Central Bank of Tunisia Circular to Approved Intermediaries No. 2016-8 dated December 30, 2016

Tunis, December 30, 2016 CIRCULAR TO APPROVED INTERMEDIARIES No. 2016-8 SUBJECT: Business Travel Allowances

The Governor of the Central Bank of Tunisia; Having regard to Law No. 2016-35 of April 25, 2016 establishing the statutes of the Central Bank of Tunisia; Having regard to the Foreign Exchange and External Trade Code promulgated by Law No. 76-18 of January 12, 1976, consolidating and codifying foreign exchange and external trade legislation governing relations between Tunisia and foreign countries, as amended by subsequent texts, notably Law No. 93-48 of May 3, 1993; Having regard to Decree No. 77-608 of July 27, 1977 setting the implementation conditions for the Foreign Exchange and External Trade Code, as amended by subsequent texts, notably Decree No. 93-1696 of August 16, 1993; Having regard to Circular No. 2001-08 of March 2, 2001 regarding business travel allowances, as amended by subsequent texts; Having regard to Opinion No. 9 of the Compliance Control Committee dated December 29, 2016, as provided for in Article 42 of Law No. 2016-35 of April 25, 2016 establishing the statutes of the Central Bank of Tunisia; Decides:

Article 1: This Circular determines business travel allowances and sets the conditions for benefiting from them through approved intermediaries by resident natural and legal persons, as well as the procedures for their use.

Article 2: Business travel allowances consist of transfer rights in dinars, fixed in accordance with this Circular, and include the "exporters" business travel allowance and the "other activities" business travel allowance. These allowances are exclusively intended to cover stay expenses (hotel, catering, and local transportation in the destination country) incurred by said persons abroad for business trips related to their professional activities, and they may in no case be used to cover expenses other than stay costs.

SECTION 1: BUSINESS TRAVEL ALLOWANCE FOR "EXPORTERS" Article 3: Resident natural and legal persons, as defined by the applicable foreign exchange regulations, making exports of goods or services may freely open business travel allowance files for "exporters" with approved intermediaries. Article 4: The amount of the "Exporters" Business Travel Allowance is set at twenty-five percent (25%) of repatriated export revenues from goods or services, arising from the activity for which the allowance file is opened, with a ceiling of five hundred thousand dinars (500,000 TND) per calendar year. When the export consists of performing abroad a works, studies, supervision, control, or other services contract concluded by the contractor with a client established outside Tunisia, the allowance may be funded in advance based on the portion of the contract price payable in convertible foreign currency, as stated in the duly concluded and registered contract, within the limits of the percentage and ceiling specified in the first paragraph of this article. The registration of the transfer right under the allowance occurs upon collection of export proceeds or submission to the approved intermediary of a copy of the contract for services performed abroad, and no later than three months from the date of collection or contract conclusion. Article 5: Subject to paragraph 2 of Article 4, export revenues under Article 4 serving as the basis for calculating the "exporters" business travel allowance must be supported by final invoices issued in accordance with applicable regulations, along with proof of corresponding payment, and consist of:

• Export revenues in foreign currency and convertible dinars from non-residents;
• Revenues in dinars collected under agreements signed between the Central Bank of Tunisia and foreign central banks;
• Revenues in dinars from sales to fully exporting resident companies;
• Revenues in dinars from sales to resident companies located in economic activity parks;
• Revenues in dinars from international trade companies;
• Revenues in dinars from export consultants;
• Revenues in dinars received by hoteliers through a resident travel agency as payment for services provided to non-residents, upon production of a certificate issued by said agency, endorsed by the approved intermediary that processed the currency transfer, indicating the hotelier's name and amount paid, along with a declaration by said agency confirming that this amount has not been registered under an "Exporters" Business Travel Allowance opened in its name. Travel agencies may only open files for "other activities" business travel allowances under the conditions set by this Circular. Article 6: When export proceeds are collected through an approved intermediary other than the domiciliary one, the first intermediary communicates to the second, upon the holder's request, a form conforming to Annex No. 1 of this Circular, specifying the amount to be registered in the allowance, supported by a copy of the credit advice justifying collection. Article 7: In case of total or partial cancellation of a payment that gave rise to registered transfer rights, these must be cancelled by the domiciliary approved intermediary. The approved intermediary processing the cancellation and the allowance holder are required to notify the domiciliary approved intermediary via a form conforming to Annex No. 1, supported by the corresponding debit advice.

