Croatia

Updated as at January 4, 2023


Market Account Opening Requirements

FII Market Entry Requirements for Croatia

RBC IS operates a segregated account structure in this market.

Please refer to 'Market Account Opening Requirements' for information on the market requirements. Clients are requested to refer to the requirements for information purposes only.

For further information or support around accessing this market, please contact your RBC IS representative.

Client Notice

Please note not all financial instruments and exchanges listed below are available as an RBCIS product offering. Please consult our Terms & Conditions or reach out to your RBCIS representative for further details.

Market Statistics

Currency Euro (EUR)
Time Zone GMT + 1
Zagreb Stock Exchange (ZSE)

  Market Capitalisation

EUR 34,357.65 million

  Number of Listed Issues

92

  Average Daily Share Volume

No. of Trades 7,315 - December 

  Average Daily Trade Value

-

 

December 2022

Source: https://zse.hr/en 

Market Infrastructure

Exchange(s)

Zagreb Stock Exchange (ZSE)
The Croatian stock exchange was established in late 1991, when 25 banks and two insurance companies established the Zagreb Stock Exchange as the central place of securities trading in the Republic of Croatia. The Varazdin Stock Exchange (VSE) was established in 1993 as an OTC market, and became a stock exchange in 2002. In March 2007, Croatian capital market was consolidated merging the VSE into the ZSE. Zagreb Stock exchange is established and governed in line with The Capital Market Act. Also, the operations are defined with Rules of the Zagreb Stock Exchange, verified and approved by HANFA.

Zagreb Stock Exchange (ZSE) has separated its regulated market from the multilateral trading platform (MTP), assigning it with a new name - CE Enter. Regulations related to the CE Enter Market are arranged in the framework of separate rules of CE Enter Market. CE Enter Market represents an alternative market managed by ZSE, and the intention of this separation was further emphasizing the difference between the regulated market and CE Enter Market, which is characterized by lower requirements regarding the transparency of issuers and traded financial instruments.

In December 2015 Zagreb Stock Exchange has successfully completed the Ljubljana Stock Exchange (LJSE) acquisition process by taking over 100% of the LJSE shares from the CEE Stock Exchange Group (CEESEG).

Trading System

Xetra: After using OMX X-Stream since 2007, new trading system was introduced by The Zagreb Stock Exchange as of 10 July 2017. Xetra is the trading system of Deutsche Börse, for which Vienna Stock Exchange is a distributor and operator for this part of Europe. In addition to the Zagreb and Vienna Stock Exchange, Xetra trading system and other Vienna Stock Exchange services are used by several stock exchanges, including Ljubljana Stock Exchange, owned by the Zagreb Stock Exchange. With the first trading day, new shortened and simplified ZSE trading symbols of financial instruments were introduced.

Trading Hours

Monday to Friday:

Opening

09:00 - 09:30 CET  (plus a variable ending which may take 5 minutes at most)

Main trading

09:30 - 15:55 CET

Closing

15:55 - 16:00 CET


Auction Modality takes place every trading day between 11:00 and 13:00 CET (plus a variable ending which may take 15 seconds at most). 

Block transactions can be concluded from 08:00 - 16:00 CET

Security Identifiers

ISIN:

Yes

Other:

The CDCC establishes the security ID for all dematerialised securities eligible for the Depository.

Regulatory Bodies

Ministry of Finance
The Ministry of Finance, within its competence, is authorised to carry out the direct implementation of laws by enacting regulations, administrative supervision and other administrative activities. The Ministry of Finance, along with the Croatian National Bank, is empowered to harmonise monetary and fiscal policies and the use of their instruments.

Croatian National Bank (HNB)
The Croatian National Bank (HNB) as the central bank of the Republic of Croatia enjoys operational autonomy and independence and is accountable to the Croatian Parliament. HNB is fully owned by the state, which guarantees its obligations. HNB is represented by its Governor. The primary objective of HNB is to maintain price stability and general payment liquidity. Without prejudice to its primary objective, HNB also supports the economic policy of the Republic of Croatia, while acting in accordance with the principle of an open market economy with free competition. 

