Banking Law No. 2020-011

LAW N°2020 – 011 on the Banking Law The National Assembly and the Senate have adopted in their respective sessions, on July 02, 2020, The President of the Republic, In view of the Constitution, In view of the High Constitutional Court Decision n°12-HCC/D3 of August 31, 2020, Promulgates the law the content of which follows: TITLE I. INTRODUCTORY PROVISIONS CHAPTER I. PURPOSE AND SCOPE Purpose Article 1- The purpose of this Law is to set up the operating conditions for the provision of banking services and the supervision of banking service providers. Entities subject to this Law Article 2 - This Law applies to banking service providers operating in the Republic of Madagascar territory. The Credit Institutions, « CI » in abbreviated form and other banking service providers are considered as banking service providers. CIs refer to all legal entities that provide one or more of the banking services provided for in Articles 5 to 13 of this Law, as a regular occupation. Other banking services providers refer to any legal person authorised to carry out, as a regular occupation, one or more banking services under the conditions provided for in Articles 23 to 26 of this Law. Entities not subject to this Law Article 3- The following entities are not subject to this Law:

1. the Public Treasury;
2. Banky Foiben’i Madagasikara (Central Bank of Madagascar), BFM in abbreviated form;
3. the public support and international cooperation institutions authorized to carry out credit transaction as defined in Article 7 of this Law, pursuant to treaties, agreements or conventions to which the Republic of Madagascar has signed up, as well as any

fund, instrument or entity in charge of the management of this fund or instrument for which these institutions or bodies are donors or shareholders; 4) non-profit organisations which, within the framework of their mission and for social reasons, grant, from their own resources, loans on preferential terms to some of their citizens; 5) organisations which, exclusively on an ancillary basis to their activity as builders or service providers, grant to natural persons having access to property the deferred payment of the price of housing they have acquired or signed up to; 6) companies which grant their employees, for social reasons, advances on salary or loans of an exceptional nature; 7) companies which, in the exercise of their professional activities, grant their contractors payment deadlines or advances, such as credit sales; 8) companies which carry out cash flow transactions with entities belonging to the same group as defined in Article 4 of this Law. CHAPTER II. DEFINITIONS Article 4- Within the meaning of this Law, the following definitions shall apply:

1. Independent director: any member of the Board of Directors who is not a shareholder and has no relationship of any kind with the CI either the entities of the group to which the CI belongs, which could compromise his freedom of judgement or give rise to a conflict of interest;
2. Representative office: any CI office whose head office is located abroad, with no legal personality, authorised to conduct exclusively any information or representation activity on the territory of Madagascar;
3. Transaction account: any available demand account , opened with banking service providers, which allows its holder to carry out any payment, withdrawal, transfer or payment transaction;
4. Cyber-security: any device to prevent, manage and mitigate the risks related to any illegal acts punished by cyber-crime regulations;
5. Corporate group : a group of companies made up of a parent company, its subsidiaries, entities and natural persons linked to it according to the criteria defined by CSBF instruction;
6. Banking group: a set of companies owned directly or indirectly by a parent company or holding company which leads and directs the group in which:

• a CI is either the parent company or one of the group entities;
• and the companies in the group are linked to one another by common management, commercial or financial interdependence, or the difficulties of one necessarily affect the other or others;

7. Financial inclusion: all access to appropriate financial products and services, including savings, credit, insurance and payments, offered by sustainable institutions and used by all sections of the population;

8. Financial infrastructure: a set of legal, institutional and technical frameworks put in place for the needs of the financial sector in which banking service providers are participants, reporters or users as the case may be;

9. Banking mobility: the ability of any person, holder proxy or guardian of a transaction account, to change from one CI to another;

10. Systemic risk: any risk of the effects of a CI's default or failure or bankruptcy spreading on the stability of the financial system or on the social level;

11. Financial stability: situation represented by a strong financial system, capable of fully performing its key functions and resisting to possible internal and external shocks;

12. Person related to the credit institution: a natural or legal person, or group of related persons, who meets one or more of the following criteria: a. a member of the Board of Directors and of the committees set up by the Board, including persons representing legal persons who are members of this Board of Directors, senior managers of the institution within the meaning of this Law, key executives in charge of risk management, compliance and audit functions; b. a shareholder holding a direct or indirect share in the institution within the limit set by CSBF instruction; c. a member of the Board of Directors of an entity meeting the criteria defined in point b); d. a spouse, family member in direct line up to the second degree and their respective spouses, or in collateral lines up to the third degree of a person referred to in a), b) and c); e. a firm to which a person referred to in a), b) and c) is a member of the Board of Directors and affiliated companies to this firm; f. a political party to which a person referred to in points a), b), c), or d) is registered as a leader member or founding member of that political party; g. a company in which a person referred to in (a), (b) and (c) holds, directly or indirectly, shares or voting rights up to the limit set by CSBF instruction; h. a company directly or indirectly controlled by the CI, alone or together with other natural or legal persons, within the limit set by CSBF instruction. TITLE II. BANKING SERVICES CHAPTER I. BANKING OPERATIONS Section 1. Generalities Article 5 - Banking operations cover receipt of funds from the public, credit transactions and provision or management of means of payment. Authorised banking operations vary according to the EC categories defined in Articles 15 to 22 of this Law. Section 2. Receipt of the funds from the public . Article 6 - Are considered as funds received from the public funds that a person collects from a third party, with the right to use them on his own account, but at his costs to return them. The following shall not be considered as funds received from the public:

• funds received or left on account by the partners or limited partners of a partnership,

the partners or shareholders holding at least five per cent (5%) of the share capital, the directors, the members of the management board and the supervisory board or the managers, as well as funds from participatory loans provided for in Article 10 of this Law;

• funds received by a company from its employees, provided that the amount does not exceed ten per cent (10%) of its equity capital. For assessing this threshold, funds received from employees pursuant to specific legislative provisions shall not be taken into account;
• deposits or any sums pledged as security for the repayment of credits to a CI. Section 3. Credit transactions Generalities Article 7 - A credit transaction is any act by which a person, acting for a fee, makes funds available or promises to make funds available to a person or makes a commitment by signature such as an approval, a guarantee or a surety in the interest of the latter. The CIs, having provided a deposit, a deposit, a guarantee or a security, have a right of recourse as of right and in all cases against their client, their co-obligated persons and the persons who have provided a guarantee. CIs are subrogated in the rights of the creditors for the payments they have made. The following shall be assimilated to credit transactions: leasing operations, factoring and participatory credit. In addition to the provisions set out in this Law, these operations may be subject to a specific law passed after the opinion of the Banking and Financial Supervision Commission, CSBF in abbreviated form, set up by Article 34 of this Law. Leasing Article 8- The leasing is an operation through which the CI, lessor, pursuant to a contract, purchases any asset at the request of its client, the lessee, in order to rent it out for a specified period, against a payment of a periodical rent by the latter. At the end of the contract, the lessee may:
• either return the asset to the lessor;
• or acquire the asset for the residual value set in the contract, which takes into account the payments made as rent;
• or request the contract renewal. CIs carry out leasing transactions in accordance with the leasing regulations. Factoring Article 9 - Factoring is a transaction through which the CI, called a factor, in return for commissions, can:
• pay to its client the amount of valid trade receivables held by the latter on its own debtors, by virtue of an assignment of business receivables;
• act as a guarantor or surety for its client under a pledge.

Factoring is governed by a subrogation agreement which can include the provision by the factor of various management services to its client. The factor has no recourse against his client in case of default of the debtor. Participatory credit Article 10 - Participatory credit consists in bringing together any person seeking a sum of money to borrow and any person wishing to lend a sum of money according to the following terms and conditions:

• the CI collects the funds, which are deposited in a blocked bank account;
• the CI, in return for a fee, makes the funds collected available to borrowers in the form of loans or makes, in the interest of the borrowers, a commitment by signature such as a guarantee, a surety or a security
• the CI ensures, on behalf of the borrowers, the repayment to the lenders of the loan amount and the agreed interest. Article 11- Notwithstanding the specific regulations on participatory credit, CSBF shall establish by way of instruction the specific conditions for carrying out this activity. Section 4. Making available to the public or managing means of payment Article 12 - Making available to the public or managing means of payment is the operation by which the CI puts into circulation any means of payment or any instrument which, whatever the medium or technical process used, enables any person to withdraw, pay in, transfer money and make any payment. CIs shall comply with the provisions of the regulations governing means of payment and those relating to electronic money and electronic money institutions. CHAPTER II. RELATED OPERATIONS Article 13 - CIs are authorised to carry out operations related to their activities such as:  safe deposit box rental;  foreign exchange transactions; gold and precious metal operations;  acquisition of shareholdings in existing or new companies;  advice and assistance in wealth or financial management, financial engineering and, in general, all services intended to facilitate the creation or development of companies;  any transaction in financial instruments;  the distribution of insurance products in accordance with the provisions of the insurance regulations;  advice, training and financial education; subject to compliance with the regulations applicable to the aforementioned professions or activities.

TITLE III. BANKING SERVICES PROVIDERS CHAPTER I. CREDIT INSTITUTIONS Section 1. Generalities Article 14- Credit Institutions are classified as banks, financial institutions and microfinance institutions. Authorized banking services vary according to the CI category. Section 2. Categories of Credit Institutions Banks Article 15- Banks include two categories: banks themselves and development banks. Article 16- Banks themselves are authorized to provide all banking services, including banking operations and related operations. They are approved in two sub￾categories, according to criteria laid down by CSBF instruction. These criteria are mainly based on the importance of risk and its impact on financial stability. Article 17- Development banks carry out credit transactions as their main activity. They are not allowed to collect funds from the public. They generally act within the framework of a permanent mission of public interest. They essentially finance structuring projects initiated within the framework of the Government general policy implementation, focusing in particular on the economic and social fields. The related operations authorised to them are provided for under conditions laid down by CSBF’s instruction. Financial institutions Article 18- Financial institutions may carry out one or several banking services. The authorized operations are defined in their approval decision. Financial institutions are accredited as savings institutions, specialized credit institutions or business institutions. Article 19- Savings institutions may receive funds from the public. They are not authorised to carry out credit transactions. They are authorized to carry out related operations, including in particular all operations on financial instruments. Article 20- Specialized credit institutions may provide one or more banking services. They are specialised in credit transactions, in particular credit-like operations as defined in Articles 7 to 10 of this Law and the availability to the public or management of means of payment as defined in Article 12 of this Law. They are not authorized to receive funds from the public except on a secondary basis, as a direct corollary of their activities in the form of guarantee deposits or provisions for a specific operation.

Article 21- Business institutions are entitled to carry out, as their main activity, acquisition of shareholdings in existing or new companies. They may also carry out credit operations as well as operations related to their activities. They are not authorised to receive funds from the public. Microfinance Institutions Article 22- Microfinance Institutions (MFIs) carry out microfinance activities in accordance with the related regulations. They may carry out related operations, particularly foreign exchange operations, upon prior authorization from CSBF. They carry out these operations in compliance with banking and foreign exchange regulations and under the conditions set by CSBF instruction. CHAPTER II. OTHER BANKING SERVICE PROVIDERS Section 1. Generalities Article 23- Other banking service providers shall carry out, on their own account, one or several banking operations, including or not related operations, provided for in Articles 5 to 13. They are accredited and carry out their activities in accordance with their specific regulations. Article 24- Without prejudice to the specific provisions set by CSBF instructions, the provisions of this Law are applicable to other banking service providers, except for those relating to preventive, recovery and resolution measures. Article 25- CSBF shall update and publish on the BFM website a list of other banking service providers. Section 2. Categories of other banking service providers Article 26- Other banking service providers are accredited, or must obtain their license, according to the regulations applicable to them, as:

• electronic money institutions;
• foreign exchange offices;
• or any other entity as defined in Article 23 of this Law.

TITLE IV. CONDITIONS FOR THE PROVISION OF BANKING SERVICES CHAPTER I. APPROVAL Section 1. Request for approval Article 27- The performance of banking services defined in Articles 5 to 13 of this Law is subject to prior approval by CSBF. They are accredited and operate in accordance with their specific regulations. The application for approval essentially comprises the introduction of:

• the promoter;
• the prospective shareholders and managers;
• the business plan including, in particular, the operations planned with the financial forecasts over a five-year period;
• the technical and financial resources planned;
• the preventive recovery plan, as referred to in Article 52 of this Law. In addition, the request for approval shall justify the existence within the CI to create an internal control and risk management system that meets the requirements of the relevant regulations, as well as a reliable and efficient information and management system. All promoters must pay the fee for approval request, the amount and payment terms of which are set by order of the Minister in charge of Finance, on the proposal of CSBF. The fees are not refundable, regardless of the outcome of the application for approval. CSBF shall determine by means of an instruction the conditions for approval, the procedures for the examination of requests for approval, according to the categories of CIs. Section 2. Approval Decision Article 28- CSBF shall grant approval when the conditions required by this Law and its implementing regulations are met. The approval decision is notified to the promoter and specifies the name of the CI, the category and the banking services for which it is authorized. The decisions of CSBF relating to the refusal and withdrawal of approval may be appealed before the competent administrative court. Section 3. Conditions precedent Article 29- CSBF shall include in the approval decision one or more conditions precedent to be fulfilled within a specified period of time, before the CI actually begins to provide banking services.

