Decree No. 2022-765 of October 19, 2022 Regulating the Activity of Crowdfunding in Investment in Securities

1 Decree No. 2022-765 of October 19, 2022, Regulating the Activity of « Crowdfunding » in Investment in Securities The President of the Republic, Upon proposal by the Minister of Industry, Mines and Energy, Having regard to the Constitution, Having regard to Organic Law No. 2004-63 of July 27, 2004, on the protection of personal data, Having regard to Organic Law No. 2015-26 of August 7, 2015, on the fight against terrorism and the suppression of money laundering, as amended and supplemented by Organic Law No. 2019-9 of January 23, 2019, Having regard to Law No. 88-92 of August 2, 1988, on investment companies, as amended and supplemented by subsequent texts, the latest being Decree-Law No. 2011-99 of October 21, 2011, modifying the legislation on venture capital investment companies and risk-sharing mutual funds and easing the conditions for their interventions, Having regard to Law No. 94-117 of November 14, 1994, on the reorganization of the financial market, as amended and supplemented by subsequent texts, the latest being Law No. 2019-47 of May 29, 2019, on improving the investment climate, Having regard to the Commercial Companies Code promulgated by Law No. 2000-93 of November 3, 2000, as amended and supplemented by subsequent texts, the latest being Law No. 2019-47 of May 29, 2019, on improving the investment climate, Having regard to Law No. 2005-96 of October 18, 2005, on strengthening the security of financial relations, Having regard to Law No. 2015-36 of September 15, 2015, on the reorganization of competition and prices, Having regard to Law No. 2016-71 of September 30, 2016, on investment law, as amended and supplemented by Law No. 2019-47 of May 29, 2019, Having regard to Law No. 2018-52 of October 29, 2018, on the national business register, Having regard to Law No. 2019-47 of May 29, 2019, on improving the investment climate,

2 Having regard to Law No. 2020-37 of August 6, 2020, on « Crowdfunding », particularly its articles 4, 12, 15, 23, 27 and 47, Having regard to the Government Decree-Law of the Head of Government No. 2020-31 of June 10, 2020, on the electronic exchange of data between entities and their users and among entities, approved by Law No. 2021-14 of April 7, 2021, Having regard to Decree No. 75-316 of May 30, 1975, defining the powers of the Ministry of Finance, Having regard to Decree No. 93-982 of May 3, 1993, defining the general framework for relations between the administration and its users, together with texts amending or supplementing it, particularly Decree No. 2010-1882 of July 26, 2010, Having regard to Decree No. 95-916 of May 22, 1995, defining the powers of the Ministry of Industry, as amended and supplemented by Decree No. 2010-3215 of December 13, 2010, Having regard to Government Decree No. 2019-54 of January 21, 2019, on the procedures and criteria for establishing the beneficial owner, Having regard to Government Decree No. 2020-777 of October 5, 2020, defining the conditions, procedures and application methods for Decree-Law of the Head of Government No. 2020-31 of June 10, 2020, on the electronic exchange of data between entities and their users and among entities, approved by Law No. 2021-14 of April 7, 2021, Having regard to Presidential Decree No. 2021-137 of October 11, 2021, appointing the Head of Government, Having regard to Presidential Decree No. 2021-138 of October 11, 2021, appointing the members of the Government, Having regard to the opinion of the Financial Market Council, Having regard to the opinion of the National Personal Data Protection Authority, Having regard to the opinion of the Competition Council, Having regard to the opinion of the Administrative Court, After deliberation by the Council of Ministers. Enacts the following decree:

3 Article 1 - This Decree aims to organize the « Crowdfunding » activity in investment in securities, so as to ensure the smooth conduct of operations and the protection of contributors' funds. Art. 2 - Crowdfunding service companies in investment in securities exercise their activity under an approval granted by the Financial Market Council, based on the following elements:

