GENERAL TERMS OF CONTRACT OF ORDER FOR TRADING SECURITIES

General terms of the Contract of Order are defined and brought about by the Company's Board of Directors EA SISTEM d.o.o. from Karlovac, based on the Securities Market Act Article 61 (Official Gazette 84/2002, of the Act on Amendments to the Securities Market Act and other valid legal regulations and bylaws.

1) Introductory clauses

EA SISTEM d.o.o., a company for trading of securities (hereinafter: the Certified Company) is a member of Zagreb stock exchange (Zagreba─Źka burza d.d. Zagreb) (hereinafter: ZSE)and a participant member of Central Depository Agency Zagreb (Središnja depozitarna agencija d.d. Zagreb) (hereinafter: SDA).General terms of the Contract of Order (hereinafter: General terms) determine terms of business activities, types of services the Certified Company offers, mutual rights and obligations of the Principal and the Certified Company, describe the risk connected with performing of certain business activities concerning securities, and determine the terms of dealing with possible disputes when performing business activities concerning securities. The Certified Company has a certificate of the Croatian Financial Services Supervisory Agency, with headquarters in Zagreb, Miramarska 24b (hereinafter: HANFA) for performance of the following business activities concerning securities from article 34 of the Securities Market Act:

  • purchasing and selling of securities under the order of the Principal (in its own name and for the account of the principal)
  • trade for entrepreneurial purposes - purchasing and selling of securities in its own name and for its own account
  • securities portfolio management for the account of the principal - the portfolio owner
  • business activities of a special stock exchange trade
  • business activities of the publication's agent
  • sponsorship of the publication
  • investment consulting - consulting concerning investment in securities

The Principal is any legal or physical person who has given the Order to the Certified Company for purchasing or selling of securities or has signed a Securities Portfolio Management Contract with the Certified Company.

2) Documents for opening a Brokerage Account

The Certified Company commits to open a Brokerage Account in its records, in the name of the Principal, the Account including common Securities Account and Financial Assets Account (hereinafter: brokerage Account)For opening a Brokerage Account, the following documents are necessary:

Domestic physical person commits to submit to the Certified Company:

    a) a photocopy of the identity card or a passport with visible Master Citizen Number. If the Principal - a domestic physical person, does not have the Master Citizen Number written on the identity card or passport, then he is obliged to submit the photocopy of the document on which the Master Citizen Number is visible,
    b) a photocopy of the card of the current account in national currency (Kuna) or a savings book at a commercial bank in the Republic of Croatia,

Domestic legal person commits to submit to the Certified Company:

    a) a photocopy of the excerpt from a court registry, (the checking is possible at www.sudreg.pravosudje.hr),
    b) a photocopy of the classification of a business subject according to NEAC,
    c) a photocopy of the signature card, based on which the regular payment operations account at a bank was opened
    d) a photocopy of the identity card by the authorised person of the Principal - legal person

Foreign physical person commits to submit to the Certified Company:

    a) a photocopy of the passport
    b) a photocopy of the contract on non-resident bank account

Foreign legal person commits to submit to the Certified Company:

    a) a photocopy, verified by a notary public, of the statement on foundation of a legal person or the original of the excerpt from the relevant register for a legal person and enclosed the translation of the statement/excerpt into Croatian by a certified court interpreter/translator,
    b) a photocopy of the contract on non-resident bank account

Apart from the documentation described, the Principal is obliged to sign a Contract on business activities of purchasing and selling securities with the Certified Company, and regarding that, the Principal is obliged to sign the Client Classification Form and the Form on authenticity of information on the Principal. Moreover, the Certified Company can request other necessary statements and questionnaires from the principal, all in accordance with legal regulations and bylaws.

3) Client Classification

The Certified Company is allowed to classify all clients, i.e. the Principals, in the sense of this document, considering their knowledge, experience, financial situation and investment aims, into small and professional investors. The criteria for client classification are defined by the Ordinance on Client Classification (Official gazette 84/2007) and the Classified Company shall exclusively follow the criteria defined in the Ordinance while assessing the Principal. The client, i.e. the Principal who is, according to the criteria defined in the said Ordinance, classified as a professional investor, can at any given moment ask for a treatment with a higher level of protection that the Certified Company provides for small investors. The Certified Company can, at its own initiative and if it has estimated that there is a need for that, treat a professional investor as a small investor.