Section 4. Refusal of the request for approval Article 30- Reasons shall be given for any refusal of approval. It shall be announced, in particular, when:

• the origin of financial resources is not justified, in accordance with the regulations on the fight against money laundering and terrorism financing;
• the shareholding structure lacks transparency;
• the financial situation of the shareholders does not guarantee their ability to provide additional financial support to the CI;
• the governance and control structures do not comply with the requirements of this Law and its implementing legislation;
• the business plan does not ensure the viability, stability and sustainability of the institution or the projected financial statements are based on unjustified or unrealistic parameters;
• the CI does not have a clear risk management policy and strategy;
• the information and management system does not meet the control needs required by CSBF;
• the preventive recovery plan provided for in Article 52 of this Law is not included in the file;
• the anti-money laundering and anti-terrorist financing system does not comply with the requirements of the relevant regulations;
• the licensing file contains gaps or inconsistencies that do not allow CSBF to give an opinion. Section 5. Publication of the authorisation decision Article 31 - CSBF publishes the approval decision on BFM website and updates and publishes the list of accredited CIs. To this end, it assigns to each accredited CI a registration number, after the lifting of the conditions precedent provided for in Article 29 of this Law. The CIs publish the approval decision at their own expense in at least two (2) newspapers for legal announcements and post a copy of the said decision at the head office of the establishment. This list and its updates are published on the BFM website and in the Official Journal. Article 32 - CIs shall mention in all acts, documents, commercial correspondence and various publications, the reference of the authorisation decision, the category in which they operate and the registration number provided for in Article 31 above. WITHDRAWAL OF AUTHORISATION Article 33 - CSBF shall withdraw the approval of a CI in one of the following cases:
• on its own initiative when the CI: · has not started its activity within six (6) months from the lifting of the conditions precedent; · has ceased its activity for a period of six (6) months for any reason whatsoever; · is not in a position to straighten out its situation, despite the recovery measures referred to in Title 7 of this Law;

· finds itself in difficulty and its dissolution does not entail a systemic risk as defined in Article 4 of this Law;

• at the CI request when: · its Extraordinary General Meeting has decided on early dissolution; · a shareholder requests it, in the event of non-performance of the obligations of one or more shareholders or of disagreement between them preventing the CI normal operation. CSBF notifies the CI of the decision to withdraw its approval, stating its reasons, and publishes it on BFM website. The CI concerned publishes the decision in at least two (2) of legal notice papers at its own expense. Upon withdrawal of its approval, the CI immediately ceases its activities and goes into liquidation, in accordance with the provisions of Articles 201 to 227 of this Law. TITLE V. SUPERVISORY AUTHORITY CHAPTER I. CSBF MISSION Article 34 - A Banking and Financial Supervision Commission, "CSBF" in abbreviated form, is hereby established. Its mission is to ensure that the soundness of banking service providers is maintained, check compliance with the provisions can be applied to them, and to contribute to the stability of the financial system. Article 35 - In the performance of its mission, CSBF is an administrative, regulatory, supervisory, banking crisis prevention, disciplinary and resolution authority. CSBF may be assisted by one or more experts, for the performance of the missions assigned to it. They shall be chosen for their integrity, their specific technical skills and their qualifications. CHAPTER II. DUTY OF CSBF Section 1: As an administrative authority Article 36 - CSBF shall issue the approval and prior authorisations provided for in Articles 27 and 119 of this Law. It supervises the CIs from the time of issuance of the approval and for any modification of the elements taken into account in the aforementioned approval until the liquidation. All decisions of CSBF and its Chairman are of an administrative nature. Section 2. As a regulatory authority Article 37 - CSBF shall lay down, by means of instructions, the rules aimed at ensuring in particular:

• the smooth running and stability of the CIs;

• their financial transparency;

• the protection of banking services’ customers;

• the fight against money laundering and terrorism financing. CSBF publishes its instructions on BFM website. The instructions shall be enforceable upon notification to the professional associations defined in Article 149 of this Law. Article 38 - CSBF shall propose to the Ministry in charge of Finance any changes it deems necessary to be made to the regulations that can be applied to CIs which are not within its competence under this Law. CSBF shall be consulted on all proposals or projects of the same nature. Article 39 – CSBF Chairman may ask a CI to comply with stricter prudential requirements, in particular with respect to capital and liquidity, when he deems it necessary in view of the CI's situation or when he deems that the CI may cause a systemic risk as defined in Article 4 of this Law. Section 3. As a supervisory authority Generalities Article 40 - CSBF monitors compliance by the CIs with the regulations that can be applied to them, particularly the implementation of the money laundering and terrorism financing system. Article 41 - CSBF shall put in place any system allowing to identify or detect at an early stage, the CIs fragility and shall draw up an annual supervision plan according to the CIs risk profile. In the implementation of this supervision plan, CSBF carries out regular exchanges with the Board of Directors, the general management and the CI supervisory body to discuss, in particular, strategies, activity programmes, deviations from activity plans or changes in the CI management , regulations governing the banking activity and the macroeconomic environment in general. The related practical arrangements are determined by an instruction of CSBF. Article 42 - CSBF may request from the CIs, from any authority and from any competent person, any information which enables it to analyse and assess the CIs situation, and even to detect and measure the impact of the CI failure on the banking system. Control by CSBF a. Permanent inspection Article 43 - CSBF carries out permanent inspection on the basis of the documents and information transmitted by the CIs, in accordance with the conditions laid down by CSBF. Within this framework, it may request from the CIs any necessary information, clarifications or supporting documents. CSBF is entitled to access all reports or documents or correspondence from the CIs.

b. On-site check Article 44 - CSBF conducts on-site check at any time. On-site check may be extended to a CI subsidiaries, distribution officers and entities providing banking services on behalf of the CI. Article 45 - CSBF and the persons it mandates within the framework of its supervisory activities have free access to all documents, correspondence and information, regardless of the media needed to carry out its mission. The CI shall facilitate CSBF's access to any premises and shall provide it with qualified personnel. Article 46 - The results of on-site checks are communicated to the general management of the CI concerned which is required to transmit to the Board of Directors or the body in charge a copy of the inspection report as well as the accompanying follow-up letter. The general management transmits to CSBF Secretariat General, within the deadline set by the latter, the detailed action plan with the measures taken or planned in response to all the findings and recommendations of the mission and their implementation timeline. CSBF may transmit all or part of the inspection reports to the CI concerned statutory auditors or ask the CI's senior management to do so. c. Consolidated and cross-border inspection Article 47 - CSBF carries out the inspection of each CI on an individual basis and, if necessary, on a consolidated basis when the CI belongs to a banking group defined in Article 4 of this Law or to a network of MFIs. In this respect, it may request from the CI all information concerning the group or the entities of the network, in order to analyse the impact of their situation on the CI. CIs are required to promptly inform CSBF of any irregularities or events that have occurred in the activity of the banking group or network entities, which may compromise the CI situation. Article 48 - CSBF may carry out cross-border inspection of a banking group entities within the framework of a cooperation agreement with its counterpart banking supervisors abroad as provided for in Article 94 of this Law. d. Identification of misappropriation Article 49 - CSBF shall carry out the inspections or investigations in case of suspected fraud or misappropriation committed by one or more members of the general management and the supervisory body or by an employee. It may mandate the delegated supervisor provided for in Article 55 of this Law to collect all useful evidence with a view to prosecution to the competent courts. CSBF shall promptly inform the CI Board of Directors of any fraud or misappropriation committed by one or more members of the general management or an employee. CSBF Chairperson orders the Board of Directors to:

• take all measures to improve the CI governance;
• take appropriate measures to penalise the persons responsible for the fraud or misappropriation and inform CSBF thereof. Article 50 - Where fraud or misappropriation is committed by one or more members of the Board of Directors, CSBF is entitled to report such fraud or misappropriation to the competent authorities for possible legal action. Section 4. As a banking crisis prevention authority Article 51 - CSBF has the power to undertake all preventive measures and actions against a CI when the situation of the latter so requires, to preserve its financial soundness. Preventive plan Article 52 - CSBF shall ensure the existence, upon approval, of a preventive recovery plan developed by each CI, specifying in particular:
• measures that may be undertaken by the CI in any of the situations referred to in Article 53 of this Law;
• the appropriate conditions and procedures to ensure the fast implementation of these measures;
• the exit scenarios according to the CI particularity, including if needed a liquidity and equity strengthening programme;
• and any element to maintain or restore the CI's viability and financial position. The preventive plan shall be drawn up in accordance with the provisions laid down by CSBF instruction. CSBF orders the plan modification when deficiencies are identified. Where the CI belongs to a banking group, its preventive recovery plan takes due account of the resolution plan drawn up at group level. Preventive measures Article 53 - CSBF may start preventive measures when all or some of the following conditions are met:
• the CI does not comply, or is likely not to comply within the next three (3) months, with the provisions of this Law or its implementing texts;
• the CI financial situation is such as to call into question the proper performance of its commitments or does not sufficiently guarantee its solvency, liquidity or profitability;
• the CI modes of governance, management, administrative or accounting organisation or the internal control system has serious deficiencies with regard to the regulations in force. Article 54 - Where one of the conditions referred to in the previous Article arises, CSBF may issue an injunction to the CI to submit, within a specific period of time, all measures or an action plan aimed at regularising its situation, restoring its financial situation or its liquidity level, correcting its management methods or ensuring that its organisation is in line with its activities or its development objectives, with a projected implementation

timeline. CSBF is entitled to require the CI to implement one or more measures, including:

• the implementation of one or more provisions of the preventive recovery plan provided for in Article 52 of this Law and the updating of the aforementioned plan if the CI's current situation has changed in relation to the assumptions made in the initial plan;
• the presentation of an emergency recovery plan aimed at ensuring compliance with regulatory requirements or overcoming identified difficulties;
• strengthening the social capital to an appropriate level compared to the level of existing and projected risks, including carrying forward all or part of net profits;
• taking prompt action to strengthen governance, internal control and risk management systems and procedures;
• changing the business model or strategy if it is not supported by appropriate organisational, control and risk management mechanisms and appropriate planning in terms of financial, human and technological resources;
• the limitation or temporary termination of certain activities or operations that excessively compromise the CI soundness;
• the prompt or additional provisioning of assets of doubtful quality. Delegated supervisor Article 55 - CSBF may appoint a delegated supervisor to carry out any one-off check mission or a mission of permanent presence at a CI, in order to:
• check compliance with the regulations;
• inform its opinion on specific issues;
• carry out an in-depth analysis of the CI situation;
• carry out any investigation;
• propose measures to reinforce or replace those proposed by the CI, in accordance with Article 52 above. CSBF defines in the Act of delegation the delegated supervisor’s mandate and tasks. Article 56 - The delegated supervisor may be a natural or legal person. In the case of a legal person, a head of mission is designated, who is the main contact person for CSBF and is responsible for conducting the mission with the CI. The delegated supervisor acts in the name and on behalf of CSBF. He is subject to the inspection of CSBF in the exercise of his functions. The delegated supervisor reports to CSBF on his mission. The delegated supervisor receives the various reports and minutes of the meetings of the general assembly, the board of directors, the general management and the committees created within the CI, and is responsible for making report to CSBF. The conditions of the delegated supervisor intervention are subject of an agreement with CSBF and are brought to the attention of the CI concerned. Article 57 - The recruitment of the delegated supervisor is carried out through a call for candidates launched by CSBF.

Article 58 - In the absence of an application, CSBF Chairman chooses the delegated supervisor from among the Chartered Accountants who are members of the Association of the Chartered Accountant in Madagascar, "OECFM" in abbreviated form. Within this framework, the Association proposes at least three (3) names from the list of Chartered Accountants within fifteen (15) working days of the request made by the Chairman of CSBF. The proposed chartered accountants shall have at least five (5) years of professional experience. Section 5. As a disciplinary authority Disciplinary sanctions Article 59 - CSBF shall impose one or more of the disciplinary sanctions provided for in article 60 below on banking service providers should any failure to comply with the provisions of this Law and its subsequent texts arise, particularly:

• failure to comply with the conditions required for authorisation or prior authorisation;
• failure to comply with an injunction or warning;
• failure to comply with reporting and information obligations;
• failure to comply with the regulatory provisions that can be applied to them. Article 60 - CSBF shall impose one or more disciplinary sanctions on the banking service provider in one of the cases or acts provided for in Article 59 above, depending on the seriousness of the breach:
• a warning;
• a reprimand;
• a ban on carrying out some operations and any other limitations in the performance of its activities;
• the limitation of the distribution of dividends for the financial year under review;
• the dismissal of the persons in charge of the general management;
• suspension of the members of the Board of Directors;
• the withdrawal of the authorisation to appoint the auditor;
• withdrawal of approval. In case of withdrawal of the authorisation to appoint the auditor, the management body informs the association OECFM. The latter communicates to CSBF Chairman the decisions taken against the aforementioned Auditor. The Statutory Auditor whose authorisation has been withdrawn may no longer exercise the function of Statutory Auditor within a CE for a period of six (6) years. CSBF shall inform the authority in charge of financial stability of any disciplinary measures taken against a banking service provider. Article 61 - In addition, CSBF may impose financial penalties or fines, either in lieu of or in addition to the penalties provided for in article 60 above. The Minister in charge of Finance shall issue a decree, on the proposal of CSBF, to determine the amount and modalities for levying administrative monetary sanctions.

