PAYMENT SERVICES AND SYSTEMS ACT (ZPlaSS) CHAPTER 1 GENERAL PROVISIONS SUBCHAPTER 1 CONTENT OF THE ACT. Article 1. (scope)

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1 Legal notice All effort has been made to ensure the accuracy of this translation, which is based on the original Slovenian text. All translations of this kind may, nevertheless, be subject to a certain degree of linguistic discord. In case of any uncertainties regarding the English translation the questions may be addressed to: Ministry of Finance Financial System Department Župančičeva Ljubljana Slovenia Phone: Fax: gp.mf@gov.si The original text of this act is written in the Slovenian language; in case of any doubt or misunderstanding, the Slovenian text shall therefore prevail. Original text can be found in Official Gazette of Republic of Slovenia, no: 58/2009, or on web page PAYMENT SERVICES AND SYSTEMS ACT (ZPlaSS) CHAPTER 1 GENERAL PROVISIONS SUBCHAPTER 1 CONTENT OF THE ACT Article 1 (scope) (1) This Act shall regulate: 1. the conditions for the establishment, operation, supervision and termination of payment institutions, 2. the conditions for the provision of payment services in the Republic of Slovenia, 3. the rights and obligations of users and payment service providers in connection with the provision of payment services, and 4. terms and conditions of the establishment and operation of payment systems. (2) This Act shall also regulate the sanctions for the breach of obligations regarding the billing of costs and reporting in accordance with the Regulation (EC) No. 2560/2001 of the European Parliament and of the Council of 19 December 2001 on cross-border payments in euro (OJ L 344, , hereinafter referred to as: Regulation 2560/2001). Article 2 (transposition and implementation of EU regulations) This Act shall transpose in the legislation of the Republic of Slovenia the following directives of the European Parliament and Council: 1. Directive 2007/64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market amending Directives 97/7/EC, 2002/65/EC, 2005/60/EC and 2006/48/EC and repealing the Directive 97/5/EC (OJ L 319, , hereinafter referred to as: Directive 2007/64/EC);

2 2. Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems (OJ L 166, , hereinafter referred to as: Directive 98/26/EC); 3. Directive 2000/46/EC of the European Parliament and of the Council of 18 September 2000 on the taking up, pursuit and prudential supervision of the business of electronic money institutions (OJ L 275, , hereinafter referred to as: Directive 2000/46/EC). Article 3 (exclusion from the implementation of this Act) (1) This Act shall not apply to: 1. payment transactions, made exclusively in cash directly from the payer to the payee and without any intermediary intervention; 2. payment transactions from the payer to the payee through a commercial agent authorised to negotiate or conclude the sale or purchase of goods or services on behalf of the payer or the payee; 3. professional transport of notes and coins, including the collection, processing and delivery; 4. non-professional cash collection and delivery within the framework of non-profit or charitable activities; 5. services where cash is provided by the payee to the payer as part of a payment transaction following an explicit request by the payment service user before the execution of the payment transaction through a payment for the purchase of goods or services; 6. money exchange business that is provided as a cash-to-cash operation; 7. payment transactions on the basis of one of the following documents: - paper cheques in accordance with the Act regulating cheques and other paper documents that are regulated by the legislation of Member States and are in content and effects similar to cheques in accordance with the Act regulating cheques, - paper-based vouchers and other paper confirmations that enable the owner a payment of goods or services at the issuer or other person with whom the issuer arranged to accept vouchers or confirmations as a form of payment for goods or services (for instance, gift vouchers, food vouchers and other similar confirmations), - paper-based traveller's cheques, - paper-based postal money orders; 8. payment transactions carried out between the participants of payment systems or securities settlement systems and are derived from the participation in such a system, and payment transactions that are performed between the participants of the payment system, settlement agents, clearing agents, central banks and payment service providers who are not participants of the payment system; 9. payment transactions in connection with the compliance of obligations and exercise of rights arising from securities, including the payment of dividends and other payments on the basis of rights arising from securities, and payment transactions in connection with the purchase or sale of securities, if such transactions are performed by a member of the securities settlement system or another person who in accordance with the valid regulations performs investment services and transactions as well as safekeeping services or safe custody services in connection with the financial instruments of clients; 10. technical services that support the provision of payment services, including the processing and storage of data, trust and privacy protection services, data and entity authentication, information technology (IT) and communication network provision, provision and maintenance of terminals and devices used for payment services, and other similar services, if the providers of these services don't have at any time a possibility of unlimited disposal of funds that are being transmitted; 11. payment transactions that are based on instruments, which enable the payment for the purchase of goods or services: - only in the premises of the issuer, or

