Corporate operations

BDD ERSTE BANK ADis categorised as one of the most successful investment companies within the area of consulting and providing corporate services on the domestic securities market.

BDD ERSTE BANK ADhas registered over 200 joint stock companies so far at Central Securities Depository, both companies privatised according to former lawsand companies privatised in the last few years according to the applicable Privatisation Law adopted in 2000 and  newly-established joint stock companies, as well

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BDD ERSTE BANK ADalso deals withproviding advisory services in the procedure of taking-over joint stock companies. A good indicator of the degree of performance is represented by the fact that for the account of its clients – foreign and domestic companies –a large number of offers for taking-over of joint stock companies, whose total value is in the amount of more than EUR 1000 million,has been prepared and realised by it.

ERSTE BANK AD is a member of the Belgrade Stock Exchange and Central Securities Depository.

Procedures and rules of taking corporate actionsperformed through members of Central Securities Depository are regulated in great details by means of the Law on Capital Market, by-laws of the Securities Commission and Operating Rules of Central Securities Depository.

Since operations of unique record keeping with reference to legal holders of securities and other financial instruments and with reference to the rights arising from such securities are performed by Central Securities Depository by electronic means, through communication among Central Securities Depository and its members – representatives of securities issuers, each issuer needs to hire a member of the Central Securities Depository as its corporate agent for transactions with Central Securities Depository.

 

Corporate actions / Services of Corporate Agent

The following corporate actions are performed for our clients:

  • filing request to Central Securities Depository (hereinafter referred to as CD) for assignment of CFI code and ISIN number– identification fo securities through assignment of CFI code and ISIN number;
  • opening of issuing account and registration of securities into CD (registration of the issue);
  • change of the datakept in unique records of legal securities holders in CD, for the purpose of correcting a mistake at the request of the Issuer;
  • reconciliation/registering Shareholders Book into CD;
  • withdrawal of securities;
  • submission of CD request for issuing unique records of shareholders for the purpose of holding General Meeting of Shareholders;
  • notification of holding General Meeting of Shareholders;
  • notification of sending invitation for providing Representative’s statement;
  • notification of dividend payment;
  • dividend payment in the form of securities and/or money;
  • paymentof coupons, i.e. principal amount of bonds;
  • notification of the offer for share exchange;
  • notification of the offer for acquisition/alienation of own shares;
  • notification of forced sale of shares;
  • notification of accession of shares to government package for the purpose of sale through a tender;
  • notification of primary sale of securities when payment is made by means of other securities;

 

Clients we have concluded Agreement on Corporate Agency with are also provided with the following services:

  • submission of request for listing and quotation, i.e. including shares in OTC market/stock exchange market of BelgradeStock Exchange;
  • making and update of Prospectus for organisation of trading shares– of stock market prospectus;
  • posting prospectus on the website of Corporate Agent with the content which is stipulated by Securities Commission act (hereinafter referred to as : Underlying Prospectus) at the request of the Issuer;
  • delisting of shares from OTC market.

 

As advisors, we also provide our clients with the following services as well :

  • in the procedure of acquisition/alienation of own shares pro rata;
  • in the procedure of forced sale/purchase of shares;
  • in the procedure of takeover offer;
  • in the procedure of increase/decrease of capital through open and closed issues;
  • in the procedure of issuing new emission of securities;
  • in the procedure of organising issue of securities and other financial instruments with the obligation of  their repurchase from the issuer  for the purpose of further sale, or with the obligation of repurchase from the issuer  of non-sold securities (operations of the issue sponsor);
  • in the procedure of preparation and implementation of the Shareholders General Meeting.

 

Operations of the issue sponsor

With reference to performing operations of the issue sponsor,authorised bank organises issue of securities with the obligation of repurchasing them from the issuerfor the purpose of further sale or with the obligation of repurchasing unsold securities.

Authorised bank undertakes to purchase all of the securities from the issuer by way of the Agreement on securities issue with the obligation of repurchase and then to organise their further sale or to repurchase only those securities which remain unsubscribed and unpaid upon expiry of the deadline for registration and payment,and then to organise their distribution, whereas the issuer undertakes to pay fee for those services. Agreement on organising securities issue with the obligation of repurchase mandatorily contains elements prescribed by Rulebook.