Article 62- The CSBF Chairman may, in case of emergency, suspend members of the Board of Directors, the general management, and the supervisory body, possibly combined with a financial penalty when justified by special circumstances, particularly in respect of facts triggering remedial measures as provided for in Article 168 of this Law. It shall inform CSBF at its next meeting. The decision thus taken shall be ratified by CSBF. Procedures for imposing disciplinary sanctions Article 63 - When CSBF pronounces a disciplinary sanction, the decision shall be preceded by an adversarial procedure. In this regard, the banking service provider and the person concerned shall be notified of the facts of which they are accused and summoned fifteen (15) days before the date of CSBF meeting, by any means that leaves a written record addressed to the Board of Directors and the General Management. Article 64 - Should the person concerned, duly summoned fail to appear before the court, CSBF decision shall be deemed to be contradictory. CSBF's decision shall be promptly notified to the Board of Directors and the general management of the banking service provider and shall be the subject of a special deliberation of the aforementioned Board within twenty (20) days of the notification. A true copy of this deliberation shall be sent to CSBF within fifteen (15) days of the Board of Directors' meeting. Article 65 - Decisions on disciplinary sanctions taken by CSBF may be appealed before the Council of State. CHAPTER III. CSBF MEMBERS Section 1. Composition Article 66 - CSBF is made up of two boards:

• a supervisory board, with administrative, control, preventive and disciplinary powers. The Supervisory Board is entitled to take remedial measures provided for in Articles 167 to 175 of this Law;
• a resolution board, entitled to take resolution measures provided for by Articles 176 to 186 of this Law. The supervisory board is made up of eleven (11) members:
• BFM Governor, Chair;
• BFM First Vice-Governor;
• the Treasury Director General;
• one (1) member appointed by the Minister in charge of Finance;
• one (1) Magistrate appointed by the First President of the Supreme Court for a five (5) year term renewable once;
• four (4) full members, including two from the private sector (2) and two from the public sector, appointed for their good repute and their competence in banking, finance, law, economics, auditing and accounting, for a term of five (5) years renewable once;
• two (2) full members, one (1) from the private sector and one (1) from the public sector, appointed on the basis of their good repute and expertise in the field of insurance and new information and communication technologies, for a term of office of five (5) years renewable once.

The resolution board is made up of nine (9) members:

• BFM Governor, Chair;
• BFM First Vice-Governor;
• the Treasury Director General; (5) one (1) magistrate appointed by the Minister of Justice for a term of five (5) years renewable once;
• one (1) member appointed by the authority in charge of financial stability;
• four (4) other full members appointed on the basis of their good repute and their competence in banking, finance, law, economics, auditing and accounting, for a term of five (5) years renewable once. The composition of the (6) members of the supervisory board and the (4) members of the resolution board chosen on the basis of their good repute and competences as well as of their deputy shall be determined by a decree implementing this Law. Article 67 - Only full members shall be called upon to attend all CSBF meetings. Should a prohibition provided for in Article 72 of this Law, physical or mental incapacity, resignation or death of a titular member arise, the deputy member shall immediately take over function until the expiry of the term of office of the titular member concerned, upon notification by CSBF Chair. In the event of unavailability of the full member due to duly justified prolonged illness, the deputy member shall replace him during his absence, upon notification by CSBF Chair. The full member shall resume his duties after informing CSBF Chair. The period of unavailability may not exceed six (6) months. Otherwise, the member with tenure shall be replaced by the deputy member. Article 68 - In case the Governor is absent or unavailable, BFM First Deputy Governor shall chair CSBF. Article 69 - During the performance of their mandate, CSBF members shall receive an allowance determined by the Head of Government, upon proposal of CSBF Chair. Deputy members shall receive their allowances only when they take up office. Section 2. Appointment Article 70 - The appointment method of CSBF members chosen for their particular competencies as provided for in Article 66 of this Law shall be determined by a Decree issued by the Council of Ministers. Article 71 - CSBF members shall be of Malagasy nationality, resident in Madagascar, be under sixty-five (65) years of age on their appointment day and of good repute. They shall not be subject to any of the prohibitions set forth in Article 232 of this Law. Section 3. Prohibitions Article 72 - During their term of office, CSBF members and supervisory officers of

the CSBF General Secretariat may not perform any duty or hold a mandate in a CI or an entity of their group that is not remunerated or remunerated directly or indirectly. The prohibition shall continue to apply for a period of one (1) year after the termination of their function with an obligation of reserve with regard to the disclosure of information or documents which they became aware of during their mandate or function. Prohibition during the performance of a member's mandate shall entail the automatic termination of his mandate. In this case, the aforementioned member shall promptly notify CSBF Chair. Section 4. Legal protection Article 73 - CSBF members shall not be relieved of their duties before the end of their term of office only on account of the prohibitions provided for in Article 72 above, physical or mental incapacity, or unavailability due to illness for a period of over six (6) months, if the conditions of performance provided for in Article 66 of this Law are no longer fulfilled during their term of office or their function, or should an event of failure to comply with the rules of ethics provided for in Article 85 of this Law arise. Article 74 - No disciplinary sanction may be imposed on CSBF General Secretariat supervisory officers, except in case of offense against discipline or professional misconduct. Article 75 - The visit of CSBF General Secretariat supervisory officers, within the framework of their missions, should be facilitated by the CIs. CHAPTER IV. CSBF STRUCTURE Section 1. At the legislative level Article 76 - CSBF shall meet at least four (4) times a year:

• on the initiative and upon convening of its Chair who shall set the Agenda of the meetings;
• or when at least five (5) of its members so request. The supervisory Board may only validly deliberate in the presence of the majority of its members. The resolution Board can only validly deliberate if all its members are present. Article 77 - CSBF decisions shall be taken by a majority of its members, i.e. six (6) votes out of eleven (11) for the Supervisory Board and five (5) votes out of nine (9) for the Resolution Board. In the event of a tie, the Chair shall have the casting vote. Article 78 - When CSBF sits as a disciplinary authority, decisions are taken by a two-thirds majority, i.e. seven (7) votes out of eleven (11). Article 79 - In case of emergency, CSBF may, except in matters of sanctions, decide by means of consultation as provided for in its Internal Regulations. Article 80 - CSBF General Secretary and/or his deputy as well as the BFM

representative in charge of the monetary sector shall attend CSBF meetings without the right to vote. The General Secretary may be assisted by any General Secretariat officer. The President of the relevant professional association of CIs or his representative is invited to participate, without voting rights, in the discussions of CSBF meeting held to examine CSBF draft instructions. CSBF may call to one of its meetings any resource person that it deems to be heard. Any person attending CSBF meetings is required to maintain the confidentiality of discussions, failing which Article 378 of the Criminal Code shall apply. Article 81 - In accordance with the conditions laid down in CSBF's Rules and Regulations, the Chair of CSBF shall be entitled to take decisions on behalf of CSBF, subject to reporting at its next meeting. As such, he shall be responsible, in particular, for:

• granting or refusing a request for approval or prior authorisation provided for in Articles 27 and 119 of this Law under the conditions laid down by the relevant CSBF instructions;
• specifying, if , by means of a circular, the conditions of application of the instructions adopted by CSBF;
• signing all agreements on behalf of CSBF;
• ordering an on-site check;
• taking all corrective measures provided for by this Law;
• acting before any competent court to carry out CSBF mission. Section 2. At the level of the executive body Article 82 - CSBF executive body is its General Secretariat. To this end, the Governor appoints, under the same conditions as BFM Directors, a person in charge of performing the functions of a Secretary General. When it is justified by the development of the financial sector, CSBF may decide to create the position of Deputy Secretary General. Article 83 - In addition to enforcing CSB’s decisions, CSBF Secretary General is entitled to take all administrative and management measures required for CSBF smooth running. To this end, he shall:
• be in charge of CSBF Administrative Secretariat and handle day-to-day business;
• carry out CI permanent and on-the-spot control , and audits recommended by CSBF or its Chair in case of emergency, and ensure the follow-up of the recommendations made during the checks;
• take all precautionary measures if the CI situation justifies it, and promptly inform the Chair;
• act before any competent court for the performance of CSBF's mission, on delegation of CSBF Chair. Section 3. CSBF operation Article 84 - CSBF shall adopt and update its internal regulations.

Article 85 - CSBF shall adopt rules of ethics with which all members, supervisory officers of CSBF General Secretariat, and recovery commissioners shall comply on pain of enforcement of the sanctions provided for in the aforementioned rules. Article 86 - CSBF members, CSBF General Secretariat supervisory officers, and any person who has knowledge of confidential information relating to CSBF's remit and the situation of a CI, hall be bound by professional confidentiality during and at the end of their mission on pain of enforcement of the sanctions provided for in Article 378 of the Criminal Code. Such persons shall no longer be bound by professional confidentiality where the source of the confidential information has given its consent to its disclosure and only for the purposes for which the consent was given, or where CSBF exchanges information with authorities provided for in Articles 92 to 94 of this Law. Section 4. CSBF budget Article 87 - The Central Bank ensures, from its budget and with the assistance of its staff, the activities of CSBF and its General Secretariat. Article 88 - The banking service providers subject to CSBF supervision shall contribute to CSBF operating costs, whose rate, constitution terms and conditions, and deduction shall be set by a decree issued by the Council of Government. Article 89 - The fees for the request of approval and the penalties provided for in Articles 27 and 61 of this Law are allocated to CSBF operation. Article 90 - CSBF decides its provisional budget for the next financial year and transmits it to BFM within the framework of BFM annual budget adoption. Article 91 - CSBF General Secretariat executes the budget adopted by CSBF and submitted to BFM Board of Directors for approval in accordance with BFM Articles of Incorporation provisions. CHAPTER V. COOPERATION, EXCHANGE AND PUBLICATION OF INFORMATION Section 1. With the national authorities Article 92 - CSBF may exchange information with any other authorities at national level in the exercise of its powers in compliance with the provisions of the Law in force on the protection of personal data. Such exchanges shall be governed by an agreement. Article 93 - CSBF may also, within this framework, directly contact any other entities if it deems it useful. In case of emergency, CSBF is required to alert all competent authorities of any event that may threaten the soundness and stability of the financial system, for the purposes of coordination and transparency.

Section 2. With foreign supervisory counterparts Article 94 - CSBF may exchange information and carry out joint controls with its foreign supervisory counterparts in exercising its powers. Information exchanges and joint controls may take place as early as the approval request phase, or during the supervision, recovery or crisis resolution phases, subject to reciprocity and to these authorities being subject to professional confidentiality with the same guarantees as in Madagascar. Such exchanges are governed by an agreement. Section 3. Publication of information Article 95 - CSBF may, upon request or on its own initiative, make available to the public any consolidated information on the banking sector, through BFM website or any other medium. Article 96 - Every year, CSBF shall prepare and submit to the President of the Republic, the Parliament and the Head of Government, a report on the performance of its mission and the banking system operation. REGULATION OF THE PROFESSION CHAPTER I. GENERAL PROVISIONS Generalities Article 97 - CIs shall ensure compliance with the provisions of this Law and its implementing texts as well as the specific regulations that can be applied to them. The CI is required to comply at all times with the conditions to which its approval is subject. Professional confidentiality Article 98 - Any person who, in any capacity whatsoever, participates directly or indirectly in the administration, management or check of a CI or is employed by it, is bound by professional confidentiality during and after their function under the conditions and under penalty of the application of the sanctions provided for by Article 378 of the Criminal Code. Professional confidentiality may not be invoked against either BFM, or CSBF, or the Financial Stability Authority, any person mandated by them, any other entity acting pursuant to a specific regulation, or the judicial authority acting within the framework of a legal proceedings.