• An activity program, which includes in particular a business plan and the services to be provided,
• The quality of direct and indirect shareholders, regarding their reputation and financial capacity,
• Human and technical resources and their adequacy with the activity program, in particular information and security systems and the evaluation of projects proposed on the « Crowdfunding » platform,
• The scientific qualifications, competence and reputation of the executives and members of the board of directors or management board and supervisory board in accordance with Article 6 of this Decree,
• The governance system and organizational and administrative structure, in particular the compliance system, internal control procedures and risk management system adequate to the services provided and capable of preserving the interests of contributors and project holders, and guaranteeing the application of legislation on the fight against terrorism and money laundering,
• The insurance contract provided for in Article 44 of Law No. 2020-37 of August 6, 2020 mentioned above,
• The acceptance decision for the processing of personal data issued by the National Personal Data Protection Authority, within the framework of the prior declaration procedure. Art. 3 - Any applicant for approval to exercise the « Crowdfunding » activity in investment in securities must submit such application to the Financial Market Council by registered letter with acknowledgment of receipt, or deposit it at the registry office of the Financial Market Council against a receipt, or by any other means leaving a written record.

4 The application referred to in the first paragraph of this article must be accompanied by documents and information or data, the list of which shall be determined by a regulation of the Financial Market Council. Art. 4 - The Financial Market Council processes the approval application within a maximum period of three (3) months from the date of submission of the application, accompanied by the required documents. For the processing of the application, the Financial Market Council may request the applicant to provide additional documents or supplementary information; in this case, this period shall be suspended until the date of receipt by the Financial Market Council of the requested documents or information. Any approval application failing to provide the required documents and information within three (3) months from the date of their request shall be considered inadmissible. The Financial Market Council shall notify the approval applicant of its approval or refusal to exercise the « Crowdfunding » activity in investment in securities by any means leaving a written record; the refusal decision must be reasoned. Art. 5 - The capital of the Crowdfunding service company in investment in securities shall not be less than one hundred thousand (100,000) dinars and must be fully paid up upon incorporation. Art. 6 - The chairman of the board and managing director, the general manager, the deputy general manager, the member of the board of directors, the member of the management board and the member of the supervisory board of the Crowdfunding service company in investment in securities must meet the following conditions:

• Have the capacity to exercise their activities,
• Hold at least a license or an equivalent diploma,
• The chairman of the board and managing director, general manager, or chairman of the management board must be a resident of Tunisia,
• The chairman of the board and managing director, general manager or chairman of the management board must have at least three (3) years of professional experience in the relevant activities.

5 Art. 7 - Any operation resulting in a modification of the elements on the basis of which the authorization was granted, as provided for in Article 2 of this Decree, is subject to prior approval by the Financial Market Council, including:

• The merger or demerger of a Crowdfunding service company in investment in securities,
• Any transfer of the assets or liabilities of the Crowdfunding service company in investment in securities resulting in a substantial modification of its financial structure,
• The direct or indirect acquisition of voting rights in the Crowdfunding service company in investment in securities, leading to its control. A regulation of the Financial Market Council sets out the application conditions of this article, in particular regarding the type of modifications envisaged and their consequences on the original approval, as well as the related information obligations and procedures. The Financial Market Council has a period of fifteen (15) days from the date of submission of the approval application to request the applicant to provide any information or supplementary documents for the file review. Any application failing to submit the required information and documents within two (2) months from the date of their request by the Financial Market Council shall be deemed inadmissible. The Financial Market Council shall notify its decision to the applicant by any means leaving a written record within a maximum period of two (2) months from the date of submission of all requested documents and information. Art. 8 - Stock exchange intermediaries, portfolio management companies for third parties and venture capital investment companies managing funds for third parties intending to exercise the « Crowdfunding » activity in investment in securities are required to inform the Financial Market Council beforehand and submit a file conforming to a standard file set by regulation of the Financial Market Council. Art. 9 - The funds collected from contributors for a project presented on the « Crowdfunding » platform in investment in securities shall not exceed a maximum amount of one (1) million dinars.

6 The contributor's participation in a project presented on the « Crowdfunding » platform in investment in securities shall not exceed a maximum amount of ten (10) thousand dinars. Art. 10 - The Crowdfunding service company in investment in securities must ensure compliance with the conditions for investing in securities on the « Crowdfunding » platform it manages. Art. 11 - This Decree shall be published in the Official Journal of the Tunisian Republic. Tunis, October 19, 2022. For Counter-signature The Head of Government Najla Bouden Romdhane The Minister of Industry, Mines and Energy Neila Nouira Gongi The Minister of Finance Sihem Boughdiri Nemsia The President of the Republic Kaïs Saïed