CROATIA: INVESTMENT CLIMATE STATEMENT 2006

UNCLAS SECTION 01 OF 14 ZAGREB 000045

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SUBJECT: CROATIA: INVESTMENT CLIMATE STATEMENT 2006

REF: 05 STATE 202943

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1. SUMMARY: Only in recent years has Croatia begun
to emerge as an attractive destination for
investment. Croatia lagged behind many of the
other countries of Central and Eastern Europe in
attracting foreign investment following the fall of
the Berlin Wall, partly as a result of the conflicts
surrounding the break up of the former Yugoslavia,
but also as a result of its slowness to embrace
reform. Since 2000, two successive governments have
sought to address bureaucratic inertia, red tape and
a dysfunctional legal system that have stymied
investment and economic growth. These efforts
appear to be bearing fruit. Croatia got a major
boost when it opened negotiations for European Union
accession in October 2005. Coupled with recent
initiatives to streamline government bureaucracy,
facilitate property sales and ease a backlog of
cases in the chronically inefficient legal system,
Croatia has begun to take important steps to attract
investment and boost economic growth.


2. However, significant problems still remain. A
lack of transparency in both business and government
leads to allegations of insider deals and
corruption. Legislation is frequently changed with
little or no consultation of affected industries.
Government tenders are crafted in ways to produce
pre-determined outcomes, winning contracts for
favored companies or individuals. Nevertheless,
many of the mainly European investors who entered
the Croatian market early have enjoyed steady growth
over the years, despite the vagaries of doing
business in a transitional economy. With a
developed transportation and communication
infrastructure, a generally well-educated workforce
and preferential access to EU markets, Croatia
appears set to continue its recent economic growth,
creating growing opportunities for investment as its
economy begins to align itself with Europe. END
SUMMARY


A.1 Openness to Foreign Investment


3. Croatia is open to foreign investment. The
Croatian government has set a goal of increasing
foreign investment and has begun to undertake long
overdue measures to improve the investment climate
in the country, hoping to build on recent positive
trends that include a stable macroeconomic
environment and the prospect of EU membership.
Generally, most of the problems faced by foreign
investors also confront domestic companies, such as
needlessly complex bureaucracy.


4. Despite recent progress, however, Croatia still
poses challenges for foreign investors. The legal
system is often ineffective, government regulations
opaque and needlessly complex and a lack of
transparency creates an environment in which
personal and political loyalty sometimes trumps
economic merit in business and government. Although
there are laws that govern the sanctity of
contracts, the current backlog of cases prevents
effective enforcement, as cases can take several
years just to come to court. Judicial reform is
underway, but the inability to obtain timely
judicial remedy in a dispute has hindered investment
in Croatia.


5. The government's e-government initiative "HITRO"
(www.hitro.hr) became operational in 2005, with an
on-line business registration component intended to
reduce the time it takes to register a business to
four days. Business registration is the first step
in a plan to make more government services available
on-line in coming years. Reform of the notoriously
inefficient judicial system is also underway, as is
reform of land registries, which includes the
digitization of land records.


6. The Agency for Trade and Investment Promotion
was given a new mandate in 2005 to assist potential
investors in Croatia, with specialists available in

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strategic planning, investment support and export
support. The Agency is also active in advising the
government on how to make Croatia's regulatory
environment more transparent and competitive.


7. Croatia's legal framework accords equal rights
to foreign and domestic investors, although Croatia
has no unified commercial code. The Internet
website of the Croatian Chamber of Economy
(www.hgk.hr) provides a useful English-language
guide, "How to Start Up an Enterprise in Croatia,"
as well as sector-specific and general reports. The
Zagreb Stock Exchange's website (www.zse.hr) posts
English-language translations of key laws in force.


8. The Company Act defines the forms of legal
organization for domestic and foreign investors.
The following are permitted for foreigners: general
partnerships, limited partnerships, branches,
limited liability companies, and joint stock
companies. The Law on Ownership and Other Property
Rights permits acquisition/ownership by foreigners
with the approval of the Ministry of Foreign Affairs
and Ministry of Justice and on the basis of
reciprocity (reciprocity exists with the United
States). However, a foreign investor, incorporated
as a Croatian legal entity, may acquire/own property
without ministry approval. Purchasing by any
private party of certain types of land (principally
land directly adjacent to the sea) or in certain
geographically designated areas is restricted.


9. In privatization, especially of tourism assets
along the coast, local governments have occasionally
voiced opposition to foreign investment and thrown
up barriers to block or limit development,
particularly through the non-issuance of
construction and use permits. In other cases,
offers from foreign firms for resorts and
agricultural companies were disqualified without
adequate explanation, leading to allegations of
irregularities and speculation of insider influence
to produce a favored outcome.


A.2 Conversion and Transfer Policies


10. The Croatian constitution guarantees the free
transfer and repatriation of profits and invested
capital for foreign investments. Article VI of the
U.S. Croatia Bilateral Investment Treaty (BIT)
establishes protection for American investors from
government exchange controls that limit current and
capital account transfers, and limits on inward
transfers made by screening authorities. The BIT
obliges both countries to permit all transfers
relating to a covered investment to be made freely
and without delay into and out of each other's
territory. The Croatian Foreign Exchange Law
permits foreigners to maintain foreign currency
accounts and to make external payments.


