CEDH · CASELAW;JUDGMENTS;CHAMBER;ENG — 29 janvier 2019

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height:1px; text-align:left } .s2EB42ED2 { margin-top:0pt; margin-bottom:0pt; font-size:10pt } .sC36A6361 { font-family:Arial; color:#000000 } .s3DC36BA9 { font-family:Arial; text-decoration:underline; color:#0069d6 } .s61E420C2 { font-family:Arial; font-variant:small-caps } .s5752D6FA { font-family:Arial; font-weight:bold; font-variant:small-caps }     FOURTH SECTION           CASE OF ALBERT AND OTHERS v. HUNGARY   (Application no. 5294/14)           JUDGMENT     STRASBOURG   29 January 2019       THIS CASE WAS REFERRED TO THE GRAND CHAMBER WHICH DELIVERED JUDGMENT IN THE CASE ON 07/07/2020             This judgment may be subject to editorial revision.   In the case of Albert and Others v. Hungary, The European Court of Human Rights (Fourth Section), sitting as a Chamber composed of:   Ganna Yudkivska, President,   Paulo Pinto de Albuquerque,   Robert Spano,   Faris Vehabović,   Iulia Antoanella Motoc,   Carlo Ranzoni,   Marko Bošnjak, judges, and Marialena Tsirli, Section Registrar, Having deliberated in private on 4 December 2018, Delivers the following judgment, which was adopted on that date: PROCEDURE 1.     The case originated in an application (no. 5294/14) against Hungary lodged with the Court under Article 34 of the Convention for the Protection of Human Rights and Fundamental Freedoms (“the Convention”) by Ms   Józsefné Albert and 240 other Hungarian nationals, whose details are set out in the appendix, on 10 January 2014. 2.     The applicants were represented by Mr I. Gárdos, a lawyer practising in Budapest. The Hungarian Government (“the Government”) were represented by their Agent, Mr Z. Tallódi, from the Ministry of Justice. 3.     The applicants alleged, in particular, that the restriction of their rights to influence the operation of the banks in which they held shares, stemming from the Integration Act of 2013, had violated their rights under Article 1 of Protocol No. 1 to the Convention. 4.     By a decision of 4 April 2017, the Court declared the application admissible and joined to the merits two objections by the Government concerning the applicants’ victim status. 5.     The applicants filed further written observations (Rule 59 § 1 of the Rules of Court) and requested a hearing on the merits of the case. The Court however considered a hearing unnecessary in the present case (Rules   54 §   5 and 59 § 3). 6.     As Mr Péter Paczolay, the judge elected in respect of Hungary, withdrew from sitting in the case (Rule   28 § 3), the President decided to appoint Mr   Robert Spano, the judge elected in respect of Iceland, to sit as an ad hoc judge (Article   26   §   4 of the Convention and Rule   29   §   1). THE FACTS I.     THE CIRCUMSTANCES OF THE CASE 7.     The applicants are shareholders of two savings banks, namely Kinizsi Bank Zrt. (“Kinizsi Bank”) and Mohácsi Takarék Bank Zrt. (“Mohácsi Bank”), and of one savings cooperative, Pátria Takarékszövetkezet (“Pátria Cooperative”). A list of the applicants is set out in the appendix, which also indicates the financial institution in which they hold shares and any changes to their situation following the lodging of the application. 8 .     At the time the application was lodged, the applicants held shares with an aggregate par value of 2,043,342,000 Hungarian forints (HUF), approximately 6,310,000 euros (EUR), representing 98.28% of the total registered capital of Kinizsi Bank and shares with an aggregate par value of HUF   1,833,300,000, approximately EUR 5,662,000, representing 87.65% of the total registered capital of Mohácsi Bank, and shares with an aggregate par value of HUF 8,100,000, approximately EUR   25,000, representing 5.61% of the total share capital of Pátria Cooperative. 9 .     On 18 December 2014 and 15 April 2015 respectively two of the applicants, Ms László Jánosné Boris (no. 18) and Ms. Endréné Csoltkó (no.   28), the only shareholders of Pátria Cooperative amongst the applicants, withdrew their complaints before the Court. Therefore, the facts of the case below do not contain any further information relating specifically to Pátria Cooperative. A.     Institutional protection system prior to the Integration Act 10 .     Kinizsi Bank and Mohácsi Bank were established in 1958 and used to operate as savings cooperatives. Their clientele was mostly from the local community. 11 .     In 1993 a voluntary and restricted integration took place involving 235   savings cooperatives, including the predecessors of Kinizsi Bank and Mohácsi Bank. The purpose of the integration was to enhance the cooperatives’ market position and financial security. With the active support of the Hungarian State and the PHARE Program of the European Union, they entered into an integration agreement. The key institutions of the integration were the National Association of Savings Cooperatives ( Országos Takarékszövetkezeti Szövetség – “OTSZ”), the Savings Bank ( Takarékbank Zrt. ) and the National Fund for the Institutional Protection of Savings Cooperatives ( Országos Takarékszövetkezeti Intézményvédelmi Alap – “OTIVA”), which was created as part of the integration. OTIVA, on the one hand, improved the security of deposits placed with the savings cooperatives by supplementing the National Deposit Insurance Fund ( Országos Betétbiztosítási Alap – “OBA”), and, on the other hand, served to prevent crisis situations and improved the stability of savings cooperatives.   