Financial Services (Licensing and Operating Requirements for Stock Exchanges) Directive 2026

GOVERNMENT NOTICE NO. 17
FINANCIAL SERVICES ACT
(CAP. 44:05)
FINANCIAL SERVICES (LICENSING AND OPERATING REQUIREMENTS FOR STOCK EXCHANGES) DIRECTIVE, 2026 IN EXERCISE of the powers conferred by section 21(5) of the Financial Services Act, I, DR. GEORGE BERNARD PARTRIDGE, Registrar of Financial Institutions, make the following Directive—

1. This Directive may be cited as the Financial Services (Licensing and
   Operating Requirements for Stock Exchanges) Directive, 2026.
2. In this Directive, unless the context otherwise requires “subsidiary”
   has the meaning ascribed to that term under the Companies Act.
3. The objectives of this Directive are to prescribe—
   (a) licensing requirements for stock exchanges; and (b) minimum operating requirements for stock exchanges. 4.—(1) An entity shall not be licensed to operate a stock exchange unless, in addition to the licensing requirements prescribed under the Act and the Securities Act, the entity is a company incorporated under the Companies Act and has— (a) memorandum and articles of association of the proposed stock exchange; (b) shareholders, directors and senior management officials who meet fit and proper requirements; (c) necessary infrastructure for the orderly conduct of the stock exchange business; Citation Interpretation Cap. 46:03 Objectives of Directive Eligibility for a licence Cap. 46:06 Cap. 46:03 20th February, 2026 107

(d) an automated trading system integrated with a securities depository system and a clearing and settlement system; (e) a real-time automated surveillance capability which monitors orders, trades, participants, and has ability to generate post-trade statistics; (f) infrastructure to list securities for trading on its platform; (g) capability to establish a nationwide network of trading members and a facility to admit and regulate members; (h) a business continuity plan including a disaster recovery site; (i) an Investor Protection Fund and Investor Service Fund; (j) a grievance redress mechanism and a disputes resolution mechanism; (k) a facility for dissemination of trading statistics in real time to at least two information vending networks which are accessible to investors; (l) employees with relevant professional and other experience commensurate with operation of a stock exchange; (m) suitable premises for conduct business; (n) a senior management comprising, at a minimum— (i) a chief executive officer; (ii) a chief operations officer; (iii) a chief financial officer; and (iv) a principal ict officer; and (o) met any other additional condition specified by the Registrar. (2) The chief executive officer, chief operations officer and chief financial officer required under subparagraph (1)(n) shall, at a minimum, possess a master’s degree in finance, accounting or any other related discipline or an equivalent professional qualification. (3) For purposes of this paragraph— “Investor Protection Fund” means a fund created to provide financial security and compensation from financial loss due to broker default or insolvency; and “Investor Service Fund” means a fund created to provide investor education and securities listing.
5. —(1) An application for a licence to operate a stock exchange shall be
in Form SE1 set out in the First Schedule and shall be accompanied by— (a) a non-refundable application fee of K1,000,000; (b) a business plan of the applicant and information on the financial capacity of the applicant to support the business plan; (c) the legal structure of the proposed stock exchange, its affiliates, parent company and shareholders; (d) proposed rules of the stock exchange; 108 20th February, 2026 Application for licence to operate a stock exchange

(e) proposed risk management framework of the stock exchange; (f) proposed corporate governance structure comprising board of directors and senior management officials; (g) an undertaking by the applicant to comply with good corporate governance practices; (h) particulars of the proposed trading system to be used; (i) particulars of the proposed risk management system to be adopted by the stock exchange; and (j) a completed fit and proper questionnaire for each shareholder, director and senior management official. (2) The board of directors required under subparagraph (1)(f) shall comprise at least seven directors. (3) Where the information submitted under subparagraph (1) is not adequate, the Registrar may request the applicant, in writing, to submit additional information. 6.—(1) An applicant for a stock exchange licence who is not a Malawian citizen shall register its capital in line with the Foreign Exchange Act. (2) Where the applicant is a regulated financial institution, in addition to supporting documents prescribed under paragraph 5, the application shall be accompanied by a letter from the home supervisory authority— (a) authorizing the applicant to establish a subsidiary in Malawi; and (b) confirming that the applicant is not a dormant company. (3) For purposes of this paragraph “home supervisory authority” means the competent regulatory authority that supervises institutions engaged in stock exchange business in the country where the head office of the applicant is located.
7. The Registrar shall, in considering an application for a licence under
this Directive, carry out a due diligence assessment of the applicant. 8.—(1) The Registrar shall process the application for a licence and communicate his decision to the applicant within sixty days of receipt of the application. (2) Where the Registrar requests for additional information as provided under paragraph 5(3), the Registrar shall process the application and communicate his decision to the applicant within sixty days of receipt of the additional information. (3) The Registrar may, where he considers it necessary, invite the applicant, in writing, for an interview. (4) The invitation to the interview under subparagraph (3) shall specify objectives of the interview. 20th February, 2026 109 Additional requirement for applicants who are not citizens of Malawi No. 18 of 2025 The Registrar to conduct due diligence of applicants Processing of application for licence

(5) Where the Registrar, after review of the application and the conduct of the interview under subparagraph (3)— (a) approves the application, the Registrar shall issue a stock exchange licence to the applicant in Form SE 2 set out in the First
Schedule; or
(b) rejects the application, the Registrar shall give reasons for the rejection in writing to the applicant. (6) The licence issued under subparagraph (5)(a) shall be valid for a period of five years from the date of issuance. (7) The Registrar shall not grant a licence where one of the shareholders of the applicant is a dormant company. 9.—(1) An application for renewal of a licence shall be— (a) submitted at least two months prior to the expiry date of the licence; (b) in Form SE 3 set out in the First Schedule; and (c) accompanied by a— (i) non-refundable fee of K700,000; and (ii) completed fit and proper questionnaire for each shareholder, director and senior management official. (2) Paragraph 8 shall apply, with the necessary modifications, to the processing of the application for renewal of licence. 10.—(1) A stock exchange shall not commence business unless the operating premises are certified by the Registrar under the Securities (Minimum Standards for Operating Premises of Securities Market Players) Directive, 2024. (2) A licensee shall commence business within twelve months of the date of the grant of the licence. (3) Where the licensee contravenes subparagraph (2), the licence shall automatically expire at the expiry of the prescribed period.
11. A stock exchange shall not enter into a management or technical
assistance agreement with any other entity without prior written approval of the Registrar. 12.—(1) Astock exchange shall not list a security which has not been registered by the Registrar. (2) The stock exchange shall, with respect to each market segment, provide in its listing rules the procedure for admission to listing. 13.—(1) A stock exchange shall adopt and implement— (a) an appropriate system for admission of members and the exercise of self-regulation within the membership; (b) a code of conduct for its members; 110 20th February, 2026 Renewal of licence Commence￾ment of business G.N. 36/2024 Management and technical assistance agreements to be approved Listing of securities Regulation and management of stock exchange

