Instruction No. 253 on Qualification Requirements for Founders and Managers of Credit Bureaus

"Registered" “Approved” in the Ministry of Justice by Resolution of the Board of the Republic of Tajikistan National Bank of Tajikistan dated “09” February 2023, No. 1212 dated “29” July 2022, No. 92

Instruction No. 253 on Qualification Requirements for Founders and Managers of Credit Bureaus

Instruction No. 253 on Qualification Requirements for Founders and Managers of Credit Bureaus (hereinafter – the Instruction) is developed in accordance with Part 2 of Article 7 of the Law of the Republic of Tajikistan “On Credit Histories” and defines the qualification requirements for founders and managers of Credit Bureaus (hereinafter – CB).

CHAPTER 1. GENERAL PROVISIONS

1. The following main terms are used in this Instruction:

• founders of CB – in state enterprises, the state body that adopted the decision to establish the enterprise or the state body managing the enterprise; in companies and commercial societies, physical and/or legal persons that adopted the decision to establish and approve its charter;
• managers of CB – Chairman of the Board of Directors (Chairman of the Supervisory Board), Director (General Director, Head) and his deputies, Chief Accountant, and heads of structural subdivisions of CB whose activities are related to ensuring information security.

2. Information on the qualification requirements for founders and managers of CB, excluding founders and managers of a CB established in the form of a state enterprise, is provided in accordance with Chapter 2 and Appendices 1 and 2 of this Instruction.

CHAPTER 2. QUALIFICATION REQUIREMENTS FOR FOUNDERS AND MANAGERS OF CB 3. Only persons with higher economic education and/or in the field of information technology, and work experience in their specialty of not less than five years, may be appointed to the positions of CB managers. 4. Persons with higher economic education and work experience in their specialty of not less than three years may be appointed to the position of CB Chief Accountant. 5. Persons with higher education in the field of information technology and work experience in their specialty of not less than three years may be appointed to the positions of heads of CB structural subdivisions whose activities are related to ensuring information security. 6. CB managers must:

• have impeccable business and professional reputation;
• not be representatives of state authorities, local government bodies, public associations, public funds, off-budget funds, budgetary institutions and organizations, unless otherwise provided by legislation.

7. Founders/participants of CB must:

• have impeccable business and professional reputation (for physical persons);
• have a stable financial condition;
• not be representatives of state authorities, local government bodies, public associations, public funds, off-budget funds, budgetary institutions and organizations, unless otherwise provided by legislation.

8. In the event of finding at least one of the following facts, a person is not considered to have an impeccable business and professional reputation as provided in this Instruction: − the person previously acted as a manager, member of the Board of Directors (Supervisory Board), or holding a predominant share in a bankrupt legal entity; − the person managed the previous legal entity incompetently, without observing corporate governance principles; − the person was found to participate in the legalization (money laundering) of illegally obtained income, namely by conducting financial operations or other transactions with monetary funds, securities, or other property, if it is known that such property represents income obtained through crime, for the purpose of concealing or hiding the source of obtaining this property or to assist a person participating in the main crime so that they can avoid liability for their actions, as well as concealing or hiding the true nature, location, method of disposal, transfer, rights to property or its accessories, as well as acquiring, owning, using such property or disposing of it; − the person has a criminal record for an intentional crime (including corruption-related) not related to their religious and political activities. In the event that a founder is a legal entity, the above requirements apply to its management staff and owners of 10% or more of voting shares or stakes in the charter capital of such founder.
9. In order to determine the requirements of point 7 of this Instruction, information indicating the following data is provided to the National Bank of Tajikistan:

1. for CB founders – physical persons:

• surname, name, patronymic;
• passport data, postal residence address and telephone number;
• information on the absence of a criminal record;
• occupation, place of work, position (if employed), address and telephone number of the workplace;
• amount of contribution to the charter capital of the CB being established, including in percentage terms of the total charter capital;

2. for related persons of a CB founder (physical person):

• information on close relatives, including (wives/husbands, children, parents, brothers, sisters, as well as parents, brothers, sisters and children of the wife/husband, parents-in-law, in-laws, sons/daughters-in-law, nephews, nieces, grandchildren, adopters, adopted persons, as well as other persons living together and conducting a joint household with the person authorized to perform state functions or equivalent);
• information on legal entities whose activities may be influenced by this physical person, in connection with participation in their charter capital or otherwise, including name, state registration data, postal address, telephone number and payment details, taxpayer identification number, information on founders, information on financial condition (including information on issued bonds, obtained loans and guarantees), composition of the Board of Directors/Supervisory Board and executive bodies (sole or collegiate);