Until changes were introduced by the Integration Act, the shareholding of the savings cooperatives and certain saving banks (together referred to as “cooperative credit institutions”) in the Savings Bank exceeded 60%. 12 .     In 2006 and 2008 respectively Kinizsi Bank and Mohácsi Bank transformed into the companies limited by shares and received their licences for banking operations. They however remained members of OTIVA and part of the above-mentioned integration. B.     Economic situation of the cooperative credit institutions 13 .     According to Risk Report 2013/I issued by the Hungarian Financial Supervisory Authority (hereafter “the Supervisory Authority”) in June   2013, the cooperative credit institution sector remained profitable throughout the economic crisis. However, in 2011 and 2012 respectively the operating licences of two saving cooperatives were revoked by the Supervisory Authority, which resulted in the deposit holders obtaining indemnification from OBA. 14 .     Following an audit carried out with respect to 121   cooperative credit institutions, further to the entry into force of the Integration Act (see paragraph 16 below), a certain number of them had their operating licences withdrawn. Furthermore, ninety-one cooperative credit institutions were obliged to commit reserves, in eight cases a serious crisis situation was established and some required a capital injection from the Integration Organisation (see paragraph 18 below). 15 .     According to the Government, basing its findings on the data collected after the Integration Act came into force, considering the capital/loan ratio, thirty-nine cooperative credit institutions would not have been in a position to ensure profitable operations without the new measures. The above-mentioned audit also revealed that thirteen cooperative credit institutions had a capital adequacy ratio below 8%, five of which had a negative ratio value. C.     The Integration Act 1.     Main features of the Integration Act and scope of its application 16 .     On 13   July 2013 Act no. CXXXV of 2013 on the Integration of Cooperative Credit Institutions and the Amendment of Certain Laws Regarding Economic Matters (“the Integration Act”) entered into force. It was then amended in several aspects, including by Act no.   CXCVI of 2013 on the Amendment of Certain Laws Regarding the Integration of Cooperative Credit Institutions (“the Integration (Amendment) Act”) with effect from 30   November 2013. 17 .     The Integration Act concerned cooperative credit institutions, that is most savings cooperatives operating as a cooperative and the banks operating as companies limited by shares who on 1 January 2013 had been members of OTIVA. Its scope therefore extended to Kinizsi Bank and Mohácsi Bank. It made the cooperative credit institutions ipso jure members of the Integration Organisation and shareholders of the Savings Bank. 18 .     The Integration Act abolished the integration of cooperatives organised on a voluntary basis, with voluntary membership, and terminated OTIVA. Instead, it introduced a mandatory integration headed by, inter alia , the Integration Organisation of Cooperative Credit Institutions ( Szövetkezeti Hitelintézetek Integrációs Szervezete  “the Integration Organisation”), which had been newly created as a legal successor of OTIVA and other voluntary institutional protection funds, and   the Savings Bank, which continued to be the central bank of the integration, now having more extensive powers. The Integration Act also created a financial risk pool, encompassing the whole of the cooperative credit institutions sector. 19 .     The Savings Bank supervises the operations of the cooperative credit institutions and is authorised to issue instructions in order to ensure compliance with the law and the regulations issued by the Integration Organisation and the Savings Bank. Apart from the cooperative credit institutions, the Savings Bank and the Hungarian Development Bank ( Magyar Fejlesztési Bank Zrt. – “the MFB”) became members of the Integration Organisation by virtue of law. Due to the changes in the ownership of the Savings Bank pursuant to the Integration Act (see in particular, sections 13 and 20, cited in paragraph   39 below) the shareholding of Kinizsi Bank and Mohácsi Bank in the Savings Bank changed. While the two banks previously possessed 0.15% and 2.27% respectively in the Savings Bank, they had a 0.12% and   1.83% stake respectively following the implementation of the Integration Act. 20 .     The Integration Organisation’s assets are included in the consolidated own funds of the Savings Bank and the cooperative credit institutions. The solvency capital of the cooperative credit institutions is determined collectively, including the property of the Savings Bank and the Integration Organisation. 2.     Possibilities to exit the system 21 .     Under section 17 of the Integration Act, the cooperative credit institutions which did not comply with the relevant requirements of the Integration Act were excluded from integration and their operating licences withdrawn. In such cases, and if they decided to exit, their shares in the Savings Bank could be bought by the MFB, who had a call option (section 20(10) of the Integration Act). 22 .     