Croatian Financial Services Supervisory Agency (HANFA)
HANFA is a legal successor of the Insurance Companies Supervisory Authority, the Croatian Securities Commission (CROSEC) and the Agency for Supervision of Pension Funds and Insurance, established by the Law on HANFA (Official Gazette 140/05). HANFA is an independent legal entity with public authorities within the scope and powers established by the laws, for which it is accountable to the Croatian Parliament.

Instruments

Equities:

Ordinary shares, preferred shares, ZAIF (closed-end investment alternative fund) shares

Debt:

Government, corporate and municipal bonds

Money Market:

Commercial papers, T-bills

Physical:

N/A

Other:

Structured products

Form of Securities

All shares are issued in dematerialised and registered form.

Board Lots

Equities:

No standard board lots

Debt:

No standard board lots

Price Variations

Xetra trading platform supports volatility interruption as one of the protection mechanisms preventing abrupt price changes and protection against misplacement of orders. The volatility interruption safety mechanism is used in continuous trading and auction trade procedure. Volatility interruption can be triggered in two ways:

  • if an order entry would be executed with one or more transactions that exceed the predetermined dynamic price limit. The reference price for the dynamic price limit is the price of the last trade.
  • if an order entry would be executed with one or more transactions that exceed the predetermined static price limit. The reference price for the static price limit is the last price determined in an auction (auction trade session, opening auction, closing auction or volatility interruption). If during a trading day there were no transactions executed during an auction, the reference price is the closing price of the last trading day.

In triggering volatility interruption and in setting soft limits, shares and ETF units are divided into three classes  according  to  the  liquidity  criterion,  taking  into  account  the  number  of  trading  days  and  the average daily turnover in the past 6 (six) months.  When  calculating  the  average  daily  turnover,  only  the  order  book  transaction  are  taken  into  account, excluding any block trades, OTC transactions and the transactions conducted via public auctions. 

 The liquidity classes with the respective soft limits are the following:

Class 1 – the soft limit in respect of any shares and ETF units traded on 75% of trading days for an average

daily turnover in excess of HRK 100,000.00 is 10%;

Class 2 – the soft limit in respect of any shares and ETF units traded on 50% of trading days for an average

daily turnover in excess of HRK 50,000.00 is 15%;

Class 3 – the soft limit in respect of other shares and ETF units is 30%.

Settlement & Registration

Settlement Cycles

Equities:

T+2 working days

Debt:

T+0 to T+2 working days

Money Market:

T+0 to T+2 working days 

Delivery versus Payment (DvP) Settlement Currencies

EUR

Over-the-Counter (OTC)

Treasury bills are traded over-the-counter (OTC) through local banks. OTC trading may also be used for bonds and commercial papers. 

Obligatory OTC transaction reporting introduced as of 12 July 2013 for financial instruments listed on the regulated market in Croatia has been abolished for non-resident investors by the amendments to the Capital Market Act effective as of 1 January 2014.

Settlement Procedures

Book-Entry: CDCC provides two major types of settlement - Contractual Settlement and Trade for Trade Settlement. 

Contractual Settlement
Contractual Settlement is applied as the clearing and settlement method for all stock exchange transactions meeting the following conditions:

  • the trade settles against payment
  • the total amount of the trade is less than HRK 10 million
  • the trade is matched in the CDCC system by the end of SD-1
  • the stock is recorded on at least 100 accounts in the depository or had minimum 10% publicly traded shares on the previous day
  • the debt security is recorded on at least 20 accounts in the depository or has minimum HRK 15 million nominal value
  • the stock or debt security has been traded during the last 66 working days and is complying with one of following conditions:
    - the stock has been traded on at least 65% of the trading days 
    - the stock has been traded on at least 50% of the trading days and has minimum HRK 5 million publicly traded shares
    - the stock has been traded on less than 50% of trading days and has minimum HRK 10 million publicly traded shares
    - the stock has not been traded and has minimum HRK 20 million publicly traded shares
    - the debt security has been traded on at least 65% of the trading days 
    - the debt security has been traded on less than 65% of the trading days and has total nominal value higher than HRK 50 million.