11. The Foreign Exchange Law also defines foreign
direct investment (FDI). For example, use of
retained earnings for new investments/acquisitions
is considered FDI, whereas investments made by
institutional investors such as insurance, pension
and investment funds are not considered FDI. The
law also liberalizes foreign exchange transactions
for Croatian entities and individuals allowing them
to invest abroad. Generally, this law liberalized
foreign exchange transactions, but it also
introduced criteria for the possible imposition of
capital controls. The full potential impact of this
law and its consistency with investment protection
treaties, including the U.S. BIT, is undetermined,
and prospective investors should review the
legislation carefully.


12. The U.S. Embassy has not received any
complaints from American companies regarding
transfers and remittances.


A.3 Expropriation and Compensation


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13. There have been no cases of expropriation of
foreign investments by the government since Croatia
became independent. Article III of the BIT covers
both direct and indirect expropriations. The BIT
bars all expropriations or nationalizations except
those that are for a public purpose, carried out in
a non-discriminatory manner, are in accordance with
due process of law, and are subject to prompt,
adequate and effective compensation.


14. Croatian law gives the government broad
authority to expropriate property under various
economic and security related circumstances. The
law provides for an appellate mechanism to challenge
expropriation decisions by means of a complaint to
the Ministry of Justice within 15 days of the
expropriation order. The law, however, does not
describe the Ministry's adjudication process and the
fact that the Ministry of Justice represents the
government, which initiates expropriations, is an
area of potential concern for investors.


A.4 Dispute Settlement


15. Partly because of the low level of U.S.
investment in recent years (aside from portfolio
investment),there have been few instances of
investment disputes involving U.S. companies. As a
result of the very long timeframes involved in
obtaining judgments in court, it is likely that
companies try to resolve disputes informally, often
attempting to use political or personal connections.
The government is currently working to reduce court
backlogs and to encourage the use of alternative
dispute settlement.


16. The government has begun efforts to reform the
judiciary, including reducing the backlog of cases,
reforming the land registry, training court officers
and reducing the backlog and length of bankruptcy
procedures. Twelve reform measures were announced
for 2005, including digitizing land records,
centralizing payment for court services, and
limiting the number of times a county court can rule
on a case. An important move to lessen the backlog
of cases was the redistribution of 26,000 cases from
over-burdened courts to less burdened courts.
However, the greatest cause of the backlog is the
enforcement of judgments. Enforcement and execution
of judgments remain a problem for the courts. The
Ministry of Justice's reform plan is available on
its website under "e-pravosude" at
www.pravosudje.hr.


17. The Law on Bankruptcy establishes deadlines
that force companies to enter bankruptcy
proceedings. Bankruptcy and foreclosures have
traditionally been slow and inefficient in Croatia.
The Ministry of Justice announced in 2005 that
streamlining bankruptcy procedures is a priority.
The World Bank has estimated that the recovery rate
in Croatia is approximately a third of the
Organization for Economic Cooperation and
Development (OECD) average, and somewhat worse than
the regional average.


18. The Commercial Court has exclusive jurisdiction
over bankruptcy matters. A bankruptcy tribunal
decides on initiating formal bankruptcy proceedings,
appoints the trustee, reviews creditor complaints,
approves the settlement for creditors, and decides
on the closing of proceedings. The bankruptcy judge
supervises the trustee (who represents the debtor)
and the operations of the creditors' committee. A
creditors' committee is convened to protect the
interests of all creditors during the proceedings,
to oversee the trustee's work and to report back to
the creditors. The law establishes the priority of
creditor claims, assigning higher priority to those
related to taxes and revenues of state, local and
administration budgets. The law also allows for a
debtor or the trustee to petition to reorganize the
firm, an alternative aimed at maximizing asset
recovery and providing for fair and equitable
distribution among all creditors.

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19. Arbitration is available, if underused. Within
the Croatian Chamber of Economy, there is a
permanent arbitration court that has been in
existence since 1965. Arbitration is voluntary and
conforms to United Nations Commission on
International Trade Law (UNCITRAL) model procedures.
The court reviews 30 to 40 cases per year, of which
40% are international cases. There have been five
cases of a U.S. company submitting to arbitration in
this venue.


20. The English-language text of the Law on
Arbitration can be found on the website of the
Croatian Chamber of Economy (www.hgk.hr). The law
covers domestic arbitration, recognition and
enforcement of arbitration rulings, jurisdictional
matters, and procedures. Once a dispute has been
arbitrated the decision is executed upon notice from
the court to the obligatory party. If no payment is
made by the established deadline, then the party
benefiting from the decision notifies the commercial
court and the commercial court becomes responsible
for enforcing compliance. Rulings of the
arbitration court have the force of a final
judgment, but can be appealed within three months.