3. for a legal entity whose activities may be influenced by CB founders – physical persons, in connection with participation (contribution/share) in their charter capital or otherwise:

• name, state registration data, place of residence address, telephone number and payment details, taxpayer identification number;
• information on founders;
• information on financial condition, including information on obtained loans;
• composition of members of the Board of Directors/Supervisory Board and executive body (sole and/or collegiate);

4. for CB founders – legal entities:

• full name, state registration data;
• address and telephone number;
• payment details, taxpayer identification number;
• size of contribution/share in the charter capital of CB, including in percentage terms of the total charter capital;

5. for related persons of a CB founder – legal entity:

• information on the composition of members of the executive body with passport data, taxpayer identification number, place of residence, occupation, size of contribution/share in the charter capital of this legal entity (if any);

6. for a legal entity whose activities may be influenced by a CB founder – legal entity in connection with participation in their charter capital and/or otherwise:

• name, state registration data, address, telephone number and payment details, taxpayer identification number;
• information on founders;
• information on financial condition (including information on issued bonds, obtained loans and guarantees);
• composition of members of management bodies (Board of Directors/Supervisory Board) and executive body (sole and/or collegiate).

Appendix No. 1 to Instruction No. 253 on Qualification Requirements for Founders and Managers of Credit Bureaus INFORMATION on founders (physical persons) of CB who have more than ten percent share or voting shares in the charter capital of CB On sources of monetary funds contributed as a contribution to the charter capital of CB

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(name of the established CB)

1. Surname, name, patronymic _________________________________________
2. Passport: series ____ number ______ issued by and when ______________

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3. Permanent residence address _____________________________
4. Main place of work or type of activity carried out _______________________________________________________________
5. Location and address of permanent place of work or activity ____________________________________
6. Tax authority controlling tax payments to the budget, and its place of registration_______________________________________________________ __
7. Information on income _________________________________________

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(indicate annual income for the last 3 years separately for each year) 8. Information on paid taxes

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(indicate the amount of paid taxes for the last 3 years and separately for each year) 9. Monetary amount to be contributed to the charter capital of CB

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10. Information on being brought to civil/material, administrative and criminal liability:

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(when, by whom, for what violations was brought to liability, indicate type of liability) 11. Funds directed for contribution to the charter capital are accumulated by me from the following income sources:

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12. Attachment: tax declarations for the past 3 years with the tax authority’s acceptance mark.
13. I confirm the correctness of the information specified in this declaration __________________ signature____________ Date of preparation "___" __________________ 20 g. Note: The declaration is filled out and signed by the founder (physical person) of CB in person.

Appendix No. 2 to Instruction No. 253 on Qualification Requirements for Founders and Managers of Credit Bureaus INFORMATION on managers of CB Note: any significant changes in the information provided must be brought to the attention of the National Bank of Tajikistan General Information

1. Surname, name, patronymic________________________________________ (surname, name, patronymic)
2. Address________________________________________________________ (city, region, postal index, country)
3. Date of birth ________________________________________________ (day, month, year)
4. Place of birth _______________________________________________ (city, region, country)
5. Citizenship ___________________________________________________ (country)
6. Passport number ______________________________________________
7. Telephone number ______________________________________________ (mobile, work)
8. Dependents and other relatives living together:

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(name, surname, age, degree of kinship) 9. Indicate other names used currently or previously, including reasons for their change and periods of use. Must include maiden surname, previous marriage surnames, names changed by law or otherwise_________________________________________________ (name, surname, patronymic, period and reason for use) 10. Previous places of residence Indicate, in reverse chronological order, all previous places of residence for the last five years. Indicate location and periods of residence

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(street, city, region, index, country, from (month/year) to (month/year)) 11. Information on education and professional recommendations indicating all degrees, completed courses of study and professional diplomas. Also, indicate the location of the university/school, period of study, degree

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(name, location, period of study, degree, main subjects) 12. Information on military service indicating the following information:

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(branch of service, military unit number, rank, date and method of discharge from service) 13. Current place of work. Information on work experience should be indicated in reverse chronological order. The current place of work is indicated first, then all periods of work and reasons for leaving the previous job are indicated. Additional pages may be used if necessary. Employer _____________________________________________________ Address ____________________________________________________________ (street, house, apartment, city, region, index, country) Surname, name, patronymic of manager ______________________________________________ Position of manager __________________________________________ Telephone number __________________________________________________ Period of work: from ___________________ to _______________________ Starting salary ________ current or final salary