CDCC publishes daily on their web page the list of securities meeting the above conditions by 08:45. The list is available at SKDD’s web page and remains valid until the beginning of the next working day.

All trades with securities not meeting the above conditions will be settled through Trade for Trade Settlement.

With Contractual Settlement, the original trade is substituted through "novation" with a new trade, in which CDCC has been inserted between the counterparties, thus becoming counterparty to each of the transactions. CDCC guarantees trade settlement on net basis for both securities and cash. In the event of a member's failure to fulfil its obligations, CDCC will initiate a buy-in process for market participants with a short securities position or a sell-out process for market participants with insufficient cash balance.

For Contractual Settlement securities have to be available on the client's account with CDCC by 08:30 on SD. Otherwise, the market participant is penalised and a buy-in process is initiated. The buy-in process will take place on SD+3 unless the short security position has been covered on SD+3 by 08:30. For the failure to deliver securities by the designated time, the market participant is penalised with 0.50%of the total collateral value withheld in the participant's buy-in account per day.

The client's cash account is debited on SD and the funds have to be available within CDCC's system on SD by 11:00. Therefore, the client has to secure funding on SD by 09:30 in favour of its account with local custodian in order for them to be transferred to CDCC in time. 

If CDCC does not receive the funds by 11:00 on SD, a corresponding amount is withdrawn from the Guarantee Fund in order to cover the market participant's obligations. A market participant, who does not pay by 11:00 on SD is still able to do so on SD by 14:30, but it will be penalised for failure to deliver funds in time and charged for the transaction costs related to the funds withdrawal from the Guarantee Fund. 

If the funds are not paid to CDCC on SD by 14:30, a sell-out process is initiated. The sell-out process will take place on SD+1 unless the debit balance is covered on SD+1 by 08:30. For failure to deliver funds on time the market participant is also fined with 1.00% of the value of the default, per day.

Regardless of the migration on T+2 settlement cycle, CDCC Rules and Procedures related to the buy-in and sell-out procedures remained unchanged and are going to be valid until the introduction of a CCP in the near future. The main change introduced with the latest amendments to CDCC Rules and Procedures was mandatory cross-matching. Starting as of 21 September 2015 cross-matching has become mandatory for all market participants, including local broker and money market participants. As per the new criteria, to achieve full STP both settlement parties to the transaction should enter their own local CDCC code together with respective CDCC account number. In order for settlement instruction to be matched, stated CDCC account numbers must differ. Stated change will have no impact to the current set up of settlement instructions for clients of Raiffeisen bank International AG until real STP, based on local participants’ BIC code and respective CDCC account number, is introduced.

Trade for Trade Settlement 
With Trade for Trade Settlement, each trade is cleared and settled individually, directly between the original counterparties to the trade. CDCC acts as an intermediary in the exchange of the securities for the cash on the settlement date but does not guarantee the settlement. In the event that the selling broker fails to deliver the securities on settlement date, CDCC will not pay the funds received from the buying broker. 

CDCC runs batch processing every half an hour, from 08:00 to 16:00, as opposed to a single overnight batch. The daytime batch processing allows for transactions fulfilling the settlement conditions (both securities and cash simultaneously available) to be settled much faster. 

The fee for a failed trade is HRK 120.00 (plus VAT). The fee will be calculated and applied on a daily basis to all matched transactions with the current settlement date, for which obligations have not yet been fulfilled (lack of cash and/or securities).

Short Selling

N/A

Turn-around Trades

Turn-around trades are possible only with the Contractual Settlement method due to the netting of cash and securities obligations.

Clearing Agents

On January 3, 2022 CDCC-CCP has started providing clearing services on the financial market of the Republic of Croatia.

CDCC-CCP was initially established to provide the services of the central counterparty in accordance with Regulation (EU) No 648/2012 of the European Parliament and of the Council of July 4, 2012 On OTC derivatives, central counterparties and trade repositories.

The CDCC-CCP thus becomes, along with the CDCC and the ZSE, part of the Croatian capital market infrastructure, linking trading with settlement in the role of the central counterparty.