(c) adequate trading surveillance and compliance; and (d) a dispute resolution mechanism. (2) The stock exchange shall ensure that the day-to-day management of trading, settlement, delivery and all other activities of its membership are in accordance with the memorandum, articles of association and rules of the stock exchange. 14.—(1) A stock exchange shall have an operational automated trading system. (2) The stock exchange shall not implement the automated trading system unless the system is approved in writing by the Registrar. (3) The automated trading system shall, at a minimum— (a) have a trading platform on which bids to purchase and offers to sell, are exposed to each other and on which the public is granted an opportunity to access the price information display; (b) provide a transparent and efficient pricing mechanism which displays the best offer and bid prices; (c) provide for automatic matching; (d) show the latest transactions as well as the volume of securities traded; (e) have an audit trail and trace back mechanism for trade transactions; (f) have sufficient internal controls and security measures to ensure that only authorized persons have access to the trading system; (g) provide for integration with a central securities depository; (h) have capacity to maintain a record of trade transactions and allow retrieval of the records; and (i) provide for any other facility that the Registrar may determine appropriate. (4) For purposes of this paragraph, “central securities depository” means a company licensed by the Registrar to establish and operate a system for the central handling of securities— (a) where securities are deposited and held in custody by, or registered in the name of, the company or its nominee company for depositors and dealings in respect of these securities are affected by means of entries in securities accounts without the physical delivery of certificates; and (b) which permits or facilitates the settlement or registration of securities transactions or dealings in securities without the physical delivery of certificates. 15.—(1) The Rules of a stock exchange shall, in addition to the requirements prescribed under the Act and the Securities Act, make provision for— 20th February, 2026 111 Stock exchange trading system Rules of a stock exchange Cap. 46:06

(a) definition, categories, rights and obligations of membership; (b) conditions for admission to membership including fees and other charges; (c) admission to listing, suspension and de-listing of securities; (d) conditions governing dealing in securities by the members; (e) prompt disclosure of material or price sensitive information in a manner that is fair to investors and ensures protection of investors against abuse of confidential information, misleading information, fraud, deceit, and other adverse practices in the issuing and trading of securities; (f) prohibition of market manipulation; (g) investigation into trading in securities and financial transactions of stockbrokers, dealers and other members and for the conduct of surprise checks on the members; (h) suspension of trading of any security; (i) the conduct of securities trading by stockbrokers and dealers, and the manner in which information relating to trading transactions is to be maintained and reported to other members and clients; (j) segregation of client funds from members’ business accounts; (k)segregation of clients’ securities from members’ securities; (l) settlement of disputes and appeal to the Registrar by aggrieved members, investors and listed companies; (m) conduct of the business of the stock exchange with due regard to interest of the investing public; (n) responsibility of members for the actions of their employees and agents; and (o) the listing of medium and large sized companies in the respective market segments. (2) For purposes of this paragraph “price-sensitive information” means information which relates, directly or indirectly, to a security which, if published, is likely to affect the price of the security. 16.—(1) A stock exchange shall maintain information, in print and electronic format, on each company listed on the stock exchange. (2) The information maintained under subparagraph (1) shall include— (a) name and date of incorporation of the issuer; (b) date of listing; (c) names of directors; (d) principal and controlling shareholders; (e) total number of shareholders; (f) authorized and paid-up share capital; (g) changes in authorized and paid-up share capital; (h) core and auxiliary line of business; 112 20th February, 2026 Stock exchange to maintain information

(i) financial position and income statements for the preceding five years; (j) volume and price movements indicating highest and lowest prices of listed securities; and (k) earnings per share and dividend per share. 17.—(1) The board of directors of a stock exchange shall, subject to the written approval of the Registrar, appoint an external auditor of the stock exchange. (2) The stock exchange shall not remove the auditor appointed under subparagraph (1) without prior written approval of the Registrar.
18. A stock exchange shall, at least ten days prior to the date of an
annual general meeting, submit to the Registrar a notice issued to shareholders and documents connected to the meeting.
19. Where a stock exchange intends to disseminate information to
investors, the stock exchange shall disseminate the information through print and electronic media of wide national coverage in Malawi. 20.—(1) A stock exchange shall, within four months of the end of each financial year— (a) submit to the Registrar annual audited financial statements in Form SE 4 set out in the Second Schedule; and (b) publish on its website a report for the preceding year containing— (i) a summary of audited accounts of companies listed on the stock exchange; (ii) date of incorporation, date of listing, names of directors, share capital, number and value of shares issued, and any changes in the share capital of companies listed on the stock exchange; (iii) particulars of securities transacted and prices at which the securities were transacted, categorized as high, low and weighted average; (iv) earnings and dividends per share; and (v) shareholding structure of companies listed on the stock exchange classifying institutional, individual and foreign investors, principal and controlling shareholders and total number of shareholders. (2) The stock exchange shall, by 31st March, submit to the Registrar a report of its activities during the preceding calendar year. (3) The report submitted under subparagraph (2) shall contain information on— (a) changes in its rules; (b) changes in the membership of its board of directors; 20th February, 2026 113 Appointment and removal of external auditor Submission of notice, etc of annual general meeting Dissemina￾tion of information to investors Reporting obligations of stock exchange

(c) composition and mandates of new committees established by the stock exchange and changes, if any, in the membership of existing committees; (d) admission, suspension and revocation of membership of the stock exchange; (e) disciplinary action taken against members of the stock exchange; (f) dispute settlement; (g) securities listed, suspended and de-listed; (h) market turnover and capitalization per sector and market segment; (i) implementation of corporate governance initiatives in place; (j) investor education initiatives; (k) risk mitigation, operation and related matters of the exchange; (l) review of the operation of the stock exchange in the preceding year including challenges faced; and (m) any other matter as the Registrar may request in writing. (4) The stock exchange shall publish on its website and submit to the Registrar, in electronic format, a daily report— (a) on securities transacted; (b) the price movements on each security including low, high and average prices; and (c) the volume of transactions in each security. (5) The stock exchange shall, within seven days of the end of each month, submit to the Registrar, in electronic format— (a) a monthly report containing— (i) securities transactions on each day of the month, including private transactions; (ii) the price and value of each transaction; (iii) names of parties to each private transaction; and (iv) holders of notable interest disclosed to the stock exchange; and (b) a monthly call report in Form SE 5 set out in the Second
Schedule.
(6) A stock exchange shall immediately report to the Registrar whenever— (a) there is a delay in the opening or closing of the stock exchange; (b) there is a default on settlement and delivery; (c) trading in any security is suspended; (d) there is a contravention of the Act, Securities Act or its Rules; (e) there is an unusual trading activity on the market; or 114 20th February, 2026 Cap. 46:06

(f) the stock exchange receives any material non-public information that it believes may, if not disclosed, have a material effect on the price at which a security is traded. (7) For purposes of this paragraph— “material information” means information which a reasonable investor may consider important in making an investment decision, or information that is reasonably certain to have an effect on the price of a company’s security and includes— (a) earnings; (b) mergers, acquisitions, tender offers, or joint ventures; (c) change in assets or asset quality; (d) innovative products, processes, or discoveries, including new product trials or research efforts; (e) new licences, patents, registered trademarks, or regulatory approval or rejection of a product; (f) developments regarding customers or suppliers, for instance the acquisition or loss on a contract; (g) change in management; (h) change in auditor notification or the fact that the issuer may no longer rely on an auditor’s report; (i) events regarding an issuer’s securities including defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits, change in dividends; (j) change to rights of security holders, and public or private sales of additional securities; (k) bankruptcy; (l) legal dispute that may affect the price of securities; (m) government report of social economic trends; (n) orders for large trades before they are executed; and (o) new or changing equity or debt ratings issued by a third party, for instance sell-side recommendations and credit ratings; and “material non-public information” means material information which has not been made public. 21.—(1) A stock exchange shall conduct an inspection of the business of its member and produce an inspection report. (2) The stock exchange shall submit a copy of the inspection report to the Registrar within seven days of completion of the inspection. (3) The inspection report shall, where applicable, contain details of enforcement action taken. 20th February, 2026 115 Stock exchange to conduct inspections