3 - within the framework of the limited network of goods or service providers who are mutually connected on the basis of a commercial agreement with the issuer, or - for a limited range of goods or services; 12. payment transactions executed by any means of telecommunication, digital or IT device for the payment of content that is delivered and implemented through telecommunication, digital or IT device provided so that the telecommunication, digital or IT system operator adds to the content substantial additional characteristics in the form of access, transfer or search functions and in this way does not act as an intermediary between the buyer and content supplier; 13. payment transactions carried out between payment service providers, their agents or branches for their own account; 14. payment transactions between a parent company and its subsidiary or between subsidiaries of the same parent company, without any intermediary intervention by a payment service provider other than an undertaking belonging to the same group; 15. services by providers to withdraw cash by means of automated teller machines acting on behalf of one or more card issuers, which are not a party to the framework contract with the customer withdrawing money from a payment account, on condition that these providers do not conduct other payment services. (2) Only Chapter 8 of this Act shall apply to payment transactions on the basis of paper bills of exchange in accordance with the Act regulating bill of exchange and other paper documents that are regulated by the legislation of Member States and are in content and effects similar to bills of exchange in accordance with the Act regulating bill of exchange. (3) The Bank of Slovenia may with an executive act specify the characteristics of services and payment transactions referred to in the first paragraph of this Article. SUBCHAPTER 2 DEFINITION OF TERMS Article 4 (definition of terms) The terms used in this Act shall have the following meaning: 1. Member State shall mean a Member State of the European Union or a signatory state to the European Economic Area Agreement (OJ L No 1, , p. 3); 2. Country of Residence shall mean a Member State in which the registered office of the payment service provider is situated; 3. Head office shall mean the place of the registered office of the payment service provider, or if the payment service provider doesn't have a registered office in accordance with the national legislation place where its management is operating; 4. Host country shall mean any Member State other than the country of residence in which a payment service provider has an agent or a branch or directly provides payment services; 5. Third country shall mean a country that is not a Member State as referred to in item 1 of this Article; 6. Consumer shall mean a natural person who concludes payment service contracts for the purposes other than his gainful or occupational activity; 7. Funds shall mean banknotes and coins, scriptural money and electronic money; 8. Electronic money shall mean a money value in form of a claim of a holder to an issuer, which: - is issued by the issuer against the receipt of a payment of a certain sum of money, - is accepted as a payment means with persons who are not issuers of electronic money, and - is stored on an electronic medium that is securely saving data notwithstanding the fact if it's owned by the holder or not, and that enables the holder to transfer a money claim from the issuer to a third person;

4 9. Business day shall mean a day on which the relevant payment service provider of the payer or the payment service provider of the payee involved in the execution of a payment transaction is open for business as required for the execution of payment transactions to its user; 10. Value date shall mean a reference time used by a payment service provider for the calculation of interest on the funds of a payment account debited from or credited to a payment account; 11. Reference exchange rate shall mean the exchange rate which is used as the basis to calculate any currency exchange and which is made available by the payment service provider or comes from a publicly available independent source; 12. Reference interest rate shall mean the interest rate which is used as the basis for calculating any interest to be applied and which comes from a publicly available independent source which can be verified by both parties to a payment service contract; 13. Uniform identifier shall mean a combination of letters, numbers or symbols specified to the user by the payment service provider and to be provided for a payment transaction by the user to identify unambiguously this user and/or his payment account; 14. Means of distance communication shall mean any means which, without the simultaneous physical presence of the payment service provider and the payment service user, may be used for the conclusion of a payment services contract; 15. Durable medium shall mean any instrument which enables the user to store information addressed personally to him in a way accessible for future reference for a period of time adequate to the purposes of the information and which allows the unchanged reproduction of the information stored; 16. Paper postal money order shall mean a paper-based payment order that is submitted by the payer to the postal service provider with the intention that the paper order is transmitted to the payee as a postal delivery in accordance with the regulations regulating the provision of postal services, and that the payment transaction is executed to the payee on the basis of the submission of a paper postal money order to his postal service provider; 17. Group shall mean a group that consists of a parent company, its subsidiaries, companies in which the parent company or its subsidiaries have holdings in a capital, and also companies that are linked to each other by general management; 18. Companies that are linked to each other by general management shall mean the same as in the Act regulating banking; 19. Close connection shall mean the same as in the Act regulating banking; 20. Insolvency proceedings shall mean proceedings due to insolvency and proceedings of enforced termination as defined in the Act regulating financial business, insolvency proceedings and enforced termination; 21. Banks shall mean legal persons that have an authorisation of a competent supervisory authority for the provision of banking services, including savings banks as defined in the Act regulating banking; 22. Electronic money undertaking shall mean the same as in the Act regulating banking; 23. Agent shall be natural or legal person which acts on the basis of an authorisation on behalf of a payment institution in providing payment services; 24. Private citizen shall mean a natural person who is not a sole proprietor and independently carries out a specific activity, such as a notary, physician, lawyer, farmer and similar; 25. Sole proprietor shall mean the same as in the Act regulating companies; 26. Administration of the Republic of Slovenia for Public Payments shall mean a state authority who is on the basis of a special Act responsible for the provision of services for direct and indirect users of the national budget and budgets of self-governing local communities. Article 5 (payment services)