In July 2013 banks could leave the integration if they were each able to provide an additional HUF 2 billion, approximately EUR 6   million, as for the creation of a new bank. Moreover, following the amendment of the Integration Act, the cooperative credit institutions were obliged to deposit an amount equivalent to the value of the share capital they had had at the time of the establishment of their membership in the Integration Organisation to a separate account at the Savings Bank for 730   days (sections 11(7) and (8), and 20/A(12) and (13) of the Integration Act; see also paragraph 43 below). At least one bank, to which the Integration Act applied, decided to exit the system and this decision was accepted by the Supervisory Authority. 3.     State’s role in the integration 23 .     In 2012 the Hungarian State emerged as an indirect owner of the Savings Bank, when the MFB (see paragraph 19 above), which is owned by the State, purchased a stake in Deutsche Zentral-Genossenschaftsbank AG, representing 38.5% of the Savings Bank’s shares. Following the entry into force of the Integration Act, the Savings Bank’s capital was increased by HUF   654,986,000 to HUF   3,389,704,000 (approximately EUR 10 million) from the previous amount of HUF   2,735,038,000. Out of this capital increase, the State-owned Hungary Post ( Magyar Posta ) exercised its statutory subscription rights and acquired ordinary shares with an aggregate par value of HUF 654,666,000 (approximately EUR 2 million), almost 20% of the Savings Bank’s shares (see section 20 of the Integration Act, cited in paragraph 39 below). 24 .     Apart from the capital increase, the State has directly paid HUF   136   billion, approximately EUR 420 million, to the Integration Organisation through the Joint Capital Coverage Fund of Cooperative Credit Institutions (hereinafter referred to as “the Fund”). 25 .     It was envisaged that the State’s ownership in the integration would only be of a temporary nature. In 2014 its stake in the Savings Bank was sold, through a bidding process, to one company. According to the Government, the majority of the buyer company is owned by savings cooperatives and private individuals and, as a result of this transaction, the direct and indirect shareholding of cooperative credit institutions in the Savings Bank increased to 76.96%. D.     Impact of the Integration Act on the decision making of the cooperative credit institutions 26 .     Following the entry into force of the Integration Act, the cooperative credit institutions were obliged to approve a new memorandum of association conforming to the model established by the Integration Organisation. They continue to be bound by any amendments to the model introduced by the Integration Organisation (sections   17/H and   19(3) of the Integration Act, see also paragraph 46 below). 27 .     For a resolution by the board of directors and supervisory board of the cooperative credit institutions to be valid, an invitation to the relevant meeting of the board of directors or supervisory board, together with all related material, must be simultaneously sent to the Savings Bank (section   15/A of the Integration Act). Minutes of the general meetings and meetings of the board of directors of the cooperative credit institutions must always be submitted to the Savings Bank, and minutes of the supervisory board meetings must be sent to the Savings Bank in certain cases. The cooperative credit institutions are also required to inform, inter alia , the Integration Organisation and the Savings Bank of any legal proceedings in which they are involved (section 15/C of the Integration Act). 28 .     The shareholders of the cooperative credit institutions may take, inter alia , the following resolutions subject to consent/approval of the Savings Bank: - the adoption of the annual financial report of the company (section   15(11) and 17/J(2) of the Integration Act); - the issuing of bonds (section 17/K(1) of the Integration Act); - decreases or increases of capital (ibid.); - any payment to the shareholders under any legal title (e.g. dividends, reduction of capital) in connection with their status as shareholders (see section 17/Q(3) and (4) of the Integration Act, cited in paragraph   39 below); - the conversion, merger or demerger of the company (section   17/S(3) of the Integration Act); and - acquisition of own shares (section 17/Q(6) of the Integration Act). 29 .     The consent of the Savings Bank is required for the appointment of executive officers of the cooperative credit institutions (section 15(12) of the Integration Act) . The Savings Bank is authorised to suspend their mandate; it may appoint a managing official for an interim period if the cooperative credit institutions do not comply with the instructions or their operations are not in compliance with the law or regulations, or if they are in a so-called crisis situation (section 15(4), (7) and (12) of the Integration Act). 30 .     The Integration Organisation is entitled to suspend the voting rights of the shareholders of the cooperative credit institution for one year if they threaten the reliable and secure operation of the cooperative credit institutions (see section 17/C(5), cited in paragraph   39 below). 31 .     