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Occupation: ______________________________________________________

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(position, description of official duties and main responsibilities. Insert additional pages if necessary) 14. Committed offenses. Describe all criminal, civil, administrative investigations or proceedings, civil or administrative court proceedings (excluding routine or audit inspections, audits and investigations) against you, or affecting you or your company with which you are or were associated, which resulted in any sanctions, or could result in sanctions of any court of the Republic of Tajikistan, including:

• fraud, corruption offense, dishonesty, violation of loan payment regime or official duties, organized crime or extortion;
• violation of laws or other regulatory legal acts regarding securities;
• violation of rules, instructions, codes of conduct or professional ethics of financial organizations;
• any accusations, arrests, indictments or convictions by any law enforcement agencies against you, against any legal entity with which you were associated as a manager or major shareholder/participant. Indicate the name and type of legal entity;
• your relation to it, including the percentage of shares or stake in the charter capital (if any), nature of the accusation, its date;
• jurisdiction and place of filing the accusation;
• withdrawal or current status of the accusation;
• date of withdrawal (if any).

Name and type of legal entity | Connection with the legal entity and number of shares/stake in charter capital | Nature of accusation | Date | Jurisdiction and place of filing | Date of withdrawal of accusation 15. Have you been refused, or have you withdrawn, after formal or informal notification of intent to refuse, any application in connection with the following:

• establishment of a CB or financial organizations?
• Acquisition of a CB, or a financial organization, or a holding company of a financial organization?
• Acquisition of a controlling stake in any financial organization or CB?

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(If the answer to any of the above questions is positive, provide a detailed description of the reasons for refusal or demand for application, indicating the regulatory authority to which the application was submitted and the date of submission.) 16. Provide a detailed description of your role and official duties as a member of the Supervisory Board, Management Board, management, or holder of a controlling stake in any financial organization or CB with which you were associated and regarding which a formal agreement was reached on its suspension, liquidation, or bankruptcy during your association or within two years after your departure from the organization. In particular:

• do you have unpaid obligations for personal loans, your company’s loan, or a loan in which you are a guarantor related to payments, collateral, delays, or other types of financial difficulties? Provide detailed information.
• have you consciously made oral or written statements to any financial regulatory authorities in connection with an application, notification, or registration that were false or misleading regarding material facts, or failed to state the material fact(s) regarding information provided or requested in connection with such applications, notifications, or registrations?

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(if the answer is affirmative, provide details) 17. Other information, including: − all CBs, banks, other financial organizations, or parent companies of deposit institutions or other companies with which you have or had relations as a member of the Board of Directors/Supervisory Board, Management Board, or holder of a predominant share (owning 10% or more of issued shares or controlling, directly or indirectly,) or a person responsible for data security. Do not repeat information already described in detail in this report in the “Work” section. Include the name and location of each institution, your relation to it, the percentage of shares owned (if any), and dates.

Name and location | Position / Relation | Percentage of ownership (stake) | From Month/year | To Month/year − all legal entities (corporations, partnerships or joint ventures) with which you are associated as a manager, member of the Board of Directors/Supervisory Board, Management Board or major shareholder (owning 10 or more percent of issued shares). Do not repeat information already provided in detail in this report. Include the name and location of each company, its type of activity, your relation to it, the percentage of shares owned (if any), and dates of establishing relations.

Name and location | Type of activity | Percentage of ownership (stake) | Date 18. Have you or the company with which you are associated as a manager, member of the Board of Directors/Supervisory Board, Management Board, predominant share owner (owning 10 or more percent of the charter capital size of a legal entity) or data security responsible person, been involved in court proceedings related to bankruptcy or data protection violation over the last 10 years? Provide full details regarding all relevant court proceedings.

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19. List all associations and organizations of which you are a member. Indicate the names of these organizations and their location, the type of activity of these organizations, as well as all positions you held in these organizations.

Name and location of organization | Type of activity | Positions held 20. Indicate any other information you consider important for your qualification.

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21. List the names and places of residence of at least three recommending persons. These persons must personally know your character, reputation and main data about you; they must not be related to you, and in no way must they be related to this application.

Surname, name, patronymic / telephone number | Address | Occupation 22. Documents attached to the autobiography: − copies of documents confirming your qualification (diploma, certificate, etc.)

• a certificate from the Ministry of Internal Affairs of the Republic of Tajikistan on facts of detention or involvement as a suspect or accused in participation in criminal cases related to the legalization of illegal income, and involvement in criminal liability.