5 (1) According to this Act, payment service shall mean any of the following activities that are performed by the payment service provider within the framework of his business activity: 1. services enabling cash deposits to a payment account and all the operations required for operating of this account; 2. services enabling cash withdrawals from a payment account and all the operations required for operating of this account; 3. services enabling the execution of payment transactions credited and debited on a payment account of the payment service provider who keeps the payment account or other payment service provider; 4. services enabling the execution of payment transactions, the funds of which are covered by credit line to a user; 5. issuing and/or acquiring of payment instruments; 6. execution of money remittance; 7. services enabling the execution of payment transactions, where the payer gives consent to the execution of a payment transaction by using any telecommunication, digital or IT device, while the payment is executed to the telecommunication, digital or IT network operator, who only operates as an intermediary between the user of payment services and provider of goods and services. (2) Payment services referred to in items 3 and 4 of the previous paragraph shall include the execution of payment transactions: 1. by direct debits, 2. by payment cards or similar devices, or 3. by credit payments. Article 6 (domestic and cross-border payment transactions) (1) A domestic payment transaction shall mean a payment transaction where the payer's payment service provider or payee's payment service provider or the only payment service provider performs payment services for the payer and payee in the territory of the Republic of Slovenia. (2) Cross-border payment transaction shall mean a payment transaction where the payer's payment service provider or payee's payment service provider performs payment services for the payer and payee in the territory of different Member States. Payment transaction shall be executed cross-border also if the same payment service provider performs payment services for the payer in one Member State and for the payee in another Member State. Article 7 (user, payer and payee) (1) User shall mean a natural or legal person making use of a payment service in the capacity of either payer or payee, or both. (2) Payer shall mean a legal or natural person who orders a payment transaction by giving a payment order or providing consent to the execution of a payment order, which is issued by the payee. (3) Payee shall mean a natural or legal person who is the intended recipient of funds which have been the subject of a payment transaction. Article 8 (payment transaction and payment order)

6 (1) Payment transaction shall mean an act, initiated by the payer or by the payee, of placing, transferring or withdrawing funds, whereby the execution of the payment transaction is performed through a payment service provider irrespective of any underlying obligations between the payer and the payee. (2) Payment order shall mean any instruction by a payer or payee to their payment service provider requesting the execution of a payment transaction. Article 9 (direct debit) (1) Direct debit shall mean a payment service for debiting a payer's payment account, where a payment transaction is initiated by the payee on the basis of the payer's consent given to the payee. (2) The payer can give consent for the execution of a payment transaction with direct debit to the payee, to the payee's payment service provider or to the payer's own payment service provider. Article 10 (money remittance) Money remittance shall mean a payment service where funds of the payment service provider are received from a payer, without any payment accounts being created in the name of the payer or the payee, for the sole purpose of transferring a corresponding amount to a payee or to another payment service provider acting on behalf of the payee, and where such funds are made available to the payee or transferred to the payee's payment account. Article 11 (credit payment) Credit payment shall mean a payment service where the payer initiates the execution of an individual payment transaction or several payment transactions, including a standing order, to his payment service provider. Article 12 (payment account) (1) Payment account shall mean an account that is opened by the payment service provider in the name of one or several users and is used for the execution of payment transactions. (2) Payment institutions may only keep payment accounts that are used exclusively for the execution of payment transactions. Article 13 (transaction account) (1) Transaction account shall mean a payment account that is opened by a bank with a head office in the Republic of Slovenia or branch of a Member State in the Republic of Slovenia on behalf of one or several users for the purposes of executing payment transactions and for other purposes in connection with the provision of banking services for the user. Funds on the transaction account shall be considered as sight cash deposit.