SECTION 2: BUSINESS TRAVEL ALLOWANCE FOR "OTHER ACTIVITIES" Article 8: Resident natural and legal persons, as defined by applicable foreign exchange regulations, not holding "Exporters" Business Travel Allowances, whose professional activities require travel abroad and listed in Annex No. 2 of this Circular, may freely open "other activities" business travel allowance files with approved intermediaries. Article 9: The amount of the "Other Activities" Business Travel Allowance is set at eight percent (8%) of the previous year's declared turnover excluding taxes, with a ceiling of fifty thousand dinars (50,000 TND) per calendar year. Article 10: When opening or renewing this allowance, if the tax declaration showing turnover cannot be provided at the beginning of the calendar year, the approved intermediary is authorized to grant advances for stay expenses abroad calculated according to Article 9, based on the tax declaration endorsed by the tax authority for the year preceding the current year. The allowance holder must provide the declaration for the relevant year no later than July 15 of the current year. Failing this, the approved intermediary must immediately suspend allowance use and notify both the client and the Central Bank of Tunisia. Article 11: Approved intermediaries may open "other activities" business travel allowance files, within the ceiling of Article 9, upon request by resident legal persons under foreign exchange regulations, promoters of new projects whose implementation requires travel abroad for meetings with partners, clients, tour operators, finalizing financial structures, supplier negotiations, trade fair visits, and others. This allowance must be opened upon presentation of a copy of the declaration deposit certificate or authorization to practice an activity regulated by law, statutes setting a minimum capital of one hundred thousand dinars (100,000 TND), the commercial register extract, and a bank certificate proving mobilization of at least twenty-five percent (25%) of the equity funds registered in the project financing plan. Article 12: Except for that granted to promoters of new projects, which is awarded once for the entire project implementation period as a fixed amount of fifty thousand dinars (50,000 TND), the "other activities" business travel allowance is renewed each calendar year under the conditions of this Circular.

SECTION 3: COMMON PROVISIONS Article 13: Any resident natural or legal person may hold only one business travel allowance. It must be domiciled with a single approved intermediary. However, an allowance holder may convert the regime of this allowance after closing the file of the allowance from which they already benefit. Article 14: The allowance holder, regardless of regime, must subscribe to an undertaking conforming to Annex No. 3 before any use of the allowance at domiciliation. Article 15: Opening an allowance file by the approved intermediary occurs upon production of documents specified in Annex No. 4, as applicable. Justifications for opening and using allowance files must be retained by both the domiciliary approved intermediary and the allowance holder in accessible files for control purposes. Article 16: Changing the domiciliation of the business travel allowance is freely carried out upon presentation of a closure certificate for the allowance file, issued by the former domiciliary approved intermediary, specifying amounts already transferred during the year and any remaining allowance balance. Article 17: Allowances granted to companies are used exclusively by their executives and employees, whose names must appear on the list attached to the undertaking under Article 14. Allowances granted to natural persons may, however, be used only by their holders. Article 18: Unutilized allowance amounts during a calendar year may be carried forward to subsequent years, provided that transfers for stay expenses abroad do not exceed the ceilings set by this Circular according to the allowance regime during a calendar year. Article 19: Transfers charged against the business travel allowance may occur in cash, by wire transfer, or by international payment card. Cash transfers require the domiciliary approved intermediary to issue an export authorization for foreign currency in banknotes and deliver it to the beneficiary, under conditions set by applicable foreign exchange regulations. Article 20: Unused foreign currency may be re-registered as transfer rights, according to conditions specific to each allowance, provided they are:

