Notice No. 06/2024 on Requirements and Procedures for the Authorization of Non-Banking Financial Institutions

PUBLISHED IN THE OFFICIAL GAZETTE, 1ST SERIES, NO. 242, OF DECEMBER 20, 2024 NOTICE NO. 06/2024 SUBJECT: FINANCIAL SYSTEM − Requirements and Procedures for the Authorization of Non-Banking Financial Institutions

Given the need to define the requirements for establishing Financial and Microfinance Institutions, it is necessary to revise Notice No. 11/22 of March 29 regarding the Requirements and Procedures for the Authorization of Non-Banking Financial Institutions; Pursuant to Article 36 of Law No. 14/21 of May 19 – General Regime for Financial Institutions Law, Articles 6 and 11 of Law No. 40/20 of December 16 – Payments System Law of Angola, combined with letters a) and f) of paragraph 1 of Article 31 and paragraph 1 of Article 98, both of Law No. 24/21 of October 18 – Bank of Angola Law.

I DETERMINE:

CHAPTER I GENERAL PROVISIONS

Article 1. (Object and Scope) The present Notice establishes the requirements and procedures for establishing Non-Banking Financial Institutions linked to currency and credit, under the supervision of the Bank of Angola, as provided in paragraph 3 of Article 7 of Law No. 14/21 of May 19, General Regime for Financial Institutions Law, namely: a) Exchange offices; b) E-money institutions; c) Microfinance financial institutions; d) Financial factoring companies; e) Credit guarantee companies; f) Leasing companies; g) Intermediaries of the money or foreign exchange markets; h) Operators of payment, clearing, or clearing house systems, in accordance with the Payments System Law of Angola; and, i) Payment service providers.

CONTINUATION OF NOTICE NO. 06/2024 Page 2 of 55 c) Microfinance financial institutions; d) Financial factoring companies; e) Credit guarantee companies; f) Leasing companies; g) Intermediaries of the money or foreign exchange markets; h) Operators of payment, clearing, or clearing house systems, in accordance with the Payments System Law of Angola; and, i) Payment service providers.

Article 2. (Authorization for Establishment)

1. The establishment of Non-Banking Financial Institutions, as provided in paragraph 1 of Article 2 of this Notice, depends on prior authorization from the Bank of Angola.
2. The application for authorization to establish Non-Banking Financial Institutions must be submitted with the information and documentation contained in Annexes I, II-A, II-B, III, and IV of this Notice, adapted to the nature, size, and complexity of the business.

CHAPTER II REQUIREMENTS FOR ESTABLISHING A NON-BANKING FINANCIAL INSTITUTION

Article 3. (General Requirements) Without prejudice to Articles 50 and 51, pursuant to paragraph 3 of Article 102 and under paragraph 7 of the aforementioned Article 51, all of Law No. 14/21 of May 19, General Regime for Financial Institutions Law, for the purposes of establishing Non-Banking Financial Institutions with headquarters in Angola, the following requirements must be met:

CONTINUATION OF NOTICE NO. 06/2024 Page 3 of 55 a) Have as their exclusive object the exercise of legally permitted activities, in accordance with paragraph 2 of Article 12 of Law No. 14/21 of May 19 – General Regime for Financial Institutions Law, Article 5 of the Microfinance Financial Institutions Regulations, approved by Presidential Decree No. 166/24 of July 18, and Article 4 of Law No. 40/20 of December 16, Payments System Law of Angola. b) Adopt a legally permitted corporate form, namely, public limited company (sociedade anónima), limited liability company (sociedade por quotas), and single-member public limited or limited liability company. c) Have share capital not lower than the regulatory minimum; d) Identify shareholders or partners and ultimate beneficial owners; e) Demonstrate the economic-financial capacity of shareholders or partners; f) Present robust corporate governance mechanisms, including a clear organizational structure with well-defined, transparent, and coherent lines of responsibility; g) Organize effective processes for identifying, managing, controlling, and communicating risks to which the institution is or may be exposed; h) Have adequate internal control mechanisms, including solid administrative and accounting procedures; i) Have remuneration policies and practices that promote and are consistent with sound and prudent risk management; j) Have members in the governing and supervisory bodies whose integrity, professional qualification, independence, and availability demonstrate, both individually and collectively at the body level, guarantees of sound and prudent management of the Financial Institution; and

Article 4. (Share Capital)

1. Non-Banking Financial Institutions must be established with the regulatory minimum share capital in force at the date of their approval, as defined by specific regulations.

