First Name, Last Name, Title
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D ec l a r at i o n o f h o n o u r by a person nominated as a member of the supervisory board of ...... 1) (hereinafter 'the bank') in accordance with Articles 7(15) and 25 of Act No 483/2001 Coll. on banks (and amending certain laws) as amended (hereinafter 'the Banking Act').
First name, last name, title: ...... Date of birth and/or personal identification number: ...... Nationality: ...... Permanent address: ......
I, the undersigned, being nominated as a member of the supervisory board, hereby certify the following: 1 a) I have not / have2 within the past ten years held the position of member of the statutory body, authorised representative, supervisory board member, senior employee reporting directly to the statutory body, head of internal control and internal audit at a bank, a foreign bank, or other financial institution, or the position of head or senior employee of a foreign bank branch, at any / some2 time within one year before the banking authorisation or other operational authorisation of that entity was revoked if yes, the position held and the name and registered office address of the respective bank, foreign bank, financial institution or foreign bank branch are to be stated below: ...... b) I have not / have2 within the past ten years held the position of member of the statutory body, authorised representative, supervisory board member, senior employee reporting directly to the statutory body, head of internal control and internal audit at a bank, a foreign bank, or other financial institution at any / some2 time within one year before that entity was placed into receivership or made subject to a foreign reorganisation order pursuant to Article 53(9) of the Banking Act if yes, the position held and the name and registered office address of the respective bank, foreign bank, financial institution or foreign bank branch are to be stated below: ...... c) I have not / have2 within the past ten years held the position of member of the statutory body, authorised representative, supervisory board member, senior employee reporting directly to the statutory body, head of internal control and internal audit at a bank, a foreign bank, or other financial institution at any / some2 time within one year before that entity entered into liquidation or was declared insolvent, before a bankruptcy order was made against it, before it was admitted to restructuring proceedings, before a - 2 -
compulsory arrangement with its creditors was approved or it entered into a voluntary arrangement, before a petition for a bankruptcy order against it was refused on grounds of insufficient assets, or before bankruptcy proceedings against it were suspended or discontinued on grounds of insufficient assets if yes, the position held and the name and registered office address of the respective bank, foreign bank, financial institution or foreign bank branch are to be stated below: ...... d) I have not / have2 within the past ten years been subject to a fine exceeding 50% of the amount of the fine that may be imposed under Article 50(2) of the Banking Act. e) I am not / am2 deemed to be a person who fails to meet fit and proper criteria under separate regulations concerning the financial market. f) I have during the previous ten years performed my duties and conducted my business reliably, honestly and without breaching any generally binding legal regulations and, these facts being taken into account, I guarantee that I will exercise the office for which I have been nominated in a reliable and honest manner, without breaching any generally binding legal regulations, and in fulfilment of my obligations under generally binding legal regulations, under the articles of association of the bank or foreign bank, and under that institution's internal regulations and management directives;
2 a) I am not / am2 a member of the statutory body of the bank. b) I am not / am2 an employee of the bank; if yes, the undersigned is to state below whether they will be elected to the position by the bank's employees: ...... c) I am not / am2 a member of the supervisory board of another bank; if yes, the name and registered office address of that bank (meaning a bank established in Slovakia) are to be stated below: ...... (The undersigned must also submit a written document certifying that they have ceased to be a member of another bank's supervisory board and stating the exact date on which they ceased to be such. Alternatively, the undersigned may submit a declaration of honour stating that they will cease to be a member of another bank's supervisory board as of the date of their appointment as a member of the bank's supervisory board.) d) I am not / am2 a member of the statutory body of another bank; if yes, the name and registered office address of that bank (meaning a bank established in Slovakia) are to be stated below: - 3 -
...... (The undersigned must also submit a document certifying that that they have ceased to be a member of the statutory body at the other bank and stating the exact date on which they ceased to do so. Alternatively, the undersigned may submit a declaration of honour stating that their membership of the statutory body will cease as of the date of their appointment as a member of the bank's supervisory board.) e) I am not / am2 an authorised representative of the bank or another bank or a person authorised to act on behalf of the bank or another bank according to its entry in the Commercial Register; if yes, the name and registered office address of that bank (meaning a bank established in Slovakia) are to be stated below: ...... (The undersigned must also submit a document certifying that they have ceased to hold that position and stating the exact date on which they ceased to do so. Alternatively, the undersigned may submit a declaration of honour stating that they will cease to hold that position as of the date of their appointment as a member of the bank's supervisory board.) f) I am not / am2 an authorised representative of another legal entity (established in Slovakia or abroad) that is a customer of the bank, or a person authorised to act on the behalf of such an entity according to its entry in a commercial register; if yes, the name and registered office address of that legal entity (established in Slovakia or abroad) are to be stated below: ...... (The undersigned must also submit a document confirming that they have ceased to hold that position and stating the exact date on which they ceased to do so. Alternatively, the undersigned may submit a declaration of honour stating that they will cease to hold that position as of the date of their appointment as a member of the bank's supervisory board.)