The Integration Organisation is authorised to define the level of the cooperative credit institutions’ solvency capital on an individual case ‑ by ‑ case (not consolidated) basis (section 17/C(1); if they do not reach the level defined, the Integration Organisation is authorised to increase the capital of the cooperative credit institutions, or take certain other measures (see section 17/C(2), cited in paragraph 39 below). 32 .     As to the actual application of the measures provided for by the Integration Act, the Government submitted the following information: (i)     There have been altogether 151 cases in which cooperative credit institutions sought the consent of the Integration Organisation for the appointment of board members; in ten cases the consent was refused, affecting seven cooperative credit institutions. These cases did not concern Kinizsi Bank or Mohácsi Bank. (ii)     Executive officers of cooperative credit institutions were removed in nine cases; four of these affected cooperative credit institutions where the capital adequacy ratio was largely insufficient, which led to a capital injection by the Integration Organisation in three cases and a merger with another cooperative credit institution in the fourth case; in the remaining five cases, executive officers were removed for breaches of the relevant legislation. These cases did not concern Kinizsi Bank or Mohácsi Bank. (iii)     In eight cases the Savings Bank refused to consent to the payment of dividends; the reasons were: (a) non-compliance with the relevant legislation (two cases, including Kinizsi Bank (see paragraph 35 below)), (b) the risk of not fulfilling the business plan (four cases), (c) the risk of not fulfilling the business plan but allowing for the payment of a limited amount of dividends (two cases, including Mohácsi Bank (see paragraph   35 below)). (iv)     In three cases the increase in capital was provided by the Integration Organisation in order to achieve the 8% capital adequacy ratio; none of them concerned Kinizsi Bank or Mohácsi Bank. (v)     The voting rights of shareholders of cooperative credit institutions have never been suspended by the Integration Organisation. (vi)     In two cases, not concerning Kinizsi Bank and Mohácsi Bank, the Savings Bank refused to consent to the payment of the shares’ value in a cooperative credit institution for members who had exited the institution, finding that the payment would have jeopardised the fulfillment of the capital adequacy ratio requirements. E.     Interference by the integration bodies in the decision making of Kinizsi Bank and Mohácsi Bank 33 .     Kinizsi Bank and Mohácsi Bank had to adopt a memorandum of association in line with the model provided by the Integration Organisation following the entry into force of the Integration Act. However, the shareholders of the two banks who disagreed with the resolution adopting the aforementioned memorandum challenged it in court. On 12   March 2015 the Pécs High Court found for the plaintiffs in the case brought by the Mohacsi Bank’s shareholders. The court held that the model memorandum of association issued by the Savings Bank and the Integration Organisation could not in any way deviate from the mandatory provisions of the Companies Act. On 30 March 2015 a similar judgment was given by the Veszprém High Court in a case brought by the shareholders of Kinizsi Bank. In both cases, the decision adopting the impugned memorandum at the general meetings of the bank was annulled. 34 .     It would appear that the required solvency capital of Kinizsi Bank and Mohácsi Bank was at some point raised. However, both banks were able to comply with the new requirement. 35 .     In the case of Kinizsi Bank, the Savings Bank refused to approve the annual report for 2014 as the bank had not provided data to the auditor to complete the financial audit. The applicants submitted that the required data had been submitted in due time. In the case of Mohácsi Bank, the Savings Bank approved the annual financial report for 2014 but prohibited the actual payment of dividends amounting to 25% (see paragraph 32 above). 36.     The Government averred that several further sets of proceedings were pending before Hungarian courts in which Kinizsi Bank or Mohácsi Bank or their shareholders had sought a remedy against certain decisions of the Savings Bank or the Integration Organisation. II.     RELEVANT DOMESTIC LAW AND PRACTICE A.     The 2006 Companies Act 37.     Act no. IV of 2006 on Companies (“the 2006 Companies Act”, as in force on 12 July 2013, a day before the Integration Act’s entry into force) provided, with respect to a general meeting of a limited liability company, as follows: Section 231 “(1)     The general meeting is the supreme body of a private company limited by shares, and consists of all shareholders. (2)     The following shall fall within the exclusive competence of the general meeting: (a)     decisions to approve and amend the articles of association, unless this Act contains provisions to the contrary; (b)     decisions on changing the operating form of the private limited company; (c)     decisions on converting or terminating the company without succession; (d)     with the exception of the provisions in section 37 (concerning the delegation of certain competences to the supervisory board), the election and removal of members of the management board or the general director, members of the supervisory board and the auditor, and their remuneration; (e)     approval of the annual report prepared pursuant to the Accounting Act; (f)     decisions to pay interim