22.—(1) Where the Registrar determines that a stock exchange, director or senior management official of the stock exchange has contravened this Directive, the Registrar may impose an administrative penalty or give a written direction specified under the Act or the Securities Act on the stock exchange, director or senior management official. (2) Where the Registrar decides to impose a monetary penalty, the Registrar shall impose— (a) in the case of failure to submit— (i) a report prescribed under this Directive by the due date; or (ii) annual audited accounts and auditor’s report by the due date as prescribed in the Act, a penalty of K500,000 and an additional penalty of K100,000 for each subsequent day until the report, audited accounts or auditor’s report is submitted; or (b) in the case of any other contravention by— (i) the stock exchange, a penalty of up to K50,000,000; or (ii) a natural person who is a director or a senior management official of the stock exchange, a penalty of up to K10,000,000. (3) The offender shall pay the monetary penalty imposed under subparagraph (2)— (a) within ten working days from the date the notice of the penalty is received by the offender; and (b) through an electronic bank transfer in favour of the Reserve Bank of Malawi.
23. A person who is aggrieved by a decision of the Registrar under this
Directive may appeal to the Financial Service Appeals Tribunal within twenty-one working days of receiving the decision.
24. The Financial Services (Licensing Requirements for a Stock
Exchange) Directive, 2015 is hereby revoked.
116 20th February, 2026
Contravention and penalties
Cap. 46:06
Appeal against decisions of the
Registrar
Revocation
G.N. 22/2015

FIRST SCHEDULE
APPLICATION AND LICENCE FORMS
FORM SE 1 (para. 5(1))
FINANCIAL SERVICES ACT
(CAP. 44:05)
APPLICATION FOR A LICENCE TO OPERATE A STOCK EXCHANGE INSTRUCTIONS:
(a) (This Application Form has 24 Parts and 4 Appendices. Please complete all Parts and Appendices (b) Where the space provided is not enough, provide the extra information on additional sheets. (c) Observe requirements stipulated in the Act and the Securities Act in completing this Form. (d) Attach a duly signed supporting documents checklist. (e) All written communication in with respect to the application should be made on a letterhead. (f) Inquiries with respect to the completion and status of this application should be directed to: The Director, Financial Sector Regulation Department, Reserve Bank of Malawi, 10 Hannover Avenue, P.O. Box 565, Blantyre. Telephone: 01 820 444/299. Email: fsr@rbm.mw (g) The completed application Form together with all supporting documents should be submitted to: The Registrar of Financial Institutions, Reserve Bank of Malawi, Convention Drive, P.O. Box 30063, Lilongwe 3, Malawi. (h) Provision of any false or misleading information or omission of a material fact will constitute a ground for rejection of the application or imposition of an administrative penalty. (i) An incomplete application will be rejected.

1. Name of Applicant: .....................................................................................................
2. Contact details—
   (a) Physical address: .................................................................................................
   (b) Postal address: .....................................................................................................
   (c) Telephone Number: .............................................................................................
   (d) Mobile Number: ..................................................................................................
   (e) Email Address: ....................................................................................................
   (f) Website: ..............................................................................................................
3. Legal structure: ...........................................................................................................
   20th February, 2026 117

(a) Date of registration or incorporation: ..................................................................
(b) Certificate of incorporation number: ..................................................................
(c) Taxpayer Identification Number: ........................................................................
4. Particulars of shareholding:
Name Nationality Address Percentage of Source of Share Ownership Funds

4.1. For shareholders that are corporates, provide the details in the table below:
Name of Date and Certificate of Name of Names of Nature of corporate place of incorporation owners and directors business body incorpo- number percentage of ration ownership

5. Places of business of shareholder (where applicable):
   Name of Business Place Start Date Period of Operation

6. Where applicant has changed names, provide former name(s) by which the
   applicant has been known:
   (a) ...............................................................................................................................
   (b) ...............................................................................................................................

7. List countries where the applicant operates:
   (a) ...............................................................................................................................
   (b) ...............................................................................................................................

8. Details of share capital:
   (a) Issued Capital .....................................................................................................
   118 20th February, 2026

(b) Paid Capital ........................................................................................................
(c) Shareholders funds .............................................................................................
9. Provide evidence of capital: .......................................................................................
NOTE: Evidence of capital shall be certified bank statement and confirmation letter from an external auditor.
10. Describe the proposed information management system and confirm its ability to
perform functions stipulated under paragraph 5(1)(d) of the Directive.
.....................................................................................................................................
.....................................................................................................................................
11. Provide the details below for each of the directors
Name Nationality Date of Address Other Date of Gender appointment directorships birth

NOTE: For each of the directors attach a Curriculum Vitae.
12. Provide the details below for each of the senior management officials:
Official Full Nationality Date Qualifications Date of Details of name and national of birth and dates appointment previous identity obtained employment number Chief Executive Officer Principal ICT Officer Chief Finance Officer Chief Operating Officer NOTE: For each of the senior management officials attach Curriculum Vitae 20th February, 2026 119

13. Borrowings:
    13.1 Does the Applicant have a current credit facility: YES/NO (Circle as
    appropriate).
    13.2 If yes, provide the following details for each of the credit facilities (loan,
    overdraft, guarantee, etc):
    Name of lending institution
    Type of facility
    Date of offer
    Terms of offer
    Security offered
    Value of security
    Outstanding balance

14. Banker(s):
    Name of Banker Branch and Address Details of Bank Account

15. Proposed external auditor:
    Name of Auditor Physical and Postal Address Telephone and Email Address

16. Does the applicant hold, or has it ever held any authority from a supervisory body
    to carry out any business activity in Malawi or elsewhere? YES/NO (Circle as appropriate)
    16.1 If yes, give particulars (country, supervisory body, nature of business and
    years of operation):
    (a) .....................................................................................................................
    (b) .....................................................................................................................
    16.2 If the authority has been revoked, give particulars:
    (a) .....................................................................................................................
    (b) .....................................................................................................................

17. Has the applicant been convicted of any offence, or are there any pending
    proceedings which may lead to a conviction? YES/NO (Circle as appropriate).
    17.1 If yes, give particulars: .....................................................................................
    120 20th February, 2026

18. Has the applicant ever been put under receivership in the past or made any
    compromise or arrangement with its creditors or otherwise failed to satisfy a creditor in full? YES/NO (Circle as appropriate).
    18.1 If yes, give particulars: .....................................................................................

19. Is an inspector or other authorized officer of a Government Ministry, Department or
    Agency, professional association or other regulatory body conducting an investigation into the affairs of the applicant or has any such investigation been conducted previously? YES/NO (Circle as appropriate).
    19.1 If yes, give particulars: .....................................................................................

20. Is the applicant currently engaged, or does it expect to be engaged, in any
    litigation which may have a material effect on the resources of the applicant? YES/NO (Circle as appropriate).
    20.1 If yes, provide particulars: ................................................................................

21. Is the applicant engaged, or does it expect to be engaged, in any business
    relationship with any of its related parties? YES/NO (Circle as appropriate).
    21.1 If yes, please provide particulars: .....................................................................

22. List and briefly describe proposed financial services and products:
    Financial Product/Service Description

23. Describe the methodologies of delivering the products and services:
    (a) ...............................................................................................................................
    (b) ...............................................................................................................................

