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CRD IV ToolDelegated Regulation 2022/2580
ANNEX II

ANNEX II - Delegated Regulation 2022/2580

ANNEX II

Information to enable competent authorities to assess shareholders or members with qualifying holdings

1. Information about the identity and participation of all persons and entities that have or will have, in the case of authorisation of the applicant credit institution, a qualifying holding in the credit institution and other information relevant to the assessment of suitability, including all of the following:

(a) 

a chart setting out the shareholder structure of the applicant credit institution, including the breakdown of its capital and voting rights;

(b) 

the names of all persons and entities that have or will have qualifying holdings, indicating in respect of each such person or entity:

(i) 

the number and type of shares or other holdings subscribed or to be subscribed;

(ii) 

the nominal value of such shares or other holdings;

(iii) 

any premium paid or to be paid;

(iv) 

any security interests or encumbrances created over such shares or other holdings, including the identity of the secured parties;

(v) 

where applicable, any commitments made by such persons or entities aimed at ensuring that the applicant credit institution will comply with applicable prudential requirements;

(c) 

details about the financial or business reasons of the persons or other entities referred to in point (b) for owning that holding and details of their strategy regarding the holding, including the period for which those persons or entities intend to hold the holding and any intention they may have to increase, reduce or maintain the level of the holding in the foreseeable future;

(d) 

details about the intentions of the persons or other entities in respect of the applicant credit institution and about the influence that those persons or entities intend to exercise over the applicant credit institution, including in respect of the dividend policy, details about the strategic development and the allocation of resources of the applicant credit institution, and details about whether or not those persons or entities intend to act as active minority shareholders, including the rationale for such intention;

(e) 

information on the willingness of the persons or entities referred to in point (b) to support the applicant credit institution with additional own funds if needed for the development of its activities or in case of financial difficulties;

(f) 

the content of any intended shareholder’s or member’s agreements with other shareholders or members in relation to the applicant credit institution;

(g) 

an analysis of whether the qualifying holding will have any impact, including as a result of the persons’ or entities’ referred to in point (b) close links to the applicant credit institution, on the ability of the applicant credit institution to provide timely and accurate information to the competent authorities;

(h) 

the identity of each member of the management body or of senior management who will direct the business of the applicant credit institution and will have been appointed by, or following a nomination from, such shareholders or members, together with, to the extent not already provided, the information set out in Annex I, points (1) (a) to (f);

(i) 

an explanation of the sources of funding for any proposed acquisition of shares or other holdings in the applicant credit institution, including where applicable:

(i) 

details about the use of private financial resources, including their availability and source;

(ii) 

details about the means of payment for the intended acquisition and the network used to transfer funds;

(iii) 

details about access to capital sources and financial markets, including details of financial instruments to be issued;

(iv) 

information on the use of borrowed funds, including the name of the lenders and details of the facilities granted, such as maturities, terms, security interests and guarantees, as well as information on the source of revenue to be used to repay such borrowings;

(v) 

information on any financial arrangement with other persons who are or will be shareholders or members of the applicant credit institution;

(vi) 

information on any assets which are to be sold to help finance the proposed participation, such as conditions of sale, price, appraisal and details about the characteristics of those assets, including information on when and how they were acquired.

For the purposes of point (i)(iv), where the lender is not a credit institution or a financial institution authorised to grant credit, the applicant credit institutions shall inform the competent authorities about the origin of the borrowed funds.

2. The following information about natural persons that have, or will have in the case of authorisation of the applicant credit institution, a qualifying holding in the credit institution:

(a) 

personal details, including all of the following:

(i) 

the persons’ names and, if different, the persons’ names at birth;

(ii) 

the date and place of birth;

(iii) 

the persons’ citizenship;

(iv) 

the persons’ personal national identification number, where available;

(v) 

the persons’ address, contact details

(vi) 

a copy of an official identity document;

(b) 

a detailed curriculum vitae, stating the relevant education and training, and any professional experience in acquiring and managing holdings in companies, and any professional activities or other functions currently performed;