In accordance with the Law on the Implementation of EMIR, CFSSA is responsible for supervision of CDCC-CCP, whereas Board of Regulators of the CDCC-CCP will participate in the continuous monitoring of CDCC-CCP work and its control on risk assessment.
Board of Regulators was established on August 16, 2021, and it consists of CFSSA, the European Securities and Markets Authority (ESMA), the Croatian National Bank (CNB) and the European Central Bank (ECB).

Depositories

Central Depository and Clearing Company Inc. - CDCC The sole agency in Croatia responsible for clearing, settlement and depository functions. Securities held at the depository are dematerialised and registered. According to the Croatian Capital Market Act all securities that have been issued through public offering must be issued and offered in dematerialised form.

Within CDCC, a custodian may hold securities in three types of safekeeping accounts: omnibus account, account in the name (segregated), numbered account.

CDCC carries out the following activities and provides the following services:

  • operating the central depository of dematerialised securities
  • operating the central register of financial instruments
  • operating the clearing and settlement system of transactions executed on a regulated market or a CE Enter or outside a regulated market and an CE Enter
  • corporate action services for issuers of dematerialised securities
  • depository services in relation to takeover of joint stock companies
  • services related to payments and other incomes from dematerialised securities and financial instruments
  • trust services
  • proxy voting services on AGMs
  • allocation of unique identification code for dematerialised securities
  • sale and maintenance of computer software developed to provide the services from above and other related services

Operator of the Investors Protection Fund.

Bank for International Settlements (BIS) Settlement Model

BIS is an international organisation which fosters cooperation among central banks and other agencies in pursuit of monetary and financial stability. The Committee on Payments and Market Infrastructures (CPMI) uses three common structural approaches, or models, to categorise the links between delivery and payment in a securities settlement system.

CDCC's Contractual Settlement service is BIS Model 3 - a system in which securities transfers occur on a trade-for-trade (gross) basis throughout the processing cycle. However, fund transfers occur on a net basis at the end of the processing cycle. Security transfers are made via book entry and are final; fund transfers are irreversible, but not final. Therefore, final transfer of securities precedes final transfer of funds (i.e. delivery precedes payment).

CDCC's Trade for Trade Settlement service is BIS Model 1 - a system in which there is a simultaneous transfer of securities and associated funds from the buyer to the seller. All transfers occur on a trade-by-trade (gross) basis with all transfers made via book entry. All transfers are final.

Registration Process

Book-Entry: CDCC acts as the central registry for securities held at the depository. Registration of CDCC eligible securities is done on the settlement date.

Physical: No physical securities exist in Croatia.

Registrar

The CDCC acts as the central registry for securities held at the depository.

Registration Period

Registration of CDCC eligible securities is done on settlement date.

Risk

Disclosure Requirements

Shareholdings in this market may be required to be disclosed by the beneficial owner, particularly when such shareholdings reach or exceed prescribed disclosure limits. Investors must ensure that they comply in full by reporting such holdings to the appropriate organisations for this market, within the timeframe required. 

Furthermore, Credit Institution Act and Capital Market Act require for the shares of credit institution, local stock exchange and CDCC to be safe-kept on the segregated account in the name of the final beneficiry at the CDCC level. Consequently, client needs to open segregated account where only  respective shares would be safe-kept, leaving the rest of assets on an omnibus account, or to segregate complete portfolio. For segregated account opening client's Croatian tax ID (OIB) and identification details are required. If you have any questions regarding this issue we encourage you to consult your legal counsel.

Failure to comply with the reporting requirements in this market may lead to penalties and / or other sanctions.

Disclosure reporting is an obligation of an investor who, directly or indirectly, acquires, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, and 75% of the voting rights.

The disclosure report has to be presented to the regulator (HANFA) and to the issuer of the shares within four trading days:

  • from the day the investor has found out or could have found out about the acquiring, releasing or possibility of exercising the voting rights, or
  • or has found out about the issuer's public announcement of changes in the number of issued shares or changes in the number of voting rights.