CHAPTER II. RULES AND STANDARDS THAT CAN BE APPLIED TO CIS Section 1. Prudential standards and management rules Article 99 - CSBF shall, in particular, decree in proportionate manner to the risks of CIs, prudential rules relating, in particular, to solvency, liquidity and the balance of the financial structure in order to protect depositors and prevent systemic risk. It also lays down rules relating to the chart of accounts, the conditions of periodic and annual closing and consolidation of accounts, the publication of financial statements and other information intended both for the supervisory authorities and the public, after consultation with other authorities concerned. Article 100 - It shall also decree management rules aimed at:

• strengthening governance and control;
• setting up a risk management system;
• ensuring the transparency of operations and the regularity of their accounting entry and control;
• monitoring market conduct, particularly in the areas of customer protection and the fight against money laundering and terrorist financing;
• assessing the conditions under which CIs may acquire shares and grant credit to their staff, managers, shareholders, directors and auditors, as well as to related persons defined in Article 4 of this Law. Section 2. Legal form, share capital, legal reserve and publication of information Article 101 - The legal form of a credit institution is a multi-personal limited company. However, the CIs approved as MFI may adopt other legal forms, as provided for by the microfinance regulation. The head office of a CI shall be set up in the territory of the Republic of Madagascar. Article 102 - At the time of their incorporation, the CIs have a fully paid-up share capital, whose minimum amount required for each category of CI is set by decree of the Government Council, upon CSBF proposal. The shares of the CIs are registered to allow the identification of their shareholders or members at any time. Article 103 – As a departure from the law on commercial companies, CIs are required, during their corporate life, to set up an annual legal reserve, whose rate is set at fifteen percent (15%) of the net result defined by CSBF instruction relating to the CIs Accounting Plan. Article 104 - The CIs shall publish, at least annually, on an individual basis and possibly on a consolidated basis in case they belong to a banking group, qualitative and quantitative information reflecting their financial situation. CSBF shall establish by way of instruction the publication terms and conditions and the types of information that the CIs shall publish.

Section 3. Governance and audit structures Generalities Article 105 - The CIs define policies in accordance with the following principles of good governance:

• prevention and management of risks according to the nature of the activity ;
• allocation of management and audit responsibilities;
• independence and effectiveness of the audit system;
• transparency of financial information. Article 106 - CSBF shall determine by way of instruction the composition, operation and duties of the governance and supervisory structures, as well as the conditions for the appointment of their respective members. The CSBF Chair may oppose the appointment of any person who does not meet the conditions thus laid down by CSBF. Rules of ethics Article 107 - The Board of Directors, the General Management and the Auditors shall comply with ethical rules, which are specified in a Code of Ethics and Deontology. In this respect, they shall:
• act honestly, in good faith, reasonably and in the interests of depositors and customers;
• perform their duties faithfully and diligently;
• make independent judgment and show objectivity in decision-making;
• refrain from using or exploiting their position to gain undue personal advantage or cause harm to depositors. The CIs shall put in place an internal mechanism for detecting, reporting and sanctioning non-compliance with the Code of Ethics and Deontology, which provides for procedures to be followed by the members of the Board of Directors, the senior management, the supervisory body and the staff for any non-compliance found within the CI. Article 108 - The CI shall ensure that the articles of incorporation, internal regulations and manuals of internal procedures include mechanisms to sanction members of the governance and audit bodies who have committed acts detrimental to the CI. Obligation to alert Article 109 - The CIs shall ensure that a mechanism is put in place to ensure that members of the Board of Directors, the senior management, the supervisory body and the staff of the CIs are bound to report any acts, infringements of the regulations that can be applied to the CIs, any criminal acts involving fraud or dishonest conduct within the CI or its distribution officers which are detrimental to the CI or to the depositors’ interests.

Incompatibilities Article 110 - The members of the executive board may not perform the duties of executive management, director or internal audit body within any other company. Civil liability Article 111 - The members of the Board of Directors, the General Management and the supervisory body are responsible to the CI and third parties for harmful consequences of misconduct, negligence or malpractice committed by them in the performance of their duties. The liability is prescribed by five (5) years from the date of the harmful event or of its knowledge if it was concealed. . Board of Directors Article 112 - The Board of Directors of a CI shall be made up of at least:

• one member representing minority shareholders under the conditions set by CSBF instruction;
• one independent director as defined in Article 4 of this Law. The appointment of two or more independent directors may be required under the conditions set by CSBF instruction. The CIs may request an exemption from the obligation to appoint an independent director under the conditions set by instruction of CSBF. Article 113 - The independent director is elected as a member of the Board of Directors by the General Assembly for his expertise in banking, finance, law, economics, auditing, accounting and taxation. Failure to comply with the independence requirement shall result in the dismissal of the director concerned by the General Assembly. General Management Article 114 - The general management of a CI is carried out by at least two managers who are natural persons required to be resident in Madagascar and responsible in particular for determining the direction of the institution's activities. The CIs shall ensure that they have an internal policy for the development of national expertise so that the latter can be designated as managers with the meaning of the preceding paragraph. External audit body Article 115 - The financial statements of the CIs are audited by an auditor, a natural or legal person, registered with the OECFM provided for in Article 58 of this Law. When the balance sheet total of a CI reaches a threshold set by CSBF instruction, two (2) auditors, at least one of whom is registered with OECFM, is required. These auditors shall not belong to the same group.

Under the conditions laid down by the regulations in force governing the profession, the auditors certify the annual accounts, ensuring and attesting to the accuracy and fairness of the information they contain. The specific duties of the auditors and the skills and experience required of them are specified by CSBF instruction. The CI may appoint the auditor for two consecutive terms. A break of six (6) years shall be observed at the end of the second term in the same CI. Article 116 - CSBF General Secretariat may ask the auditors for any information on the CI activity and financial situation. In addition, he may convene the auditors if necessary or send them written observations. The auditors are then bound to provide replies in the same form. Article 117 - The auditor may not work with a CI if he has any interest in the said CI or in an entity of the group to which the CI belongs, except as a client benefiting from the CI offers under normal operating conditions. Section 4. Prior authorisation and notification Change in the elements of approval Article 118 - Any change in the elements provided at the time of the request for approval is subject either to prior authorisation of CSBF or to notification of CSBF General Secretariat in accordance with the conditions and procedures laid down by CSBF instruction. Prior authorisation Article 119 - The following are subject to prior authorisation of CSBF:

• the extension or implementation of new activities;
• the appointment of managers and statutory auditor provided for in Articles 114 and 115 of this Law;
• the creation of a subsidiary, branch or representative office abroad;
• the acquisition, extension or transfer of direct or indirect shareholdings to another CI in Madagascar or abroad;
• any transaction allowing a person acting alone or in concert with other persons, to acquire, extend, decrease or cease to hold, directly or indirectly a percentage of the share capital or voting rights of a CI as defined by CSBF instruction;
• the reduction or increase in the share capital of a CI;
• the opening of a representative office in Madagascar, as specified in Article 4 of this Law, of a foreign-licensed CI;
• merger, split, partial contribution of assets and dissolution. Section 5. Information and management system Article 120 - The CIs shall put in place an information and management system allowing them to:
• collect, store, use, disseminate data, preserve their integrity and ensure their soundness in accordance with CSBF audit needs;
• ensure the production, communication and publication of information and documents required by CSBF and any other competent authorities.

Section 6. Anti-money laundering and anti-terrorist financing mechanism Article 121 - The CIs are bound to comply with the legal and regulatory provisions in force relating to the fight against money laundering and terrorist financing. They shall ensure that all their staff and their distribution officers comply with them. To this end, CIs are required to:

• put in place an internal system to prevent and fight against money laundering and terrorist financing in accordance with the conditions set by CSBF instruction;
• set up a training programme for their staff and distribution officers in the fight against money laundering and terrorist financing;
• adopt an appropriate risk-based due diligence measure according to the client profile, activities and nature of the transactions;
• identify and retain all information relating to actual beneficiaries and transactions, in accordance with the relevant provisions in force. Without prejudice to the administrative financial penalties imposed by CSBF on the implicated CI, any breach of the provisions pertaining to the fight against money laundering and terrorist financing shall engage the personal responsibility of the perpetrator and the directors, and shall be prosecuted in accordance with the regulations in force. Section 7. Relationhip with customers

1. Common provisions for the use of banking services Article 122 - The relationship between a CI and its client is governed by an agreement between the two parties. The standard agreement can be submitted to CSBF for validation, depending on the nature of the financial services provided. The agreement between the parties shall specify, in particular, the duration, tariff conditions and conditions of use of the services, the parties’ rights and responsibilities, the terms and conditions for changing the terms of the agreement, the penalties and other measures in case of non-compliance with the terms of the agreement, and the terms and conditions for handling complaints. It is drafted in Malagasy and/or French in clear, easily understandable terms according to the terms and conditions provided for by CSBF. Article 123 - The CI is required to provide the client with a copy of the agreement by any means agreed between the parties, as well as, where applicable, the standard document drawn up in accordance with a model set by CSBF instruction. Clients shall be notified of any change in tariff conditions and product characteristics by any means that leaves a written record under the conditions laid down in the agreement. Should any refusal arise, clients may terminate the agreement without penalty. Article 124 - In judicial matters, the statements of accounts drawn up by the CIs and transmitted to clients by any means leaving a written record are considered as evidence between them and their clients until otherwise proven.

2. Right to an account Article 125 - Any natural or legal person residing in Madagascar has the right to open a transaction account as defined in Article 4 of this Law with a CI of his choice. In this regard, any person who does not have a transaction account and who has been refused the opening of an account by several CIs, may request CSBF to designate a CI with which he may open such an account. Article 126 - The CI which refuses to open an account:

• provides, free of charge, at the request of the person concerned, a written certificate of refusal to open an account within two (2) days of the request to open an account;
• informs the person concerned of his right to refer the issue to CSBF with a view to appointing a CI, pursuant to Article 128 below. Article 127 - The person holding a certificate of refusal to open an account may refer the matter to CSBF in accordance with Article 125. The Secretary General shall notify the person concerned of the identity of the designated CI within fifteen (15) days from the date of the referral. A copy of the notification is sent to the designated CI. Article 128 - The designated CI shall open the account in accordance with the relevant procedures and when the requirements of the regulations in force are met, particularly those pertaining to the fight against money laundering and terrorist financing. It shall inform the CSBF Secretary General.

3. Account opening Article 129 - The account opening shall be evidenced by the signature of an account agreement by the account holder, or his authorised representative or guardian.
4. Termination of the agreement Article 130 - Unless a contractual notice period which may not exceed one (1) month is stipulated, the client may terminate the agreement entered into for an indeterminate period at any time without charge. Article 131 - The CI may terminate the agreement concluded for an indefinite period by giving at least two (2) months' notice. The termination shall be notified in writing, stating the reasons, and shall be sent free of charge to the client at the last address communicated by the client. The period of notice shall run from the date on which the letter of termination is sent. The CI is not required to give reasons for the decision to terminate in case of suspected money laundering and terrorist financing. In this case, the CI informs CSBF and the financial intelligence unit in accordance with the relevant regulations.
5. Banking mobility Article 132 - The CIs shall offer, free of charge and unconditionally, a banking

mobility assistance service, as defined in Article 4 of this Law, allowing for a change in bank domiciliation, subject to a notice period of at least one (1) month in order to allow the CIs to complete the related administrative formalities to the new account. Any person concerned by banking mobility shall return to the CI all the means of payment made available to him within the period indicated in the first paragraph above. Article 133 - The CIs shall make available to their clients, free of charge, a standard model document relating to banking mobility, including in particular:

• the obligations of the CIs;
• the information or any documents required.

6. Inactive accounts Article 134 - An account is inactive when the holder(s) or his beneficiaries, proxy(ies), guardian(s) has not carried out any operation on the aforementioned account or has not made himself known for a period of three (3) years. For deposit accounts, this period shall run from the expiry of the contract. If these persons do not reveal themselves, the CIs shall notify the aforementioned persons, by any means in writing, within a period of six (6) months before the expiry of the period referred to in the first paragraph, of the classification of the account as "inactive account". The CI shall provide evidence of the information given to the persons concerned. The CIs transfer unclaimed net deposits and assets to the Deposit and Consignment Office. They shall convert deposits and assets denominated in foreign currencies into local currency prior to their transfer. Article 135 - Fees and commissions of any kind charged on inactive accounts are in particular those normally charged by the CIs within the framework of the aforementioned accounts operation. They are deducted within the limit of the credit balance of the latter.
7. Credit agreement Prior obligations Article 136 - The CIs shall consult in advance all financial infrastructures defined in Article 4 of this Law, allowing them to analyse and evaluate the solvency of any credit applicant. They notify the applicant of the acceptance or rejection of a credit application by any means that leaves a written record. In this respect, any decision to refuse to grant credit may be accompanied, at the client's request, by information gathered from the information systems under the conditions set by BFM instruction. Agreement conclusion Article 137 - The decision to grant credit is materialised by an agreement between the parties, which shall include, in particular, the amount borrowed, the pricing conditions, the repayment terms, the possibility of early repayment, the client's right of withdrawal, the

procedures for recovering liabilities and the mechanism for dealing with complaints. Article 138 - CIs are not allowed to grant credits or enter into commitments in favour of their clients against allocation of their own shares. Change in the credit agreement Article 139 - Any open-ended credit agreement granted by a CI, other than occasional, may be reduced or interrupted by any procedure that leaves a written record and upon expiry of a period of notice set in the agreement. This period may not be less than sixty (60) days. The CI shall provide the beneficiary of the credit with the reasons for such reduction or interruption. The CI shall not be liable for any financial loss suffered by the credit beneficiary if it has complied with the aforementioned period of notice. However, the CI is not bound to respect any notice period in the case where:

• the credit beneficiary has behaved in a seriously reprehensible manner;
• the situation of the latter is irremediably compromised. Pricing conditions Article 140 - The conventional interest rate that can be applied to CI credit operations is governed by this Law and its implementing texts. The definition, composition, calculation methods, publication of the global effective rate and the usury rate are set by regulation.