CONTINUATION OF NOTICE NO. 06/2024 Page 4 of 55 2. Without prejudice to the preceding paragraph, for institutions provided in letter i) of Article 1 of this Notice, the business plan must specify the volume of transactions to be carried out, for the determination of share capital, as qualified: a) Principal – when the total value of transactions, forecast for the first 12 (twelve) months exceeds Kz 5,000.00 (five billion Kwanzas); b) Standard Class 1 – when the total value of transactions, forecast for the first 12 (twelve) months does not exceed Kz 5,000.00 (five billion Kwanzas); and, c) Standard Class 2 – when the total value of transactions, forecast for the first 12 (twelve) months does not exceed Kz 2,000.00 (two billion Kwanzas).

Article 5. (Alteration of Category)

1. Payment service providers provided in letters b) and c) of paragraph 2 of the preceding article must request a change of category whenever: a) They add or exclude any payment service that justifies it; and, b) They exceed the transaction volume indicated for their respective category.
2. The change of category type and commencement of activities are subject to prior approval by the Bank of Angola.

CHAPTER III PROCESSING OF THE AUTHORIZATION APPLICATION FOR ESTABLISHING A NON-BANKING FINANCIAL INSTITUTION

CONTINUATION OF NOTICE NO. 06/2024 Page 5 of 55 Article 6. (Processing of the Application)

1. The application for authorization to establish a Non-Banking Financial Institution must be processed via a petition addressed to the Governor of the Bank of Angola, according to Annex I of this Notice, accompanied by all documents and information useful for its assessment.
2. Applicants must designate a technical manager, by power of attorney, who represents them before the Bank of Angola and indicate their domicile in Angola for notification or correspondence purposes.

Article 7. (Analysis of the Authorization Application)

1. At any time during the process analysis, if it is found that the application for authorization to establish a Non-Banking Financial Institution is insufficiently documented, the Bank of Angola formally notifies the technical manager to remedy the identified deficiencies, under conditions and timeframes established by itself.
2. The Bank of Angola may request any complementary information or procedures from the applicant(s), conduct investigations it deems necessary or useful for deciding on the application, and summon proposed founding shareholders/partners, beneficial owners, members of corporate bodies, directors, or managers of the Institution for interviews.

Article 8. (Compliance with Business Plan)

1. The activity of the authorized Non-Banking Financial Institution must take into account what is provided in the submitted business plan.
2. The Non-Banking Financial Institution must, during the first three (3) financial years, demonstrate in its annual report and accounts the adequacy of operations carried out to the strategic objectives defined in the authorization application.
3. If during the first three (3) financial years, adequacy of operations to strategic objectives is not verified, the Institution must submit a reasoned justification to the Bank of Angola.
4. The aforementioned justification must follow processing as established in Article 51, pursuant to paragraph 3 of Article 102 of Law No. 14/21 of May 19, General Regime for Financial Institutions Law.

CHAPTER IV FINAL PROVISIONS

CONTINUATION OF NOTICE NO. 06/2024 Page 6 of 55 Article 9. (Commencement of Activities) Non-Banking Financial Institutions must notify the Bank of Angola in advance, at least one (1) month prior, of the date of commencement of activities.

Article 10. (Inspection) The commencement of activities, within the timeframe provided in Article 104 of Law No. 14/21 of May 19, General Regime for Financial Institutions Law, is preceded by the result of an inspection of the premises of the Banking Financial Institution.

Article 11. (Documents)

1. Any official document required in this Notice must have been issued less than three (3) months ago.
2. In the case of foreign or non-resident natural or legal persons, proof of the veracity of the information provided must be demonstrated through any document, means, or procedure considered valid, appropriate, and sufficient, namely, through an equivalent document issued by the competent authority of the country of origin.
3. All documents intended to process the authorization application drafted in a foreign language must be translated into Portuguese and duly certified.

Article 12. (Revocation) Notice No. 11/22 of March 29, regarding Requirements and Procedures for the Authorization of Non-Banking Financial Institutions, is hereby revoked.

Article 13. (Entry into Force) The present Notice enters into force on the date of its publication. PUBLISHED. Luanda, December 16, 2024. THE GOVERNOR MANUEL ANTÓNIO TIAGO DIAS

CONTINUATION OF NOTICE NO. 06/2024 Page 8 of 55 ANNEX I¹ Petition for Authorization to Establish a Non-Banking Financial Institution To verify compliance with the legal requirements established in Article 103 of Law No. 14/21 of May 19 – General Regime for Financial Institutions Law and in accordance with Article 6 of this Notice, the applicant(s) wishing to establish a Non-Banking Financial Institution must submit the following information and documentation: a) General information of the Non-Banking Financial Institution to be established (Section I); b) Authorization petition for establishing a Non-Banking Financial Institution by the applicant(s), duly signed by all founding shareholders or by a legal representative of the Financial Institution in case of opening a branch or representation office (Section II); c) Identification of the technical manager responsible for conducting the authorization establishment process (Section III).