24. Submit the following supporting documents together with the Application
    Form—
    (a) certified copy of Certificate of Incorporation; (b) certified copies of Memorandum and Articles of Association; (c) organisation chart showing names, designation and reporting lines; (d) a completed Fit and Proper Questionnaire for each shareholder, director, senior management official, and securities representative set out in Appendices 1- 4; (e) three year business plan of the applicant including vision, mission statement, scope and nature of business operations, financial projections as well as assumptions on which the projected financial statements have been prepared; (f) Curriculum Vitae and certified copies of certificates of each securities representative; (g) audited financial statements of the promoter or principal shareholders for the past three years; 20th February, 2026 121

(h) in the case of a subsidiary of a foreign company, a copy of a board resolution of the parent company approving the establishment and functioning of the subsidiary in Malawi; (i) a proposed documented risk management system, and the applicant’s ability to identify, measure, monitor and control the level and types of risks assumed; (j) evidence that the applicant has a minimum paid up capital of K100,000,000.00 (e.g. financial statement and bank statements); (k) a letter from the home country supervisory authority, in case of a parent company of the applicant that is already licensed in another country; (l) a certified copy of the resolution of the applicant’s board of directors authorizing the application; and (m) certified copy of TPIN.
26. DECLARATION:
We, the undersigned, being Directors of the applicant, hereby certify that the— (a) information provided in this Form and all supporting documents attached hereto is true and correct to the best of our knowledge and belief; (b) applicant will carry on the stock exchange business honestly and in accordance with good and sound business principles; and (c) applicant will at all times comply with the Act and other applicable financial services laws. We further certify that— (a) to the best of our knowledge and belief, we have not withheld any information relevant to this application; and (b) shall promptly inform the Registrar of any material change to this application which may arise while the application is under consideration. NAME SIGNATURE TITLE/POSITION

Date stamp: .................................................................................................................
122 20th February, 2026

APPENDIX 1
FIT AND PROPER QUESTIONNAIRE FOR SHAREHOLDER
(Where space provided is not enough, please provide the extra information on additional sheets)

1. Full Name: ..................................................................................................................

2. In case of a body corporate, date of incorporation and registration number: ............
   NOTE: Attach certified copy of certificate of incorporation and Memorandum and Articles of Association.

3. Postal Address: ...........................................................................................................

4. Phone No.: ..................................................................................................................

5. Physical Address: .......................................................................................................

6. Email address: ............................................................................................................

7. Qualifications (in case of an individual shareholder):
   Minimum Academic Qualification
   (include date obtained and institution)
   Highest Academic Qualification
   (include date obtained and institution)
   Other Qualifications
   (include date obtained and institution)

8. Amount, type and percentage of shareholding, if any, in any financial institution:
   Name of Type of Amount of Percentage of company Shareholding

9. Describe your source of income and attach latest audited financial statements for a
   body corporate or latest certified bank statements for an individual shareholder.
   .....................................................................................................................................

10. Describe how you will be able to provide on-going capital support to the applicant
    once licensed.
    .....................................................................................................................................
    .....................................................................................................................................
    20th February, 2026 123

11. Shareholding in other companies other than those listed under paragraph 8:
    Company’s Date of Amount of Percentage of Past Remarks name incorporation shareholding Shareholding Shareholding A B

A.Refers to date of closure or surrender of shares B.Refers to reasons for closure or surrender
12. Employment/Business record (Please include positions you are holding, or may
have held as a shareholder at any financial institution anywhere in the world) Name of Name of Positions held Responsibilities Reasons for shareholder Employer held and dates (where applicable) Leaving

13. Bank and bank account details for the last five years:
    PERIOD BANKER BANK ACCOUNT DETAILS

14. Borrowings:
    14.1 Does the shareholder have a current credit facility: YES/NO (circle as
    appropriate)
    If yes, provide the following details for each of the credit facilities (loan, overdraft, guarantee, etc):
    Name of lending institution
    Type of facility
    Date of offer
    Terms of offer
    Security offered
    Value of security
    Current outstanding balance
    14.2 Have you ever defaulted on a credit facility? YES/NO (circle as appropriate)
    124 20th February, 2026

14.3 If yes, provide details: ......................................................................................
(Attach latest credit reference report from a credit reference bureau)
15. Have you or any entity with which you are associated as director, shareholder or
senior management official ever held or applied for a licence or equivalent authorisation to carry on any business activity in any country? YES/NO (circle as appropriate)
15.1 If yes, provide details: ......................................................................................
15.2 If any such application was rejected or withdrawn after it had been issued,
or any authorisation revoked, give particulars:
...........................................................................................................................
16. Has court judgment been given against you on a matter involving fraud, dishonesty,
violence, misrepresentation, breach of contract, breach of fiduciary duty or professional negligence or are there any court proceedings pending that may lead to such a judgment? YES/NO (circle as appropriate)
16.1 If yes, provide details: ......................................................................................
17. Has any body corporate , partnership, or unincorporated institution with which you
were associated as a controlling party shareholder, director, or senior management official, in Malawi or elsewhere, been wound-up, made subject to an administration order, otherwise made any compromise or arrangement with its creditors, or ceased trading either while you were associated with it or within one year after you ceased to be associated with it or has anything analogous to any of these events occurred under the laws of any jurisdiction? YES/NO (circle as appropriate)
17.1. If yes, provide details: ......................................................................................
...........................................................................................................................
18. Have you contravened any written law designed for protecting members of the
public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts? YES/NO (circle as appropriate)
18.1. If yes, provide details: ......................................................................................
...........................................................................................................................
19. Have you ever failed to satisfy, within one year, a court judgment debt in Malawi
or elsewhere? YES/NO (circle as appropriate)
19.1. If yes, provide details: ......................................................................................
...........................................................................................................................
20. Have you ever been adjudged bankrupt by a court in Malawi or elsewhere?
YES/NO (circle as appropriate)
If yes, provide details: ................................................................................................
20.1 Has a bankruptcy petition ever been served on you? YES/NO (circle as
appropriate)
If yes, provide details: ......................................................................................
20.2 Have you made any compromise arrangement or otherwise failed to satisfy
a creditor in full? YES/NO (circle as appropriate)
If yes, provide details: ......................................................................................
20th February, 2026 125

21 Have you ever been censured, prosecuted, warned as to conduct, disciplined, disqualified or suspended from practicing a profession, removed from office, or made subject to a court order at the instigation of any governmental body appointed under any enactment, by a professional organization, or the substantial equivalent thereof in Malawi or elsewhere? YES/NO (circle as appropriate)
21.1 If yes, provide details: ......................................................................................
...........................................................................................................................
22 Indicate three individuals of good standing who would be able to provide a reference on your personal integrity. The referees should not be related to you and should have known you for at least three years. Referee 1 Referee 2 Referee 3 Name Address Occupation Contact details:
phone numbers and email address
For how long has the referee known you?
DECLARATION:
I, the undersigned, being shareholder of the Applicant, declare that to the best of my knowledge and belief, the information given in this Form and the supporting documents is true, correct, complete and made in good faith:
SIGNED:
Full Names: ........................................................................................................................
Signature: ...........................................................................................................................
Date: ...................................................................................................................................
APPENDIX 2
FIT AND PROPER QUESTIONNAIRE FOR DIRECTOR
No QUESTION RESPONSE

1. Full Name of Nominee
2. Postal Address
3. Telephone Number
4. Email Address
5. Physical Address
6. Date of Appointment
   126 20th February, 2026