8. Means of payment Article 141 - Within the framework of the means of payment provision, the agreement between the CI and the client shall indicate in particular:

• the conditions, limits and restrictions of use of the aforementioned means of payment;
• the protection of personal data;
• the security of the means of payment;
• procedures in the event that information required to use the means of payment is forgotten or lost. The CIs shall set up a system to correct any error pertaining to the execution of a transaction involving electronic means of payment. Section 8. Designation of distribution officers and bank transaction intermediaries

1. Distribution officers Article 142 - The CIs may, with CSBF prior authorization, entrust distribution officers with the marketing of their banking services under a mandate agreement. This contract defines, in particular, the rights and obligations of the parties, the nature and conditions of the operations that the distribution officers are entitled to perform. However, the provision or management of physical means of payment provided for

by the relevant regulations may not be entrusted to the distribution officers. The CIs shall submit a standard mandate agreement to CSBF General Secretariat for validation before entering into any relationship with their distribution officers. The CIs publish on their website and on any other medium the official list of their distribution officers, their geographical location and the services they provide. This list is updated as necessary and communicated to CSBF for publication on BFM website. Article 143 - CSBF shall lay down by means of instruction the selection criteria, the conditions of distribution officers’ appointment and revocation, the contractual relationship between the parties, and the mandatory information in the mandate agreement. Article 144 - Exercising the profession of distribution officers is prohibited for any person who falls under the prohibitions provided for in Article 232 of this Law. 2. Intermediaries in banking operations Article 145 - The CIs may, with CSBF prior authorization, entrust natural or legal persons, qualified as intermediaries in banking operations, with the performance of one or more banking services that are authorized to them in accordance with a mandate agreement. The CIs submit the draft mandate agreement to the CSBF General Secretariat for validation before entering into any relationship with their intermediaries in banking operations. The CIs publish on their website and on any other medium accessible to the general public the official list of their intermediaries in banking operations, their geographical location and the services they provide. This list is updated and communicated to CSBF for publication on BFM website. Article 146 - The authorization issued by CSBF to the intermediary in banking operations shall specify the names of the parties, including one which is a CI, and the banking services it is authorized to carry out. Article 147 - Intermediaries in banking operations who are entrusted with funds shall at all times provide a financial bond issued by a CI to ensure the repayment of the funds collected. CSBF shall issue instructions setting out the enforcement conditions of this Article, in particular the amount of the aforementioned bond. Article 148 - Without prejudice to the specific provisions laid down by CSBF instruction, the provisions of this Law shall apply to intermediaries in banking operations, with the exception of those concerning preventive, recovery and resolution measures. CHAPTER III. ORGANISATION OF THE PROFESSION Article 149 - A professional association shall be formed for each category of CIs under the system of registered associations, whose essential mission is to:

• encourage cooperation between its members;

• ensure the representation and defence of its members’ collective interests, in particular with the public authorities;

• intervene in any legal proceedings in which a CI is a party and where it is deemed that the general interest of the profession is at stake;

• lay down rules of ethics for the profession aimed at ensuring, in particular, the customers ‘protection, practice of healthy competition, fight against money laundering and financing of terrorism;

• ensure the members’ training on the rules of ethics;

• contribute to the financial education of citizens as provided for in Article 160 of this Law;

• give its opinion and make to CSBF any proposals or suggestions concerning the regulations that can be applied to the CIs;

• identify entities illegally providing banking services and informing the CSBF Chair;

• promote access to banking services. Article 150 - The Articles of Incorporation and Internal Regulations of each professional association, as well as any amendments thereto, shall be submitted to CSBF for approval before being approved by the General Assembly. The associations created before this law shall update their statutes. Article 151 - CIs shall join the professional association set up for its category within a period of three (3) months from the effective date of approval, under penalty of the financial penalties application provided for in Article 61 of this Law by CSBF. The deadline for membership is set at six (6) months for CIs accredited as MFIs, in accordance with microfinance regulations. Article 152 - The rules of ethics drawn up by each professional association are submitted to CSBF for approval. They can be applied to all member CIs as of the notification of the aforementioned approval by the CSBF General Secretariat and are published on BFM website and/or on the website of the professional association concerned. Article 153 - Each professional association shall prepare and submit an annual activity report to CSBF within three (3) months of the end of the financial year. Article 154 - CIs are liable to their clients and third parties for any act done by their employees in the normal performance of their duties. The CI shall bear the costs incurred to defend their employees in case of legal proceedings, except for officers who have committed misconduct or breaches of discipline. CHAPTER IV. OTHER PROVISIONS THAT CAN BE APPLIED TO CI Section 1. Customer protection Article 155 - The CIs shall take adequate measures to comply with the rules relating to customer protection, in particular:

• providing financial services matched with the clients’ needs and repayment capacity;

• granting freedom of informed choice on the financial services provided;

• conducting due diligence in managing relationships with clients;

• treating clients with respect and fairness;

• transparency of the terms and conditions of financial services;

• respect for the client data confidentiality;

• granting clients the right to correct any inaccurate information;

• granting clients the right of withdrawal within seven (7) days of the contract signing without charge except for those related to expenses incurred as set out in the agreement;

• putting in place a function dedicated to the personalised follow-up of client complaints. The right of withdrawal and the consequences thereof shall be mentioned in the agreement between the parties. Should any withdrawal occur after the funds have been made available to the client, the client shall reimburse the CI for the capital paid in and pay the interest corresponding to the period during which the funds were made available until the notification date of the withdrawal to the CI, at the latest within thirty (30) working days. CSBF shall specify by way of instruction the rules relating to customers’ protection. Article 156 - The CIs are required to respect the confidentiality of clients' personal data while ensuring their protection and conservation in accordance with the relevant regulations and by putting in place adequate policies and procedures. Article 157 - In accordance with the Law on the guarantee and protection of customers, customers of banking services may form associations. Article 158 - Within the framework of their missions, these associations can in particular:

• defend the interests of customers of banking services;

• take legal action in order to: • sue for civil damages for acts directly or indirectly prejudicial to the interests of banking services customers; • order the cessation of unlawful conduct or the removal of an unlawful or unfair clause; • request the application of legislative measures in force favourable to customer protection when the initial request is to compensate for damage suffered by one or more customers;

• alert CIs to any breach of customer protection rules by their employees or distribution officers and inform the relevant CE's professional association and the CSBF General Secretariat of it;

• give its opinion on draft texts concerning customer protection rules;

• participate in the financial education of citizens;

• inform CSBF Chair, should a banking service provider carry out an illegal activity. Section 2. Financial inclusion and education Article 159 - The CIs contribute to the national strategy implementation or any national programme on financial inclusion and financial education. They shall provide all quantitative and qualitative information needed to monitor financial inclusion in Madagascar.

The implementation of this provision shall be determined by CSB instruction. Article 160 - Financial education aims in particular to:

• convey basic knowledge on the use of financial products and risks in order to enable customers to make relevant choices, manage their budgets more effectively and make better use of financial services;
• instil certain values and practices related to the use of banking services;
• clearly explain customer protection regulations, including customer rights and CIs’ obligations. Section 3. Competition Article 161 - The CIs shall take the measures needed to comply with the competition regulations. Without prejudice to the provisions of the Competition Law, CSBF Chair shall refer the matter to the competent authority provided for in the relevant regulations if CSBF deems that a CI is infringing the relevant legal or regulatory provisions. CSBF shall impose one of the disciplinary sanctions provided for in Article 60 of this Law on the basis of the decision of the competent authority. Article 162 - In accordance with the provisions on refusal to deal and abuse of economic dependence provided for by the competition regulations, any company providing technical solutions, any operator operating a telecommunications network or providing a telecommunications service must not:
• refuse to provide their services to CIs providing digital financial services;
• abuse the state of economic dependence in which there is a client CI without any equivalent solution or telecommunication network as part of the provision of digital financial services;
• set discriminatory conditions in their relationship with CIs;
• use information from CIs for other purposes not provided for in their agreement. The agreement concluded between the CIs and the companies referred to in the previous Paragraph shall contain clauses aimed at ensuring healthy and fair competition and avoiding any form of monopoly between the contractors. Article 163 - CSBF is authorized to conclude an agreement with the authorities in charge of competition or with the authority in charge of telecommunications in order to organize the information exchange useful for the proper performance of their respective missions under the conditions provided for in Articles 92 and 93 of this Law. Section 4. Provisions relating to cybersecurity Article 164 - CIs are required to comply with the regulations in force on cyber security. CSBF issues by way of instruction, rules enabling CIs to prevent, manage and

mitigate all IT risks in the banking system. To this end, CSBF ensures that the CIs:

• define a cyber security policy and strategy;

• put in place any mechanisms required to prevent, manage and mitigate cyber-risks and a framework for rapid, effective control adapted to the nature of the CI's business; delimit the roles of the Board of Directors, senior management and the internal audit body in terms of cybersecurity and lay down ethical rules for them that are understandable to these bodies’ members;

• develop and update a crisis management plan approved by the Board of Directors and CSBF. The principles and rules pertaining to the IT or telecommunication networks security at the level of the CI must comply with the standards issued by the national entity in charge of cyber security. Section 5. Right of access to financial infrastructures Article 165 - The CIs contribute to the provision of data for the benefit of financial infrastructures defined in Article 4 of this Law and have access to the information derived from these infrastructures, in accordance with the terms and conditions laid down in the regulations governing the organisation and operation of these infrastructures to facilitate, in particular, the development of banking services. TITLE VII. TREATMENT OF CREDIT INSTITUTIONS IN DIFFICULTY CHAPTER I. RECOVERY AND RESOLUTION MEASURES Article 166 - The provisions of this chapter shall apply notwithstanding those provided for by the regulations relating to collective procedures for settling liabilities and any similar rules. Section 1. Recovery measures Article 167 - The objectives of the recovery measures taken with regard to CIs having difficulty and in particular those of systemic importance, within the meaning of this Law, are the following:

• to maintain financial stability;

• to ensure the continuous functioning of payment, clearing and settlement systems;

• to protect the assets and liabilities of the CIs clients. Article 168 - CSBF, through the supervisory board provided for in Article 66 of this Law, finds that the CI requires recovery actions when all or some of the following conditions are actually met: The CI has not complied with its injunction in accordance with the provisions of Article 54 of this Law and has not carried out the agreed measures or action plan;

• the CI financial situation no longer allows it to comply with prudential standards in terms of solvency and liquidity;

• the governance structures and the internal audit and risk management systems have serious weaknesses that could jeopardise the efficiency of the CI's financial management and affect its financial stability. The supervisory board shall order the CI to implement one or more of the following adjustment measures within a specified period of time:

1. On the CI: a. reducing the inherent risk in the CI's activities and products; b. limiting the development of branches, cash desks, counters or service points; c. disposal of its shares or assets and liabilities; d. submission to prior approval of any major investment; e. stopping any action that is detrimental to the CI, shareholders or clients; f. for a period of time it determines, the restriction, limitation, suspension of the direct or indirect performance of all or part of the CI’s activities, including the granting of new loans or collection of new deposits, or prohibition related to the disposal of activity branches which may lead to excessive risks on the CI soundness; g. within a specified period of time, taking all measures intended in particular to improve the strategy, governance, audit system and GIS, to mitigate certain risks and to restore and strengthen its financial stability. h. cessation of any anti-competitive practice provided for by the competition regulations; i. replacement of the auditor; j. raising equity and liquidity ratios or the application of a provisioning policy on the assets k. within a period set by CSBF convening a General Meeting of shareholders, whose agenda shall be determined by CSBF; l. obligation to provide additional or more frequent information, including statements relating to equity and liquidity m. taking all the measures needed to limit expenses, including variable employee remuneration;
2. On the shareholders: a. partial or total suspension of rights, in particular voting rights; b. increase in capital and mobilisation of additional equity; c. invitation of the CI’s reference shareholder and the main shareholders to provide necessary financial support; d. setting aside all or part of distributable profits in reserve and limiting or prohibiting any dividend distribution or payment to shareholders or holders of equity instruments; e. admission of new shareholders into the share capital;
3. On the Board of Directors, the executive management and the supervisory body: a. an order to replace the manager who has committed recurrent misconduct; b. limitation of the amount of remuneration, including directors' fees and bonuses; c. suspension or replacement of all or some of the CI directors and officers within a period of time determined by it; d. limitation of the remuneration allocated to managers.