21. Article X of the BIT sets forth several means
for resolution of investment disputes, defined as
any dispute arising out of or relating to an
investment authorization, an investment agreement,
or an alleged breach of rights conferred, created,
or recognized by the BIT with respect to a covered
investment. For more information on the BIT
arbitration provisions, see www.mac.doc.gov/Tcc/e-
guides/eg_bits (under "Croatia").


22. Croatia is a signatory to the following
international conventions regulating the mutual
acceptance and enforcement of foreign arbitration:
the 1923 Geneva Protocol on Arbitration Clauses, the
1927 Geneva Convention on the Execution of Foreign
Arbitration Decisions, the 1958 New York Convention
on the Acceptance and Execution of Foreign
Arbitration Decisions, and the 1961 European
Convention on International Business Arbitration.
In 1998 Croatia ratified the Washington Convention -
the International Center for the Settlement of
Investment Disputes (ICSID),and it became effective
on October 22, 1998.


23. The Croatian constitution provides for an
independent judiciary. The judicial system consists
of courts of general and specialized jurisdictions,
whose core structure is: Supreme Court, County
Courts, Municipal Courts, and the Magistrate/Petty
Crimes Courts. Specialized courts include the
Administrative Court and High Commercial and Lower
Commercial Courts. There is also a Constitutional
Court which determines the constitutionality of laws
and government actions and protects and enforces
constitutional rights. Municipal courts exercise
original jurisdiction over civil and
juvenile/criminal cases. The High Commercial Court
is located in Zagreb and has appellate review of
lower commercial court decisions. Modification of
lower court decisions by the High Commercial Court
may be appealed to the Supreme Court.


24. The Administrative Court has jurisdiction over
the decisions of administrative bodies of all levels
of government. The Supreme Court, under certain
circumstances, may review decisions. The Supreme
Court is the highest court in the country and as
such enjoys jurisdiction over all civil and criminal
cases. It hears appeals from County, High
Commercial, and Administrative Courts.


25. Because of the inefficiency and other
weaknesses in the judiciary, execution of judgments
remains problematic. According to the provisions of
the Law on Enforcement, a judgment made by a judge
or panel of judges to order payment or direct
actions to be taken or ceased must be executed
immediately per such decision. Current practice,
however, delays enforcement until all appeals are

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decided. The Ministry of Justice is working to
strengthen implementation of the Law in order to
decrease the current backlog of enforcement cases.
Article 17 of the Law on Enforcement states that
foreign judgments may be executed only if the
"judgment fulfills the conditions for recognition
and execution as prescribed by an international
agreement or the law."


A.5 Performance Requirements/Incentives


26. Croatian law does not impose performance
requirements on foreign or domestic investors.
Article VII of the BIT prohibits mandating or
enforcing specified performance requirements as a
condition for the establishment, acquisition,
expansion, management, conduct, or operation of a
covered investment. The list of prohibited
requirements is exhaustive and covers domestic
content requirements and domestic purchase
preferences, the "balancing" of imports or sales in
relation to exports or foreign exchange earnings,
requirements to export products or services,
technology transfer requirements, and requirements
relating to the conduct of research and development
in the host country. Article VII makes clear,
however, that a party may impose conditions for the
receipt or continued receipt of benefits and
incentives.


27. In late 2004, the Ministries of Economy and
Defense agreed to introduce offsets (a requirement
for local sourcing of a portion of the contract) for
defense procurements over 2 million euros, and the
Ministry of Economy said it was looking at
introducing offsets in other areas, however no such
action has been undertaken.


28. The Investment Promotion Law offers potentially
significant incentives to investors such as limited
employee subsidies and assistance with re-training,
as well as customs relief for capital equipment
imports. It provides for a number of incentives
which apply only to investments in new companies,
except if the investment is in the tourism sector,
in which case already existing companies can make
use of the incentives. The law also offers
investors access to government-owned real estate and
construction rights on preferential terms. The text
of the law is available on the Croatian National
Bank site (www.hnb.hr).


29. Article 26 of the Profit Tax Law also covers
tax incentives for investment. The law applies to
both domestic and foreign investors if they meet
certain criteria. Incentives include: 10% corporate
tax for ten years for companies that invest 4
million HRK (approximately $655,000 and create 10
new jobs; 7% corporate tax for ten years for
companies that invest 10 million HRK (approximately
$1.6 million) and create 30 new jobs; 3% corporate
tax for ten years for companies that invest 20
million HRK (approximately $3.2 million) and create
50 new jobs; 0% corporate tax for ten years for
companies that invest 60 million HRK (approximately
$9.8 million) and create at least 75 new jobs.


30. Incentive measures refer to investment in the
following: new equipment and modern technology, new
production processes and new products, greater
employment and education of workers, modernization
and growth of business, development of production
with a higher level processing, and an increase in
exports.


31. The Investment Promotion Law also provides a
one-time lump sum subsidy of 15,000 HRK
(approximately $2,600) for each new employee hired
as a result of new investment. Investors may also
be eligible to receive assistance from the
government to offset costs of employee re-training.
However, an apparent lack of implementing
regulations has delayed implementation of this
incentive. The government may offer real estate (or
permits or infrastructure) to an investment either

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cost-free or on a preferential basis. Finally, the
government will allow the duty-free importation of
capital equipment for the investment.