No QUESTION RESPONSE
7. Minimum Academic Qualification
(include date obtained and institution)
8. Highest Academic/Professional Qualification
(include date obtained and institution)
9. Other qualifications (include date obtained and institution)
10. Work Experience: (include full details of employer,
positions held and years of service)
11. Information on other directorships
12. Information on business interests
13. Experience in capital markets
14. Has the Nominee—
(a) been subject to a direction, administrative penalty or any enforcement action by the Registrar or any regulatory body? YES/NO (circle as appropriate)
If YES, provide details ...............................
(b) been convicted of any offence, or are there any proceedings now pending which may lead to a conviction for any offence involving fraud or dishonesty? YES/NO (circle as appropriate)
If YES, provide details ...............................
(c) been adjudged by a court of law to have committed fraud or any act of dishonesty, or violence, misinterpretation, breach of contract, bankruptcy, breach of fiduciary duty or professional negligence, or are there any proceedings now pending that may lead to such a judgement or finding? YES/NO (circle as appropriate)
If YES, provide details ...............................
(d) contravened any written law designed to protect members of the public against financial loss due to dishonesty, incompetence or malpractice by a person concerned in the provision of a financial service or the management of a company or against financial loss due to the conduct of a discharged or undischarged bankrupt? YES/NO (circle as appropriate)
If YES, provide details ...............................
(e) ever been or is subject to an investigation in Malawi or elsewhere, by or at the instigation of any a government department or agency, professional association, or other regulatory body? YES/NO (circle as appropriate)
If YES, provide details ...............................
20th February, 2026 127

15. Borrowings:
    15.1 Does the Nominee have a current credit facility: YES/NO (circle as
    appropriate)
    If yes, provide the following details for each of the credit facilities (loan, overdraft, guarantee, etc):
    Name of lending institution
    Type of facility
    Date of offer
    Terms of offer
    Security offered
    Value of security
    Current outstanding balance

16. Bank and bank account details for the last five years.
    PERIOD BANKER BANK ACCOUNT DETAILS

17. Additional details that the Nominee would like to disclose to the Registrar:
    .....................................................................................................................................
    SIGNED
    Name:..........................................................................................................................
    Signature:....................................................................................................................
    Date:............................................................................................................................
    APPENDIX 3
    FIT AND PROPER QUESTIONNAIRE FOR SENIOR MANAGEMENT OFFICIAL (Where space provided is not enough, please provide the extra information on additional sheets)

18. Full Name of Nominee: ..............................................................................................

19. Proposed position: ......................................................................................................

20. Postal Address:............................................................................................................

21. Contact Numbers: .......................................................................................................

22. Physical Address: .......................................................................................................
    128 20th February, 2026

23. Qualifications: ............................................................................................................
    Minimum Academic Qualification
    (include date obtained and institution)
    Highest Academic Qualification
    (include date obtained and institution)
    Other Qualifications
    (include date obtained and institution)

24. Amount, type and percentage of shareholding, if any, in any company:
    Name Type of Amount of Percentage of
    Shareholding

25. Do you hold any directorship in any company? YES/NO (circle as appropriate)
    9 If yes, please provide details:............................................................................

26. Employment record (Please include positions you are holding, or may have held
    with any employer anywhere in the world).
    Name of Employer Positions held Responsibilities Reasons for and dates (where applicable) Leaving

27. Provide your bank account details for the last five years.
    YEAR BANKER BANK ACCOUNT DETAILS

28. Are you a member of any professional body in Malawi such as Institute of
    Chartered Accountants in Malawi (ICAM), Institute of Internal Auditors (IIA), Economics Association of Malawi (ECAMA) or Malawi Law Society (MLS)? YES/NO (circle as appropriate).
    12.1 If yes, provide details: ......................................................................................

29. Have you or any entity with which you are associated with as director, shareholder
    or senior management official ever held or applied for a licence or equivalent 20th February, 2026 129

authorisation to carry on any business activity in any country? YES/NO (circle as appropriate).
13.1 If yes, provide details: .....................................................................................
13.2 If any such application was rejected or withdrawn after it had been issued,
or any authorisation revoked, give particulars: ................................................
...........................................................................................................................
14. Has judgment involving finding of fraud, dishonesty, violence, misrepresentation
breach of contract, breach of fiduciary duty or professional negligence given against you or are there any proceedings now pending that may lead to such a judgment or finding? YES/NO (circle as appropriate).
14.1 If yes, provide details: ......................................................................................
...........................................................................................................................
15. Has any body corporate , partnership, or unincorporated institution with which you
were associated with as a controlling party shareholder, director, or senior management official, in Malawi or elsewhere, been wound-up, made subject to an administration order, otherwise made any compromise or arrangement with its creditors, or ceased trading either while you were associated with it or within one year after you ceased to be associated with it or has anything analogous to any of these events occurred under the laws of any other jurisdiction? YES/NO (circle as appropriate)
15.1 If yes, provide details: ......................................................................................
...........................................................................................................................
16. Have you contravened any written law designed for protecting members of the
public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts? YES/NO (circle as appropriate)
16.1 If yes, provide details: .....................................................................................
...........................................................................................................................
17. Have you ever failed to satisfy within one year a judgment of debt under a court
order in Malawi or elsewhere? YES/NO (circle as appropriate)
17.1 If yes, provide details: ......................................................................................
...........................................................................................................................
18. Have you ever been adjudged bankrupt by a court in Malawi or elsewhere?
YES/NO (circle as appropriate).
If yes, provide details: ......................................................................................
...........................................................................................................................
18.1. Has a bankruptcy petition ever been served on you? YES/NO (circle as
appropriate).
If yes, provide details: ......................................................................................
...........................................................................................................................
18.2 Have you made any compromise arrangement or otherwise failed to satisfy
creditors in full? YES/NO (circle as appropriate).
If yes, provide details: ......................................................................................
...........................................................................................................................
130 20th February, 2026

19. Have you been censured, prosecuted, warned as to conduct, disciplined,
    disqualified or suspended from practicing a profession, removed from office, publicly criticized, or made subject to a court order at the instigation of any governmental body appointed under any enactment, by a professional organization, or the substantial equivalent thereof in Malawi or elsewhere? YES/NO (circle as appropriate).
    19.2 If yes, provide details: ......................................................................................
    ...........................................................................................................................
20. Indicate three individuals of good standing who would be able to provide a
    reference on your personal and professional integrity. The referees must not be related to you and must have known you for at least three years. Referee 1 Referee 2 Referee 3 Name Address Occupation Contact details:
    phone numbers and email address
    For how long has the referee known you?
21. Please attach copies of employment contracts, where applicable.
22. Did the board approve your appointment? YES/NO (circle as appropriate).
    22.1 If yes, please attach a copy of the board resolution.
23. Please attach a copy of certified minutes of the board demonstrating that the board
    evaluated the proposed nominee according to the “Fit and Proper” requirements and found the nominee to be “fit and proper”. DECLARATION:
    I, the undersigned, being proposed for appointment as ……………………………., declare that to the best of my knowledge and belief, the information given in this questionnaire and the attached supporting documents is true, correct, complete and made in good faith.