Section 2: Additional measures and penalties Article 169 - In addition, without prejudice to any other measure provided for by this Law, when the CI does not operate in compliance with the provisions of this Law or its implementing texts and that, moreover, it has not implemented the measures ordered within the set time limits, the supervisory board may proceed to:

• set a time limit within which the CI shall comply with the provisions of this Law and its implementing legislation, including making any necessary adjustments for its management structure, its policy on capital requirements, its administrative and accounting organisation or its internal audit;
• introduce additional requirements in relation to solvency, liquidity, risk concentration, risk positions and other limitations other than those provided for by or pursuant to this Law or its implementing legislation, including the imposition of specific valuation or value adjustment rules for capital requirements defined by CSBF instruction,
• publish that the CI has not complied with the CSBF's order to comply with the provisions of this Law or its implementing legislation within the period granted to it;
• the appointment of a "Commissioner for Recovery" in one of the following situations: · the Board of Directors or the Executive Management has requested it, should any hindrance to the proper performance of their functions or other facts that could jeopardise the CI sustainability arise ; · the CI identifies the presence of major factors preventing from carrying out the recovery measures imposed on the CI; · the CI identifies the existence of impediments that may hinder the normal functioning of the governance structures and may compromise the CI sustainability; · the CI has not complied with the CSBF's injunction to change the executive management or, one or more members of the Board of Directors. Article 170 - If the CI remains in default after the expiry of the deadlines set for the implementation of the additional measures, CSBF may impose a fine as provided for in Article 61 of this Law. Article 171 - CSBF may withdraw the approval without going through the recovery and resolution phases when the dissolution of the CI in difficulty does not pose a systemic risk, as defined by Article 4 of this Law. Section 3. Recovery commissioner Article 172 - In the situations referred to in Article 168 of this Law, CSBF may appoint a Recovery commissioner. The Recovery commissioner shall ensure that the recovery measures decided by CSBF are implemented. The Recovery commissioner may not initiate actions that would change the CI policies nor proceed to the acquisition or disposal of immovable property and shares or investments not included in the recovery plan, unless he has obtained CSBF prior authorisation. Article 173 - Based on CSBF's assessment, the powers of the Board of Directors, the general management and the CI powers of representation may be transferred to the Recovery commissioner. In any case, the tasks of the Ordinary General Assembly and the Extraordinary General Assembly are not suspended.

CSBF may provide that the general or special written authorisation of the Recovery commissioner is required for all deeds and decisions of all the CI corporate bodies, including the General Assembly. CSBF may, however, limit the operations subject to authorisation. Article 174 - The Recovery commissioner is recruited for his integrity, his technical skills in banking, finance, law, economics, auditing and accounting, for a renewable period of six (6) months. He shall have no link with the CI involved. Article 175 - The conditions for intervention of the Recovery commissioner are set by an agreement signed with CSBF. The latter sets the conditions of remuneration which are to be paid by the CI. CSBF shall inform the CI of these conditions. Section 4. Resolution measures Article 176- The main objectives of resolution measures are to:

• ensure the continuity of critical functions;
• avoid serious adverse effects on financial stability, in particular by preventing contagion risks;
• protect the State resources by reducing to a minimum the use of exceptional public financial assistance;
• protect client assets and liabilities, including deposits covered by the fund. Article 177 - CSBF, through the resolution board, develops the resolution plan for each CI, which provides, for the exceptional resolution, measures likely to be implemented promptly. This plan shall include, in particular, the resolution mechanisms provided for, the methods used for the valuation of the assets of the CI and for the assessment of the CI transfer or of some of its business lines, the financing terms and conditions for the different resolution options and the CSBF's communication plan to the stakeholders of the sector and the public. Where the CI belongs to a banking group, the resolution plan takes due account of the group level resolution plan. Where the CI belongs to a banking group, its preventive recovery plan takes due account of the resolution plan drawn up at group level. Article 178 - Resolution measures are taken when the supervisory board finds that the CI situation characterized by one of the following has become compromised:
• the recovery measures are not completed or cannot be implemented or are not sufficient to restore the CI financial stability ;
• the CI shareholders show neither their ability nor their willingness to provide the support needed to rescue the CI;
• the CI's financial situation has deteriorated and the required solvency and liquidity standards are no longer met, affecting the CI's ability to meet its immediate or short￾term commitments:

· the CI's net assets are below the minimum capital requirement for its category;

· the solvency ratio reaches 50% of the minimum defined by the regulations; · the CI's capital is under half the amount of regulatory capital used to calculate the solvency ratio. Article 179 - When the supervisory board considers that a situation referred to in Article 178 above is so serious that it is likely to threaten the CI’s sustainability and significantly affect the rights of depositors and other creditors, it shall refer the matter to the resolution board that may decide to launch the resolution procedure and implement the resolution plan defined in Article 177 of this Law. Article 180 - CSBF may order one or more of the following actions to be taken as resolution measures:

• the suspension of the shareholders' rights;
• the increase in the share capital;
• the total or partial suspension of the performance of contracts in progress for such period as it may determine;
• the conversion of debts into shares or any other securities issued by the CI;
• the transfer or contribution of assets, liabilities or one or more branches of activity and, more generally, all or part of the CI rights and obligations in favour of the State or any other person, including any company set up specifically for the purpose of such acquisition. Article 181 - The conversion of debts into shares or any other security issued by the CI provided for in Article 180 above may not concern the following items:
• receivables with a real security, up to the value of this security;
• deposits covered by the deposit guarantee fund provided for in Article 193 of this Law;
• receivables from the supply of goods or services, up to an amount set by CSBF;
• receivables from public institutions, up to an amount determined by CSBF;
• other receivables determined by CSBF, whose exclusion is justified in order to guarantee the financial system stability. Article 182 - CSBF's decision on the transfer or contribution of assets provided for in Article 180 shall set out the conditions and procedures for conducting the operation and the compensation payable to the owners of the assets transferred. The draft agreement between the resolution commissioner and the transferee is submitted to CSBF for validation. The agreement approved by CSBF may be enforceable against third parties and creditors. Article 183 - Contractual clauses which allow a party to an agreement concluded with the CI to change or terminate the agreement due to the appointment of the Resolution commissioner or the decision to take one of the above resolution measures, are unenforceable. Article 184 - CSBF may request the CI, its shareholders, its directors, its authorized representative, its auditors or officers to provide it with all the information needed to implement the resolution plan and ensure its effectiveness. Article 185 - CSBF shall cooperate with BFM (Central Bank of Madagascar) and the Ministry in charge of Finance, on the basis of agreements concluded for this purpose which

set out the areas of intervention and the respective obligations of the parties. CSBF shall be entitled to cooperate with foreign resolution authorities, if the CI in a compromised situation established in Madagascar is a subsidiary of a CI with its head office abroad. Section 5. Resolution Commissioner Article 186 - CSBF shall appoint a Resolution commissioner to monitor the implementation of the resolution plan for a renewable term of one year. The Resolution commissioner is recruited on the basis of his integrity as well as his skills and qualifications in banking, finance, law, economics, management, auditing and accounting. His conditions of intervention are governed by an agreement signed with CSBF. He shall have no link with the CI involved. In the performance of his duties, the Resolution commissioner determines and closes the CI financial situation. He manages and restructures the CI and, if necessary, prepares the compulsory liquidation if he finds it impossible to resolve the CI's problems or that the latter is in a situation of suspension of payments. To this end, he replaces the Board of Directors, the general management and the internal audit body of the CI. Article 187 - The decision to appoint the Resolution commissioner transfers to the latter the powers needed to manage the CI and its representation to third parties as well as the powers of the General Assembly, in accordance with the requirements of the resolution plan. Article 188 - CSBF shall publish the decision to appoint a Resolution commissioner on BFM website and in a legal Journal as long as it is not detrimental to the smooth running of the said Commissioner’s mission. As long as CSBF has not published the decision, the CI is exempted from the transparency obligations with regard to the appointment of the Resolution commissioner. Article 189 - The Resolution commissioner benefits from the legal protection of supervisory officers provided for in Articles 73 to 75 of this Law. Article 190 - The Resolution commissioner may not be found civilly liable for acts and facts arising from the performance of his assignment, except in the case of fraud or gross negligence .Article 191 - Resolution and compulsory liquidation proceedings initiated against a CI shall have no retroactive effect on its rights and obligations arising from or in relation to its participation in payment, clearing or securities settlement systems prior to launching such proceedings, nor on the validity, enforceability and implementation of the guarantees constituted within such systems. Article 192 - The members of the Board of Directors, the general management and the supervisory body who perform acts or take decisions in violation of the recovery and resolution measures provided for in this chapter shall be jointly and severally liable for the resulting damage to the CI or third parties.

CHAPTER II. DEPOSIT GUARANTEE FUND Section 1. Guarantee Fund Setting up Article 193 - A "Deposit Guarantee Fund", the "Fund" in abbreviated form, set up in an account opened with BFM, is intended to partially reimburse depositors under the conditions provided for by this Law and its implementing regulations. The CIs authorised to collect deposits from the public contribute to the supply of the aforementioned Fund through the payment of an annual contribution and in accordance with the terms and conditions set out in an instruction issued by CSBF. An additional contribution may be required by CSBF from a CI when its situation so requires, for instance, in the event of non-compliance with prudential rules. In case of withdrawal of approval of a CI, the contributions paid remain in the Fund. Article 194 - When the amount of the contributions collected is not sufficient to cover the amount of the guaranteed deposits provided for in Article 195 of this Law, CSBF may call for an exceptional contribution, without, however, exceeding the amount of the annual contribution for the previous financial year. Section 2. Guaranteed deposits and excluded deposits Guaranteed deposits Article 195 - The Fund is intended for the partial reimbursement of deposits collected by the CIs from their clients other than those provided for in Article 197 of this Law. In this regard, the Fund covers deposits within the limit of a ceiling and under the conditions set by decree on CSBF proposal. Article 196 - Deposits covered by the Fund are refundable to the account holders or their beneficiaries. Deposits denominated in foreign currencies shall be reimbursed in Ariary. Excluded deposits Article 197 - The Fund does not guarantee deposits:

• made by the State and its branches, the CI, electronic money institutions, insurance companies and all other entities determined by regulation;
• from the entities of the CI group involved, shareholders, members of the governance and audit structures;
• related to transactions for which a final criminal conviction for money laundering and terrorist financing has been handed down. Section 3. Implementation of the deposit guarantee mechanism Article 198 - The deposit guarantee mechanism shall be implemented at the request of CSBF in the event of compulsory liquidation or as part of a resolution measure referred to in Article 188 of this Law.