dividends, unless this Act contains provisions to the contrary; (g)     decisions to convert printed share certificates into dematerialised shares; (h)     alteration of the rights attached to the various series of shares, and the conversion of categories or classes of shares; (i) decisions to issue convertible bonds or bonds with subscription rights, unless this Act contains provisions to the contrary; (j)     decisions to increase the share capital, unless this Act contains provisions to the contrary; (k)     decisions to reduce the share capital, unless this Act contains provisions to the contrary; (l)     decisions to abolish preferential subscription rights, or for authorising the management board for the exclusion or restriction of preferential subscription rights; (m)     decisions on all issues which are assigned to the competence of the general meeting by law or the articles of association.” B.     Integration Act 38 .     The Preamble to the Integration Act (see paragraph 16 above) reads, in so far as relevant, as follows: “The savings cooperatives industry needs to be restructured; the sector is under ‑ capitalised, and the level of its organisation and the standard of its services are not adequate and its operability may not be ensured in the long term. Under the authorisation of Act no. CCVI of 2007, in a Government decree the Hungarian State has established the minimum amount provided from State assets for the sectorial restructuring of savings cooperatives. Due to international commitments, however, the funds to be actually devoted to restructuring may not exceed the amount corresponding to the due consideration to be payable by investors in similar market conditions for the rights and positions acquired by the Hungarian State. Though the Hungarian State acquires major ownership in the industry, it avails such strong positions to restructure, professionalise and reorganise the sector and wishes to sell its positions – thus improved and strengthened – in due time, provided that the positive developments induced by the Hungarian State seem to be irreversible. The Act aims to provide a uniform and transparent legal framework for all cooperative credit institutions... The personal scope of the Act extends to cooperative credit institutions defined in the Act, i.e. savings cooperatives, cooperative credits and other credit institutions described in the Act that at any time prior to the Act entering into force operated in cooperative form and prior to the Act entering into force has transformed from cooperatives to limited liability companies, retaining their cooperative affiliation, indicated by the fact that they continue to operate as members of an organisation representing savings cooperatives’ interests.” 39 .     Apart from those set out above (see paragraphs 21 to 31 above), the following provisions of the Integration Act (as amended) are relevant: Section 1 “... (4)     [The Savings Bank] is obliged to approve a new risk management policy uniformly applicable to members of the integration within 120 days following the entry into force of this Act. The Integration Organisation, [the Savings Bank] and the cooperative credit institution shall bear joint and several liability for obligations assumed after the thirtieth day following the issuing of new risk management policy of [the Savings Bank].” Section 1/A “This Act aims to: (a)     establish a bank for the rural communities, operating under the principle of joint and several liability, the members of which are preferably local private property owners, the efficient operation and economies of scale of which are ensured by professional central management, (b)     provide institutional guarantees for the prudent operation of cooperative credit institutions in the long term, (c)     professionalise, modernise and organise a competitive cooperative credit institution sector, (d)     improve risk management of the cooperative credit institution sector, (e)     ensure integrated operation of the cooperative credit institution sector and establish the necessary infrastructure, (f)     standardise operational policies in order to achieve the aims described in paragraphs (a) to (e). (g)     ensure institutional protection of cooperative credit institutions, (h)     ensure compliance with international and European requirements, regulations, standards and customs applicable to credit institutions.” Section 3 “... (2)     The Integration Organisation may accept as member who, (a)     made, in accordance with the provisions of the Civil Code, a preliminary undertaking towards the Savings Bank to take over one “C” preference share with a nominal value of HUF 2,000; (b)     approved a new memorandum or articles of association in line with the model pre-approved by the board of the Savings Bank in accordance with the present Act; (c)     except for the cooperative credit institutions defined in section 19(4), notified, in the manner prescribed by this Act, the Integration Organisation of its intention to join the organisation ...” Section 4 “(1)     The initial assets of the Integration Organisation shall consist of the contribution provided by the MFB and the assets acquired under the title of legal succession ... (2)     The contribution of the MFB shall amount to HUF 1,000,000,000, that is, one billion forints, to be provided by the MFB ... ...” Section 11 “(1)     The Board of the Integration