General terms and conditions of agreement on ... - OTP banka dd

GENERAL TERMS AND CONDITIONS OF AGREEMENT ON ORDER TO PURCHASE OR SELL
FINANCIAL INSTRUMENTS
The Management Board <strong>of</strong> OTP banka Hrvatska d.d., at the address Domovinskog rata 3, 23 000
Zadar, www.otpbanka.hr, as Credit Institution <strong>and</strong> by virtue <strong>of</strong> the Capital Market Act (OG 88 / 2008)
hereinafter referred to as: CMA, hereby adopts:
<strong>General</strong> Terms <strong>and</strong> Conditions <strong>of</strong> Agreement on order to purchase or sell financial
instruments (hereinafter: <strong>General</strong> Terms <strong>and</strong> Conditions)
OTP banka Hrvatska d.d. is licensed to provide investment services <strong>and</strong> perform investment activities
referred to in Article 5 paragraph 1 item 2 <strong>of</strong> the CMA:
execution <strong>of</strong> orders for the customer's account,
the operating licence has been issued by the Croatian Financial Services Supervisory Agency <strong>and</strong> the
Croatian National Bank
(HANFA, Miramarska 24b,10000 Zagreb, tel. +385 (0)1 617 3200, www.hanfa.hr i
HNB, Trg hrvatskih velikana 3, 10000 Zagreb, tel. +385 (0) 456 4555, www.hnb.hr )
1. Basic definitions
The below stated expressions used in these <strong>General</strong> Terms <strong>and</strong> Conditions shall have the following
meanings:
• Language <strong>of</strong> communication – Croatian or English.
• Price - Unit price per unit <strong>of</strong> financial instrument an Order for purchase or sale <strong>of</strong> a financial
instrument relates to (hereinafter Order).
• Price list - Price list for services supplied to the Principal by the Agent with regard to effecting <strong>of</strong> an
Order.
• Order book - A book kept by the Credit Institution in accordance with the provisions <strong>of</strong> the CMA,
<strong>and</strong> where data on individual order accepted by the Credit Institution are recorded.
• Quantity - Specified number <strong>of</strong> financial instruments an Order relates to.
• Order Agreement - Agreement stipulating purchase or sale <strong>of</strong> financial instruments, entered into
with a Principal in writing, or order <strong>of</strong> a Principal recorded in the Order book, i.e. Order accepted by
the Agent.
• Order - A unilateral representation <strong>of</strong> Principal's will instructing the Agent to perform a certain
financial instruments operation in its name <strong>and</strong> for the account <strong>of</strong> the Principal.
• Principal - A legal entity or a natural person giving such Order to the Agent.
• <strong>General</strong> <strong>terms</strong> <strong>and</strong> <strong>conditions</strong> - These general <strong>conditions</strong> for purchase or sale <strong>of</strong> financial
instruments are an integral part <strong>of</strong> each order for purchase or sale <strong>of</strong> financial instruments accepted
by the Credit Institution, i.e. an integral part <strong>of</strong> each written order <strong>agreement</strong>, except in cases
where their exclusion is explicitly specified in such <strong>agreement</strong>s.
• Financial instruments - Unambiguously, clearly <strong>and</strong> precisely determined security the order
relates to, quoted on a stock exchange or other regulated market, trading venue.
Parties to such Order are: a Client acting as the Principal <strong>and</strong> the Credit Institution acting as the
Agent.
With such Order the Agent undertakes to purchase or sell for the Principal, for agreed commission,
certain financial instruments in accordance with the instructions contained therein, whilst the Principal
authorises the Agent to perform those operations.
Each Order refers to an exact number <strong>of</strong> financial instruments.
2. Documents required upon giving a first order, i.e. entering into a first order <strong>agreement</strong>:
• copy <strong>of</strong> the ID card/passport - for retail domestic/foreign clients;
• certificate <strong>of</strong> incorporation, Notification <strong>of</strong> classification <strong>of</strong> companies according to line <strong>of</strong> business,
signature card - for corporate clients (for foreign clients - certificate <strong>of</strong> the appropriate registry or
other certificate issued by such competent body, translated into Croatian, or;
• number <strong>of</strong> the domestic currency account <strong>of</strong> a resident natural person or legal entity;

• number <strong>of</strong> the domestic currency account <strong>of</strong> a non-resident natural person or legal entity
• number <strong>of</strong> financial instruments account with the Central Depository & Clearing Company Inc.