7 (2) For the purposes of this Act, the transaction account shall include the treasury single account of the state or self-governing local community that is opened at the Bank of Slovenia, and account that is opened at the Administration of the Republic of Slovenia for Public Payments as a sub-account of the treasury single account of the state or selfgoverning local community. (3) Payment institutions shall not keep transaction accounts. Article 14 (joint payment account) (1) Joint payment account shall mean a payment account that is opened by the payment service provider on behalf of two or several natural persons or on behalf of two or several legal persons. (2) Each individual holder of a joint payment account shall be able to have disposal of total funds of the joint payment account, unless the agreement on the keeping of a joint payment accounts stipulates different powers for the disposal of funds of the joint payment account. (3) Funds of the joint payment account may be entirely used for the settlement of obligations of an individual holder to third persons. Agreement between the holders of a joint payment account on the amount of individual holders' shares and obligations of an individual holder shall not restrict the rights of third persons that during enforcement or bankruptcy proceedings of an individual holder they settle their claims to this holder debited to the total funds at the joint payment account. (4) If a special Act stipulates that the execution to specific funds of the debtor is restricted, these restrictions shall apply with regard to each individual holder of a joint payment account during the enforcement proceeding against an individual holder of a joint payment account. Article 15 (payment instrument and obtainment of payment instruments) (1) Payment instrument shall mean any device or set of procedures or both agreed upon between the user and the payment service provider that is bound by this user and used by the user in order to initiate a payment order. (2) Acquiring of payment instruments shall mean a payment service where a payment service provider ensures to the payee the execution of payment transactions that were initiated by the payer through the use of a specific payment instrument. Article 16 (payment instruments for low-value payments) Payment instruments for low-value payments shall mean payment instruments, where at least one of the following conditions is fulfilled: 1. they enable the execution of individual payment transactions that don't exceed 30 EUR, or 2. the total restriction of use in an individual period or the total value of electronic money that is deposited on a payment instrument doesn't exceed 150 EUR. SUBCHAPTER 3 PAYMENT SERVICE PROVIDERS Article 17 (payment service providers) (1) In the territory of the Republic of Slovenia, payment services shall be performed only by:

8 1. banks that have obtained an authorisation of the Bank of Slovenia for the provision of payment services in accordance with the Act regulating banking and banks of Member States that have obtained an authorisation of a competent supervisory authority of a country of residence for the provision of payment services and have in accordance with the Act regulating banking established a branch in the territory of the Republic of Slovenia or are directly performing payment services in the territory of the Republic of Slovenia, 2. electronic money undertakings that have obtained an authorisation of the Bank of Slovenia for the provision of electronic money services in accordance with the Act regulating banking, and electronic money undertakings of Member States that have obtained an authorisation of a competent supervisory authority of a country of residence for the provision of electronic money services and have in accordance with the Act regulating banking established a branch in the territory of the Republic of Slovenia or are directly performing electronic money services in the territory of the Republic of Slovenia, 3. payment institutions and payment institutions of Member States who have in accordance with this Act established a branch in the territory of the Republic of Slovenia or are performing payment services in the territory of the Republic of Slovenia through an agent or directly, 4. waived payment institutions, 5. the Bank of Slovenia, 6. Administration of the Republic of Slovenia for Public Payments and other state authorities and authorities of self-governing local communities in the Republic of Slovenia in accordance with the regulations regulating the implementation of their tasks and jurisdictions (hereinafter referred to as: payment service providers). (2) Electronic money undertakings referred to in the first paragraph of this Article shall be able to perform only those payment services that are connected with the issuing of electronic money and are not contrary to the special conditions stipulated by the Act regulating banking with regard to activities of electronic money undertakings. (3) When the Bank of Slovenia performs payment services within the framework of exclusive jurisdictions in accordance with the Act regulating the Bank of Slovenia and other Acts regulating the exclusive jurisdictions of the Bank of Slovenia, the provisions of Chapter 5 and 6 of this Act shall apply only if this is stipulated by a special regulation or agreement on the provision of payment services. (4) When the Administration of the Republic of Slovenia for Public Payments or other state authorities or authorities of self-governing local communities perform payment services within the framework of their exclusive jurisdictions on the basis of a special regulation, the provisions of Chapter 5 and 6 of this Act shall apply unless otherwise provided by this Act or other regulation. Article 18 (prohibition on the provision of payment services) With the exception of payment service providers referred to in Article 17 of this Act, no one else shall be allowed to perform payment services in the territory of the Republic of Slovenia. CHAPTER 2 PAYMENT INSTITUTIONS SUBCHAPTER 1 GENERAL PROVISION Article 19 (definition of terms)