¹ This Annex must be completed in Word format and sent to the Integrated Licensing System for Financial Institutions – SILIF or to the email address of the Regulation and Organization Department of the Financial System (dro@bna.ao). Notwithstanding the preceding paragraph, the authorization application will only be considered formally delivered upon receipt of this document, in duplicate, duly completed in Portuguese and signed by the applicant(s), at the following address: Bank of Angola Av. 4 de Fevereiro n.º 151, Luanda - Angola | P.O. Box 1243 Luanda (+244) 222 339 125 http://www.bna.ao/

CONTINUATION OF NOTICE NO. 06/2024 Page 9 of 55 Section I – General Information

1. The applicant must only fill in the fields applicable to the type of Banking Financial Institution they intend to establish: 1.1 Non-Banking Financial Institution Intended to Operate in Angola A. Type of Financial Institution to be established i. Exchange office ii. E-money institutions iii. Microfinance financial institutions iv. Financial factoring companies v. Credit guarantee companies vi. Leasing companies vii. Intermediaries of the money or foreign exchange markets viii. Operators of payment, clearing, or clearing house systems, in accordance with the Payments System Law of Angola ix. Branch in Angola of a foreign Financial Institution x. Representation office in Angola of a foreign financial institution B. If option A.ix or A.x was selected, indicate the corporate name of the Financial Institution with headquarters abroad C. If option A.ix or A.x was selected, indicate the main and effective place of administration of the Financial Institution D. If option A.ix or A.x was selected, indicate the name of the supervisory authority of the Financial Institution E. Intended address in Angola

1.2 Authorized Financial Institution Intended to Operate Abroad A Type of Financial Institution to be established i. Subsidiary abroad ii. Branch abroad iii. Representation office abroad B Corporate name of the applicant C Registration number of the applicant D Country where the Financial Institution is to be established E Name of the supervisory authority of the country where the institution is to be established

CONTINUATION OF NOTICE NO. 06/2024 Page 10 of 55 Section II – Petition His Excellency, the Governor of the Bank of Angola Pursuant to Articles 100, 112, 114, and 115 of Law No. 14/21 of May 19 – General Regime for Financial Institutions Law, the undersigned below, in their capacity as [fill if proposed founding shareholder(s) or legal representative(s)] of the Non-Banking Financial Institution [fill with corporate name], with headquarters at [fill with address], hereby request the Bank of Angola to approve the project for [fill if establishment or incorporation] of [fill if financial institution, subsidiary, branch, or representation office] in [fill country where intended to be established]. The undersigned declare, under oath of honor, that the provided information corresponds to the truth and has not omitted any facts relevant to the assessment of their project. They further declare that they are aware that non-compliance with information, communication, or clarification duties towards the Bank of Angola may lead to refusal of the authorization application, and that providing false declarations constitutes a legally punishable offense under Law No. 14/21 of May 19, General Regime for Financial Institutions Law, without prejudice to applicable criminal sanctions. They further commit to immediately notify the Bank of Angola of all facts likely to modify any of the information provided above. Finally, the undersigned, in their capacity as [fill if proposed founding shareholder(s) or legal representative(s)] of the authorized Financial Institution, authorize the Bank of Angola to access information regarding them, contained in any public or private registry and information system for the purposes of analyzing this petition. In these terms, they request and expect approval, Place and date: Signature(s) of the applicant(s): (Signature according to identification document) [x6] (Note: the petition must be signed by the proposed shareholder(s) or their legal representative(s), and an authenticated copy of the power of attorney granted to the representative(s) must be attached for due effect.)

2. Attached to the authorization petition for establishing a Non-Banking Financial Institution are the following documents, checked below: a) Draft articles of association b) Feasibility study c) Proof of prior deposit

CONTINUATION OF NOTICE NO. 06/2024 Page 11 of 55 d) Document proving no objection to the establishment of the institution from the parent company's supervisor e) If applicable, copy of the usufruct contract regarding corporate participations f) If applicable, proposal for ancillary agreements g) If applicable, certificate of admissibility for the designation or corporate name of the institution to be established h) If applicable, copy of the articles of association of the Financial Institution with headquarters abroad duly authenticated i) If applicable, certificate issued by the supervisory authority of the country of origin stating that the operations of the subsidiary, branch, or representation office are covered by the Financial Institution's authorization and that there is no impediment to opening the institution j) If applicable, proof of a prior deposit corresponding to 5% (five percent) of the minimum share capital, which may be replaced by a bank guarantee accepted by the Bank of Angola with a minimum term of 6 (six) months k) If authorization is requested for establishing a representation office, the applicant must identify the strategic objectives of the Financial Institution with a description of the main reasons motivating the operation, the strategic development plan, and identification of market opportunities justifying the operation

Section III – Identification of Technical Manager 3. Information on the technical manager, i.e., contact person responsible for ensuring all communications with the Bank of Angola regarding the processing of the authorization application for establishing the Financial Institution. In cases where an entity is designated for this purpose, it must be mentioned despite the need to identify the individual person responsible within it and their substitute.