It is considered that the investor has found out or could have found out about the acquiring, releasing or possibility of exercising the voting rights at the latest within two trading days from the day of the transaction, meaning that there is a maximum of six trading days available to submit the disclosure report. 

Threshold reporting is also an obligation of an investor who, directly or indirectly, holds financial instruments that grant unconditional right to the investor to acquire the underlying shares. 

The issuer must publish the above notifications within three trading days of their receipt.

Special approvals are required in this market for acquiring shares of local credit institutions, insurance companies, investment firms, stock exchanges and central depository and clearing companies. A person who holds or has acquired such shares in breach of the provisions of the legislation will not be able to exercise the voting rights attached to these shares and in certain conditions may be required to sell these shares.

Buy-Ins

The fee for a failed trade in the Trade for Trade Settlement process is HRK 120.00 (plus VAT). The fee will be calculated and applied on daily basis to all matched transactions with the current settlement date, for which obligations have not yet been fulfilled (lack of cash and/or securities).

CDCC deadlines for Contractual Settlement: 

For market participants with a short securities position the buy-in process will take place on SD+3 unless the short positions has been covered on SD+3 by 08:30.

For market participants with insufficient cash balances the sell-out process will take place on SD+1 unless the debit balance has been covered on SD+1 by 08:30.

The penalties applied in case of default in CDCC's Contractual Settlement process and charged to clients failing to meet their obligations are as follows:

  • for failure to deliver securities by the settlement date: 0.50% per day, calculated based on the total collateral value withheld in the market participant's buy-in account

for failure to deliver funds by the settlement date: 1.00% per day, calculated based on the total value of the default plus the transaction costs for the funds withdrawal from the Guarantee Fund.

Securities Lending

Although the services currently offered by CDCC do not explicitly address securities lending and borrowing, there is nothing that prevents participants from entering borrowing and lending agreements outside the system and effecting these agreements through the various security transfer facilities offered in the system.

The Capital Market Act determines that any client has to give its consent in writing as a general consent for certain types of transactions involving use of the client's financial instruments or as a single consent for the specific use of the client's financial instruments.

Compensation Fund

Established at CDCC, the Guarantee Fund is aimed at bringing additional security to investors. The Guarantee Fund provides protection to those investors in CDCC, the trades of which are settled via the Contractual Settlement method.

Members of the CDCC Contractual Settlement System are required to contribute to a Guarantee Fund. The Guarantee Fund is used by CDCC to cover loss or liability caused by a market participant's failure to fulfil its obligations.

The level of contribution to the Guarantee Fund by a market participant is proportionate to the risk imposed on the market by that participant. This level of risk will be valued on a daily basis using a valuation methodology developed by CDCC. In effect, the contribution to the Guarantee Fund will be set at the level of the Settlement Cap determined for each participant.

Investor Protection Fund
The Capital Markets Act has established an Investor Protection Scheme, to be primarily achieved through an Investor Protection Fund. The membership of the Fund is obligatory for the following companies:

  • investment firms authorised to hold client funds and/or financial instruments
  • credit institutions authorised to provide investment services and activities when providing investment services and activities including ancillary investment service of safekeeping and administration of financial instruments for the account of clients (including custodianship and related services such as cash/collateral management).

The Act resolves on the protection of client claims of a Fund Member, which Fund Member is not able to pay and/or repay to its client, where:

  • bankruptcy proceedings have been initiated against that Fund Member, or
  • HANFA determines that the Fund Member is unable to meet the obligations towards its clients in the sense that it is unable to repay money owed and/or return financial instruments held on behalf of the clients, administered or managed by it, and there are no prospects that it will be able to do so in the near future.

Claims of clients will be covered up to a maximum of HRK 150,000.00 per client of a Fund Member.