9 (1) Payment institution shall mean a legal person with a head office in the Republic of Slovenia that has been granted an authorisation of the Bank of Slovenia for the provision of payment services as a payment institution. (2) Payment institution of a Member State shall mean a legal person with a head office in another Member State that has been granted an authorisation of a competent supervisory authority of a country of residence for the provision of payment services as a payment institution. SUBCHAPTER 2 LEGAL FORM OF PAYMENT INSTITUTIONS Article 20 (organisational form) (1) Payment institution must be organised in one of the legal organisation forms of legal companies as stipulated by the Act regulating companies. (2) The provisions of the Act regulating companies shall apply to a payment institution, unless otherwise provided by this Act. Article 21 (activity of payment institutions) (1) A payment institution may commence the provision of payment services after it has been granted an authorisation by the Bank of Slovenia for the provision of payment services as a payment institution. (2) A payment institution may beside payment services also perform other business activities (hereinafter referred to as: hybrid payment institution), including operation services of payment systems if it fulfils the conditions for the provision of operation services of payment systems is accordance with this Act. (3) A payment institution can beside payment services and other business activities perform also ancillary services for the execution of payment transactions, such as granting loans in connection with payment services, foreign exchange, storage and processing of information and safekeeping activities in connection with payment services if it fulfils the conditions for the provision of these services on the basis of this Act or other Acts. Payment institution that beside the payment service provides only ancillary services shall not be considered as a hybrid payment institution. (4) Provisions of this Act shall apply to payment institutions that perform payment services as an exclusive activity or as hybrid payment institutions, unless otherwise provided by the Act that individual provisions shall apply only to hybrid payment institutions. Article 22 (receiving users' funds in connection with payment services) (1) For the provision of payment services, a payment institution may receive users funds exclusively with the purpose of executing a payment transaction that must be executed on a specific day in accordance with the conditions of the framework contract. (2) Unless it is proven otherwise, it shall be considered that funds are received exclusively for the purposes of executing a payment transaction if the payment institution received the funds simultaneously with the receipt or following the receipt of a payment order for the execution of this payment transaction. (3) Payment institutions shall not be allowed to accept deposits from the public or perform electronic money services according to the Act regulating banking.

10 (4) Funds that the payment institutions receive from users exclusively for the purposes of executing a payment transaction in accordance with the second paragraph of this Article shall not present the taking of deposits from the public or provision of electronic money services according to the Act regulating banking. Article 23 (granting of loans in connection with payment services) (1) If a payment institution offers loans to users in connection with payment services, such loan may be approved only under the following conditions: 1. the loan is intended exclusively for the execution of payment transactions in connection with payment services, 2. the individual loan, including the revolving loan, shall be approved for maximum 12 months, 3. the loan shall not be covered by sources of funds that the payment institution receives from payment service users with the intention of executing a payment transaction, 4. the payment institution ensures sufficient own funds with regard to the total amount of approved loans. (2) In addition to the conditions referred to in the first paragraph of this Article, a payment institution must in connection with loans referred to in the first paragraph of this Article that are approved to consumers, also fulfil the conditions that are with regard to the approval of loans to consumers regulated by the Act regulating consumer credits. Article 24 (area of provision of payment services) (1) It shall be considered that a payment institution performs payment services in the territory of that country where: 1. it concludes legal transactions, the subject of which are payment services, or 2. it providers to users payment services through advertisements, communicated to these persons by mail or provides to users payment services in some other way in the territory of this country. (2) It shall be considered that a payment institution performs payment services in the territory of a specific country also in case if in the territory of this country it provides payment services in the manner referred to in the first paragraph of this Article through its branches, agents or directly. (3) It shall be considered that a payment institution performs payment services directly in the territory of a specific country if it performs payment services in the manner referred to in the first paragraph of this Article without the establishment of a branch and without an agent in this country. Article 25 (initial capital) (1) Legal person who applies for an authorisation for the provision of payment services as a payment institution must at the time of authorisation of the Bank of Slovenia for the provision of payment services as a payment institution hold initial capital as follows: 1. where the payment institution provides only the payment services referred to in item 6 of the first paragraph of Article 5 of this Act, its initial capital shall at no time be less than EUR ;