(hereinafter: CDCC) or other financial instruments depository, if the principal holds such an account
or the number <strong>of</strong> account <strong>of</strong> the custodian.
3. Entry into force
An order <strong>agreement</strong> concluded (hard copy, s<strong>of</strong>t copy, by phone) between a Principal <strong>and</strong> the Credit
Institution enters into force on the day stipulated therein.
An Order, as unilateral representation <strong>of</strong> will in the meaning <strong>of</strong> paragraph 1 <strong>of</strong> Article 78 <strong>of</strong> the CMA,
is accepted i.e. enters into force after:
1. Credit Institution records such Order in the Order book, <strong>and</strong>
2. the Agent receives a notification that the Principal has completed the following:
a) in case <strong>of</strong> a Purchase Order - transferred the funds required for effecting the Order on a special
account held with the Agent, including the funds required for expenses connected with effecting the
Order, or
b) in case <strong>of</strong> a Sale Order - put the financial instruments which are subject <strong>of</strong> such Order at the
disposal <strong>of</strong> the Agent.
3. If the Credit Institution does not accept such Order from the Principal <strong>and</strong> does not record it in the
Order book, it will notify the Principal in writing (notification, e-mail, fax, <strong>and</strong> phone) about the
reasons for not accepting. In that situation, the Principal may change the Order taking into account
remarks given by the Credit Institution.
Parties to the Agreement may ab<strong>and</strong>on the condition referred to in point 2, <strong>of</strong> the first paragraph by
way <strong>of</strong> a special arrangement or <strong>agreement</strong>, so that the order can be effective immediately <strong>and</strong>
definitely entered into the Order book. In that case, provided that the Agent fulfils the obligation
assumed under the Order, but the Principal fails to deliver to the Agent funds or make available the
financial instruments required to fulfil the obligations arising under the Order in time, the Agent is
entitled to penalty interest at the highest permitted rate, as well as indemnification against the loss
incurred due to Principal's failure to fulfil the obligation. Apart from that, in such case the Agent is
eligible to keep the financial instruments <strong>and</strong>/or money received under transaction /transactions
performed to execute the Order on a special account, <strong>and</strong> they serve as a pledge securing that the
Principal will fulfil the obligations arising from effecting <strong>of</strong> the accepted Order.
Financial instruments are considered as put at Agent's disposal at the moment they are recorded in
the registry <strong>of</strong> the CDCC held by the Agent.
4. Good faith
The Agent undertakes to buy <strong>and</strong> sell financial instruments in good faith, taking into consideration
pr<strong>of</strong>essional rules <strong>of</strong> operation, on behalf <strong>and</strong> for the account <strong>of</strong> the Principal <strong>and</strong> following Principal's
order.
5. Fee for effecting <strong>of</strong> order
The Principal is entitled to a fee for effecting <strong>of</strong> orders in accordance with the Price List applicable at
the time such order is accepted, that is, at the time such Order Agreement is concluded. The Price List
is presented on the Agent's premises <strong>and</strong> web pages. By agreeing on the Order, the Principal confirms
that he is acquainted with the Price List.
The Principal <strong>and</strong> the Agent may agree a fee different than the one stated in the Price List.
The Agent shall reduce the amount paid to the Principal by the commission charged for sales
transactions, <strong>and</strong> the Principal shall increase the amount <strong>of</strong> paid monetary funds by the commission
charged for purchase <strong>of</strong> financial instruments.
6. Other costs
All contingent or incurred costs (market or stock exchange fee, fee <strong>of</strong> the CDCC, notary public fees
<strong>and</strong> so on), as well as all tax encumbrances that may arise in the future with this kind <strong>of</strong> operations,
shall be borne by the Principal, unless agreed otherwise.