A decree on CSBF proposal shall lay down the relevant provisions, including the conditions of eligibility of deposits to the Guarantee Fund, the principles for calculating the amounts to be reimbursed and their payment methods. Article 199 - For the purpose of refunding guaranteed deposits, CSBF shall publish in at least two (2) legal Journals the invitation of depositors to present any evidence of their deposits within a period of one (1) month. It shall make the repayment of such deposits through the Fund within a period not exceeding three (3) months. The limitation period for any action relating to the reimbursement of guaranteed deposits shall be two (2) years from the publication provided for in the preceding Paragraph. Unclaimed amounts shall be kept in the Fund. CHAPTER III. LIQUIDATION OF CREDIT INSTITUTIONS Section 1. General provisions Applicable rules Article 200 - The provisions of this Chapter shall apply to the liquidation of CIs except with existence of notwithstanding terms for those of the regulations on commercial companies and collective procedures for the settlement of liabilities and any similar regulations. Reasons for the liquidation Article 201- The CI is subject to liquidation under this title when:

• the recovery measures have not led to recovery;
• the resolution measures have led to dissolution;
• approval is withdrawn in accordance with the provisions of Article 33 of this Law or as a disciplinary sanction provided for in Article 60 of this Law. Liquidation may be voluntary or enforced. The liquidation is voluntary when the withdrawal of approval is pronounced at the initiative of the CI. It is enforced when the withdrawal of authorisation is delivered by CSBF. Opening of the liquidation Article 202 - The CIs enter into liquidation as from the date of their dissolution. The list of CIs referred to in Article 31 of this Law shall specify that they are in liquidation. The reference "CI in liquidation" as well as the name of the liquidator(s) shall appear on all deeds and from the CI and intended for third parties, in particular on all letters, invoices, announcements and various publications. Liquidation audit Article 203 - During the liquidation, the CI remains subject to CSBF check. It may only carry out operations strictly needed to settle its situation. It may only refer to its status

as a CI by specifying that it is in liquidation. CSBF may ask the liquidator at any time to provide all information and justifications on his operations and carry out on-site checks. The Statutory Auditor shall remain in office for the duration of the liquidation. Appointment of the liquidator Article 204 - The liquidator is appointed by the Extraordinary General Assembly in the case of voluntary liquidation and by the President of the Commercial Court in case of enforced liquidation upon request and proposal of CSBF Chair. In the case of voluntary liquidation, CSBF approves the appointment of the liquidator proposed by the CI. In the absence of an appointment in the deed of dissolution, the President of the Commercial Court appoints the liquidator on the request and proposal of CSBF Chair. In the event of compulsory liquidation, and without prejudice to the rules on bankruptcy and judicial settlement, at the request and proposal of CSBF Chair, the liquidator is appointed by order of the Commercial Court President of the registered office location. The President of the Commercial Court may, if necessary and after consultation with CSBF or at the request of its Chair, replace the liquidator by an ordinance. CSBF may provide the President of the Commercial Court with any information it deems necessary. CSBF General Secretariat shall publish the decision to appoint the liquidator on BFM website, in at least two (2) of the Official journals. Article 205 - The liquidator’s term of office shall be at least one (1) year from the date of the liquidation decision, but shall not exceed five (5) years. The liquidator’s term of office may be extended by decision of the Commercial Court President following a reasoned request from CSBF. Powers of the liquidator Article 206 - All powers of administration, management and representation of the legal person are transferred to the liquidator upon his appointment. The liquidator shall implement conservatory measures and recovery actions of debts due in order to preserve the CI value and protecting depositors and any other creditor’s interests. The liquidator's tasks mainly include to:

• take and bring any legal action relating to movable or immovable property;
• ensure the management of the CI in liquidation for the purposes of the liquidation;
• sell movable and immovable property in order to reimburse creditors with the prior authorisation of CSBF Chair who approves the price. The liquidator shall carry out the publication formalities and the terms and references of sales in accordance with the

regulations in force;

• request the services of valuers, notaries and experts
• negotiate with creditors;
• conduct any investigation to determine the causes of the bankruptcy and report to CSBF. Article 207 - The liquidator shall establish, within six (6) months from the publication of his appointment, a situation of the assets and liabilities of the CI in liquidation and a liquidation plan provided for in Article 210 of this Law, and shall submit them to CSBF General Secretariat. Within one (1) month from the delivery date of the documents referred to in the previous Paragraph, the liquidator shall convene a general meeting of shareholders to inform them of the liquidation plan. The meeting shall be convened by publication in at least two (2) official journals. Article 208 - The liquidator, ex officio or on CSBF instruction, may refer the matter to the Commercial Court for the purpose of extending the procedures of liquidation of assets to the persons involved in the CI financial situation fall. Publication formalities Article 209 - The liquidator shall carry out the following publication formalities:
• within a period of one (1) month from the date of the decision to dissolve:  the submission of the deeds or minutes deciding on the dissolution at the courts administration service;  the change in the registration in the Trade and Companies Register;  the insertion of the notice of dissolution in at least two (2) official journals;
• within one (1) month from the decision to withdraw approval: publication of the decision to withdraw approval in at least two (2) official journals;
• as soon as it is notified: the posting of a copy of the decision to withdraw approval in all operating premises open to the public;
• within one (1) month from his appointment: publication of the liquidator's appointment deed in at least two (2) official journals;
• within one (1) month from the closure of the liquidation: publication of the removal of the CI in at least two (2) official journals. Liquidation plan Article 210 - The liquidator shall draw up a liquidation plan which shall include in particular:
• the terms and conditions and the process of the liquidation operation;
• a detailed statement of assets and any other possibility of mobilizing resources;
• a detailed statement of liabilities specifying the amount of each liability, whether it is preferential or unsecured and whether it is contested or not;
• the stages of the liquidation process. CSBF makes the liquidation plan available to any person who has an interest in it, with aggregated information on the liabilities and assets and those relevant to it.

The liquidator shall publish weekly for two (2) months in two (2) official journals and by any other appropriate means an announcement indicating the places where the liquidation plan can be consulted. Observations on the liquidation plan Article 211 - The persons referred to in the preceding Article shall have a period of one (1) month from the expiry of the period provided for in Article 210 Paragraph 3 to submit to the liquidator their observations or claims concerning the liquidation plan. The liquidator shall reply, within a period of one (1) month, to these observations or complaints by any means in writing. Article 212 - The liquidator shall then have a period of two (2) months to conduct negotiations with the depositors and other creditors, individually or in committee. He shall draw up an adjusted liquidation plan which shall become enforceable upon its final approval by CSBF. The final liquidation plan shall be communicated to the persons involved. Authorised operations Article 213 - During liquidation, CSBF prior authorisation is required for operations significantly affecting the CI situation, in particular:

• the operations other than recovery exceeding the ceiling set by CSBF;
• the total or partial abandonment of receivables or any other real estate asset;
• the settlement of a particular liability incurred before the liquidation decision;
• the alienation or mortgage of any real estate;
• the transfer of all or part of the assets to a shareholder who is a member of the CI governance and audit structures
• the use of external experts;
• the sale of movable and immovable property by public auction or by mutual agreement, in one or more lots. In case of liquidation, the liquidator may, on the basis of the auditor’s report, carry out a global transfer of the CI's assets to another sound and stable CI with CSBF authorisation and entrust the management of the compromised assets to a public or private entity. The liquidator carries out the necessary formalities. Suspension of creditors' proceedings Article 214 - From the date of liquidation, individual proceedings by creditors are suspended, except for preferential creditors. However, the liquidator shall give notice to preferential creditors to prosecute in order to realize their securities within a period of one (1) month from the date of notice. If they fail to do so within this period, the liquidator shall be entitled to act in place of preferential creditors, if such realisation makes it possible to preserve the interests of unsecured creditors. Inviting the creditors to produce their securities Article 215 - Within a period of twenty (20) working days following the publication of his appointment, the liquidator shall insert in at least two (2) official journals an

announcement inviting the creditors to produce their debt securities. The liquidator shall invite, by any means in writing, the creditors who have not submitted their debt securities within a period of one (1) month from the publication referred to in the preceding Paragraph, to submit such documents. The liquidator may at any time and if necessary convene a meeting of creditors or shareholders to discuss the liquidation procedure. Verification of claims Article 216 - The liquidator shall verify the claims. If he deems that the supporting documents produced are insufficient or inconsistent, he shall summon the creditor concerned by any means in writing. The liquidator shall automatically admit certain claims as liabilities. He shall, with reservation, register the disputed claims as liabilities if the creditors concerned have already referred the matter to the competent court. After these verifications, the liquidator shall draw up a statement of admitted or contested claims, which he shall deposit at the Registry of the Commercial Court of the CI registered office. Opposition of creditors Article 217 - Within a period of five (5) working days from the date of deposit of the statement of claims referred to in Article 216 above, the liquidator shall notify the creditors and any interested person, in at least two (2) official journals, of the possibility to file an opposition before the Commercial Court President within a period of fifteen (15) working days from the aforementioned publication, under penalty of forfeiture of their rights. The Commercial Court President shall rule as in summary proceedings. The Order of the Commercial Court President may, on a provisional basis, award all or part of the sum to the creditor subject to the provision of guarantees in accordance with the provisions of the Code of Civil Procedure. This Order is enforceable by the liquidator notwithstanding any opposition or appeal. The Court clerk shall deliver to the liquidator a copy of the statement of claims with an indication of the fate of any objections received or the statement of no objection. The creditor whose opposition is rejected shall nevertheless retain the right to bring an action before the competent courts. No objection Article 218 - Where the creditors fail to validly bring an action before the competent court within the time limit provided for in Article 217 above, the disputed or unknown claims shall not be included in the distributions to be carried out. For claims subsequently known and admitted, the creditors may not claim anything on the distributions already made. However, they shall have the right to deduct from the unallocated assets their possible share in the previous distributions.

Distribution to creditors Article 219 - Within a period of six (6) months from the date of deposit of the assets and liabilities with CSBF, the liquidator shall make distributions in view of the statement of admitted automatically claims and those admitted by the Commercial Court President ruling on the objection in accordance with Article 217 of this Law. The liquidator shall report to CSBF. The liquidator shall take into account the privileges of the creditors. The return of the assets and guarantees, deducted from the expenses relating to the liquidation operations, including the liquidator’s remuneration and the operating expenses, shall be distributed to the various categories of creditors in the following order:

1. the Treasury;
2. BFM as part of its recovery operations for the distressed CI;
3. other preferred creditors in the order of their priority;
4. the part of the unredeemed deposits by the Deposit Guarantee Fund;
5. other unsecured creditors;
6. the sums disbursed by the Deposit Guarantee Fund within the framework of the partial reimbursement of depositors. Should the return of assets and guarantees between creditors with equal rights and between unsecured creditors be insufficient, the distribution shall be made in proportion to their claims. As assets and guarantees are realised, and each time a category of creditors is fully paid up, the remaining funds shall be distributed to the creditors of the following category in proportion to their claims. Unwithdrawn Funds and Assets Deposit of creditors Article 220 - At the completion of the liquidation, funds not withdrawn by creditors within a period of six (6) months shall be transferred to the deposit and consignment office with the list of the creditors concerned. The Liquidator shall distribute the liquidation surplus to the CI shareholders after this transfer. Section 2. Voluntary liquidation Prior authorisation Article 221 - Voluntary liquidation is subject to CSBF prior authorisation which is granted if the following conditions are met:

• certification by a chartered accountant registered in Table A of the Association of Chartered Accountants, other than the CI auditor that the CI is in a position to promptly and fully meet all its obligations to its depositors and other creditors;
• the approval of the liquidator and the liquidation plan by CSBF. Article 222 - In order to ensure the full settlement of the CI's commitments, CSBF

may make its approval conditional on the provision of additional guarantees. It may also request the constitution of a provision for settling any possible post-liquidation liabilities. Decision on liquidation Article 223 - CSBF shall decide on the CI liquidation within two months from the receipt of the CI's request. The liquidation decision shall specify in particular the following elements:

• the liquidation opening;
• the liquidator’s identity;
• the deadline not exceeding two (2) years for the closure of operations. The CSBF Secretary General shall immediately notify the CI involved of CSBF's decision. Liquidation closure Article 224 - The liquidator shall convene the General Meeting of Shareholders to decide on the final accounts, the discharge of the liquidator's management and the report of his mission submitted beforehand to the CSBF General Secretariat for comment. The General Meeting shall declare the liquidation closed when the distribution to creditors is finalised or when the operations are stopped due to insufficient assets. If the General Meeting cannot validly deliberate or if it disapproves the liquidator's accounts, the Commercial Court is competent to rule on them and pronounce the liquidation closure. The liquidator shall send to CSBF the report on the CI liquidation and the minutes of the Shareholders’ General Meeting provided for in Paragraph 1 of this Article. The CI shall be struck off the list of CIs referred to in Article 31 of this Law. The removal is subject to the same publicity conditions as for registration provided for in Article 33 of this Law. Article 225 - CSBF may, if necessary, submit the liquidator's report to the audit and verification of an auditor. For this purpose, the liquidator shall provide the auditor with the CI documents or electronic files, books and registers that he needs. Section 3. Forced liquidation Conditions for intervention Article 226 - Subject to the provisions of Article 204 of this Law, CSBF shall determine the conditions on the liquidator’s intervention and remuneration. The Commercial Court President may replace the liquidator at any time at CSBF’s request. The liquidator’s remuneration and the costs incurred by the liquidation procedure shall be borne by the CI in liquidation.

The Commercial Court President may, at any time, terminate the liquidator‘s mission when the situation justifies it, at the request of CSBF Chair. In this case, a new liquidator is appointed in accordance with Article 204 of this Law. Liquidation closure Article 227 - The liquidation closure shall be ordered by the Commercial Court President on the basis of the liquidator’s report, after the advice of CSBF, when the distributions have been made to the creditors or when the transactions have been stopped due to the insufficiency of assets. The liquidator shall send his report on the CI liquidation to CSBF. The latter shall be struck off the list of CIs referred to in Article 31 of this Law. TITLE VIII. PROHIBITIONS CHAPTER I. ILLEGAL PRACTICE OF BANKING SERVICES Article 228 - It is prohibited for any natural or legal person, other than a CI, to provide banking services as provided for in Articles 5 to 13 of this Law on a regular basis, under penalty of the criminal sanctions provided for in Article 239 of this Law. Without prejudice to the specific provisions that can be applied to them, this prohibition does not apply to the entities listed in Article 3 of this Law. CIs are prohibited from carrying out activities other than those for which they have been authorised without prior authorisation from CSBF. Article 229 - In case of illegal practice of banking services, the Supervisory Board Chair shall be entitled to carry out the following process at the same time:

• a report by a bailiff of any illegal practice of banking services;
• referral to the President of the Commercial Court or the court, in order to seize and/or seal any evidence by means of an order on request;
• referral to the summary proceedings court to suspend the incriminated banking services
• referral to the criminal court for the illegal provision of banking services. CSBF is entitled to bring a civil action within the framework of the related criminal proceedings. Following a decision ordering precautionary measures or a final decision, CSBF is entitled to inform the public by any means, including by posting notices on any premises of the entity in breach and to any administrative authority concerned. CHAPTER II. COMPANY NAME AND ADVERTISING Article 230 - It is prohibited for any person other than a CI or other banking service provider to use a corporate name, advertise or use expressions implying that he is accredited or authorized as a CI or other banking service provider, or to create confusion in this regard, under penalty of the application of Article 239 of this Law.