32. The Croatian government also offers concessions
for business activity carried out in "areas of
special state concern" (those areas most affected by
the 1991-95 war). Activities in customs free zones
are taxed at a lower corporate tax rate and
concessions are awarded under the current Law on
Free Zones. Also, for a period of ten years from
when the Profit Tax Act was enacted in October 2003,
no profit tax will be paid for business operations
in those FTZs located in the Vukovar and Srijem
Counties.


33. The Trade and Investment Promotion Agency can
be helpful in identifying and applying for
investment incentives. Also, the (separate) Office
of Investment Promotion in the Ministry of Economy
can be helpful in looking for incentive information.
Further information can be found on their website at
www.mingo.hr.


34. Croatia's WTO Trade Related Investment Measures
(TRIMs) agreement went into effect in 2000. Croatia
has no trade-related investment measures in place at
the present time, nor does the government intend to
introduce any such measures in the future.
Accordingly, Croatia did not seek to list any
measures for elimination under the provisions of the
WTO Agreement on TRIMs. Croatia committed to
maintaining measures consistent with the TRIMs
agreement and has applied the TRIMs agreement from
the date of accession without recourse to any
transition period.


35. Foreign investors will find that the process of
obtaining business visas is straightforward. For
information on obtaining business and work permits,
please contact a Croatian embassy or consulate or
visit Embassy Zagreb's website (www.usembassy.hr,
see Consular Section, American Citizen Services).


A.6 The Right to Private Ownership and
Establishment


36. Both foreign and domestic legal entities have
the right to establish and own businesses and engage
in remunerative activity.


37. Article 49 of the Constitution provides
assurances that all entrepreneurs have equal legal
status and that monopolies are forbidden. The
Competition Act defines the rules and methods for
promoting and protecting competition. This law, and
information about the Croatian Competition Agency
can be found at www.crocompet.hr. In theory,
competitive equality is the standard applied to
private enterprises in competition with public
enterprises with respect to market access, credit
and other business operations, such as licenses and
supplies. In practice, however, state-owned
enterprises and "strategic" firms continue to
receive preferential treatment, including government
bailouts and subsidies.


A.7 Protection of Property Rights


38. The right to ownership of private property is
established in the Croatian Constitution and
numerous acts and regulations safeguard this right.
A foreign physical or legal person incorporated
under Croatian law is considered to be a Croatian
legal person. The Law on Ownership and Property
Rights establishes procedures for foreigners to
acquire property by inheritance as well as legal
transactions such as purchases, deeds, and trusts.
The right of foreigners to acquire property in
Croatia is based on reciprocity. The U.S. and
Croatia share reciprocity in this area. Foreign
investors, incorporated as a Croatian legal entity,
may acquire and own property without restriction.
Both Croatian and foreign citizens may mortgage

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property and pledge real and tangible property.


39. In order to acquire property by means other
than inheritance or as an incorporated Croatian
legal entity, foreign investors require the approval
of the Ministry of Foreign Affairs (MFA) and the
Ministry of Justice. Approval often takes several
months owing to a lengthy interagency clearance
process that requires advisory opinions from local
authorities. MFA approval is required before a
foreign investor may be entered into the official
land registry.


40. Clarifying Croatia's land registry system is an
on-going process and while Croatia has made progress
resolving a backlog of cases, potential investors
should seek a full explanation of land ownership
rights before purchasing property. It is highly
advisable to seek competent legal advice in this
area (see www.usembassy.hr, Consular section for a
list of English-speaking attorneys),as there are
sometimes ambiguous and conflicting claims to
property, making it necessary to verify that the
seller possesses clear title before.


41. Some aspects of land ownership, as distinct
from ownership of objects, are not clear. Investors
interested in acquiring companies from the Croatian
Privatization Fund should seek expert legal advice
to determine whether any deal also includes the
right to ownership of the land on which an object is
located, or merely the right to lease the land
through a concession. The various Croatian laws on
privatization are not clear on this point.


42. Inconsistent regulations and restrictions on
coastal property ownership and construction have in
the past provided challenges for foreign investors.
Legislation passed in 2004 restricts coastal
construction and commercial use within 70 meters of
the coastline.


43. Croatia has intellectual property rights
legislation, including the Patent Law, Trademark
Law, Industrial Design Law, Law on the Geographical
Indications of Products and Services, Law on the
Protection of Layout Design of Integrated Circuits,
and Law on Copyrights and Related Rights. The
problems that exist, particularly in patent rights,
arise out of weak enforcement or delays in companies
receiving registration, thus reducing the value of
their patents. Also, the Agency for Medical
Products, which is separate from the Patent Agency,
does not require license seekers to submit
information on existing patents. Croatia is on the
U.S. Special 301 Watch List for failing to protect
U.S. intellectual property rights, principally
through extremely long delays in marketing
authorization for new drugs and weak enforcement of
patent rights. Problems also exist in the
protection of trademarks and copyrights, but at a
much lower level.