In relation to the Investor Protection Scheme, the following are not considered as clients:

  1. credit institutions
  2. investment firms
  3. financial institutions
  4. insurance undertakings
  5. collective investment undertakings
  6. pension funds management companies and pension funds
  7. companies forming a group with a Fund Member, which is unable to meet its obligations
  8. legal or individual person holding more than 5% of the voting shares in the capital of a Fund Member, which is unable to meet its obligations
  9. parent or subsidiary undertakings of a Fund Member, which is unable to meet its obligations
  10. management board and supervisory board members of a Fund Member, which is unable to meet its obligations, if such persons are in the above mentioned positions or employed by a Fund Member when bankruptcy or liquidation proceedings are initiated against a Fund Member or on the date of disclosure ofHANFA's ruling on the respective case, or were in these positions or employed during the current or previous financial year
  11. tied agents of a Fund Member, which is unable to meet its obligations, and which act in such a capacity on the date of opening of bankruptcy or liquidation proceedings against a Fund Member or on the date of disclosure of HANFA'sruling on the respective case, or were in these positions during the current or previous financial year
  12. persons responsible for carrying out the statutory audits of a Fund Member's financial statements and persons responsible for preparation and archiving of accounting documents of a Fund Member and preparation of financial statements
  13. directors, supervisory and management board members of this person holding 5% or more of the capital of a company which is a parent or a subsidiary undertaking in relation to a Fund Member, and persons responsible for the audit of financial reports of this company
  14. marital or extramarital partners and close relatives of persons referred to in items 10 to 13 of this paragraph or their spouses
  15. clients of a Fund Member who have contributed to the respective case by non-fulfilling their obligations towards a Fund Member.
Anti-Money Laundering

The Rules Governing the Measures and Actions for the Prevention of Money Laundering and Financing of Terrorism in compliance with the Prevention of Money Laundering and Terrorist Financing Act (Official Gazette no 87/08)

The Rules set out the measures and actions aimed at the detection and prevention of money laundering and financing of terrorism which are undertaken during the investment, takeover, exchange, or distribution of funds, or during the closing of legal agreements that allow for the acquisition or disposal of property; as well as all other forms of the disposal of funds, rights and other property that can serve the purpose of money laundering.

All local market participants need to be compliant with regulations issued by Croatian National bank, namely Guidelines on the Risk-based approach prevention of money laundering and terrorist financing for Credit Institutions and Credit Unions and Regulations on Reporting Suspicious Transactions and Persons to the Anti-Money Laundering Office.

Foreign Ownership

Market Entrance Requirements

For clients serviced out of certain locations this is an FII market. Please refer to the Terms & Conditions for Global Custody or contact your RBC Investor Services' Client Manager before making portfolio investments.

Investment Restrictions

There are no restrictions for non-residents investing in domestic securities, however there are some pre-investment approval requirements for acquiring certain industry's shares e.g. banks, investment companies, insurance companies, stock exchange and central depository and clearing company etc.

Repatriation Policy

Missing OIB number will result in delays in cash dividend payment. 

Cash

FX Regulations

EUR is freely convertible and FX services are available.

From January 1, 2023 the Euro was adopted as the official currency in the Republic of Croatia.

A fixed conversion rate of the Kuna to the Euro, at 1 Euro = 7.53450 Kuna, has been set per Council Regulation (EU) 2022/1208.

Payment Systems

National Clearing System (NCS) 
The National Clearing System is the central system for multilateral clearing on net basis, with guaranteed limits of numerous inter-bank transactions declared in relatively small amounts. NCS easily effects all inter-bank transactions by transferring a large number of smaller transactions in a package. All transactions from bank A to bank B are "packaged" and sent for processing. NCS is an "invisible" but essential part of payment transactions. 

Participants in the clearing are banks, savings banks, savings & loan cooperatives and the Croatian National Bank (HNB). The forwarding of transactions into the system and the acceptance of clearing results may also be performed by third parties in their name and on behalf of them. Each participant is provided with the possibility of direct view of its current status, while the Croatian National Bank may view the statuses of all the participants, as well as manage and supervise the system. The participants also have a limited possibility of managing the processing of their transactions. In addition to the financial part of the system, the participants also have access to the operative part of the business pertaining to them. The National Clearing System has four intra day cycles from 18:30 until 08:30, from 08:30 until 10:00, from 10:00 until 13:00, from 13:00 until 16:00. 

