Bank of Slovenia sets rules on significant shareholding documentation

The Bank of Slovenia Council has adopted a decision setting out the documentation and information that prospective acquirers must submit to obtain an assessment of the suitability of a significant shareholding in Slovenian financial institutions. The decision, published in Uradni list Republike Slovenije (issue 1407/2026, dated 8 September 2026), enters into force fifteen days after publication.

The decision is issued on the basis of Article 9(5) and Article 267(1) of the Banking Act (ZBan-4) (Uradni list RS, no. 15/26) and Article 31(1) of the Bank of Slovenia Act. It was signed in Ljubljana on 3 September 2026 by Primož Dolenc, President of the Bank of Slovenia Council, under reference Št. 029/2026 (EDA 2026-5023912000-0032).

Scope and threshold

The decision applies to any prospective acquirer (nameravani pridobitelj) seeking a significant shareholding in a bank, savings bank, credit company, or a financial or mixed financial holding that has obtained approval under Article 108 of ZBan-4. It defines the “target entity” as either a financial-sector or a non-financial-sector entity.

The threshold (prag) triggering the assessment is set as the greater of two ratios:

• the ratio between the purchase price of the significant shareholding and the acquirer’s eligible capital; or
• the ratio between the book value of the significant shareholding and the acquirer’s eligible capital.

Where the intended acquisition follows previous acquisitions of stakes in the same target entity made within the last twelve consecutive months, the threshold is the sum of the thresholds for all completed acquisitions plus the intended one.

Required documentation

The decision distinguishes between general documentation and additional information. General documentation (Article 4) covers information on the target entity and on the stake to be acquired, including:

• basic data on the target entity (name, seat, address, registration number) and a description of its business;
• the acquirer’s existing direct and indirect stake in capital and voting rights, and the stake to be acquired;
• the intended purchase price, financing method and timeframe, and the consent of the acquirer’s management and/or supervisory bodies;
• the business strategy and rationale for the acquisition, including whether it is a strategic or portfolio investment, and the exit strategy;
• the expected impact on capital, capital adequacy, liquidity and other requirements under Regulation (EU) 575/2013 and ZBan-4.

Additional information for control acquisitions

Where the acquisition would make the target entity a subsidiary of the acquirer, additional information (Article 5) is required, including:

• financial projections for at least three years after the acquisition, based on a baseline and a stress scenario;
• projections of compliance with regulatory requirements for at least three years, covering capital, capital adequacy, liquidity, leverage, large exposures and other ZBan-4 requirements;
• an assessment of the impact on the level and management of risks, including credit, market, liquidity, leverage, operational, ICT and cybersecurity, outsourcing, money-laundering and terrorist-financing, and ESG risks;
• a description of the accounting treatment of goodwill or badwill, where relevant.

Entry into force and impact

The decision takes effect fifteen days after its publication in Uradni list RS. It will cease to apply on the date the regulatory technical standards under Article 27b(7) of Directive 2013/36/EU enter into force, which will set the minimum list of information that a prospective acquirer must submit to the competent authority.

For any investor or company planning to acquire a qualifying stake in a Slovenian bank, savings bank, credit company or financial holding, the decision clarifies exactly what evidence the supervisor expects, from ownership structure and financing details to multi-year stress-tested projections. It gives market participants a predictable, transparent framework for the suitability assessment introduced by the new Banking Act ZBan-4.

Source: Uradni list Republike Slovenije, issue 1407/2026, 8 September 2026, Section I, p. 1 (official reference: 2026-01-2067, Št. 029/2026, EDA 2026-5023912000-0032).