44. As a full WTO member, Croatia is a party to the
Uruguay Round Agreement on Trade-Related
Intellectual Property Rights (TRIPS). A WTO/TRIPS
Working Group in June 2001 accepted Croatia's IPR
legislation. Texts of these laws are available on
the website of the State Intellectual Property
Office: www.dziv.hr. Croatia is also a member of
the World Intellectual Property Organization (WIPO).
For a list of international conventions to which
Croatia is a signatory, consult the State
Intellectual Property Office's website.


A.8 Transparency of the Regulatory System


45. Together with Croatia's ineffective legal
system, a lack of transparency in both business and
government has presented one of the greatest
challenges to investors. Croatia is under pressure
to increase transparency and its commitments to
adopt EU laws, norms, and practices, as well as the
obligations of its IMF Stand-by Arrangement, World
Bank structural adjustment loans, and WTO membership

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provide steady pressure for reform.


46. Bureaucracy is also a major challenge for
foreign investors, although the government has made
progress in this area, particularly through the
development of its e-government initiatives.
Property registration, for example, has
traditionally been notoriously inefficient,
sometimes taking up to several years. However,
recent reforms and the digitization of the land
registers are hopeful signs that this problem will
be mitigated in the near future. A valuable source
of analysis is located on the website of the
Croatian office of the World Bank, at
www.worldbank.hr. Click on the link for the "Doing
Business in Croatia Forum."


47. While the regulatory system does not
specifically discriminate against foreign investors,
certain large national (and in some cases, foreign)
companies often exert substantial influence over
regulation to the detriment of new entrants.
Transparency in developing legislation and
regulation is hampered by an inefficient public
administration, a lack of intra-governmental
coordination, and reliance on expert advice from
national champions, potentially giving the latter a
privileged position in influencing new regulations.
Legislation is generally crafted within the ruling
party with little or no public debate beforehand. A
lack of coordination within the government
frequently means laws and regulations are not
debated or cleared through other ministries or
agencies. While foreign investors are seldom given
a chance to comment on new regulations, neither are
most Croatian investors. This leads to confusing
and badly drafted legislation or regulations, which
are subject to frequent changes and delays in
implementation, or no implementation.


48. Taxation in Croatia is relatively high but in
line with norms for the region. Reform priorities
for 2005 included increasing fiscal transparency and
reducing the direct tax burden. For a detailed
description of extant tax legislation, please
consult the Tax Administration's website at
www.pu.mfin.hr/en. Detailed information about
customs can be found at www.carina.hr.


49. As of December 2005, tax on corporate income is
20%. There is a 15% tax on interest revenue and
royalties. In 2005, tax on dividends was
eliminated as a spur to investment. The Institute
of Public Finance maintains a useful table of
Croatian taxes at www.ijf.hr/eng/taxguide/taxtable,
and the Ministry of Finance maintains information at
www.pu.mfin.hr/en.


A.9 Efficient Capital Markets and Portfolio
Investments


50. The capital markets in Croatia have been
growing steadily since 1991. Croatian firms tend to
use more debt and less equity financing than
comparable U.S. firms. The growth of pension funds
and further privatization, including through the
stock exchanges, should further encourage the
market.


51. In 2006, Parliament is expected to approve the
amended Investment Fund Law which provides for the
establishment of derivative funds, index funds and
other funds in accordance with EU legislation.


52. On January 1, 2006, CROSEC (Croatian Securities
and Exchange Commission) HAGENA (the Pension
Insurance and Fund Supervising Agency),and the
Directorate for Supervision of Insurance Agencies
merged into one agency called the Agency for
Supervision of Financial Services (ASFS),headed by
the Directorate for Supervision of Agencies.


53. The privatized and consolidated banking sector
is advanced and is becoming more competitive. More
than 90% of the total assets of the banking sector

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are foreign owned. By the end of September 2005,
there were 34 commercial banks and four savings
banks, whose assets totaled 246 billion HRK ($40
billion). Zagrebacka Bank (25%) and Privredna Bank
(18%) are the two largest banks per percentage of
total bank assets in Croatia.


54. Croatia's markets are open to both domestic and
foreign investment equally. There are no
restrictions that would disrupt foreign investment
in the securities market and other markets in
Croatia. Foreign residents may open non-resident
accounts and may do business both domestically and
abroad. Article 24 of the Foreign Currency act
states that non-residents may subscribe, pay in,
purchase or sell securities in the Republic of
Croatia in accordance with regulations governing
securities transactions. Non-residents and
residents are afforded the same treatment in
spending and borrowing. These and other non-
resident financial activities regarding securities
are covered by Articles 24, 25 and 27 of the Foreign
Currency Act, which can be viewed on the Central
Bank website (www.hnb.hr).


55. The government uses the market to finance
government expenditure. Government debt instruments
must be bought through an intermediary such as a
commercial bank, and are tradable on exchanges.


56. Currently, securities are traded on the Zagreb
Stock Exchange (ZSE),established in 1991, and to a
lesser extent on the Varazdin Stock Exchange (VSE),
which was established in 1993 as an over-the-counter
(OTC) market and registered as a Stock Exchange on
July 16, 2002.


