRANSITIONAL AND FINAL PROVISIONS

Article 40

(1) The authorisation to acquire a qualified holding, which applies to a specific holding on theeffective date of this Act, shall be deemed as an authorisation to acquire a qualified holding to the extent referred to in Article 45 of the Banking Act (Official Gazette of the Republic of Slovenia -Uradni list RS, nos. 131/06, 1/08, 109/08, 19/09) as of the effective date of this Act.

(2) The procedures initiated prior to the effective date of this act on the basis of a request toacquire a qualified holding shall be terminated according to the rules applied prior to the effective date of this Act.

Article 41

(1) The Securities Market Agency shall issue regulations based on this Act within three months of the effective date thereof.

(2) The Central Securities Clearing Corporation shall bring its rules into line with this Act within six months of the effective date thereof.

Article 42

As of the date of the enforcement of this Act, the following regulations issued on the basis ofArticle 89 of the Book Entry Securities Act (Uradni list RS, nos. 2/07 – official consolidatedversion, 67/07 – ZTFI and 100/07 – amdt.) shall cease to be in force:

– Rates for services related to book-entry securities (Uradni list RS, no. 24/00);

– Amendments to the Rates for services related to book-entry securities (Uradni list RS, no.117/02);

– Rates for services related to book-entry securities (Uradni list RS, no. 76/07).

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Article 43

This Act shall enter into force on the fifteenth day of its publication in the Official Gazette of the Republic of Slovenia.

Act ammending the Financial Instruments Market Act (ZTFI-C) (Official Gazette ofthe Republic of Slovenia – Uradni list RS, nos. 88/10) contains the following transitional and final provisions:

TRANSITIONAL AND FINAL PROVISIONS

Article 48

The modified paragraph (2) and the amended paragraph (4) of Article 117 of this Act shall begin to apply three months after the entry into force of this Act.

Article 49

After the entry into force of this Act, the contract according to which services are provided pursuant to paragraph (1) of Article 137 of this Act shall be applied until the expiration of the contract.

Article 50

Tied agents shall bring their operations into compliance with the modified paragraph (4) of Article 170 and the new paragraph (5) of Article 179 of this Act within two months of entry into force of this Act.

Article 51

This Act shall enter into force on the fifteenth day following its publication in Uradni list of the Republic of Slovenia.

market in financial instruments act official consolidated text (ztfi-upb3)

Documents

Transcript of market in financial instruments act official consolidated text (ztfi-upb3)