Article 231 - Only CIs accredited as banks and development banks may use the term "bank" or its derivatives in their corporate name, all deeds and documents issued by the institution, announcements and various advertisements, under penalty of the application of Article 239 of this Law. Only CIs accredited as MFIs may use the term "microfinance" or its derivatives in the corporate name, all deeds and documents from the institution, announcements and various advertisements, under penalty of the application of Article 241 of this Law. CHAPTER III. MEMBERS OF GOVERNANCE AND CONTROL STRUCTURES Article 232 - No one may, directly or through an intermediary, be a member of the Board of Directors, the general management and the internal control body of a banking service provider, auditor, recovery commissioner, resolution commissioner, liquidator or have the power to sign on behalf of such an institution, who has:

• been dismissed as an officer or director of a CI or other banking service provider;
• been a member of the board of directors, the general management or a supervisory body of a CI under compulsory liquidation as provided for in Article 226 of this Law;
• has been convicted of crime or offence by a final court decision;
• has been convicted as a director, de jure or de facto manager of a company, under the regulations on collective procedures for settling the liabilities, unless an acquittal has been granted in his favour;
• has been the subject of a striking-off order issued by the profession from which he comes;
• has doubtful or contentious debts recorded in any information system created on the national territory;
• was included on a list of excluded or struck off persons kept by a competent authority under a specific regulation. The aforementioned prohibitions also apply in case of dismissal, liquidation, conviction of a crime or offence or striking off by a foreign court or administration. CHAPTER IV. CORRUPTION OR INFLUENCE- PEDDLING Article 233 - The following are liable to the sanctions provided for by the law on the fight against corruption:
• CSBF members;
• the supervisory officers of CSBF General Secretariat;
• any person designated by CSBF to ensure the supervision, recovery, resolution and liquidation of the CIs;
• members of the administrative, management and supervisory bodies, any agent of the CIs, distribution agents and other banking service providers
• any promoter of an approval request as a CI who commits any act of active or passive corruption or influence-peddling. Article 234 - Any person who has knowledge of an act of corruption or influence peddling is required to alert the Independent Anti-Corruption Board, "BIANCO" in abbreviated form, when the act is committed by CSBF members, the administrative bodies of the CIs, any promoter, and any person in charge of ensuring the control, recovery,

resolution and liquidation of CIs TITLE IX. CRIMINAL PROVISIONS General provisions Article 235 - CSBF shall inform the Public Prosecutor of any facts constituting criminal offences of which it has become aware in the performance of its duties. Article 236 - The judicial authorities are required to inform CSBF of any criminal proceedings brought against a credit institution or the persons referred to in Article 23 of this Law. CSBF shall be entitled to bring a civil action within the framework of such proceedings. Article 237 - Where necessary, a representative of CSBF may be heard as an expert by the competent judicial authorities. Article 238 - In the event of a further offence, the maximum penalty and the rates of fine provided for by this Law are doubled. Non-compliance with prohibitions Article 239 - Any person acting either on his own behalf or on behalf of a legal person who contravenes any of the prohibitions provided for in Articles 228 and 230 to 232 of this Law shall be liable to imprisonment for a term of three (3) months to two years and/or a fine of Ariary 10,000,000 to 40,000,000. In the event of illegally practicing the activity of a banking service provider, or using the name of a banking service provider without authorisation or licence, the Court may, in addition, order the closure of the institution, the publication of the judgment or an extract of the judgment in the newspapers it designates and its posting in the places it determines, at the expense of the convicted person. Any person convicted of illegally exercising the activity of banking service providers may not be employed in any capacity whatsoever within a banking service provider. Conducting unauthorised transactions Article 240 - Without prejudice to disciplinary sanctions decided by CSBF, any banking service provider shall be liable to a fine ranging from Ar 4,000,000 to Ar 100,000,000 if it has:

• carried out unauthorised transactions for its category and not provided for in the approval or licence decision;
• failed to seek prior authorisation from CSBF in accordance with Article 119 of this Law;
• granted credits or subscribed commitments in favour of its clients against allocation of its own shares.

Member of the Board of Directors, the general management and the supervisory body Article 241 - Without prejudice to disciplinary sanctions decided by CSBF, any member of the administrative, management and control bodies of a CI who has:

• contributed to the CI collapse because of their bad governance, management or control of the CI;
• violated the incompatibilities provided for in Article 232 of this Law. Any administrative body that contravenes the obligation to convene General Meetings or the Auditor during General Meetings needed for the recovery implementation or resolution measures decided by CSBF is also liable to a fine of Ariary 10,000,000 to 40,000,000. Shall be liable to a fine of Ariary 1,000,000 to 5,000,000:
• any management body that has failed to publish the accounts;
• any administrative body which has distributed dividends despite the prohibition or limitation set out by CSBF or its Chair. Any person who has been convicted in application of the provisions of the first Paragraph above may not be employed, in any capacity whatsoever, within a CI. Obstructing the mission of control, resolution and liquidation Article 242 - Any person acting either on his own behalf or on behalf of a legal entity shall be liable to a fine of Ar 8,000,000 to Ar 200,000,000, if he has:
• refused to comply with CSBF requirements and decisions, the persons mandated by CSBF and the liquidator
• obstructed or hindered the work of the Statutory Auditor, CSBF and the persons appointed by CSBF and the liquidator
• contravened the duty to warn provided for in Article 109 of this Law;
• knowingly provided CSBF, BFM, the Ministry of Finance and any other competent authority with inaccurate documents or information. Misuse of corporate assets, publication and communication of false financial statements Article 243 - Is liable to a penalty of imprisonment of two (2) months to two (2) years and/or a fine of Ariary 8,000,000 to 200,000,000, the managers or any persons who, in banking matters:
• in bad faith, make use of the company's assets or credit in a way that they know is contrary to the company's interests, for personal, material or moral ends, or to favour another legal entity in which they are directly or indirectly interested;
• knowingly published or presented false financial statements or accounting documents. Article 244 - Any Statutory Auditor who, either in his personal name or as a partner of an audit firm, knowingly gives or confirms false information on the situation of the company or who fails to disclose to the Public Prosecutor's Office the criminal acts of which he has knowledge, is liable to imprisonment for a period of six (6) months

to five (5) years and/or a fine of Ariary 8,000,000 to 200,000,000. CSBF members and supervisory officers Article 245 - Any member of CSBF and supervisory officers who breaches any of the incompatibilities provided for in Article 72 of this Law shall be liable to a fine of Ariary 4,000,000 to 100,000,000. Non-compliance with the customer protection rules Article 246 - Any CI breaching the provisions of Article 155 of this Law is liable to a fine of Ariary 4,000,000 to 100,000,000. Article 247 - Any person who breaches the provisions of Article 156 of this Law is liable to imprisonment of one (1) month to six (6) months and/or a fine of Ariary 4,000,000 to 100,000,000. Liquidation Article 248 - The liquidator of a CI shall be liable to imprisonment for a term of two (2) months to two (2) years and/or a fine of Ariary 4,000,000 to 100,000,000 if he:

• has carried out operations other than those necessary for settling the CI situation;
• has not respected the liquidation procedures provided for by this Law. Article 249 - Is liable to imprisonment of two (2) months to two (2) years and/or a fine of Ar 8,000,000 to 200,000,000, the liquidator of a CI who abuses corporate assets. TITLE X. TRANSITIONAL AND FINAL PROVISIONS Article 250 - The provisions of the regulations on commercial companies which are not contrary to the provisions of this Law shall apply to banking service providers incorporated as a commercial company Obligation to comply with the provisions of this Law Article 251 - CIs accredited before the entry into force of this Law shall be reorganized into one of the categories referred to in Articles 15 to 22 of this Law according to their activities. The terms and conditions of the reorganization shall be determined by CSBF instruction. Article 252- Non-authorised entities carrying out the activity of a financial institution within the meaning of Articles 18 to 21 have one (1) year from the publication of the instruction on the approval of financial institutions to apply for the request of approval or authorization provided for in Article 27 of this Law. Already accredited CIs shall comply with the provisions of this Law within three (3) years from its publication. Article 253 - Already accredited CIs but which have not yet formed a professional association for their category have a period of six (6) months from the

publication of this Law to form the professional association. Status of CSBF members Article 254 - CSBF members appointed within the framework of Law N° 95- 030 of 22 February 1996 on the CI’s activity and control shall remain in office until the end of their term. The Minister of Justice shall appoint its representative within the resolution board provided for in Article 66 of this Law within six (6) months of the publication of this Law. Amended provisions Article 255 - Law N° 2017-026 of 8 February 2018 on Microfinance is amended as follows:

1. the terms "provisional administrator" and "resolution administrator" are respectively replaced by the terms "recovery commissioner" and "resolution commissioner";

2. Article 20, Paragraph 1, related to membership of the professional association is amended as follows: "Microfinance institutions shall register in the Trade and Companies Register within one (1) month of notification of the conditions precedent lifting to their approval. They shall join the professional association within six (6) months of the suspensive conditions lifting “;

3. Article 25 on incompatibilities is amended as follows: "The members of the Board of Directors, the general management and the supervisory body may not hold any remunerated position with another microfinance institution or another credit institution. CSBF members and CSBF’s General Secretariat supervisory officers may not become members of the administrative, management and supervisory bodies of microfinance institutions. The incompatibilities shall continue to apply for a period of three (3) years after they cease to be CSBF members, with an obligation of reserve on the part of former members with regard to the disclosure of information or documents they became aware of during their term of office";

4. Article 36 Paragraph 3 is repealed;

5. Article 38, last Paragraph, is amended as follows: "Microfinance institutions shall take out loans to refinance their credit operations with credit institutions and any other body under the conditions laid down by CSBF instruction";

6. Article 39 related to the legal reserve is amended as follows "As a departure from the law on commercial companies, microfinance institutions are required to set up an annual legal reserve whose rate is set at 15% of the net result as defined by CSBF instruction on the Accounting Plan of Microfinance Institutions, for the duration of their corporate life;

7. Article 48 on arbitration is amended to read as follows: "Microfinance institutions may have recourse to arbitration procedures provided for by the law on arbitration within the framework of disputes with their clients";

8. Article 112 on the appointment of provisional administrator is replaced by Article 172 of this Law

9. Articles 113 and 115 Paragraph 1 concerning the selection process and the duration of the provisional administrator’s mandate are repealed;

10. Article 124 on the mission of the resolution administrator is replaced by Article 186 of this Law;

11. Article 162, Paragraph 1 on the liquidation decision is amended as follows: "CSBF shall decide on the institution liquidation within two (2) months from the receipt of the institution's request;”

12. Article 145 on the appointment of the liquidator is replaced by Article 204 of this Law;

13. Article 177 is amended as follows: "Microfinance institutions accredited under Law N° 2005-016 of 29 September 2005 on the activity and supervision of microfinance institutions shall comply with the provisions of this Law within three (3) years of its publication." Repealed provisions Article 256 The following are repealed:

• the provisions of Law N°95-030 of 22 February 1996 relating to the CIs activity and inspection.
• previous legal and regulatory provisions contrary to this Law;
• Articles 47 and 49 of Ordinance N° 88-005 of 18 April 1988;
• the last Paragraph of Article 663 of Law N°2003-036 of 30 January 2004 on commercial companies;
• the provisions of Law N°2017-044 of 25 January 2018 amending some provisions of Law N° 95-030 of 22 February 1996 on credit institutions activity and control. Entry into force Article 257 Due to the urgency, and in accordance with the provisions of Ordinance N° 62- 041 of 19 September 1962 relating to the general provisions of domestic law and private international law, the present law shall enter into force promptly upon its publication by radio or television broadcast, irrespectively of its insertion in the Official Journal of the Republic.

This law shall be published in the Official Gazette of the Republic. It shall be executed as State law. Promulgated in Antananarivo on September 1, 2020 THE PRESIDENT OF THE REPUBLIC, Andry RAJOELINA FOR CERTIFIED COPY Antananarivo, the 04th of February 2021 The General SECRETARY OF THE STATE RAZANARAINIARISON Lucette