3.1 Details of the Technical Manager A If applicable, entity designated to support the authorization establishment process B Full name C Address D Telephone contact E Email address

3.2 Details of Contact Person in Case of Technical Manager's Unavailability F Full name G Address H Telephone contact

I Email address Attach to Annex the following documents: • Photocopy of identification document • Proof of address • Duly authenticated power of attorney In case of impossibility to present one of the documents mentioned in this Annex, the applicant(s) must indicate which document is missing, the reason, and the expected date of sending to the Bank of Angola.

Document	Applicable Section	Reason for Impossibility of Presentation	Expected Date of Sending

If the applicant considers it necessary to provide additional relevant documentation for analyzing the requested information and/or documents, they must indicate the document name, section to which it is associated, and the reason for its relevance.

Document	Applicable Section	Reason for Sending of Document

CONTINUATION OF NOTICE NO. 06/2024 Page 15 of 55 ANNEX II-A² Shareholders – Natural Persons To verify compliance with the legal requirements established in Article 102 of Law No. 14/21 of May 19, General Regime for Financial Institutions Law, in accordance with Article 6 of this Notice and Articles 3 and 4 of Notice No. 10/13 of July 9, regarding Acquisition or Increase of Qualified Participations in Financial Institutions, a natural person wishing to participate in the capital of a non-banking financial institution supervised by the Bank of Angola must submit the following information and documentation: a) Identification of the representative (Section I); b) Identification of the shareholder (Section II); c) Professional and academic information (Section III); d) Information allowing assessment of the shareholder's integrity (Section IV); e) Capital subscribed by the shareholder (Section V, 5.1); f) Detailed financial information demonstrating economic and financial capacity, including origin and control of funds (Section V, 5.2 and 5.3); g) Information allowing determination of related parties (Section VI).

² This Annex must be completed in Word format and sent to the Integrated Licensing System for Financial Institutions – SILIF or to the email address of the Regulation and Organization Department of the Financial System (dro@bna.ao). Notwithstanding the preceding paragraph, the authorization application will only be considered formally delivered upon receipt of this document, in duplicate, duly completed in PORTUGUESE and signed by the applicant(s), at the following address: Bank of Angola Av. 4 de Fevereiro n.º 151, Luanda - Angola | P.O. Box 1243 Luanda (+244) 222 339 125 http://www.bna.ao/

CONTINUATION OF NOTICE NO. 06/2024 Page 17 of 55 Section I – Identification of Representative

1. If the shareholder has a representative, the responsible person must provide the following details: 1.1 Personal Information a) Full name b) Date of birth (dd/mm/yyyy) c) Place of birth d) Nationality 1.2 Identification Document a) Document (Identity card or Passport) b) Identification number c) Date of issue (dd/mm/yyyy) d) Place of issue e) Valid until: (dd/mm/yyyy) 1.3 Tax Identification a) Tax Identification Number b) Place of issue 1.4 Residence a) Address b) Locality c) Postal code d) Country 1.5 Contacts a) Telephone contact c) Email address Attach to Annex the following documents: • Photocopy of identification document • Duly authenticated power of attorney

CONTINUATION OF NOTICE NO. 06/2024 Page 19 of 55 Section II – Identification of Shareholder 2. Personal Information of the Shareholder: 2.1 Personal information a) Full name b) Date of birth (dd/mm/yyyy) c) Place of birth d) Nationality 2.2 Identification document a) Document (Identity card or Passport) b) Identification number c) Date of issue (dd/mm/yyyy) d) Place of issue e) Valid until: (dd/mm/yyyy) 2.3 Tax identification a) Tax Identification Number b) Place of issue 2.4 Residence a) Address b) Locality c) Postal code d) Country 2.5 Contacts a) Telephone contact c) Email address Attach to Annex the following documents: • Photocopy of identification document • Photocopy of tax identification document • Proof of address • Identification document of the shareholder's spouse and 1st and 2nd degree ascendants and descendants

CONTINUATION OF NOTICE NO. 06/2024 Page 21 of 55 Section III – Professional and Academic Information Institution | Branch of activity | Position held | Request for exercise of functions | Person to whom