GENERAL PART
Section I. Activities Performed and Services Provided by SCP Section II. Users of SCP Services and Their Registration
Section I. Activities Performed and Services Provided by SCP
Article 3. Range of SCP Activities
Subject to applicable provisions of the Securities Act, the SCP provides 2) :
- keeping of the register of securities and their owners,
- services connected with the keeping of the aforementioned register,
- information designated for participants in the capital market and for the general public (hereinafter only "general information for capital market").
Article 4. Securities Kept in SCP Register
- The SCP keeps the following items in its records on accounts of security owners (hereinafter only "owner’s account") and in issuer registers 3) :
- securities issued in dematerialized form, or the form of which was transformed from physical into dematerialized one,
- immobilized securities 4),
- physical securities accepted by the SCP into bulk deposit 5).
- Securities kept in the SCP register are divided into sets of fungible 6) securities of the same nominal values (hereinafter only "securities title") with common identification sign.
- A single securities title kept in the SCP register may include securities issued within the scope of a single issue, as well as those issued successively under different dates of issue 7) if they carry the same rights for their owners. A different date of issue may be distinguished in the SCP registration under a common identification sign of a securities title by means of a series number assigned by the SCP when such securities are being filed in the SCP register. Such series number is not considered in case of registration of changes of securities owners as well as in the provision of other SCP services.
- The identification sign of a security title kept in the SCP register shall be represented by:
- the designation determined in accordance with the international numbering system used for the identification of securities (ISIN — International Securities Identification Number),
- a proper identification sign assigned by the SCP in case of other securities kept in the SCP register without an ISIN assigned when such securities are being filed in the SCP Register (SIN – Securities Identification Number).
- All requests for SCP services concerning certain securities kept in the SCP register must specify the identification sign of the respective security title. The identification sign of the security title provides the required information as to the type and form of the security and closer specification of its fungibility, including the name and seat of the issuer 8).
- Individual securities kept in the SCP register are not marked with serial numbers 9). The SCP shall provide numerical designation of individual securities upon request by the issuer if required by law 10) and only for the necessary period 11); within such period, the SCP shall register the suspension of the exercise of the right to dispose of all individual securities of the given title 12).
Article 5. SCP Services Connected with Securities Register
- SCP services connected with the securities register mean, under these Operation Rules, all activities involving:
- the recording of entries in the register of securities and their owners kept by SCP,
- provision of information from this register if such information contains data about individual owners of securities and about securities held by them.
- The register of securities and their owners kept by the SCP is not of a public character. The services connected with this register shall be provided by the SCP only upon an order or at request (hereinafter only "request for service") placed by an eligible person, i.e., by a person authorized under the Securities Act or any other applicable law to:
- file orders and requests concerning entries in the said register,
- ask for information from the above register.
- Other persons may apply for SCP services connected with the registration of securities only when they prove that they have been authorized by a person whose owner’s account or issuer’s register is related to such service.
- SCP services connected with the registration of securities involve:
- basic services through which the SCP implements the tasks arising from the Securities Act, or possibly from other legal regulations,
- complementary services offered by the SCP to all entitled persons for whom such services are designated,
- services that are specifically set up and provided under a special agreement between the SCP and users of such services.
Article 6. General Information for Capital Market
- The term "general information for capital market", used in these Operation Rules, includes all information:
- provided from the register of the decisions of the Securities Commission under the Securities Act 13),
- obtained by the SCP from reports filed by participants in the capital markets fulfilling their reporting duty under the Securities Act or other applicable laws and regulations 14),
- published by the SCP, under the Securities Act, from the register of securities kept by the SCP 15),
- other information of general and statistical nature processed by the SCP on the basis of the SCP-kept securities register, or on the basis of announcements made by participants in the capital market, which do not show any data about individual security owners and securities held by them.
- General information for capital market and SCP services connected therewith are provided to all interested parties upon request.
Article 7. Prices for SCP Activities and Services
- The SCP provides its services and carries out its other activities for prices agreed in accordance with applicable price regulations, unless a free-of-charge supply thereof is prescribed by the Securities Act or by other generally binding laws and regulations 16).
- The prices of basic and complementary SCP services as well as their payment terms are determined on the basis of the Price List of SCP Services published by the decision of the SCP Managing Director. The price of a service shall be determined by the Price List of SCP Services effective on the day of the performance of such service unless set down otherwise in the Price List of SCP Services 17).
- The Price List of SCP Services has a character of an offering price list under a special law 18), it is publicly available for inspection at all operation sites where SCP services are provided. Any changes in and amendments of the Price List of SCP Services must be published at SCP operation sites not later than 15 days prior to their effective date.
- The SCP services performed under specific agreements are provided for contractual prices.
Section II. Users of SCP Services and Their Registration
Article 8. Users of SCP Services
- The term "user of SCP services" contained in these Operation Rules includes:
- a person to whom the SCP provides services connected with the keeping of the securities register,
- a person who is registered for any other reasons in the securities register kept by the SCP 19),
- a person to whom the SCP provides general information for capital market.
- Users of SCP services include, without limitation:
- issuers of securities who use services connected with the opening and keeping of the issuer register,
- owners of securities kept in the SCP register who use services connected with the opening and keeping of owner accounts,
- pledgees or pawners and pledgors who are parties to agreements on pledge of securities, who use services connected with the registration of pledges on the SCP-registered securities, and with the exercise thereof,
- securities dealers 20) and public market organizers 21),
- persons dealing in the settlement of purchases and sales of securities 22),
- competent state authorities 23).
- Relations between the SCP and users of its services are governed by applicable provisions of the Securities Act and of the Commercial Code. Users of services are obligated to provide to SCP necessary underlying documents in the form required for the performance of SCP activities 24).
- Users of services are obligated to keep secrecy of the data obtained from the SCP register to the extent determined by generally binding legal regulations.
Article 9. Registration of Service Users
- Unless specified otherwise herein, SCP services may only be used on the basis of previous registration of the respective service user with the SCP. The registration of a service user involves the recording of the required personal data about the user in the SCP register, and assignment of the applicable registration number.
- The following service users are not subject to the registration under paragraph 1:
- users of general information for capital market,
- persons applying for SCP services on behalf of another user on the basis of an identification card issued by the SCP 25) and entrusted to them by the service user who has been issued the identification card by the SCP,
- persons who act toward the SCP on behalf of another service user as his representatives (e.g. legal representatives, representatives on the basis of a power of attorney, proxies with authority to sign), and who can prove in their request for SCP services their relationship to the service user in the manner specified in these Operation Rules,
- competent state authorities that apply for information from the SCP register 26) in writing at a designated specialized SCP Office.
- The registration of service users, changes in the registered data, and cancellation of the registration of service users are considered as separate services supplied by the SCP. Unless specified otherwise herein, such services are provided at the request of a service user, and the provision of such services is governed by the applicable provisions of these Operation Rules.
- If a person applying for registration as user of services is not a citizen of the Czech Republic or has not been assigned a birth identification number in the Czech Republic, or if the applicant is a legal entity that has not been assigned an IČ (business identification number) under applicable regulations, the SCP shall assign both to the former or the latter upon the registration, in addition to the registration number, also a substitute identification number. Such substitute identification number only serves the service user in his contacts with the SCP. The citizens of the Slovak Republic who have already been registered with their birth identification numbers in the SCP as service users shall not be assigned a substitute identification number.
- The assigned registration number must be stated for the purposes of identification of entitled person in requests for SCP services, together with such person’s identification number, i.e., the birth identification number in case of a natural person or IČ in case of a legal entity, or the substitute identification number assigned by the SCP. If a service user has been assigned several different registration numbers in the SCP register, he may use each of them only for the purpose for which it has been assigned.
- Stating the due registration number and identification number of the service user, including the first name, surname, and residence in a natural person, or business name (of a company) and seat in a legal entity, shall cover for the purposes of SCP services the requirements for the identification of entitled persons 27). These data make a part of the SCP register. In case that the request for service contains data that are different from the data registered in the SCP register, the request shall be processed pursuant to the information registered in the SCP register, which does not affect the obligation of service users to report changes in the registered data to the SCP register.
Article 10. Procedure in Registration of Users of Services
- The registration of an issuer of dematerialized securities is carried out as a part of the service connected with the opening of the register of a securities issuer 28). The number of the respective issuer’s register shall serve as the registration number, and the issuer shall use such registration number solely with respect to SCP services provided in connection with the above-mentioned issuer’s register.
- The registration of an owner of dematerialized securities is carried out as a part of the service connected with the opening of an owner’s account 29). The number of the respective owner’s account shall serve as the registration number, and the owner shall use such registration number solely with respect to SCP services provided in connection with his account.
- The registration of a securities dealer is carried out by the SCP, even without request, upon a notice by the Securities Commission about the permission issued for a certain range of activities which the given securities dealer is entitled to perform under such permission 30). Such registration number shall be used in requests for services filed by the dealer with the SCP under applicable provisions of the Securities Act 31), but only after the presentation of a valid decision issued by the Securities Commission.
- Such registration shall be extended by the SCP depending on the range of other SCP services provided on a contractual basis, or depending on contracts allowing the use of special forms of provision of SCP services, particularly in the form of data entry items. Provision of other SCP services on a contractual basis, or of special forms of provision of SCP services, may be bound by the SCP with the use of another (separate) registration number.
- The registration of other users of services shall be made upon their own request as a separate SCP service.
| 2) |
§ 56 of the Securities Act. |
| 3) |
§ 57 of the Securities Act. |
| 4) |
§ 38 of the Securities Act. |
| 5) |
§ 56, paragraph 3 of the Securities Act. |
| 6) |
§ 2 of the Securities Act. |
| 7) |
§ 5, paragraph 1 of the Securities Act. |
| 8) |
E.g., § 26, paragraph 1, letter c) of the Securities Act. |
| 9) |
§ 4, paragraph 2, letter a) of the Securities Act. |
| 10) |
§ 4, paragraph 3 of the Securities Act. |
| 11) |
§ 213b, paragraph 6 of the Commercial Code. |
| 12) |
§ 27a, paragraph 1, letter c) of the Securities Act, § 213b of the Commercial Code. |
| 13) |
§ 56, paragraph 1, letter c) of the Securities Act. |
| 14) |
E.g., § 183d of the Commercial Code. |
| 15) |
§ 87c of the Securities Act. |
| 16) |
§ 56, paragraph 8 of the Securities Act. |
| 17) |
E.g. in case the filing person – issuer is under liquidation or his property was adjudged bankrupt, he shall be obligated to pay the price of ordered services not later than by the day preceding the performance by the SCP side (see the SCP Standards for the keeping of issuer register). |
| 18) |
§ 13 of Act No. 526/1990 Coll., on Prices, as amended. |
| 19) |
E.g. pledgees in case of pledged securities, custodians (administrators) of securities kept in the SCP register, etc. |
| 20) |
§ 45 of the Securities Act. |
| 21) |
§ 8b of the Securities Act. |
| 22) |
§ 70b of the Securities Act. |
| 23) |
E.g., in case of the registration of suspension of the exercise of the right to dispose of securities registered in the SCP under § 27, paragraph 3, letter e) of the Securities Act, or in case of supplying information under § 70 of the Securities Act. |
| 24) |
§ 56, paragraph 6 of the Securities Act. |
| 25) |
According to the "SCP Conditions for the Issuance and Use of Identification Cards". |
| 26) |
§ 70 of the Securities Act. |
| 27) |
E.g., under § 26, paragraph 1, letter a), § 59, letter b), or § 61, letter b) of the Securities Act. |
| 28) |
§ 60 of the Securities Act. |
| 29) |
§ 58 of the Securities Act. |
| 30) |
§ 56, paragraph 2 of the Securities Act. |
| 31) |
In particular, § 23 and § 27, paragraph 3, letter b) of the Securities Act. |
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