11 2. where the payment institution provides only the payment services referred to in item 7 of the first paragraph of Article 5 of this Act, its initial capital shall at no time be less than EUR ; and 3. where the payment institution provides any of the payment services referred to in items 1 to 5 of the first paragraph of Article 5 of this Act, its initial capital shall at no time be less than EUR (2) If a payment institution intends to perform several payment services, it must ensure initial capital in the amount stipulated for payment services for which the highest amount of initial capital is requested. (3) The following components of own funds shall be considered in the calculation of initial capital referred to in the first paragraph of this Article: 1. the paid-up capital paid-in cash and capital reserves without the consideration of capital that was paid in on the basis of cumulative preference shares and capital reserves in connection with these shares, 2. profit reserves and net profit or loss from previous period. (4) Components of own funds referred to in the previous paragraph shall apply within the meaning as stipulated in the Act regulating companies. In the application of the third paragraph for partnerships, the components of own funds shall be adjusted to components that apply to partnerships in accordance with the Act regulating companies. Article 26 (management and persons directly responsible in the payment institution for management in connection with payment services) (1) Members of management of a payment institution must, beside the general conditions that are for the members of management or supervision bodies of companies stipulated by the Act regulating companies, also have a repute required for the management of a payment institution. (2) Persons who are in a payment institution directly responsible for management in connection with payment services must have appropriate knowledge and experience to perform payment services. Unless proven otherwise, it shall be considered that a person has appropriate knowledge and experience to perform payment services if he/she has at least three years of experience with management of a company of comparable size and activities as the payment institution or with management of other comparable business. (3) The Bank of Slovenia shall obtain the information on the compliance with the conditions referred to in the first and second paragraph of this Article from the applicant for the issue of the authorisation of the Bank of Slovenia for the provision of payment services as a payment institution, from the payment institution or member of management of a payment institution, from a person who is directly responsible for management in connection with payment services or by official duty from official records of competent authorities. Article 27 (holders of qualifying holdings) (1) Holders of qualifying holdings shall mean the persons who are indirectly or directly holders of a business share, shares or other rights that ensure: 1. at least a 10-percent share of voting rights or holdings in the capital of a payment institution, or 2. share of voting rights or rights in the capital of a payment institution that is smaller than 10 percent, but enables the execution of a significant influence on the management of a payment institution.

12 (2) For reasons of ensuring sound and prudent governance of a payment institution, the holders of qualifying holdings of a payment institution shall be only persons that are considered as appropriate by the estimation of the Bank of Slovenia. (3) The Bank of Slovenia shall assess the appropriateness of holders of qualifying holdings in the light of performance and influence of a holder of qualifying holdings on the sound and prudent governance of a payment institution. Hereby, the Bank of Slovenia shall consider primarily the legal organisation form and activities that the holder provides, his/her financial positions and other characteristics, important for the assessment of his/her influence on the sound and prudent governance of a payment institution. SUBCHAPTER 3 AUTHORISATION OF THE BANK OF SLOVENIA FOR THE PROVISION OF PAYMENT SERVICES AS A PAYMENT INSTITUTION Article 28 (provision of payment services as a payment institution) (1) A payment institution can perform payment services in the territory of the Republic of Slovenia for which it has been granted an authorisation of the Bank of Slovenia. (2) A payment institution can perform only those payment services for which it is authorised to perform in the territory of the Republic of Slovenia, including: 1. in the territory of another Member State through a branch, agent or directly provided that the conditions subject to Article 42 of this Act are fulfilled, and 2. in the territory of a third country through a branch, if the branch is entered in the register of payment institutions in accordance with this Act, through an agent or directly in the territory of a third country. Article 29 (application for the issue of an authorisation) (1) It shall be necessary to enclose the following documents to the application for the issue of the authorisation of the Bank of Slovenia for the provision of payment services: 1. instrument of constitution, 2. description of payment services and other business activities that the payment institution intends to perform as well as risks to which it shall be exposed, 3. business plan of the provision of payment services for the first three business years from which the following information is derived: - calculation of the minimum own funds in the first year of business according to all three methods referred to in the second paragraph of Article 46 of this Act, - compliance of technical, organisational, personnel and other conditions for sound and prudent conduct of business of a payment institution under Article 44 of this Act, 4. evidence that the applicant has disposal of the requested initial capital referred to in Article 25 of this Act, 5. description of measures for the protection of users funds referred to in Article 59, 60 and 61 of this Act, 6. description of the governance system and internal control system referred to in Article 45 of this Act, 7. description of the intended use of agents and branches as well as outsourcing contractors for the operative tasks of payment services, 8. description of possible participation in payment systems, 9. description of internal control mechanisms that the applicant established for the compliance of the obligations in connection with money laundering and financing of terrorism in accordance with the Act regulating the prevention of money laundering and financing of terrorism, and Regulation (EC) No 1781/2006 of the European Parliament and of the Council