7. Duration
The order expires with the date specified therein or upon revocation, whereas upon lapse <strong>of</strong> one year,
that is, 360 calendar days from the submission <strong>of</strong> the order to a stock exchange, the order is
withdrawn from the stock exchange.

8. Order form <strong>and</strong> issuing
The order may be issued:
• in writing (by visiting the Agent's premises, the headquarters or an outlet, fax or e-mail)
• by phone.
In case <strong>of</strong> change <strong>of</strong> address, phone or fax numbers, the Agent will notify the Principal as soon as
possible.
Upon issuing sales orders, financial instruments subject <strong>of</strong> such sale must be delivered by the
Principal, i.e. registered with the Agent, when opening the order. If the parties thereto agree this
condition <strong>of</strong> the sales order differently, they must enter into a written <strong>agreement</strong> regulating such
order, provided the financial instruments which are subject <strong>of</strong> that order be made available, i.e.
registered with the Principal before settlement at the latest.
Upon issuing purchase order, the Principal must effect payment <strong>of</strong> monetary funds for purchase <strong>of</strong>
financial instruments, plus broker's commission <strong>and</strong> potential costs, to the account no.
HR2324070001324070009 (code HR69 <strong>and</strong> reference number 00019 – OIB) upon opening <strong>of</strong> the
order, or that can be done before the settlement the latest, if so arranged.
In case the Principal fails to make available - register financial instruments with the Agent, the Agent
is authorised to retain the monetary funds obtained from sold financial instruments <strong>and</strong> purchase the
financial instruments necessary for settlement <strong>of</strong> the performed transaction <strong>and</strong> if there happens to be
a difference in the two, to settle such difference from sale <strong>of</strong> financial instruments <strong>of</strong> the Principal.
In case the Principal fails to pay the necessary monetary funds for the purchase <strong>of</strong> financial
instruments, the Agent is authorised to sell the purchased financial instruments on the market at the
market price.
The Principal shall reimburse the Agent for any damage, costs as well as any fees incurred upon
performance <strong>of</strong> transactions entailed by a mistake <strong>of</strong> the Principal.
All additional costs incurred due to Principal's delay in making the financial instruments available for
sale or failure to provide monetary funds for purchase <strong>of</strong> financial instruments to the Agent will be
charged to the Principal.
9. Price at which order is effected
Price at which the Agent must effect the Order is set in dependence <strong>of</strong> the financial instrument stated
in such Order:
• Maximum price (for purchase), or
• Minimum price (for sale).
The Credit Institution must act in such a way on the Order that, in case <strong>of</strong> its execution, the price at
which the financial instruments
• are acquired further to the purchase Order, equals or is lower than the maximum price;
• are sold further to the sales Order, equals or exceeds the minimum price.
10. Manner <strong>of</strong> effecting <strong>of</strong> Orders
The Agent must carry out his obligations in accordance with the instructions received <strong>and</strong> with due
care <strong>of</strong> a conscientious businessman, whilst remaining within the boundaries set in the Order <strong>and</strong>
paying attention to the interests <strong>of</strong> the Principal, which serve as guidance. Should the Agent deem
that carrying out the Order in accordance with the instructions given therein would be detrimental to
the Principal, he shall make it known to the Principal <strong>and</strong> ask for new instructions. The Agent may
ab<strong>and</strong>on the instructions contained within the Order only if he suspects them to be detrimental to the
interest <strong>of</strong> the Principal, whose consent cannot be requested due to tight schedule or other reasons.
11. Keeping <strong>of</strong> financial instruments with the Agent <strong>and</strong> settlement
The Agent will keep the financial instruments made available to him for sale purposes until settlement
under the concluded transaction, or return them upon expiry <strong>of</strong> non-effected order or upon revocation
by the Principal.
12. Order priority
When carrying out the obligations arising from Orders, the Agent must follow the priorities set in the
Order book1.
Priority <strong>of</strong> individual Orders is set according to the price <strong>and</strong> chronology <strong>of</strong> entries in the Order book,
in a way that an order which was accepted earlier has priority over an order accepted later, if the

same price is in question. The Agent submits orders to the system <strong>of</strong> the regulated market <strong>and</strong> other
trading venues in accordance with the sequence <strong>of</strong> placed orders in the Order book. The Order
effecting chronology (concluding <strong>of</strong> transactions whereby Orders are effected) depends on the
<strong>conditions</strong> on the market <strong>and</strong> instructions given to the Agent by the Principal in the Order.