Croatian Large Value Payments System (CLVPS)
The Croatian Large Value Payments System is a system for the settlement of interbank payment transactions on real time gross settlement (RTGS) principle. CLVPS participants are the Croatian National Bank and banks. The Croatian National Bank manages bank accounts through CLVPS and is the owner and operating manager of CLVPS.

SEPA
The Single Euro Payments Area (SEPA), as a payment-integration initiative of the European Union for simplification of bank transfers denominated in euros, has been introduced in Croatia as of 6 June 2016. European SEPA regulations will apply to Croatian Kuna (HRK) and Euro denominated transactions.

Overdraft Permitted

As a general policy overdrafts are not permitted in the market.

Entitlements

Dividend Process

Resolution on distribution of dividend is set at the AGM. Payment date varies from company to company and has to occur no later than 60 days after the AGM.

Since the settlement cycle in Croatia is T+2, ex-date for entitlements is always fixed as one working day before the record date. Shareholders are entitled to receive dividend according to the settled position on record date. General rule regarding a timeframe for the ex or record date does not exist on the market it is at the issuer's discretion, but pursuant to the Companies Act record date has to be declared 30 days following the AGM's approval at the latest. Record date is determined by the issuer of the securities (ex-date is one day prior to the record date). 

Payment is done on actual basis (upon receipt of funds). The pay date is more accurately defined as a "pay period", wherein issuing companies, by law, have 60 days to execute the dividend payment following approval at the AGM. During the 60 day period, there is no obligation for a company to announce the dividend payment date, although some companies do make such announcements.

Dividend Payment Frequency

Companies usually distribute dividends on an annual basis.

Interest Payment Frequency

Coupon/interest payments are mostly paid semi-annually

Interest Accrual Rate

Coupon/interest payments are calculated on ISMA 99 normal (actual/actual) basis.

Corporate Actions

Common Events:

Dividend payments. Stock dividends, Interest payments, Final redemptions, Stock splits, Mergers, Capital increase/decreasesOrdinary/Extraordinary General Meetings, Takeovers / Tender Offers, Subscription offers

Rights Tradeable:

Limited market experience

New Shares from exercised Rights:

Limited market experience

Additional Information

Issuing company is obliged to notify general public without delay of regulated information related to the issuing company, assuring for accuracy and completeness of announced information. Besides notifying general public, issuing company is obliged to announce all regulated information on its web page. Same provisions are applied in case that any of announced information is consequently amended. Announcement of regulated information can be halted in case the issuing company wants to protect its legitimate interest whilst respective delay would not mislead the public. The issuer is obliged to deliver regulated information to local regulator HANFA’s Central Registrar of Regulated Information (SRPI, managed by HANFA) at the same time when submitted to media. The issuer whose securities are listed on a regulated market managed by the stock exchange is obliged to deliver regulated information to the stock exchange simultaneously with delivery to the media, HANFA/SRPI.

Timeframes for corporate actions are defined by the issuer. The Capital Market Act determines various obligations of the issuer to disclose information to the public without delay. In order to fulfil its obligations towards the shareholders, in particular, the issuer shall:

  1. provide information on the place, time and agenda of meetings, explanation of decisions proposals, total number of issued shares and voting rights, and about shareholder's rights to participate in meetings
  2. make available a proxy form to each person entitled to vote, together with the notice concerning the meeting
  3. designate financial or credit institution through which the issuer fulfils its obligations towards shareholders
  4. publish or distribute information relating to dividend distribution and payment, new issue of shares, including information on any arrangements for allotment, subscription and payment, conversion or releasing of this rights

Issuers of securities listed on the Primary Market, prior to the beginning of each business year, need to submit to the regulated market and publish on its website a calendar of corporate events for the year, including dates for publication of financial statements, AGM date, dividend payment date, and announce any changes to the calendar as soon as they occur.

Entitlements for Corporate Actions are based on settled positions as of record date.

Protection of Rights

Equities, rights and entitlements are protected based on settled positions.

Proxy Voting

Foreign Investor Restrictions

Unrestricted voting rights.