4) Order

A unilateral statement of the Principal's will, addressed to the Certified Company, to perform purchasing or selling of securities in its own name, and for its own account, and which the Certified Company has received. The statement binds the Certified Company to proceed, for a contracted fee and for the Principal's account, in accordance with the instructions described in the same Order. The Principal authorises the Certified Company to perform such business activities by giving the Certified Company the Order.

5) Types and kinds of giving orders

The Principal can give the Order in writing by personally submitting it at the offices of the Certified Company where business activities concerning securities are performed, by fax if the time of the execution of the order is specifically determined in a different way (the time of the execution of the order has to be determined at least 10 (ten) minutes later than the receipt of the fax by the Certified Company), orally, that is by telephone, using the passwords assigned by the Certified Company and later on, when it becomes available, by Internet orders. The oral order is given exclusively over the phone, with the recording and storing, by the Certified Company, of the telephone call by which the Order is given. The Principal has to identify by a password received in writing by the Certified Company when giving such Orders. The password is a secret number that the Principal has to keep and make unavailable for third parties. After identification by password, the Certified Company is not obliged to identify the Principal in any other way and does not assume liability for possible damages the Principal might sustain for proceeding with the Order relying on the password identification.

6) The content of the order

The obligatory content of the Order is proscribed by the Ordinance on the content and manner of keeping the order book, suggested and brought about by HANFA. The Order has to contain the data proscribed by the relevant Ordinance and other relevant legal regulations and bylaws.

7) Orders book

The Order is entered into the orders book that is electronically kept. The Orders for purchasing and selling are entered into the orders book chronologically by Order acceptance and they are marked by their respective number and price. In case that two or more orders are identical regarding the price, the order with lower serial number shall be preformed first. If the Order is only partially executed, the remaining part of the Order shall retain the same sequence number in the orders book. Each change, cancellation and a piece of information on the execution of an Order is recorded on the Orders in the orders book. Only the Order to which the number of securities were decreased contains the same sequence and execution number. Any other changes in the amount or price shall constitute a new Order

8) Responsibilities of the Principal

The Principal is obliged to perform the following preliminary activities concerning the orderly execution of the Order.

  • with Purchasing Order, the Principal shall pay to the Certified Company financial assets necessary for the fulfilment of the Order, including the assets necessary for expenses concerning the Order in accordance with the valid price list of the Certified Company,
  • with the Selling Order, the Principal shall make the securities which are the subject matter of the Order, available to the Certified Company.

The securities shall be deemed available to the Certified Company in the following circumstances:

  • if the same securities are registered with the Central Depository Agency with the certified company
  • in case the Certified Company receives a confirmation by the custodian bank that the Principle has the securities which are the subject matter of the Order

The Principal has to fulfil his commitments as a precondition for the opening of the Order. Each change of the order, except for reducing the value of securities, the Parties consider to be the Cancellation of the Order and contracting of a new Order, with the rules applied for the cancellation and issuing of the Order.

9) Acceptance and Cancellation of the Order

If the Order consists of all elements proscribed by the valid laws and bylaws as well as these General terms, and if the Principal's obligations have been fulfilled, the Certified Company shall accept the Order and shall display it at the trade system of the stock exchange or some other organized public market without delay, unless the time limit of the Order display is not specifically been stated in the Order itself.

The Principal can cancel or change the Order in writing - by personal visit to the offices of the Certified Company where the business activities concerning the securities are being performed, by fax if the displaying of the Order has specifically been defined otherwise - at least 10 (ten) minutes following the receipt of the fax by the Certified Company, orally, i.e. by means of telephone, using the password assigned to him by the Certified Company, with the telephone conversation concerning the cancellation or changing the Order being recorded and saved by the Certified Company.

The Order is cancelled at the moment when the Certified Company confirms the receipt of the Order cancellation and in case the Order has not been executed in the trading system of the stock exchange or some other public market. The Principal can cancel the given Order at any moment before the Order has been completely executed. In case the Order has been executed partially, the Principal can cancel the Order only in the part not yet executed.