57. The Securities Law requires that all companies
with more than 100 shareholders and with share
capital of at least HRK 30 million (approximately
$4.9 million) list on the newly established
quotation for public stock companies (JDD) on one of
the two stock exchanges in-country, Zagreb or
Varazdin. The intention was to increase
transparency and encourage companies to obtain low
cost equity financing, which would result in
increased turnover and traded volumes.


58. Croatia's mechanism for raising long-term
capital received a big boost following the
government's introduction of EU Pillar II pension
reform on January 1, 2002. All Croatian workers
under age 40 are required to pay five percent of
their gross salary into a pension fund of their
choice. EU Pillar III (additional voluntary savings
with government matching of 25%) has also been
introduced. Croatian financial markets are
benefiting from the infusion of capital.


59. Transactions on the Zagreb Stock Exchange in
2004 were 23.8 billion HRK (approximately $3.8
billion),of which 17.8 billion HRK (approximately
$2.9 billion) was in institutional turnover. As of
December 2005, transactions totaled 32 billion HRK
(approximately $5.2 billion) of which 23 billion HRK
(approximately $3.7 billion) was institutional
turnover. In 2004, transactions on the Varazdin
Stock Exchange totaled 1.3 billion HRK
(approximately $200 million) and, as of December
2005, 2.1 billion HRK (approximately $340 million).


60. There are three tiers of securities traded on
the ZSE. Companies must meet high disclosure and
operating requirements to be fully listed (quotation
I). A detailed explanation of all requirements is
provided at www.zse.hr in English. Only five
companies are fully listed:
Pliva (pharmaceuticals)
Podravka (food processing)
Croatia Osiguranje (insurance)
Istraturist (tourism)
Medika (medical equipment)


61. On the Varazdin Stock Exchange (www.vse.hr)
Varteks d.o.o. is traded in quotation I, in addition
to three Republic of Croatia bonds and one series of

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City of Koprivnica bonds.


62. The Croatian Chamber of Economy provides a
useful summary of the capital markets in Croatia at:
www.hgk.hr.


A.10 Political Violence


63. Political violence is low in Croatia. In late
e
1995, the conclusion of the Erdut Agreement and the
Dayton Peace Accords ended the wars on Croatian
territory that followed the break-up of Yugoslavia.
In May 2002, Croatia was accepted into NATO's
Membership Action Plan, underscoring the improved
relationship between Croatia and the international
community. Relations with neighbors have improved
steadily in the last few years, and minority parties
are represented in the current ruling coalition.


64. There is little domestic anti-American
sentiment. There have been no incidents involving
politically motivated damage to American projects
and/or installations in Croatia.


A.11.a Corruption


65. Although Croatia is not a uniquely corrupt
country, corruption is still a problem and is
perceived to be widespread. In the 2005 Corruption
Perception Index survey compiled by Transparency
International (TI),an international watchdog
organization for corruption, Croatia received an
index score of 3.4 out of 10 (ten being "highly
clean"),reflecting a slight decrease from the
rating of 3.5 in 2004.


66. The Minister of Justice has made the battle
against corruption a priority. A new National
Strategy for the Battle Against Corruption and
Organized Crime was drafted in late 2005 and is
awaiting parliamentary approval. Most observers
consider that corruption is a problem of opportunity
and that continued reforms of the bureaucracy and
judiciary, combined with pressure from the
international business community and the EU, will
result in greater transparency and accountability.


67. Croatia has ratified the Council of Europe
Criminal Law Convention on Corruption, the Council
of Europe Civil Law Convention on Corruption, the
United Nations Convention Against Transnational
Organized Crime and the United Nations Convention
Against Corruption.


68. Croatia is a member of GRECO (the Group of
States Against Corruption),a peer monitoring
organization that allows members to assess
anticorruption efforts on a continuing basis. A
recent evaluation of Croatia (Second Evaluation
Round, Jan. 1, 2003 - Dec. 31, 2005),including
suggestions and opinions on Croatia's progress in
its fight against corruption, can be found on
GRECO's website (www.greco.coe.int).


69. In 2001, the government set up the Office for
the Prevention of Corruption and Organized Crime
(USKOK). Its investigative powers were strengthened
to close gaps in its authority to manage criminal
investigations. However, Croatia's institutional
ability to combat corruption remains unproven. The
failure of USKOK to secure more than a few
indictments demonstrates the immaturity of the
Croatian judicial system to handle corruption
investigations, stemming in part from the lack of a
common definition of what constitutes corruption.
The U.S. and EU are working with Croatian
authorities to build capacity to fight organized
crime and corruption.