3. While or after serving as a member of the bank's supervisory board, I will not perform any duties which, under Slovak law, are incompatible with that position. If at any time during my membership of the bank's supervisory board there is any change in facts that, under Slovak law, constitute a precondition for serving as a member of the supervisory board, or a change in any other facts stated in this declaration, I will in writing notify the bank of that change without undue delay and take all possible legal steps to remedy any non- compliance with Slovak law (by, for example, resigning as a member of the bank's supervisory board).
4. I do not have / have2 a close relative (parent, grandparent, child, grandchild, sibling, spouse or other person under Article 116 of the Civil Code) who is at the present time in an - 4 -
employment or similar relationship with the bank, or with another bank, a foreign bank branch, a foreign bank, a financial institution or a business legal entity (established in Slovakia or abroad) which is part of the bank's parent group; if yes, that person's first and last names, employment position and relationship with the undersigned, as well as the name and registered office address of the respective bank, foreign bank branch, foreign bank, financial institution or legal entity, are to be stated below: ......
5. a) I do not have / have2 an interest of more than 5% in the share capital or voting rights of a legal entity; if yes, the name, registered office address and company registration number (IČO) of the legal entity are to be stated below, along with the amount of the share capital and the percentage interest in the share capital: ...... b) I am not / am2 a member of the statutory body, supervisory body or management of a legal entity; if yes, the position held in the legal entity is to be stated below, along with the name, registered office address and company registration number (IČO) of the legal entity, the amount of the share capital, and the percentage interest in the share capital: ...... c) I do not guarantee / guarantee2 the liabilities of a legal entity with a significant proportion of my own assets; if yes, the legal entity's name, registered office address and company registration number (IČO) are to be stated below, along with the extent of the guarantee: ......
6. I will / will not2 be devoting an appropriate amount of time to performing the duties of a member of the bank's supervisory board: ...... (If holding more than one position pursuant to Article 25(2) of the Banking Act, in conjunction with Article 25(14) and (15) of the same, the undersigned must state how they will meet the requirement to devote an appropriate amount of time to performing the duties of a member of the bank's supervisory board and state how much time on average they will devote to each position held.)
7. I am not / am2 party to a commercial or similar relationship (as a sole proprietor or by acting on behalf of a legal entity) with the bank or with the parent institution or any - 5 -
subsidiary of the bank; if yes, the name, registered office address and company registration number (IČO) of the entity concerned are to be stated below, along with a description of the commercial or similar relationship and its duration: ......
8. I am not / am2 party to court proceedings brought against the bank or against the parent institution or any subsidiary of the bank; if yes, the name, registered office address and company registration number (IČO) of the entity concerned are to be stated below, along with the subject matter and current status of the court proceedings: ......
9. I have not / have2 within the past two years been in an employment or business relationship with the bank, with the parent institution or any subsidiary of the bank, with a company that is a competitor of the bank or with the parent institution or any subsidiary of such a company; if yes, the position held and the legal entity's name, registered office address and company registration number (IČO) are to be stated below:
......
10. I do not have / have2 a significant financial liability3 towards the bank or towards the parent institution or any subsidiary of the bank; if yes, the type, amount and duration of the liability are to be stated below: ......
11. I have not / have2 within the past two years held any significant public office; if yes, the office and the powers attached to it are to be stated below: ......
12. I do not have / have2 any significant financial interests (such as, for example, a shareholding) in the bank, in the parent institution or any subsidiary of the bank, in a company that is a competitor of the bank or in the parent institution or any subsidiary of such a company; if yes, the name, registered office address and company registration number (IČO) of the entity concerned are to be stated below, along with the main business activities of the company, the relationship between the company and the bank, - 6 -
the relevant period of the relationship between the company and the bank, and the amount of the financial interest (the amount of any interest in the share capital or voting rights and the amount of any other investment): ......
13. I do not represent in any way / represent in some way2 a shareholder of the bank or a shareholder of the parent institution or any subsidiary of the bank; if yes, details of the entity (the first and last names, if a natural person, or the name, registered office address and company registration number (IČO), if a legal entity) are to be stated below, along with the size of the shareholder's interest in the share capital and voting rights, and details of how the undersigned represents the shareholder: ......
14. I do not have / have2 another relationship that could affect my independence; if yes, a description of the relationship and any relevant details about it are to be stated below: ......
15. I, the undersigned, declare that all the information stated herein and the documents submitted are complete, accurate, true, fair and up to date.
Date ______Signature
______1) State the full name of the bank as recorded in the Commercial Register. 2) Delete as appropriate. 3) Loans of less than €100,000 agreed under market conditions and mortgages agreed under normal market conditions are not deemed to be significant financial liabilities.