• Returned within a maximum of 7 working days following the return to Tunisia and justified by an import declaration for foreign banknotes duly endorsed by Customs; or
• Returned within a maximum of 7 working days following the expiration of the validity period of the foreign currency exit authorization, due to cancellation of the intended trip. Article 21: Business travel allowances may be used from Tunisia via international payment cards or wire transfers to cover expenses abroad, such as hotel reservations and local transportation in the destination country. Article 22: The domiciliary approved intermediary must, in case of exceeding transfer rights under a business travel allowance for any reason, promptly take necessary measures to immediately suspend allowance use and notify both the client and the Central Bank of Tunisia. Article 23: The allowance holder must, upon return from abroad by themselves or their executives/employees, send to the domiciliary approved intermediary a declaration indicating departure and return dates as shown in passports for trips abroad that gave rise to allowance use. If the aforementioned declaration is not communicated no later than two months from the date of issuing foreign currency in cash or by wire transfer, or from the date of payment via international card, the approved intermediary must defer any further transfers using the allowance and notify both the client and the Central Bank of Tunisia.

SECTION 4: INFORMATION TO THE CENTRAL BANK OF TUNISIA Article 24: Approved intermediaries send monthly to the Central Bank of Tunisia via computer files through SED, monthly extracts of annual allowance statements prepared in accordance with Annex No. 5, as well as lists of persons eligible for transfers under these allowances, in accordance with the registration diagram in Annex No. 6, no later than the 10th of the month following those to which the statement extracts relate.

SECTION 5: FINAL AND TRANSITIONAL PROVISIONS Article 25: All contrary provisions or those duplicating this Circular are repealed, notably Circular No. 2001-08 of March 2, 2001 regarding business travel allowances. However, "other activities" and "importers" business travel allowances opened before the effective date of this Circular continue to operate in accordance with Circular No. 2001-08 until January 20, 2017, and must be closed by that date. Amounts transferred until January 20, 2017 under the "other activities" or "importers" business travel allowance must be deducted from transfer rights related to a business travel allowance opened for the same beneficiary under this Circular. To this end, upon opening an "other activities" business travel allowance in accordance with this Circular, the approved intermediary must require its client to present:

• A certificate from the approved intermediary where the "other activities" or "importers" allowance is opened, in accordance with Circular No. 2001-08, indicating amounts transferred under one of these two allowances until January 20, 2017.
• A sworn declaration by which the client confirms they have not made transfers under these two allowances or have not benefited from them until January 20, 2017. "Promoters" business travel allowances opened before the effective date continue to operate in accordance with Circular No. 2001-08 until exhaustion of related transfer rights or until the beneficiary opens a business travel allowance under this Circular. In this case, they cannot benefit from an "other activities" business travel allowance reserved for new project promoters. "Markets performable abroad" business travel allowances opened before the effective date may continue to operate in accordance with Circular No. 2001-08 until expiration of the contractual execution period for corresponding contracts and must be closed by that date. "Exporters" business travel allowances opened before the effective date continue to operate in accordance with Circular No. 2001-08 until January 20, 2017 and must be closed by that date. From the following day, any "exporters" business travel allowance must operate in accordance with this Circular, with the possibility of carrying forward to 2017 unutilized transfer rights registered therein without annual transfer rights exceeding the ceiling set in Article 4.

THE GOVERNOR CHEDLY AYARI

ANNEX NO. 1 TO THE CIRCULAR TO APPROVED INTERMEDIARIES No. 2016-8 DATED DECEMBER 30, 2016 APPROVED INTERMEDIARY …………………… Code…………….…..…….. Agency :…………………………………………….. Code : ………...................... Recipient: (domiciliary approved intermediary for "exporters" business travel allowance) Name or company name of the exporter :…………………………………..…………………. Address :………………………………………………………………………………………. Tax ID number (Matricule Fiscal) :………………………………………………………………………………. Operation references 1:…… …………………………………………………………….. Amount repatriated :

• In Foreign Currency :…………… …… ………………… against value in dinars :……………….... Date of repatriation :………………………………………………………………………… Transfer rights 2:

• register to "exporters" business travel allowance :…………………………..
• cancel from "exporters" business travel allowance :………………………… Date: Stamp and signature of the approved intermediary

1 - In case of goods export, indicate title code, number and date of domiciliation.