SIGNED:
Full Name: ..........................................................................................................................
Signature: ...........................................................................................................................
Date: ...................................................................................................................................
20th February, 2026 131

FORM SE 2 (para. 8(5)(a))
FINANCIAL SERVICES ACT
(CAP. 44:05)
STOCK EXCHANGE LICENCE
A LICENCE is hereby issued to…………. of ……..…. to operate a stock exchange. This licence is issued subject to the provisions of the Financial Services Act and Securities Act and is valid for a period of five years from………. to …………………….
issued this ........................ day of .................................................. 20 .......................
..........................................................................
Registrar of Financial Institutions
FORM SE 3 (para. 9(1)(a))
FINANCIAL SERVICES ACT
(CAP. 44:05)
APPLICATION FOR RENEWAL OF STOCK EXCHANGE LICENCE INSTRUCTIONS:
(a) This Application Form has 20 Parts and 4 Appendices. Please complete all Parts and Appendices. (b) Where the space provided is not enough, provide the extra information on additional sheets. (c) Observe requirements stipulated in the Act and the Securities Act in completing this Form. (d) Attach a duly signed supporting documents checklist. (e) All written communication in with respect to the application should be made on a letterhead. (f) Inquiries with respect to the completion and status of this application should be directed to: The Director, Financial Sector Regulation Department, Reserve Bank of Malawi, 10 Hannover Avenue, P.O. Box 565, Blantyre. Telephone: 01 820 444/299. Email: fsr@rbm.mw (g) The completed application Form together with all supporting documents should be submitted to: The Registrar of Financial Institutions, Reserve Bank of Malawi, Convention Drive, P.O. Box 30063, Lilongwe 3, Malawi. (h) Provision of any false or misleading information or omission of a material fact will constitute a ground for rejection of the application or imposition of an administrative penalty. (i) An incomplete application will be rejected. 132 20th February, 2026

1 Name of Applicant: .....................................................................................................
2 Contact details:
(a) Physical address: ..............................................................................................
(b) Postal address:...................................................................................................
(c) Telephone number:............................................................................................
(d) Mobile number:.................................................................................................
(e) Email address: ..................................................................................................
(f) Website: ............................................................................................................
3 Licence number for previous year: ............................................................................
4 Shareholding update (if there has been any change to particulars of shareholding since the last application). Name Nationality Address Percentage of Source of Share Ownership Funds

5 Places of business of shareholder (where applicable):
Name of Business Place Start Date Year in Operation 6 List branches where the applicant is operating:
Name of Branch Physical Address Contact Details Date Opened 20th February, 2026 133

7 Details of share capital—
(a) Issued capital..............................................................................................
(b) Paid up capital............................................................................................
(c) Shareholders funds…………….……………………………...………….
8 Directors (if there has been any change of director, including a change to particulars in table below, provide update):
Name Nationality Date of Address Other
Appointment Directorships
NOTE: Attach a Curriculum Vitae for each Director.
9 Senior management update (if there has been any change of office holder, including a change to particulars in table below, provide update):
Chief Principal Executive Operating Financial ict Officer Full name Nationality and national identity number Date of birth Qualifications and date obtained Date of appointment Details of previous employment NOTE: Attach a Curriculum Vitae for each senior management official.

134 20th February, 2026

10 Borrowings: Does the applicant have a current credit facility? YES/NO (circle as appropriate).
10.1 If yes, provide the following details for each of the credit facilities (loan,
overdraft, guarantee, etc):
Name of lending institution
Type of facility
Date of offer
Terms of offer
Security offered
Value of security
Current outstanding balance
11 Bank account update (If there has been a change of banker or other details provide update):
Name of Banker Branch and Address Details of Bank Account

12 External auditor update (if there has been any change, provide details):
Name of External Physical and Postal Address Telephone and Email Address Auditor

13 Has the applicant been convicted of any offence, or are there any pending proceedings which may lead to a conviction? YES/NO (Circle as appropriate)
13.1 If yes, give particulars: ...............................................................................................
14 Has the applicant made any compromise or arrangement with its creditor in the past or otherwise failed to satisfy the creditor in full? YES/NO (circle as appropriate).
14.1 If yes, give particulars: .....................................................................................
15 Is an inspector or other authorized officer of a Government Ministry, Department or Agency, professional association or other regulatory body conducting an investigation into the affairs of the applicant or has any such investigation been conducted previously? YES/NO (Circle as appropriate)
15.1 If yes, give particulars: .....................................................................................
20th February, 2026 135

16. Is the applicant currently engaged, or does it expect to be engaged, in any litigation
    which may have a material effect on the resources of the applicant?
    YES/NO (Circle as appropriate)
    16.1 If yes, provide particulars: ..............................................................................
17. Is the applicant engaged or does it expect to be engaged in any business relationship
    with any of its related parties? YES/NO (circle as appropriate).
    17.1 If yes, please provide details: ............................................................................
18. Submit the following supporting documents together with the application Form—
    (a) recommendation letter to renew licence from a stock exchange where the applicant is affiliated; and (b) a completed Fit and Proper Questionnaire for each shareholder, director and senior management official, set out in Appendices 1- 4.
19. DECLARATION:
    We, the undersigned, being Directors of the applicant, hereby certify that the— (a) information provided in this Form and all supporting documents attached hereto is true and correct to the best of our knowledge and belief; (b) applicant will carry on the stock exchange business honestly and in accordance with good and sound business principles; and (c) applicant will at all times comply with the Act and other applicable financial services laws. We further certify that— (a) to the best of our knowledge and belief, we have not withheld any information relevant to this application; and (b) shall promptly inform the Registrar of any material change to this application which may arise while the application is under consideration. NAME SIGNATURE TITLE/POSITION

Date stamp: ……………………………………….......…………………………………..
136 20th February, 2026

APPENDIX 1
Appendix 2 FIT AND PROPER QUESTIONNAIRE FOR SHAREHOLDER
(Where space provided is not enough, please provide the extra information on additional sheets)

1. Full Name: ..................................................................................................................
2. In case of a corporate body, date of incorporation and registration number: ............
3. Postal Address: ...........................................................................................................
4. Contact Number: ........................................................................................................
5. Physical Address: .......................................................................................................
6. Email Address: ...........................................................................................................
7. Qualifications (in case of an individual shareholder):
   Minimum Academic Qualification
   (include date obtained and institution)
   Highest Academic Qualification
   (include date obtained and institution)
   Other Qualifications
   (include date obtained and institution)
8. Update any changes in the amount, type and percentage of shareholding, if any, in
   any financial institution:
   Name Type of Amount of Percentage of
   Shareholding

8.1. Describe how you will be able to provide on-going capital support to the
licensee.
...........................................................................................................................
...........................................................................................................................
9. Update any changes in shareholding in other companies:
Company’s Date of Amount of Percentage of Past Remarks name incorporation shareholding Shareholding Shareholding A B

C. Refers to date of closure or surrender of shares
D. Refers to reasons for closure or surrender 20th February, 2026 137

10. Update any changes in details of your bank and bank account details:
    PERIOD BANK BANK ACCOUNT DETAIL

11. Borrowings:
    11.1 Do you have a current credit facility? YES/NO (circle as appropriate).
    If yes, provide the following details for each of the credit facilities (loan, overdraft, guarantee, etc):
    Name of lending institution
    Type of facility
    Date of offer
    Terms of offer
    Security offered
    Value of security
    Current outstanding balance
    11.2 Have you ever defaulted on a credit facility? YES/NO (circle as appropriate).
    If yes, provide details: ......................................................................................
    (Attach latest credit reference report from a credit reference bureau)

12. Have you or any entity with which you are associated with as director, shareholder
    or senior management official or ever held or applied for a licence or equivalent authorisation to carry on any business activity in any country? YES/NO (circle as appropriate).
    12.1 If yes, provide details: ......................................................................................
    ...........................................................................................................................
    12.2 If any such application was rejected or withdrawn after it had been issued,
    or any authorisation revoked, give particulars: ................................................

13. Has judgment involving finding of fraud, dishonesty, violence, misrepresentation
    breach of contract, breach of fiduciary duty or professional negligence given against you or are there any proceedings now pending that may lead to such a judgment or finding? YES/NO (circle as appropriate).
    13.1 If yes, provide details: ......................................................................................