Organisation shall adopt rules obligatory for the members of the Integration Organisation, save for the MFB, on the following: (a)     accounting procedures; (b)     internal control procedures; (c)     suitability criteria for executive officers and the verification of such suitability; (d)     provision of financial aid eligible for cooperative credit institutions; (e)     building-up of the assets of the Integration Organisation described in section   4(4). (2)     Upon the initiative of the Board of [the Savings Bank], the Board of the Integration Organisation shall decide on the admission of a cooperative credit institution into the Integration Organisation and on its exclusion from the Integration Organisation. ... (4)     For the purpose of institutional protection, in the event that the measure(s) taken under section 17/C(2) yield(s) no result, the Integration Organisation may acquire ownership in [the Savings Bank] and the cooperative credit institution by means of a capital increase. The Integration Organisation is obliged to dispose of, within two years, the shares and bonds thus acquired in [the Savings Bank] or the cooperative credit institution ... (7)     Exit from the Integration Organisation shall be regulated by the statutes of the Integration Organisation. Cooperative credit institutions exiting the Integration Organisation shall apply to the Supervisory Authority for operational authorisation within [eight] days following the Integration Organisation’s notification of its exit from the Integration Organisation as if the financial institution were being newly established. If the cooperative credit institution exiting or excluded from the Integration Organisation fails to apply to the Supervisory Authority for operational authorisation ..., or the operational authorisation is not granted within 120 days of the date of the Integration Organisation’s notification of its exit or exclusion from the Integration Organisation, the Supervisory Authority shall revoke its operational authorisation and the provisions of section 17 shall be applied to the cooperative credit institution. (8)     In the event of exit or exclusion from the Integration Organisation, with respect to the exiting or excluded member, the joint and several liability of the members of the Integration Organisation shall terminate for the obligations assumed by the member as of the day of its exit or exclusion ...” Section 12 “(2)     The shareholders of [the Savings Bank] are the cooperative credit institutions, the eventual general or specific successor(s) of the MFB and Magyar Posta, and other organisations, legal entities or natural persons acquiring shares in [the Savings Bank] with the consent of the Board of [the Savings Bank].” Section 13 “(1)     The authorised share capital of [the Savings Bank] shall be at least HUF   3,389,704,000 ... (2)     Magyar Posta shall acquire ownership in [the Savings Bank] by subscribing to ordinary shares. (3)     The cooperative credit institutions shall hold series “C” preference shares in [the Savings Bank]. (4)     Shareholders of [the Savings Bank] may only hold one kind of preference share.” Section 15 “...(2)     [The Savings Bank] shall adopt rules obligatory for cooperative credit institutions on the following: (a)     the detailed rules on risk management, including credit authorisation, risk monitoring, deposit allocation, cash management and investment policy ... and rules on additional specific capital requirements in addition to laws, regulations and other binding rules; (b)     the applicable business policy; (c)     the joint marketing activity; (d)     the establishment of an integrated IT system. (3)     [The Savings Bank] shall exert control over the activity of the cooperative credit institution, and it may give instructions to the cooperative credit institution in order to ensure compliance with the laws and regulations, the rules issued by or the instructions given by the Integration Organisation and [the Savings Bank]. The cooperative credit institution is under an obligation to comply with those instructions. The instructions must be justified and a deadline for compliance must be set. As to whom the instructions are addressed, the cooperative credit institution has the right to resort to the courts in order to determine if the instructions are in accordance with the Act, other laws and regulations and the rules issued by [the Savings Bank] and the Integration Organisation. Resort to the courts has no suspensive effect; the instructions irrespectively shall be complied with by the deadline set therein. (4)     In the event that the cooperative credit institution fails to comply with the instructions or it is operating in discordance with the laws, regulations or rules: (a)     the Board of [the Savings Bank] may decide to suspend the mandate of the executive officer of the cooperative credit institution for a maximum of 180 days... (b)     upon the initiative of the Board of [the Savings Bank] or upon its own initiative, the Board of the Integration Organisation shall decide on the suspension of membership of the cooperative credit institution in the Integration Organisation and ‑ if justified - on the exclusion of the cooperative credit institution from the Integration Organisation. ... (7)     If in the view of the Board of [the Savings Bank] a cooperative credit institution or a group of cooperative