A.11.b Bilateral Investment Agreements


70. Croatia does not have a foreign investment law;

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foreigners receive national treatment under existing
legislation. In addition, investments by American
citizens are covered by the U.S. Croatian Bilateral
Investment Treaty (BIT),which entered into force in
June 2001. The treaty fulfills the principal U.S.
objectives for agreements of this type:

-- All forms of U.S. investment in the territory of
Croatia are covered;

-- Covered investments receive the better of
national treatment or most-favored-nation (MFN)
treatment, both while they are being established and
thereafter, subject to certain specified exceptions;

-- Specified performance requirements may not be
imposed upon or enforced against covered
investments;

-- Expropriation is permitted only in accordance
with customary international law standards;

-- Parties are obligated to permit the transfer, in
a freely usable currency, of all funds related to a
covered investment, subject to exceptions for
specified purposes;

-- Investment disputes with the host government may
be brought by investors, or by their covered
investments, to binding international arbitration as
an alternative to domestic courts.


71. For further information about BITs and for the
text of the U.S.-Croatian BIT please see
www.mac.doc.gov/Tcc/e-guides/eg_bits (under
"Croatia").


72. Croatia has signed investment protection
treaties/agreements with the following countries,
however, not all have entered into force:

Albania, Argentina, Austria, Belgium, Belarus**,
Bulgaria, Bosnia and Herzegovina, Czech Republic*,
Chile, Denmark, Egypt, Finland, France, Greece,
Germany, India, Indonesia**, Iran*, Italy, Israel*,
Jordan, Kuwait, Cambodia, Canada, Qatar*, China*,
Cuba**, Latvia**, Libya**, Hungary, Macedonia*,
Malaysia*, Malta, Republic of Moldova**,
Netherlands, Oman**, Poland, Portugal, Romania,
Russia*, United States, Serbia Montenegro, Slovakia,
Slovenia**, Spain, Sweden, Switzerland*, Thailand*,
Turkey United Kingdom, Ukraine, Zimbabwe*.
(* = ratified, but not in force) (** = not
ratified or in force)


A.11.c OPIC and Other Investment Insurance Programs


73. Croatia is eligible for coverage from the U.S.
Overseas Private Investment Corporation (OPIC). For
more information on OPIC's insurance activities, see
www.opic.gov. The OPIC-supported $200 million
Bedminster Investment Capital Management Fund
invested in the Croatian banking sector (as part of
the consortium that purchased Dubrovacka Banka) and
the Croatian communications sector (by investing in
Digital City Media, a broadband cable TV network in
Croatia). Bedminster Capital Management also
manages an OPIC-supported private equity fund --
Southeast Europe Private Equity II -- which targets
investments in Croatia, among other countries.
Croatia is a member country of the Multilateral
Investment Guarantee Agency (MIGA),for more
information see www.miga.org.


74. In the event that OPIC should pay an
inconvertibility claim under its political risk
coverage, the local currency accepted by OPIC in any
subsequent recovery would be made available to the
Embassy on a priority basis for U.S. Government
expenses. The estimated annual U.S. dollar value of
local currency used by the Embassy is approximately
$10.5 million. The Embassy currently purchases
local currency from a local commercial bank at the
market rate. A major devaluation is unlikely.


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A.11.d Labor


75. Croatia has an educated, highly-skilled, and
relatively high cost labor force compared with the
region. The estimated average cost to employers in
Croatia was 8,500 HRK (approximately $1,386) per
month as of September 2005. The average net wage in
Croatia was about 4300 HRK (approximately $700) The
Croatian government controls wage levels in
government agencies/institutions and in the
remaining state-owned enterprises, affecting around
half of all workers. The wages in privately owned
companies are freely determined by contracts between
employer and employee. There are no restrictions,
except for the minimum wage, which is about 1,800
HRK net per month (approximately $260).


76. Croatia adopted new labor laws in mid-2003
aimed at increasing labor market flexibility by
shortening the mandatory notification period before
dismissal and reducing generous severance package
requirements. However, Croatia still fares badly in
terms of time and expense in hiring and firing
employees. Labor has generally been supportive of
government efforts to boost competitiveness and
welcomes foreign investment but remains concerned
about any possible cuts in social spending.


77. The Law on Labor regulates employee and
employer relations through "employment contracts."
Fulltime employment must not amount to more than 40
hours per week and employees are entitled to at
least 18 working days of paid annual leave and seven
days of personal leave. The Law on Labor also
provides special protections for workers in
dangerous occupations, work at night, and work by
minors between the ages of 15 and 18.


78. Article 87 of the Law on Foreigners covers the
issuance of work permits. While there are quotas
(determined annually) for work permits, there are no
quotas for foreigners who execute key positions in
companies or representative offices. Likewise,
there are no quotas for business visas.


79. Workers are entitled by law to form or join
unions of their own choosing, and workers exercised
this right in practice. In general, unions were
independent of the government and political parties.
The Labor Code prohibits anti-union discrimination
and expressly allows unions to challenge firings in
court; however, in general, attempts to seek redress
through the legal system were seriously hampered by
the inefficiency of the court system.


A.11.e Foreign Trade Zones/Free Ports


80. Croatia has several Free Trade Zones (FTZs),
some in war-affected areas. Special incentives are
offered to users of FTZs.