13 of 15 November 2006 on information on the payer accompanying transfers of funds (OJ L No. 345, , hereinafter referred to as: Regulation 1781/2006). 10. indication of persons who are holders of qualifying holdings, size of qualifying holdings and evidence on the appropriateness of the holders of qualifying holdings that is assessed in accordance with the third paragraph of Article 27 of this Act, 11. indication of persons who are members of management bodies and persons who are directly responsible for management in connection with payment services, including evidence that these persons fulfil the required conditions referred to in the first and second paragraph of Article 26 of this Act, 12. indication of certified auditors or audit companies if the annual reports of a payment institution must be audited in accordance with Article 64 of this Act and if the former have already been appointed, 13. indication of persons who have close links with the applicant, including the descriptions of these links. (2) In connection with the descriptions referred to in items 5 to 8 in the first paragraph of this Article, the applicant shall also provide a description of organisation solutions and description of internal audit proceedings that were established with the purpose to protect the interests of his users and ensure continuity and reliability of the provision of payment services. (3) The Bank of Slovenia shall prescribe a detailed content of the application for the provision of payment services as a payment institution as well as the documentation and evidence that has to be enclosed to this application. Article 30 (decision-making on the issuing of the authorisation) (1) In the decision-making on the issuing of the authorisation for the provision of payment services as a payment institution, the Bank of Slovenia shall determine if the payment institution satisfies the conditions for the provision of payment services in accordance with this Act, especially the following: 1. legal form of organisation referred to in Articles 20 to 27 of this Act, 2. sound and prudent conduct of business referred to in Article 44 of this Act, 3. governance system and internal control system referred to in Article 45 of this Act, 4. provision of minimum own funds referred to in Article 46 of this Act, and 5. safeguarding of users funds referred to in Articles 59 to 63 of this Act. (2) In the authorisation for the provision of payment services as a payment institution, the Bank of Slovenia shall specify the payment services that may be performed by a payment institution. (3) If the governance system referred to in Article 45 of this Act doesn't provide appropriate governance including all risks that the payment institution could be exposed to during the provision of payment services for which the application for the issue of authorisation is requested, and other business activities performed by the payment institution, the Bank of Slovenia may issue the authorisation for the provision of payment services as a payment institution only for specific payment services to which the application for the issue of the authorisation refers. Article 31 (refusal of authorisation) The Bank of Slovenia shall refuse the application for the issue of the authorisation for the provision of payment services as a payment institution, if: 1. the applicant doesn't satisfy the conditions referred to in the first paragraph of Article 30 of this Act;

14 2. due to close links of the applicant with other persons it is likely that the implementation of supervision over a payment institution in accordance with the provisions of this Act will be obstructed or significantly difficult; 3. under consideration of the regulations of a third country that apply to persons with whom the applicant is in a relationship of close links and practice for the implementation of these regulations, it is likely that the implementation of supervision over a payment institution in accordance with the provisions of this Act will be obstructed or significantly difficult; 4. it is likely that, due to the activities of the applicant that are not payment services, the financial stability of a payment institution will be endangered or that, due to these activities, the implementation of supervision over a payment institution in accordance with the provisions of this Act will be difficult. Article 32 (establishment of a separate legal person) If the Bank of Slovenia refuses the application for the issue of the authorisation due to the reason referred to in item 4 of Article 31 of this Act, it may inform the applicant in the explanation to the decision to refuse the application with the option to establish a separate legal person for the purpose of provision of payment services and lodge an application for the issue of the authorisation for the provision of payment services as a payment institution for this legal person if it establishes that the indicated reasons at the separate legal person won't be given again. Article 33 (extension of authorisation) (1) If a payment institution intends to commence with the provision of payment services that are not included in the already issued authorisation for the provision of payment services as a payment institution, it must obtain a decision of the Bank of Slovenia to extend the authorisation for the provision of payment services as a payment institution in advance. (2) Articles 29 to 31 of this Act shall apply mutatis mutandis for the extension of the authorisation of the Bank of Slovenia for the provision of payment services as a payment institution. Article 34 (change of circumstances after the issue of the authorisation and safekeeping of documents) (1) A payment institution must immediately inform the Bank of Slovenia of the facts and circumstances that influence the compliance of conditions referred to in the first paragraph of Article 30 of this Act and of the change of persons who are closely linked with the payment institution or of changes in these links. The properly amended documentation referred to in Article 29 of this Act must be enclosed to this notification. (2) A payment institution must keep the documentation on the compliance with the conditions for the granting and keeping of the authorisation of the Bank of Slovenia for the provision of payment services as a payment institution at least five years from the termination of the relationship or status to which they refer, except if special provisions for specific documents or information stipulate a longer safekeeping period. Article 35 (withdrawal of authorisation)