If the Certified Company does not accept the Order, it shall notify the principal about that, stating the reasons for non acceptance. The Certified Company can cancel the Order in the part not yet executed and in case the execution of the Order could cause damage, or if the Certified Company or its employees could be in danger of violation or criminal offence, or if the execution of the Order could endanger the integrity of the market or violate rules of ethical conduct in trading securities.

10) Time and place of giving the Order

The Certified Company is obliged to display the Order in accordance with its priority of time the Order has been accepted with. The Certified Company is obliged to display the Order immediately after the receipt, unless the display time has been determined differently. The Order shall last until the deadline listed in the Order itself, and not longer than 3 (three) months. The Certified Company is obliged to inform the Principal that the Order has been received.

11) Execution Notice

The Certified Company is obliged to inform the Principal of the Order execution. The Certified Company shall send the calculation of the Orders executed, by fax, post or e-mail, and later, when it becomes available, by Internet service, on the same or the following work day, in the manner and form determined by the Principal.

The Certified Company is not liable for safety and confidentiality of the data on the transaction calculation delivered by fax, e-mail and post. The Principal is obliged to notify the Certified Company of all changes of the address, telephone or fax number and e-mail address as soon as possible. The Certified Company shall deliver to the Principal regular reports on the Order executed, in accordance with their legal responsibilities. If the Principal requests from the Certified Company extraordinary drafting and delivery of the report, and possible drafting and delivery of special reports, the Certified Company shall calculate a fee according to the valid Price list.

12) Execution Order Fee

The Principal is obliged to pay a commission to the Certified Company for performing business activities concerning securities. The Principal's commission is stated in gross amount that includes, along the providing of services by the Certified Company, the expenses (of the stock exchange, organized public market, central depository). With purchasing Orders, the execution order's fee shall increase the total purchasing price, while with the selling Orders the execution order's fee shall decrease the total purchasing price. The amount of the fee for business activities the company performs for the Principal, the Certified Company has proscribed by the Price list. The Certified Company has a right to unilaterally and at any time change the Price list, on which the Principal shall be informed at the notice board of the Certified Company. In case the prices stated in the Price list are burdened by taxes or other appropriations, the Principal obliges to bear the costs of the said taxes i.e. fees.

13) Foreign trade

The Certified Company offers its services of international securities trading. The Certified Company has concluded a contract on custodial services concerning securities and money with Hypo Alpe Adria Bank d.d. Zagreb.

In order to trade on foreign markets, the Principal has to conclude a special Contract on purchasing/selling of securities on foreign markets with the Certified Company. The Principal is warned that foreign securities trading is connected with additional risks such as, especially: exchange rate risk, risk of order execution by a mediator, i.e. an assistant, a political risk of the country where the order is being executed, tax risk of the issuing country etc. By giving the Order on foreign markets, the Principal states that he is aware of all additional risks connected with such trading and hereby accepts them.

The Certified Company has a right to reject the acceptance of each of the Orders for purchasing or selling of securities, without additional explanations.

14) Securities Portfolio Management Contract

By signing the Securities Portfolio Management Contract, the parties jointly regulate the rights and responsibilities concerning the management of securities portfolios. The Certified Company is obliged to perform business activities of portfolio management with due attention, conscientiously and according to his best judgement, governed at any given moment by the Principal's interests, i.e. the interests of the owner of the portfolio. The Principal obliges to deliver securities and financial assets that form the portfolio of the Principal for the Certified Company to manage, without being forced and in good will, within the time limit determined by the Agreement, and to deliver all necessary documentation the Certified Company needs for providing of the said service, and in accordance with the relevant legal regulations and bylaws. The abovementioned especially refers to the correct classification of the Principal concerning the understanding of the categorisation of the gradation of risk, where the Principal is obliged to deliver to the Certified Company necessary data so the Certified Company could classify the Principal into a relevant category, that is, into small and professional investors. The criteria for client classification are defined by the Ordinance on Client Classification (Official gazette 84/2007) and the Classified Company shall exclusively follow the criteria defined in the Ordinance while making assessment. All other rights and obligations of the parties shall be defined separately in the Securities Portfolio Management Contract. This contract shall come into force on the date when both parties sign the agreement.

15) Fees concerning Securities Portfolio Management

The brokers' commissions, expenses and fees incurring in connection with and during the providing of Securities Portfolio Management, are an integral part of and are calculated in accordance with the conditions defined by the Securities Portfolio Management Contract concluded between the Principal and the Certified Company. The Certified Company commits to deliver regular, periodical reports to the Principal on business activities performed within the securities portfolio management service and Principal's portfolio status. The Certified Company shall deliver the aforementioned reports to the Principal free of charge. The Principal can arrange with the Certified Company the reporting on each single transaction, while the reporting manner shall be defined in accordance with the agreement of both parties. The Certified Company shall charge the fee for the aforementioned reports in accordance with the valid Price list. If the Principal requests from the Certified Company extraordinary drafting and delivery of the report, and possible drafting and delivery of special reports, the Certified Company shall calculate a fee according to the valid Price list.

16) Investment consulting

The Principal can request from the Certified Company an investment consulting service concerning investment in certain financial instruments. The Certified Company is obliged to, before providing the aforementioned service, dully gather data on necessary knowledge and experience of the client, the client's financial situation and investment goals to be able to recommend to the Principal financial services and instruments appropriate for the Principal. The Principal obliges to deliver necessary data and documents to the Certified Company as a preposition for providing of the aforementioned service. In case that the Principal does not deliver or refuses to deliver the required data, the Certified Company shall not provide the service for the Principal.

After the Principal has delivered all necessary data to the Certified Company, the Certified Company shall, after drafting the assessment for the Principal, determine the appointment when the Principal shall be able to have a meeting with an investment consultant.

17) Investment Consulting Fee

The expenses and fees incurred concerning the providing of the investment consulting service shall be calculated according to the valid Price list. The principal is obliged to pay a fee for providing an investment consulting service against the delivered pro-forma invoice, and prior to the meeting with the investment consultant, i.e. prior to the service has been provided by the Certified Company. In case that the Principal does not make payment against the delivered pro-forma invoice, the Certified Company shall not provide the aforementioned service.

18) Risks

Business activities concerning securities, including purchasing and selling of securities, as well as Securities Portfolio Management, bring about certain risks. All risks are not possible to list, and they include, in the first place, unexpected changes of the value of securities, inability of the issuer of the securities to fulfil his obligations accepted with the securities, imposing additional obligations and restrictions to the owners of the securities by financial or tax regulations in the country and abroad, changes in solvency of certain securities etc. The price of securities changes in accordance with the conditions on the market, under the influence of a range of factors, some of which are completely unpredictable. The fulfilment of obligations deriving from the securities for their owners can also be brought in question, and even fail completely, due to disturbances in business activities or economic situation of the issuer.

The executive authorities in the country and abroad can, by changing the tax policy, introducing restrictions in disposal of securities and other measures, influence the quality and value of individual investments. The investors are, therefore, recommended to try harmonizing the size, structure, maturity and other elements of investment decision based on merits, solvency and risk investment with their current and supposed future assets, taking into consideration in the process their investment experience on the same or similar field, as well as to ask for consulting by an expert individual or institution if needed. By giving an Order or signing the Securities Portfolio Management Contract, the Principal confirms that he is aware of the risks connected with the securities market and that the Certified Company has made available the data and information he asked for, concerning the conditions on the market and the securities the Order refers to, i.e. the Securities Portfolio Management Contract.

The risks of investment in certain securities can be divided into general and special, i.e. specific risks concerning a single financial instrument. Regarding the aforementioned division, the Principal has to, when making a decision of purchasing and/or selling securities, take into account the following risks:

1) General risks of conducting business with securities:

    a) a risk of decreasing the value of the securities due to global or regional recessions,
    b) exchange rate risk, i.e. the risk of changes in the exchange rate,
    c) the risk that depends on the changes of the credit rating of a certain country, such as:
    i) the risk of non-payment of the debt of a certain country,
    ii) political risk, including the risk of unexpected regulatory changes that can affect the capital market and position of the investors
    d) a risk of decreasing the value of securities due to general price increase (devaluation risk)
    e) a risk of impossibility to sell the securities on the secondary capital market
    due to decrease of demand or inefficient market (solvency risk)
    f) securities depreciation risk due to a decrease of the credit rating of the issuer (issuer risk)
    g) a risk of a decrease or complete loss of the value of securities due to the commencement of a bankruptcy procedure over the issuer of securities (bankruptcy risk)
    h) a risk of changed securities value due to speculative activities of large investors, i.e. due to large corporation activities on the stock exchange (market psychology risk),
    i) risks of information systems failure and/or communication connections breakdown among banks, CDA, other central depository and/or clearing houses, Stock exchange and/or organized public markets for securities

2) Special, i.e. specific risks of business activities concerning securities, specifically:

    a) when dealing with shares: - depreciation risk due to usual cyclic price fluctuation on the market (volatility risk)
    - a risk of non-payment of dividends
    b) when dealing with bonds
    - a risk of changed creditworthiness of the issuer as a creditor (solvency risk)
    - a risk of changing the interest rates
    - a risk of termination i.e. cessation of paying off of debts by the issuer
    c) when dealing with derivates (financial derivative)
    - a position risk incurring during the change of their value according to the change of the determined interest rate, share price, price of goods, exchange rate, index or similar variable

19) Conduct regarding the prevention of conflict of interests

The Certified Company and relevant persons (director or manager of the Certified Company, employee of the Certified Company and stakeholder or shareholder of the Certified Company) are obliged to conduct their tasks in a responsible, fair, conscientious and unbiased manner and take care not to damage their reputation and trust of the Certified Company and its clients by their actions. The employees of the Certified Company must not use the activities of the Certified Company for their own interest and advantage and must not in any way be in the relationship of dependence on the persons who could affect their objectivity.

The situations, i.e. circumstances that represent or can lead to the conflict of interests, whether as a result of the task performing or some other reason, are the following:

1. The Certified Company and relevant persons can achieve financial profit or avoid loss at the client's expense

2. The Certified Company and relevant persons have interest in or benefit form the results of the business activity performed for the client or transaction performed for the account of the client, and which differ form the client's interest

3. The Certified Company and relevant persons have financial or some other motive for favouring interests of another client or a group of clients at the expense of the client

4. The subject matter of the business activity of the Certified Company and relevant persons is the same as the subject matter of the client's business activity

5. The Certified Company and relevant persons accept or shall accept from a non-client additional stimulation based on the business activity performed by the client in the form of money, goods and services and so on, and which is not the usual commission or fee for that business activity.

The Certified Company and its employees must not undertake actions and activities in their business dealing by which they would achieve material or financial interest at the expense of the Principal's assets, as well as the assets listed in the clients' portfolios they manage, nor can they in their business activities place their own interests before their clients' interests, whether they are regular clients or clients whose resources the Certified Company manages within the service of Securities Portfolio Management.

With the purpose of preventing the conflict of interests between the Certified Company and its employees on one side, and the client on the other side, the Certified Company has defined the rules of conduct by its internal acts with the goal of preventing the conflict of interests. In cases when the procedures from the aforementioned rules are not sufficient in order to secure reasonable prevention of risk for the interest of clients, the Certified Company shall inform the client, i.e. the Principal on the kind and source of the conflict of interest, prior the business activities on his behalf have been performed. The said notification has to contain all relevant data to enable the client in a clear and unambiguous way to bring a decision concerning the business activities in the context of which the conflict of interests appeared. The Principal can also be notified orally, with obligatory notice in writing afterwards.

20) Dispute settlement and relevant law

The parties shall try to resolve all disputes arising from the existence, interpretation and application of the Order amicably and by mutual agreement, and if that is not possible, the dispute shall be handed over to the jurisdiction of a court in Karlovac. The legal ground of these General terms is the Securities Market Act, and the jurisdiction lies with the Croatian substantive law.

21) Final provisions

These General terms of the Principal shall be applied starting from 20 November 2007

Management of the Certified Company


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