81. The Law on Free Trade Zones allows a foreign-
owned or domestic company in FTZs to engage in
manufacturing, wholesale but not retail trade,
foreign trade, banking and other financial
activities. The Law on Profit Tax also covers
business in FTZs. FTZ users are eligible for tariff
waivers on imported products. FTZ users who
construct or participate in construction of
infrastructure projects worth 1 million HRK (about
$164,000) or more in the zone, are exempted from
paying corporate tax during the first five years of
operation in the zone. Other users in the zone pay
corporate tax in the amount of 50% of the regular
rate (i.e., 10% instead of 20%).


82. FTZs are exempted from any Croatian emergency
measures or other restrictions pertaining to foreign
trade or hard currency transactions. Users of the
zones may freely store their goods and production
equipment in the zones. Goods that are not intended
for trade on the Croatian market or for domestic
consumption are fully exempt from custom duties or
taxes. Imported goods will be taxed and assessed

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duties per the value of the production materials
imported for the product and not per the value of
the finished product.


83. The following fifteen counties currently have
FTZS: Buje, Krapina-Zagorje, Osijek, Rijeka,
Slavonski Brod, Split, Splitsko-Dalmatinska County,
Obrovac, Ploce, Pula, Kukuljanovo, Varazdin, Zagreb,
Vukovar,, and Ribnik counties.


A.11.f Foreign Direct Investment Statistics


84. Compared to other advanced transitional
economies in the region, Croatia is in the middle
group in terms of foreign direct investment (FDI).
New or green-field investments have seen
particularly slow growth. According to the Trade
and Investment Promotion Agency, there were 19
foreign investment projects initiated this year.
Privatization of strategic government-owned assets
has been the main source of FDI since Croatian
independence. Large state assets such as utilities,
the state insurance company and banks, are being
sold by the government, usually through
international tenders, and in some cases, with
specific laws regulating the sale of each enterprise
(e.g., the oil company and the electric company).
The Croatian Privatization Fund, the agency
responsible for the sale of other assets, has shares
and stock in 1014 (mostly non-performing) companies.
These include hotels, integrated agricultural
companies, an aluminum plant, two steel plants,
shipyards and other companies. The state's share of
the equity base value of these companies is about
11.6 billion HRK ($1.9 billion). Information
regarding the Croatian Privatization Fund, including
information on companies currently for sale, can be
found on its website, www.hfp.hr.


85. Foreign Direct Investment between 1993 and the
second quarter of 2005 totaled $11.9 billion, with
investments in the financial and telecommunications
sectors accounting for nearly 40% of the total. FDI
in Croatia has shown steady growth in recent years,
with early 2005 statistics indicating a strong rise
over 2004.


86. Austria is the largest source of foreign
investment in Croatia, accounting for 26% of total
FDI since 1993. Germany is second with 18% of total
FDI, followed by the United States with 12% (this is
due to large earnings re-investment). Croatian firms
invested $1.6 billion abroad between 1993 and the
second quarter of 2005. The leading destinations
for Croatian investment were Switzerland, Bosnia and
Herzegovina, Poland and Serbia and Montenegro. In
the first two quarters of 2005, Croatians invested
$99.5 million abroad: approximately 21% in Hungary,
20% in Bosnia-Hercegovina, 18% in the British Virgin
Islands, 14% in Austria, and 9% in Serbia and
Montenegro.


87. The Croatian National Bank provides information
about foreign investments in aggregate form which
can be found on their website at www.hnb.hr. The
following is a list of some of the major ($20
million and above) foreign investments in Croatia to
date:

Foreign investor: Deutsche Telekom (Germany)
Sector: telecommunications
Croatian Company: Croatian Telecom (51% of shares)
Value: $1.272 billion

Foreign investor: MOL (Hungary)
Sector: Oil Industry
Croatian Company: INA d.d. (26% of shares)
Value: $505 million

Banca Commerciale Italiana (Italy)
Banking/financial services
Privredna Banka (66.66% of shares in 1999 plus 10%
in 2002)
Value: $300 million + approximately $50 million,
according to media reports

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Unicredito Italiano (Italy)
Banking/financial services
Zagrebacka Banka (96% ownership)
Value: $230 million (estimate)

Erste und Steiermarkische Bank (Austria)
Banking/financial services
Rijecka Banka (85% share)
Value: $155 million

Austria Creditanstalt Group (HVB Group) (Austria)
Banking/financial services
Splitska Banka (88% ownership)
Value: $132 million

Heineken N.V. (Netherlands)
Brewery
Karlovacka Pivovara company (94.42%)
Value: $125 million

Sutivan Investment and Excelsa Anstalt
(Lichtenstein)
Hotels and tourism
Plava Laguna (81.5%)
Value: $70 million

Ericsson (Sweden)
Telecommunications
Tesla Company
$48 million

Hofmann and Pankl Betelligungasse (Austria)
Minerals processing
Straza Company
$39 million

Societe Suisse de Cemment Portland (Switzerland)
Cement
Tvornica Cementa Koromacno company
$38 million

Interbrew (Belgium)
Brewery
Zagrebacka Pivovara company
$27 million

Coca Cola Amatil (Australia)
Non-alcoholic beverages
Croatian company: n/a
$20 million

DELAWIE