(c) 

a statement containing the following information about the natural person and any undertaking that was directed or controlled by that person over the last 10 years and of which the applicant credit institution is aware after due and careful enquiry:

(i) 

subject to national legislative requirements concerning the disclosure of spent convictions, information about any criminal conviction or proceedings where the person or undertaking has been found against and which were not set aside;

(ii) 

information about any civil or administrative decisions concerning the person or undertaking that are relevant for the assessment of suitability or otherwise to the authorisation of the applicant credit institution and any administrative sanctions or measures that were imposed as a consequence of a breach of laws or regulations, including disqualification as a company director, in each case which was not set aside and against which no appeal is pending or may be filed, except in the case of administrative penalties imposed under Article 65, 66 or 67 of Directive 2013/36/EU, and of criminal convictions in respect of which information shall also be provided for rulings still subject to appeal;

(iii) 

any bankruptcy, insolvency or similar procedures;

(iv) 

any pending criminal investigations;

(v) 

any civil or administrative investigations, enforcement proceedings, sanctions or other enforcement decisions against the person or undertaking concerning matters which may reasonably be considered to be relevant to the authorisation of the applicant credit institution or to the sound and prudent management of a that applicant credit institution;

(vi) 

where such documents can be obtained, an official certificate or any other equivalent document evidencing that any of the events set out in point (i) to(v) of this point (c) has occurred in respect of the person or undertaking;

(vii) 

any refusal of registration, authorisation, membership or licence to carry out trade, business or a profession;

(viii) 

any withdrawal, revocation or termination of a registration, authorisation, membership or licence to carry out a trade, business or a profession;

(ix) 

any expulsion by a regulatory or government body or by a professional body or association;

(x) 

any position of responsibility within an entity subject to any criminal conviction or civil or administrative penalty or other civil or administrative measure that is relevant for the assessment of the suitability or authorisation process taken by any authority or any on-going investigation, in each case for conduct failings, including in respect of fraud, dishonesty, corruption, money laundering, terrorist financing or other financial crime or of failure to put in place adequate policies and procedures to prevent such events, held at the time when the alleged conduct occurred, together with details of such occurrences and of the involvement, if any, in them;

(xi) 

any dismissal from employment or a position of trust, any removal from a fiduciary relationship, save as a result of the relationship concerned coming to an end by passage of time, and any similar situation;

(d) 

where another supervisory authority has already assessed the reputation of the person concerned, the identity of that authority and the outcome of that assessment;

(e) 

the current financial position of the person, including details concerning sources of revenues, assets and liabilities, security interests and guarantees, whether granted or received;

(f) 

a description of the business activities of the person and of any undertaking which the person directs or controls;

(g) 

financial information, including credit ratings and publicly available reports on any undertakings directed or controlled by the person;

(h) 

a description of the financial interests of the person, including credit operations, guarantees and security interests, whether granted or received, and of any non-financial interests of the person, including family or close relationships with any of the following natural or legal persons:

(i) 

any other current shareholder or member of the applicant credit institution;

(ii) 

any person entitled to exercise voting rights of the applicant credit institution in any of the following cases or combination of them:

— 
voting rights held by a third party with whom that person has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights held by them, a lasting common policy towards the management of the issuer in question;
— 
voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights in question;
— 
voting rights attached to shares which are lodged as collateral with that person, provided the person controls the voting rights and declares his or her intention of exercising them;
— 
voting rights attached to shares in which that person has the life interest;
— 
voting rights which are held, or may be exercised within the meaning of the first four items of this point (ii) by an undertaking controlled by that person;
— 
voting rights attaching to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;
— 
voting rights held by a third party in its own name on behalf of that person;
— 
voting rights which that person may exercise as a proxy where the person or entity can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders;
(iii) 

any person that is, according to national legislation, a member of the administrative, management or supervisory body or of the senior management of the applicant credit institution;

(iv) 

the applicant credit institution or any other member of its group;

(i) 

to the extent any conflict of interest arises from the relationships referred to in point (h), proposed methods for managing such conflict;

(j) 

a description of any links to politically exposed persons, as defined in Article 3(9) of Directive (EU) 2015/849 of the European Parliament and of the Council; ( 5 )

(k) 

any other interests or activities of the person that may be in conflict with those of the applicant credit institution and proposed methods for managing those conflicts of interest.