credit institutions is in crisis, (a)     the Board of [the Savings Bank] may decide to suspend the mandate of the executive officer of the cooperative credit institution for a maximum of 180 days; that suspension may be extended for an additional 180 days or – in particularly justified cases – it may decide to terminate their mandates and appoint executive officer(s) on a provisional basis; (b)     ... the Board of the Integration Organisation shall decide on the suspension of membership of the cooperative credit institution in the Integration Organisation and ‑ if justified - on the exclusion of the cooperative credit institution from the Integration Organisation. ... (19)     In its capacity as the central bank of the cooperative credit institutions and of the integration, in order to ensure prudent operation [the Savings Bank] shall be entitled to give – at its sole discretion – prior consent to the acquisition of own shares or sale of own shares acquired by certain cooperative credit institutions and by the Integration Organisation, provided the value of the ownership to be acquired or to be sold exceeds 0.1% of the own funds of the integration, calculated on a consolidated basis. Transactions pertaining to the same ownership carried out within twelve months shall be aggregated. (20)     In addition to ... section 15(3), the cooperative credit institution may resort to the courts against the decision or instructions of the Board of [the Savings Bank] in accordance with the rules on the judicial review of company resolutions. Resort to the courts has no suspensive effect; the decision or instructions irrespectively shall be complied with by the deadline set therein. (21)     The cooperative credit institution has the right to resort to the courts and contest the decision taken by the Integration Organisation against it, in order to determine if the decision is in accordance with the Act, other laws and regulations and the rules issued by the Integration Organisation or other policies of the Integration. Resort to the courts has no suspensive effect; the decision irrespectively shall be complied with by the deadline set therein. ...” Section 17 “(1)     ... the Supervisory Authority shall revoke the operational authorisation of any cooperative credit institution that fails to comply with or to respect the deadline for complying with its obligations ...” Section 17/C “(1)     A cooperative credit institution may be established with a minimum initial share capital of [HUF 250 million]. Regardless of its form of operation, the own funds of the cooperative credit institution may not be lower than the level established from time to time by the Integration Organisation on an individual (not consolidated) basis. (2)     Should the own funds of the cooperative credit institution fall below the level specified in subsection (1) or in the case described in section 19(13) [concerning the consequences for cooperative credit institutions who have applied unsuccessfully for a new licence], the Integration Organisation is entitled to resort to the following exceptional measures – without prejudice to the powers and duties of the Supervisory Authority and provided the Supervisory Authority has failed to take such measures ‑ by giving prior notice to the Supervisory Authority: (a)     It may provide for the cooperative credit institution: (aa)     to sell its assets not serving the purposes of banking operations; (ab)     to improve its capital structure (including the sale of assets) within the deadline set and in compliance with the requirements; (ac)     with regard to the financial services rendered by the financial institution and the risks assumed by that financial institution, it may determine an individual capital requirement higher than the level specified ... (b)     It may prevent or prohibit the cooperative credit institution from: (ba)     performing transactions in the relation [between] the owner and the cooperative credit institution; (bb)     paying deposits and other repayable funds; (bc)     assuming obligations. (c)     It may determine the maximum rate of interest to be stipulated by the cooperative credit institution. (d)     It may oblige the board of the cooperative credit institution to convene a general meeting and invite it to discuss specific items of the agenda or draw the attention of the board and the general meeting to the need for certain decisions to be taken ... (e)     It may call upon the following owner(s) of the cooperative credit institution to take the necessary measures: (ea)     owner(s) of the cooperative credit institution holding a minimum direct shareholding of 5% as registered in the stock registry or – for cooperative credit institutions operating in a cooperative form – in the registry of members; (eb)     owner(s) having qualifying majority influence. ... (5)     The Integration Organisation may suspend the voting rights of the owners of the cooperative credit institution for a definite period of time, but for no more than one year, by simultaneously taking the additional measures enlisted in subsection (2) ... provided the activity of the owner or his influence over the cooperative credit institution jeopardises the reliable and secure operation of the cooperative credit institution on the basis of the available facts; in such a case, votes concerned by the limitation shall be disregarded upon forming the