14. Has any body corporate , partnership, or unincorporated institution with which you
    were associated as a controlling party, shareholder, director, or senior management official, in Malawi or elsewhere, been wound-up, made subject to an administration order, otherwise made any compromise or arrangement with its creditors, or ceased 138 20th February, 2026

trading either while you were associated with it or within one year after you ceased to be associated with it or has anything analogous to any of these events occurred under the laws of any other jurisdiction? YES/NO (circle as appropriate).
14.1 If yes, please provide details: ...........................................................................
15. Have you contravened any written law designed for protecting members of the
public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts? YES/NO (circle as appropriate).
15.1 If yes, provide details: ......................................................................................
16. Have you ever failed to satisfy, within one year, a judgment debt under a court order
in Malawi or elsewhere? YES/NO (circle as appropriate).
16.1 If yes, provide details: ......................................................................................
17. Have you ever been adjudged bankrupt by a court in Malawi or elsewhere?
YES/NO (circle as appropriate).
If yes, provide details: ................................................................................................
17.1 Has a bankruptcy petition ever been served on you?
YES/NO (circle as appropriate).
If yes, provide details: ......................................................................................
17.2 Have you made any compromise arrangement or otherwise failed to satisfy
creditors in full? YES/NO (circle as appropriate).
If yes, provide details: ......................................................................................
18. Have you ever been censured, prosecuted, warned as to conduct, disciplined,
disqualified or suspended from practicing a profession, removed from office, publicly criticized, or made subject to a court order at the instigation of any governmental body appointed under any enactment, by a professional organization, or the substantial equivalent thereof in Malawi or elsewhere? YES/NO (circle as appropriate).
18.1 If yes, provide details: ......................................................................................
DECLARATION:
I, the undersigned, being shareholder of the Applicant, declare that to the best of my knowledge and belief, the information given in this form and the supporting documentation submitted together with this form are true, correct, complete and made in good faith:
SIGNED:
Full Names: ........................................................................................................................
Signature: ...........................................................................................................................
Date: ...................................................................................................................................
20th February, 2026 139

APPENDIX 2
FIT AND PROPER QUESTIONNAIRE FOR DIRECTOR
No QUESTION RESPONSE

1. Full Name of Nominee
2. Postal Address
3. Telephone Number
4. Email Address
5. Physical Address
6. Date of Appointment
7. Minimum Academic Qualification
   (include date obtained and institution)
8. Highest Academic/Professional Qualification
   (include date obtained and institution)
9. Other qualifications (include date obtained and institution)
10. Work Experience: (where applicable include full ,details
    of employer, positions positions held and years of service)
11. Information on other directorships
12. Information on business interests
13. Experience in capital markets
14. Has the Nominee—
    (a) been subject to a direction, administrative penalty or any enforcement action by the Registrar or any regulatory body? YES/NO (circle as appropriate) If YES, provide details …………… (b) been convicted of any offence, or are there any proceedings now pending which may lead to a conviction for any offence involving fraud or dishonesty? YES/NO (circle as appropriate) If YES, provide details……………. (c) been adjudged by a court of law to have committed fraud or any act of dishonesty, or violence, misinterpretation, breach of contract, bankruptcy, breach of fiduciary duty or professional negligence or are there any proceedings now pending that may lead to such a judgement or finding? YES/NO (circle as appropriate) If YES, provide details …………… (d) contravened any written law designed to protect members of the public against financial loss due to dishonesty, incompetence or malpractice by a person 140 20th February, 2026

No QUESTION RESPONSE concerned in the provision of a financial service or the management of a company or against financial loss due to the conduct of a discharged or undischarged bankrupt? YES/NO (circle as appropriate) If YES, provide details …………… (e) ever been or is subject to an investigation in Malawi or elsewhere, by or at the instigation of any government department or agency, professional association, or other regulatory body? YES/NO (circle as appropriate) If YES, provide details …………
15. Borrowings:
15.1 Does the Nominee have a current credit facility: YES/NO (circle as
appropriate)
If yes, provide the following details for each of the credit facilities (loan, overdraft, guarantee, etc):
Name of lending institution
Type of facility
Date of offer
Terms of offer
Security offered
Value of security
Current outstanding balance
16. Bank and bank account details for the last five years.
PERIOD BANKER BANK ACCOUNT DETAILS
17. Additional details that Nominee would like to disclose to the Registrar: .................
.....................................................................................................................................
SIGNED
Name: .................................................................................................................................
Signature: ...........................................................................................................................
Date: ...................................................................................................................................
20th February, 2026 141

APPENDIX 3
FIT AND PROPER QUESTIONNAIRE FOR SENIOR MANAGEMENT OFFICIAL (Where space provided is not enough, please provide the extra information on additional sheets)

1. Full Name of Nominee: ..............................................................................................

2. Proposed position: ......................................................................................................

3. Postal Address: ...........................................................................................................

4. Contact Number: ........................................................................................................

5. Physical Address: .......................................................................................................

6. Qualifications:
   Minimum Academic Qualification
   (include date obtained and institution)
   Highest Academic Qualification
   (include date obtained and institution)
   Other Qualifications
   (include date obtained and institution)

7. Amount, type and percentage of shareholding, if any, in any company:
   Name Type of Amount of Percentage of
   Shareholding

8. Do you hold any directorship in any company? YES/NO (circle as appropriate).
   8.1 If yes, please provide details: ...........................................................................
   ...........................................................................................................................

9. Employment record (Please include positions you are holding, or may have held
   with any employer anywhere in the world)
   Name of Employer Positions held Responsibilities Reasons for and dates (where applicable) Leaving

142 20th February, 2026

10. Bank and bank account details for the last five years.
    YEAR BANKER BANK ACCOUNT DETAILS

11. Are you a member of any professional body in Malawi such as Institute of
    Chartered Accountants in Malawi (ICAM), Institute of Internal Auditors (IIA), Economics Association of Malawi (ECAMA) or Malawi Law Society (MLS)? YES/NO (circle as appropriate).
    11.1 If yes, provide details: ......................................................................................
    ...........................................................................................................................

12. Have you or any entity with which you are associated with as director, shareholder
    or senior management official ever held or applied for a licence or equivalent authorisation to carry on any business activity in any country? YES/NO (circle as appropriate).
    12.1 If yes, provide details: ......................................................................................
    12.2 If any such application was rejected or withdrawn after it had been issued, or
    any authorisation revoked, give particulars: ....................................................

13. Has judgment involving finding of fraud, dishonesty, violence, misrepresentation
    breach of contract, breach of fiduciary duty or professional negligence given against you or are there any proceedings now pending that may lead to such a judgment or finding? YES/NO (circle as appropriate).
    13.1 If yes, provide details: ........................................................................................

14. Has any body corporate , partnership, or unincorporated institution with which you
    were associated with as a controlling party shareholder, director, or senior management official, in Malawi or elsewhere, been wound-up, made subject to an administration order, otherwise made any compromise or arrangement with its creditors, or ceased trading either while you were associated with it or within one year after you ceased to be associated with it or has anything analogous to any of these events occurred under the laws of any other jurisdiction? YES/NO (circle as appropriate).
    14.1 If yes, please provide details: ...........................................................................
    ...........................................................................................................................

15. Have you contravened any written law designed for protecting members of the
    public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts? YES/NO (circle as appropriate).
    15.1 If yes, provide details: ......................................................................................
    ...........................................................................................................................
    20th February, 2026 143

16. Have you ever failed to satisfy within one year a judgment of debt under a court
    order in Malawi or elsewhere? YES/NO (circle as appropriate).
    If yes, provide details: ................................................................................................
    16.1 Have you ever been adjudged bankrupt by a court in Malawi or elsewhere?
    YES/NO (circle as appropriate).
    If yes, provide details: ......................................................................................
    ...........................................................................................................................
    16.2 Has a bankruptcy petition ever been served on you?
    YES/NO (circle as appropriate).
    If yes, provide details: .....................................................................................
    ...........................................................................................................................
    16.3 Have you made any compromise arrangement or otherwise failed to satisfy
    creditors in full? YES/NO (circle as appropriate).
    If yes, provide details: ......................................................................................
    ...........................................................................................................................