• In case of services export, indicate number and date of final invoice. 2- Strike out unnecessary mention.

ANNEX NO. 2 TO THE CIRCULAR TO APPROVED INTERMEDIARIES No. 2016-8 DATED DECEMBER 30, 2016 List of activities eligible for "Other Activities" Business Travel Allowance (B.T.A. O.A)

1. Liberal professions organized under a national order or council (lawyers, doctors, pharmacists, certified accountants, architects, …).
2. Studies and consulting (engineering offices, control offices, consultants …).
3. Information technology services.
4. Real estate development.
5. Public works and construction.
6. International road freight transport.
7. Ship consignment.
8. Freight forwarders.
9. Cinematographic production and distribution.
10. Printing and publishing.
11. Advertising and communication.
12. Insurance companies.
13. General insurance agents.
14. Insurance brokers.
15. Travel agencies with "A" license.
16. Private higher education.
17. Private clinics.
18. Analysis laboratories.
19. Financial services regulated by law (banks, leasing, factoring, …).
20. Securities Exchange.
21. Stock market intermediaries.
22. Senior technical activities in anesthesia and resuscitation, obstetrics, psychiatry, physiotherapy, occupational therapy, speech therapy, optometry and dental prosthesis.
23. Industrial activities performed by companies whose turnover excluding taxes for the calendar year preceding each year during which the company benefits from a B.T.A. O.A, is at least 1,000,000 TND (one million dinars).
24. Any other activity performed by a company that has realized imports of goods for a minimum amount of 100,000 TND (one hundred thousand dinars) justified by import documents endorsed by Customs for the calendar year preceding each year during which the company benefits from a B.T.A. O.A.

ANNEX NO. 3 TO THE CIRCULAR TO APPROVED INTERMEDIARIES No. 2016-8 DATED DECEMBER 30, 2016 APPROVED INTERMEDIARY :………………………… Code :………..………… Agency :…………………………………....………….... Code :…………..……… Business Travel Allowance: Undertaking I, the undersigned (Name and surname) :…………………………………………………..………… . Identification code3:…..…………………………………………………………………. Address :……………………… ……………………………………………………….. ……. Acting in my capacity as4:………….………………….Identification code5………..….…... Certifies, under penalty of law, that:

• I do not hold another business travel allowance.
• I do not hold a "service provider" account.
• Only employees whose names, surnames and identification codes appear on the attached list may benefit from transfers under this Business Travel Allowance. Any modification to this list will be brought to your attention.
• I will send you upon each trip return, a declaration indicating departure and return dates as shown in beneficiaries' passports.
• I will repatriate unused balances and return them within the time limits prescribed by applicable foreign exchange regulations. Made at:…………….., on………. Authorized stamp and signature

3-CIN (national identity card) or CS (residence permit). 4-if representing a legal person, indicate the representative's function and the company name. -if a natural person acting for their own account, indicate their activity. 5-MF (tax ID number).

ANNEX NO. 4 TO THE CIRCULAR TO APPROVED INTERMEDIARIES No. 2016-8 DATED DECEMBER 30, 2016 Common documents for opening a Business Travel Allowance file under all regimes: 1- For natural persons:

• copy of the national identity card (CIN);
• copy of the residence permit (CS) for resident natural persons of foreign nationality;
• copy of the professional card;
• copy of the tax identification card;
• copy of the commercial register extract; 2- For legal persons:
• copy of registered statutes and list of shareholders or partners;
• copy of the declaration deposit certificate or authorization;
• copy of the commercial register extract;
• copy of the tax identification card; Specific documents for opening a Business Travel Allowance file intended for promoters of new projects:
• copy of the declaration deposit certificate or authorization to practice an activity regulated by law governing the sector of activity.