13. Entrusting Order effecting to third parties
The Agent may entrust effecting <strong>of</strong> Orders to third party/parties only if forced to do so by
circumstances, force majeure, whereby the <strong>conditions</strong> set for the Agent for effecting the Order shall
remain as if carried out by the Agent.
14. Order book
All orders, regardless <strong>of</strong> the manner they have been received in, must be entered into the Order book.
The data contained within that book, or the data on concluded order <strong>agreement</strong>s constitute a
business secret. The data contained in the Order book, or the data on order <strong>agreement</strong>s concluded
shall be submitted for inspection to the authorised bodies, in accordance with the Credit Institutions
Act, the Capital Market Act <strong>and</strong> other applicable regulations. The data contained in the order
<strong>agreement</strong>s <strong>and</strong> Order book shall be made available to persons carrying out internal <strong>and</strong> external
audits <strong>and</strong> control <strong>of</strong> the Credit Institution, or providing accounting services or maintaining the IT
system <strong>of</strong> the Credit Institution, or creating computer programmes, as well as other persons who can
have access to them as a consequence <strong>of</strong> the functions they hold or activities they perform within the
Credit Institution or for the Credit Institution, subject to familiarisation with the obligation to keep the
data <strong>of</strong> the Credit Institution contained therein <strong>and</strong> in other documentation secret.
15. Financial instruments <strong>and</strong> monetary funds for effecting <strong>of</strong> Orders, <strong>and</strong> the financial
instruments acquired by effecting <strong>of</strong> Orders
Except in cases when differently laid down in the Order, the Agent will treat the financial instruments
<strong>and</strong> /or monetary funds he has received or has had at disposal as a consequence <strong>of</strong> effecting or
partial effecting <strong>of</strong> the Order in accordance with the Principal's instructions. The Principal <strong>and</strong> the
Agent may agree that the mentioned financial instruments <strong>and</strong> /or monetary funds be used for
effecting <strong>of</strong> new Orders.
The Agent is a member <strong>of</strong> the CDCC, <strong>and</strong> treats monetary funds <strong>and</strong> financial instruments in
accordance with the rules set out by the CDCC.
Unless otherwise instructed, or in absence <strong>of</strong> arranged settlement, monetary funds acquired by sale <strong>of</strong>
financial instruments shall be paid to the current account <strong>of</strong> the Principal on the 2nd business day
from the day the Order related transaction(s) were carried out at latest. Likewise, unless otherwise
agreed, or in absence <strong>of</strong> arranged settlement, the financial instruments acquired by such purchase
shall be remitted to the Principal's account with the CDCC on the 2nd business day from the related
transactions.
Purchased financial instruments are registered in the CDCC through the Agent, unless otherwise
instructed by the Principal.
Any surpluses remaining after purchase or deriving from sale <strong>of</strong> financial instruments will be disposed
<strong>of</strong> according to the Principal's order, i.e. if it has not been defined in the order, further to the
Principal's instruction.
The Agent may request from the Principal additional money to settle the costs <strong>of</strong> purchased financial
instruments in cases where it is impossible to fully settle the costs under Principal's orders through no
fault <strong>of</strong> the Agent, but, among others, due to changes to the exchange rates, changes to the prices in
the market, increased amount <strong>of</strong> due interest, etc.
16. Notification on effecting
The Principal shall be notified <strong>of</strong> the performed transactions by fax, e-mail <strong>and</strong>/or regular mail
(calculation <strong>of</strong> financial instruments purchase or sale) sent to the address designated for that purpose
in the Order, on the same day or on the business day following such transaction.
The Agent shall not be liable for safety or confidentiality <strong>of</strong> the transfer <strong>of</strong> such calculations by phone,
fax or e-mail.
The Principal must notify the Agent <strong>of</strong> change <strong>of</strong> the address, phone or fax numbers as soon as
possible, <strong>and</strong> by the third business day following such change the latest.