3. Information about legal persons that have or will have, in the case of authorisation of the applicant credit institution, a qualifying holding in the credit institution:

(a) 

the name of the legal person;

(b) 

where the legal person is registered in a central register, commercial register, companies register or similar public register, the name of the register in which the legal person is entered, the registration number or an equivalent means of identification in that register and a copy of the registration certificate;

(c) 

the addresses of the legal person’s registered office and, where different, of its head office, and principal place of business;

(d) 

contact details;

(e) 

corporate documents or agreements governing the legal person and a summary explanation of the main legal features of the legal form of the legal person;

(f) 

whether the legal person has ever been or is regulated by a competent authority in the financial services sector or other government body;

(g) 

the information referred to in:

(i) 

point (f) of point (2) in relation to the legal person;

(ii) 

point (d) of point (2) in relation to the legal person;

(iii) 

points (g) and (i) of point (2) in relation to the legal person, any person who effectively directs the business of the legal person or any undertaking under the legal person’s control;

(iv) 

point (c) of point (2) in relation to the legal person, any undertaking under the legal person’s control, and any shareholder exerting significant influence on the legal person;

(h) 

a description of the financial interests of the legal person, of persons who effectively direct the business of the legal person, or, where applicable, the group to which the legal person belongs, as well as the persons who effectively direct the legal person’s business, including credit operations, guarantees and security interests, whether granted or received, as well as of any non-financial interests of any such legal person, including, where applicable, family or close relationships, with any of the following natural or legal persons:

(i) 

any other current shareholder or member of the applicant credit institution;

(ii) 

any person entitled to exercise voting rights of the applicant credit institution in any of the following cases or combination of them:

— 
voting rights held by a third party with whom that person has concluded an agreement, which obliges them to adopt, by concerted exercise of the voting rights held by them, a lasting common policy towards the management of the issuer in question;
— 
voting rights held by a third party under an agreement concluded with that person providing for the temporary transfer for consideration of the voting rights in question;
— 
voting rights attached to shares which are lodged as collateral with that person, provided the person or entity controls the voting rights and declares its intention of exercising them;
— 
voting rights attached to shares in which that person has the life interest;
— 
voting rights which are held, or may be exercised within the meaning of the first four items of this point (ii), by an undertaking controlled by that person;
— 
voting rights attached to shares deposited with that person which the person can exercise at its discretion in the absence of specific instructions from the shareholders;
— 
voting rights held by a third party in its own name on behalf of that person;
— 
voting rights which that person may exercise as a proxy where the person can exercise the voting rights at its discretion in the absence of specific instructions from the shareholders;
(iii) 

any politically exposed person, as defined in Article 3(9) of Directive (EU) 2015/849;

(iv) 

any person that is, according to national legislation, a member of the administrative, management or supervisory body, or of the senior management of the applicant credit institution;

(v) 

the applicant credit institution or any other member of its group,

(i) 

to the extent any conflict or interest arises from the relationships referred to in to in point (h), proposed methods for managing such conflicts;

(j) 

a list of each person who effectively directs the business of the legal person, their name, date and place of birth, address, contact details, their national identification number, where available, and detailed curriculum vitae stating relevant education and training, previous professional experience, any professional activities or other relevant functions currently performed, together with the information referred to in points (c) and (d) of point (2) in respect of each such person;

(k) 

the shareholding structure of the legal person, including the identity of all shareholders exerting significant influence and their respective share capital and voting rights and information on any shareholder agreements;

(l) 

where the legal person is part of a group, a detailed organisational chart of the structure of the group and information on the share of capital and voting rights of shareholders with significant influence over the entities of the group and on the activities currently performed by the entities of the group;

(m) 

where the legal person is part of a group, information on the relationships between any credit institution, insurance or re-insurance undertaking or investment firm within the group and any other group entities, and the names of the supervisory authorities;