17. Have you been censured, prosecuted, warned as to conduct, disciplined,
    disqualified or suspended from practicing a profession, removed from office, publicly criticized, or made subject to a court order at the instigation of any governmental body appointed under any enactment, by a professional organization, or the equivalent thereof in Malawi or elsewhere? YES/NO (circle as appropriate).
    17.1 If yes, provide details: ......................................................................................
    ...........................................................................................................................

18. Indicate three individuals of good standing who would be able to provide a
    reference on your personal and professional integrity. The referees must not be related to you and must have known you for at least three years. Referee 1 Referee 2 Referee 3 Name Address Position held Contact details:
    phone numbers and email address
    For how long has the referee known you?

19. Please attach copies of employment contracts, where applicable ………………...…
    .....................................................................................................................................

20. Did the board approve your appointment? YES/NO (circle as appropriate).
    20.1 If yes, please attach a copy of the board resolution.

21. Please attach a copy of certified minutes of the board demonstrating that the board
    evaluated the proposed nominee according to the “Fit and Proper” requirements and found the applicant to be “fit and proper”. 144 20th February, 2026

DECLARATION:
I, the undersigned, being proposed as…………………………………………….., declare that to the best of my knowledge and belief, the information given in this form and the supporting documentation submitted together with this form are true, correct complete and made in good faith:
SIGNED
Full Name: ..........................................................................................................................
Signature: ...........................................................................................................................
Date: ...................................................................................................................................
SECOND SCHEDULE
FORM SE 4 (para. 20(1)(a))
FINANCIAL SERVICES ACT
(CAP. 44:05)
STOCK EXCHANGE ANNUAL AUDITED FINANCIAL STATEMENTS Institution:
Financial Year:
Start Date:
End Date:
STATEMENT OF FINANCIAL POSITION
Amount MK'000
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Long-term financial investments
Deferred tax
Other non-current assets
Total non-current assets -
Current assets
Short-term financial investments
Trade and other receivables
Amount due from related parties
Cash and cash equivalents
20th February, 2026 145

Amount MK'000
Other current assets
Total current assets -
Total Assets -
EQUITY AND LIABILITIES
Shareholders equity
Share capital
Share premium
Capital grants
Revaluation reserves
Retained earnings
Total shareholders equity -
Non-current liabilities
Long-term loans
Deferred tax
Other non-current liabilities
Total non-current liabilities -
Current liabilities
Short-term loans
Amounts due to related parties
Provisions and accruals
Income tax payable
Trade and other payables
Other current liabilities
Total current liabilities -
Total equity and liabilities -
146 20th February, 2026

Institution:
Financial Year:
Start Date:
End Date:
STATEMENT OF COMPREHENSIVE INCOME
Amount MK'000
INCOME
Trading income
Listing fees
Transaction fees
Membership fees
Other trading income
Total trading income -
Non-trading income
Fees and commissions
Interest income
Dividend income
Fair value increase on investments
Gain on disposal of assets
Grants income
Other non-trading income
Total non-trading income -
Total income -
EXPENSES
Staff costs
Directors fees and expenses
Business development expenses
Audit fees and expenses
Regulatory fees and expenses
20th February, 2026 147

Amount MK'000
Administrative costs
Grants expenses
Other expenses
Total expenses -
Profit/(Loss) before interest and income tax - Interest expense Income tax expense/(credit) Net profit/(loss) for the year - Other comprehensive income Total comprehensive income/(loss) for the year - FORM SE 5 (para. 20(5)(b)) FINANCIAL SERVICES ACT (CAP. 44:05) STOCK EXCHANGE MONTHLY CALL REPORT Institution:
Financial Year:
Start Date:
End Date:
STATEMENT OF FINANCIAL POSITION
Amount MK'000
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Long-term financial investments
Deferred tax
Other non-current assets
Total non-current assets -
Current assets
148 20th February, 2026

Amount MK'000
Short-term financial investments
Trade and other receivables
Amount due from related parties
Cash and cash equivalents
Other current assets
Total current assets -
Total Assets -
EQUITY AND LIABILITIES
Shareholders equity
Share capital
Share premium
Capital grants
Revaluation reserves
Retained earnings
Total shareholders equity -
Non-current liabilities
Long-term loans
Deferred tax
Other non-current liabilities
Total non-current liabilities -
Current liabilities
Short-term loans
Amounts due to related parties
Provisions and accruals
Income tax payable
Trade and other payables
Other current liabilities
Total current liabilities -
Total equity and liabilities -
20th February, 2026 149

Institution:
Financial Year:
Start Date:
End Date:
STATEMENT OF COMPREHENSIVE INCOME
Amount MK'000
INCOME
Trading income
Listing fees
Transaction fees
Membership fees
Other trading income
Total trading income -
Non-trading income
Fees and commissions
Interest income
Dividend income
Fair value increase on investments
Gain on disposal of assets
Grants income
Other non-trading income
Total non-trading income -
Total income -
EXPENSES
Staff costs
Directors fees and expenses
Business development expenses
Audit fees and expenses
Regulatory fees and expenses
Administrative costs

150 20th February, 2026

Amount MK'000
Grants expenses
Other expenses
Total expenses -
Profit/(Loss) before interest and income tax - Interest expense Income tax expense/(credit) Net profit/(loss) for the year - Other comprehensive income Total comprehensive income/(loss) for the year - Institution:
Financial Year:
Start Date:
End Date:
STATEMENT OF CASHFLOWS
Amount MK'000
Cash flows from operating activities
Cash receipts from listing fees
Cash receipts from transactions
Cash receipts from members
Cash receipts as grants
Cash paid to suppliers and employees
Interest paid
Income tax paid
Net cash flows from operating activities -
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of financial assets
20th February, 2026 151

Amount MK'000
Interest received
Sale of property, plant and equipment
Disposal of financial assets
Net cash flows from investing activities -
Cash flows from financing activities
Proceeds from long-term borrowings
Proceeds from issue of share capital
Shareholders advances
Repayment of long-term borrowings
Capital grants received
Net cash flow from financing activities -
Net (decrease)/increase in cash and cash equivalents - Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year - Additional statutory information Decrease/increase in net working capital Institution:
Financial Year:
Start Date:
End Date:
STATEMENT OF CHANGES IN EQUITY
Share Share Revaluation Retained
Capital Premium Reserves Earnings Total
Amount
K'000
As at 1 January current year
Changes in accounting policy and correction of prior period error 152 20th February, 2026

Share Share Revaluation Retained
Capital Premium Reserves Earnings Total
Amount
K'000
Issue of share capital
Revaluation gain
Transfer of excess depreciation/amortization
Transfer or disposal of assets
Dividend declared
Profit/ (loss) for the year
As at 31 December - - - - -
As at 1 January previous year
Changes in accounting policy and correction of prior period error Issue of share capital Revaluation gain Transfer of excess depreciation/amortization Transfer or disposal of assets Dividend declared Profit/ (loss) for the year As at 31 December previous year - - - - - Made this 13th day of February, 2026. DR. G. B. PARTRIDGE (FIN/PFSPD/03/02) Registrar of Financial Institutions 20th February, 2026 153