17. Manner <strong>of</strong> calculation <strong>of</strong> commissions

The broker's commission is charged in accordance with the applicable price list, which has been
revealed to the client, the Principal.
Upon purchase <strong>of</strong> financial instruments, the total purchase price shall be increased by the commission,
i.e. average unit purchase price per financial instrument, whilst for sale <strong>of</strong> financial instruments the
commission amount is deducted from the total sale price, i.e. average unit sale price per financial
instrument.
18. Termination
The Principal may terminate the order <strong>agreement</strong> arising from the Order accepted by the Credit
Institution in the part yet to be executed, i.e. before the Credit Institution undertakes actions towards
the third parties <strong>and</strong> thus create liabilities for the Principal or itself. Termination <strong>of</strong> order <strong>agreement</strong>
concluded in the manner set by this paragraph shall be carried out in one <strong>of</strong> the ways predicted for
issuing <strong>of</strong> orders.
The Agent may cancel the accepted Order in full or in the part which has not been effected if such
effecting would clearly be detrimental, or liability for <strong>of</strong>fence or crime would arise for the Agent or its
employees, or it would disturb the market integrity or violate the rules <strong>of</strong> the code <strong>of</strong> ethical conduct
in financial instruments trading.
In case <strong>of</strong> termination, the Agent must return the monetary funds deposited for purchase <strong>of</strong> financial
instruments to the Principal once the costs incurred up to that point have been deducted, that is, the
Agent shall return the financial instruments, unless the Principal has instructed differently.
Termination <strong>of</strong> order <strong>agreement</strong> may be effected by the parties thereto in the manner set by the
<strong>agreement</strong> itself or by these <strong>General</strong> Terms <strong>and</strong> Conditions.
19. Order modification
Each change to the accepted order, as well as the proposal for change to the concluded order
<strong>agreement</strong>, by the Principal (with exception <strong>of</strong> reduction <strong>of</strong> the quantity <strong>of</strong> financial instruments) shall
be considered termination <strong>of</strong> the existing order <strong>agreement</strong> in the meaning <strong>of</strong> the preceding item, as
well as issuing <strong>of</strong> a new order in the meaning <strong>of</strong> paragraph 1 <strong>of</strong> Article 78 <strong>of</strong> the CMA.
20. Client classification
In accordance with the CMA the investment company performs client classification as regards their
know-how, experience, financial st<strong>and</strong>ing <strong>and</strong> investment goals, as small <strong>and</strong> pr<strong>of</strong>essional investors.
The Credit Institution enters with a client into a brokerage services <strong>agreement</strong> (mediation in financial
instruments trading) which includes client classification. By signing the <strong>agreement</strong>, the client accepts
his or her classification status.
21. Safekeeping, processing <strong>and</strong> protection <strong>of</strong> data
The Credit Institution shall gather <strong>and</strong> undertake further processing <strong>of</strong> client personal data solely for
the purpose <strong>of</strong> execution <strong>of</strong> the <strong>agreement</strong> entered into between the parties, in accordance with the
Personal Data Protection Act.
If necessary, all data delivered to the Credit Institution can be delivered to other financial institutions
should they require them to achieve the purpose <strong>of</strong> the <strong>agreement</strong>, as well as to supervisory bodies
<strong>and</strong> other competent bodies <strong>and</strong> entities authorised by law to request such data.
By signing the brokerage service <strong>agreement</strong>, the client grants explicit consent to the Credit Institution
to undertake all actions connected to gathering <strong>and</strong> processing <strong>of</strong> personal data mentioned in the
<strong>agreement</strong> or any other document connected to implementation <strong>of</strong> the provisions <strong>of</strong> the <strong>agreement</strong>.
The customer is aware <strong>of</strong> the right to recall the given consent for personal data processing.
The Credit Institution undertakes to treat all data supplied by the client in accordance with the law,
<strong>and</strong> such data shall be deemed a business secret.
22. Investor Protection Fund
The Credit Institution is a member <strong>of</strong> the Investor Protection Fund <strong>and</strong> participates in the Fund's
assets in accordance with the Act. Fund's assets are used for payment <strong>of</strong> secured claims held by
clients <strong>of</strong> the Fund member not able to meet its obligations.