Shares Blocked

No

Meeting Notices/Agendas

According to the Croatian Companies Act, all shareholders meetings must be announced 30 days before the event. The announcement must be made on the local regulator HANFA’s Central Registrar of Regulated Information website (SRPI), Zagreb Stock Exchange and issuer’s website (if securities are listed), local depository (CDCC) and mass media available to general public. 

When shares are listed on the regulated market, the issuer is required to publish the announcement for the GM and the documentation necessary to participate in the GM, on its website.

Meeting Outcome

A company whose shares are traded on the regulated market must publish the voting results of the GM on the stock exchange website without delay, and on the issuing company’s website within seven days after the GM.

Company Reports

On request, subject to availability

Power of Attorney

Companies usually require that shareholders have to declare their participation in a GM in written form, usually six days prior to the GM and enclose the necessary documentation, which generally includes a Power of Attorney (which in some cases has to be notarised), Attendance Notice and voting instructions for each agenda point (if specifically requested). The Power of Attorney is valid for one GM, including a new GM convened due to a lack of quorum. The PoA should contain GM and local agent’s details, number of underlying shares for voting and identification details of proxy.

Other
  • For the GM of companies whose shares are traded on the regulated market, the position at the CDCC at the beginning of the 21st day prior to the AGM, will be relevant for participation, if not otherwise stipulated by the issuing company’s Articles of Association.
  • Shareholder’s application for participation at the GM has to be submitted at least six days prior to the GM, unless a shorter deadline is determined by the issuing company's Articles of Association. The deadline does not include the day of the GM and the day of submitting the application, unless stated differently by the company.
  • A company's Articles of Association can prescribe that when a shareholder is not present at the AGM personally or though the proxy, shareholder can exercise their voting rights electronically or in writing.
  • A company's Management Board has the obligation to notify any credit institution and shareholders' association, which participated at the last GM on behalf of shareholders, about the GM at least 21 days prior to GM assembly.

Taxation

Dividend Tax Rate

10%

The Profit Tax” and “The Income Tax” Acts decreasing the withholding tax on dividends and shares in profit paid to foreign legal entities and individuals (both domestic and foreign) from the rate of 12% to 10% as of January 1, 2021.

Interest Tax Rate

The increased withholding tax rate of 20% is applied to all taxable interest payments executed on the Croatian market after January 1, 2019. However, interest payments arising from bonds will remain exempt. 

Capital Gains Tax Rate

Capital gains tax is payable for resident and non-resident individuals at rate 12%. Capital gains is only applicable for holding periods under 2 years and if financial instruments have been acquired after 1 January 2016.

With effect from January 1, 2017, capital gains tax must be calculated, withheld, remitted and reported by February 28 of the current year, and refers to the positive difference between the capital gains and the capital losses realised in the previous year. Capital gains tax is applicable to holding periods under 2 years.

Tax Treaties

Albania
Armenia
Austria
Azerbaijan
Belarus
Belgium 
Bosnia & Herzegovina
Bulgaria
Canada
Chile
China
Czech Republic
Denmark
Estonia
Finland
France
Georgia
Germany
Greece

Hungary
Iceland
India
Indonesia
Iran
Ireland
Italy
Japan
Israel
Jordan
Korea
Kuwait
Latvia
Lithuania
Luxembourg
Macedonia
Malaysia
Malta
Mauritius
Moldova
Montenegro
Morocco
Netherlands

Norway
Oman
Poland
Portugal
Qatar
Romania
Russia
San Marino
Serbia
Slovak Republic
Slovenia
South African Republic
Spain
Sweden
Switzerland
Syria
Turkey
Turkmenistan
Ukraine
United Kingdom
Vietnam

Stamp Duty

None

Other Taxes

According to the revised Croatian Value Added Tax Act, in force as of January 1, 2010, banks become a part of the Croatian VAT system. Due to this change, custody services are subject to VAT at the rate of 25%. VAT on custody services though applies only on Croatian residents, both individuals and legal entities.

Holiday Calendar

Croatia Holiday Calendar

Local Websites