(n) 

where the legal person is part of a group, the identification of any credit institution, insurance or re-insurance undertaking or investment firm within the group, the names of the relevant competent authorities, as well as an analysis of the perimeter of prudential consolidation of the credit institution and the group, including information about which group entities would be included in the scope of consolidated supervision requirements and at which levels within the group those requirements would apply on a full or sub-consolidated basis;

(o) 

annual financial statements, at individual level and, where applicable, at consolidated and sub-consolidated group levels, for the last three financial years, where the legal person has been in operation for that period of time, or such shorter period of time for which the legal person has been in operation and financial statements were prepared, approved by the statutory auditor or audit firm as defined in Article 2, points (2) and (3), of Directive 2006/43/EC of the European Parliament and of the Council ( 6 ), where applicable, including each of the following items:

(i) 

the balance sheet;

(ii) 

the profit and loss accounts or income statement;

(iii) 

the annual reports and financial annexes and any other documents registered with the registry or competent authority of the legal person, including, as set out as relevant in the annual reports, financial annexes and any other registered documents, the planning assumptions used, at least under base case and stress scenarios;

(p) 

where the legal person has its head office in a third country, all of the following information:

(i) 

where the legal person is supervised by an authority of a third country in the financial services sector, a certificate of good-standing, or equivalent where not available, from such third country authority in relation to the legal person;

(ii) 

where the legal person is supervised by an authority of a third country in the financial services sector and where that authority issues such declarations, a declaration by that third country authority that there are no obstacles or limitations to the provision of information necessary for the supervision of the applicant credit institution;

(iii) 

general information about the regulatory regime of that third country as applicable to the legal person, including information on the extent to which the third country’s anti-money laundering and counter-terrorist financing regime is consistent with the recommendations of the Financial Action Task Force;

(q) 

where the legal person is a collective investment undertaking:

(i) 

the identity of the unit holders controlling the collective investment undertaking or having a holding enabling those unit holders to prevent the taking of decisions by the collective investment undertaking;

(ii) 

details of the investment policy and any restrictions on investment;

(iii) 

the name and position of the persons responsible, whether individually or as a committee, for determining and making the investment decisions for the collective investment undertaking, as well as a copy of any management mandate or, where applicable, terms of reference of the committee;

(iv) 

a detailed description of the applicable anti-money laundering legal framework and of the anti-money laundering procedures of the collective investment undertaking;

(v) 

a detailed description of the performance of former holdings of the collective investment undertaking in other credit institutions, insurance or re-insurance undertakings or investment firms, indicating whether such holdings were approved by a competent authority and, if so, the identity of the authority;

(r) 

where the person is a sovereign wealth fund:

(i) 

the name of the public body in charge of determining the investment policy of the sovereign wealth fund;

(ii) 

details of the investment policy of the sovereign wealth fund and any restrictions on investment;

(iii) 

the names and positions of the individuals responsible for making the investment decisions for the sovereign wealth fund;

(iv) 

details of any influence exerted by the public body referred to in point (i) on the day-to-day operations of the sovereign wealth fund and the applicant credit institution.

4. For the purposes of this point 3, a group shall include the members of the entity and the subsidiaries of such members. The following information about subscriptions arising from trust arrangements:

(a) 

the identity of all trustees who will manage assets under the terms of the trust document and of each person who is a beneficiary or a settlor of the trust property and, where applicable, their respective shares in the distribution of income generated by the trust property;

(b) 

a copy of any document establishing or governing the trust;

(c) 

a description of the main legal features of the trust and its functioning;

(d) 

the method of financing the trust and resources ensuring the financial soundness of the trust to support the applicant, and in particular:

(i) 

a description of the investment policy of the trust and possible restrictions on investments, including information on the factors influencing investment decisions and the exit strategy in relation to the applicant credit institution;

(ii) 

information about past and existing investments by financial sector entities and operating results in relation to those investments in relation to the trust;

(iii) 

an indication and overview of sources of funding and, where available, the annual financial statements of the trust.

( 5 ) Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC (OJ L 141, 5.6.2015, p. 73).

( 6 ) Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC (OJ L 157, 9.6.2006, p. 87).