23. Risks

Financial instruments operations, including purchase <strong>and</strong> sale <strong>of</strong> financial instruments, bear certain
risks. It is almost impossible possible to list all such risks, but they mostly include unexpected changes
to the prices <strong>of</strong> financial instruments, inability <strong>of</strong> the issuer to perform the obligations undertaken in
relation to such financial instruments, imposition <strong>of</strong> additional obligations, limitations imposed on the
owners <strong>of</strong> such financial instruments by the state, changes to the market liquidity <strong>of</strong> certain financial
instruments, etc. The price <strong>of</strong> financial instruments changes in accordance with the market <strong>conditions</strong>,
which may be affected by a number <strong>of</strong> factors, some <strong>of</strong> which are entirely unpredictable. Fulfilling the
obligations arising from financial instruments for their issuers can also be brought into question, or
even fail in total, due to disturbances in operations or the economic status <strong>of</strong> the issuer. By changing
the tax policy, introducing limitations on disposal <strong>of</strong> financial instruments, tax policies <strong>and</strong> by other
such measures, the state can influence the quality <strong>and</strong> value <strong>of</strong> individual investments. That is why
the investors are recommended to attempt to reconcile the size, structure, maturity <strong>and</strong> risk <strong>of</strong> the
investment with their present <strong>and</strong> assumed future assets status upon selection <strong>of</strong> financial
instruments, taking into account their experience in investing into the same or similar areas, as well as
to ask for advice <strong>of</strong> a pr<strong>of</strong>essional person or institution if necessary. By issuing <strong>of</strong> an Order, the
Principal confirms the awareness <strong>of</strong> the risks connected to the financial instruments market, that the
Agent has provided him with data <strong>and</strong> information requested <strong>and</strong> that all his inquiries regarding
market circumstances <strong>and</strong> financial instruments the Order relates to have been answered to his
satisfaction.
24. Internal bylaws, decisions <strong>and</strong> instructions
The Credit Institution shall harmonise its internal rules, instructions, procedures etc. with the CMA <strong>and</strong>
make them available to clients by publishing them on its web pages <strong>and</strong> displaying them on the
premises <strong>of</strong> the Credit Institution.
By signing the order <strong>and</strong>/or the order <strong>agreement</strong>, placing orders by phone or e-mail, clients fully
accept the <strong>General</strong> Terms <strong>and</strong> Conditions, rules, instructions, procedures, policies etc. <strong>of</strong> the Credit
Institution.
25. Regulated market membership
The Agent hereby confirms the membership in the stock exchange, regulated market <strong>and</strong> active
engagement in other potential trading venues.
26. Right <strong>of</strong> retention
In case <strong>of</strong> any debts that the Principal owes to the Agent, the Agent has the right <strong>of</strong> retention (ius
retentionis) over financial instruments for the purpose <strong>of</strong> selling them in order to settle all the claims
from the Principal, as well as the right to compensation from the Principal's funds on a special account
<strong>of</strong> the amount owed by the Principal.
27. Settlement <strong>of</strong> disputes
All disputes arising from the existence, interpretation or application here<strong>of</strong> will be resolved before the
Court in Zadar, which has the subject matter jurisdiction.
28. Amendments to relevant regulations
In case <strong>of</strong> amendments to regulations pursuant to which these Terms <strong>and</strong> Conditions have been
passed, the Credit Institution shall initiate the process <strong>of</strong> amending these Terms <strong>and</strong> Conditions.
In case that the provisions <strong>of</strong> these Terms <strong>and</strong> Conditions are not in compliance with relevant
regulations (statutory <strong>and</strong> secondary), those regulations shall apply until amendments are made.
29. Entry into force
These <strong>General</strong> Terms <strong>and</strong> Conditions shall enter into force on 06th October 2014, whereas by their
adoption the <strong>General</strong> Terms <strong>and</strong> Conditions passed on 14th May 2013 shall cease to have effect.
Zadar, 06th October 2014
kč/mč/ah