quorum.” Section 17/M “(1)     ... The purpose of the Fund is to compensate and indemnify claims enforced against the members of the integration of cooperatives under the principle of joint and several liability.” Section 17/O “The Fund relies on resources paid by the cooperative credit institutions and [the Savings Bank] ...” Section 17/P “(1)     The cooperative credit institutions and [the Savings Bank] provide coverage for their joint and several liability defined in section 1(4) primarily by means of paying an annual contribution to the Fund and an extraordinary contribution as ordered by the Fund. ...” Section 17/Q “(3)     The general meeting of the cooperative credit institution shall decide upon the decrease of authorised share capital or any payment or repayment made to the member (shareholder) under any [legal title] in connection with its membership (shareholder), and the prior consent of the Board of [the Savings Bank] is required. (4)     In relation to the above subsection (3), the Board of [the Savings Bank] may not refuse to grant its prior consent as long as the payment of dividends does not jeopardise the solvency of the cooperative credit institution or the performance of its business policy or the level of own funds as established on an individual basis. In connection with the above subsection (3), the Board of [the Savings Bank] is obliged to refuse its prior consent, provided that the investigation ... is not yet terminated or it has terminated and found ... that capital replacement is needed and capital replacement has not yet taken place.” Section 20 “(1)     Within thirty days following the entry into force of the Act ... the two auditors, independent ... upon the invitation of the MFB [they] shall determine the current market price of series “B” preference shares and establish the price unit of one ordinary share and one series “B” preference share of [the Savings Bank]. ... (2)     From the first capital increase of HUF 654,986,000 the share capital of [the Savings Bank], to be effected following the entry into force of this Act, Magyar Posta shall take over additional ordinary shares of HUF 654,666,000 at nominal value, while the cooperative credit institutions shall take over a maximum of HUF   320,000 of series “C” preference shares at nominal value. Series “C” preference shares have priority rights as determined in the statutes of [the Savings Bank]... ... (10)     The MFB shall have a call option on the series “B” preference shares of shareholders ... and for [the Savings Bank] shares held by the cooperative credit institutions of which the operational authorisation has been revoked. The call option is valid for one year and may be called as of the day following revocation of the operational authorisation. The call option may be exercised at the value determined by section 20(1). ... The purchase price shall be paid within [ninety] days following the call option statement. The consent of an authorised body of [the Savings Bank] is required for the acquisition of own shares by the MFB. ...” Section 20/A “... (12)     The cooperative credit institution which has declared its intention to exit the Integration Organisation is obliged to fully perform its obligations arising from this Act so long as it is a member of the Integration Organisation. As regards section   11(7) the declared intention to exit will become effective, and the cooperative credit institution ceases to be a member of the Integration Organisation on the subsequent working day, if and when: (a)     the operational authorisation is granted by the Supervisory Authority, based on an application for authorisation, (b)     the cooperative credit institution has settled all its claims with the Integration Organisation and all its members and has no outstanding debt towards them, excluding cases where a member of the Integration Organisation placed a deposit with the institution and excluding pending liabilities within the scope of joint and several liability ..., (c)     the conditions for exit as determined in the statutes of the Integration Organisation effective at the date of the exit have been fulfilled, (d)     the condition described in subsection (13) has been fulfilled, (e)     the cooperative credit institution and the Integration Organisation have signed a joint statement on the scheduled exit. (13)     With regard to section 11(8), the excluded or exiting member is obliged to hold the value of its own funds as upon the establishment of its membership in the Integration Organisation in a separate account maintained with [the Savings Bank] for 730 days following the declaration of the intention to exit and to duly notify the Integration Organisation thereof. The amount paid to the [Fund] by the cooperative credit institution until the declaration of the intention to exit may be deducted from the amount to be placed in the separate account maintained with [the Savings Bank] under this subsection. The amount to be placed in the separate account maintained with [the Savings Bank] may be released on the conditions and dates to be determined in the statutes ...” C.     Constitutional Court decision no. 20/2014 40 .     The Constitutional Court reviewed the Integration Act in its decision no. 20/2014 (VII.3) of 30 June 2014. As regards the process of its adoption in noted, in particular, the following: “The legislation under examination aimed at the transfo