15 (1) Authorisation of the Bank of Slovenia for the provision of payment services as a payment institution shall expire entirely or partly with regard to individual payment services if the payment institution doesn't commence with the provision of payment services within one year from the issue of the authorisation or if the payment institution has ceased to provide payment services for more than six months. Authorisation of the Bank of Slovenia for the provision of payment services as a payment institution shall expire on the day of the expiration as referred to in the first sentence of this paragraph. (2) If a bankruptcy or enforced liquidation proceeding is in progress against the payment institution in accordance with the Act regulating financial business, insolvency proceedings and enforced termination, the authorisation of the Bank of Slovenia for the provision of payment services as a payment institution shall expire entirely on the day of the commencement of the bankruptcy or enforced liquidation proceeding. The decision on the commencement of the bankruptcy or enforced liquidation proceeding against a payment institution shall be served by the court to the Bank of Slovenia. (3) Authorisation of the Bank of Slovenia for the provision of payment services as a payment institution shall expire entirely if the competent bodies of the payment institution adopt a decision on the liquidation of the payment institution. The authorisation shall expire in case of the liquidation of the payment institution on the day when the payment institution is deleted from the court register. (4) Authorisation of the Bank of Slovenia for the provision of payment services as a payment institution shall expire entirely or partly if the competent bodies of the payment institution adopt a decision on the change of activities of the payment institution, so that the payment institution entirely or partly ceases to perform payment services. Authorisation of the Bank of Slovenia for the provision of payment services as a payment institution shall expire in the cases referred to in this paragraph on the day of the entry of the decision on the change of activities into the court register. (5) A payment institution must immediately inform the Bank of Slovenia of the origin of circumstances referred to in the first paragraph of this Article. With regard to the decision referred to in the third and fourth paragraph of this Article, a payment institution must inform the Bank of Slovenia immediately after the adoption. (6) If circumstances referred to in paragraphs 1 to 4 of this Article arise, the Bank of Slovenia shall issue a decision by which it determines that the authorisation for the provision of payment services as a payment institution has entirely or partly expired. (7) On the day of expiry of the authorisation for the provision of payment services as a payment institution, in accordance with paragraphs 1 to 4 of this Article, a payment institution shall not be permitted to enter into new transactions in connection with the provision of payment services for which the authorisation has expired. SUBCHAPTER 4 PROVISION OF PAYMENT SERVICES THROUGH BRANCHES, AGENTS AND OUTSOURCING CONTRACTORS Article 36 (agents and branches) (1) A payment institution that intends to perform payment services through a branch in the host country or third country or through an agent in the Republic of Slovenia or host country, it must communicate this to the Bank of Slovenia. (2) Notification on the provision of payment services through an agent in the Republic of Slovenia or host country must contain the following information: 1. firm and head office or name and address of permanent residence of the agent in the Republic of Slovenia or host country, 2. description of the internal control mechanisms that will be used by agents in order to comply with the obligations in relation to money laundering and financing of terrorism in

16 accordance with regulations regulating the prevention of money laundering and financing of terrorism; 3. indication of persons who are members of management bodies of agents and persons who are directly responsible for management of the agent in connection with payment services, including evidence that these persons fulfil the conditions referred to in Article 26 of this Act, 4. description of payment services that the payment institution intends to perform through an agent. (3) Notification on the provision of payment services through a branch in the host country or third country must contain the following information: 1. firm and address of the branch in the host country or third country, 2. description of the organisation structure of the branch, 3. indication of persons who are members of management bodies of a branch and persons who are directly responsible for management of the branch in connection with payment services, including evidence that they fulfil the conditions referred to in Article 26 of this Act, 4. description of payment services that the payment institution intends to perform through a branch. (4) A payment institution shall inform the Bank of Slovenia of the establishment of the first branch in an individual host country or third country. For the purposes of this Act, all business units and branches that are established in the same host country or third country by the payment institution shall be considered as one branch. (5) A payment institution must immediately inform the Bank of Slovenia of the change of circumstances referred to in the second and third paragraph of this Article, especially with regard to the termination of the provision of payment services through an individual agent in the Republic of Slovenia or host country and to the termination of the provision of payment services through a branch in an individual host country or third country. Article 37 (business of an agent and branch) (1) A payment institution may commence with the provision of payment services through a branch or through an agent in a host country if the conditions referred to in the first paragraph of Article 42 of this Act are fulfilled. A payment institution or payment institution with suspension can commence with the provision of payment services through a branch in a third country or through an agent in the Republic of Slovenia when the branch or agent was entered into the register of payment institutions in accordance with this Act. (2) A payment institution may perform payment services through an individual agent only in the territory of that Member State where it is entered into the register of payment institutions with this agent. (3) A payment institution must ensure that its branch in a third country and its agent in the Republic of Slovenia or host country will, in an appropriate manner, inform its users that it operates for the account of a payment institution. Article 38 (execution of operative tasks through outsourcing operators) (1) A payment institution that intends to perform individual operative tasks in connection with the provision of payment services through outsourcing operators must inform the Bank of Slovenia of the matter. (2) A payment institution may transfer the execution of important operative tasks in connection with the provision of payment services to outsourcing operators if the following conditions are satisfied: