Regulation 1/2013 on Licensing and Activity of Non-Bank Financial Institutions (Integrated Version)

REPUBLIC OF ALBANIA BANK OF ALBANIA SUPERVISORY COUNCIL DECISION No 01, dated 17. 01. 2013 ON THE APPROVAL OF REGULATION "ON LICENSING AND ACTIVITY OF NON-BANK FINANCIAL INSTITUTIONS” Pursuant to Article 1, paragraph 4, point "b", Article 43, point "c" of Law No 8269, dated 23 December 1997 “On the Bank of Albania”, as amended; Article 4 paragraph 46, and Article 126 of the Law No 9662, dated 18.12.2006 “On Banks in the Republic of Albania”, as amended; upon the proposal of the Supervision Department, the Supervisory Council of the Bank of Albania, DECIDED:

1. To approve the regulation "On licensing and activity of non-bank financial institutions" according to the text attached to this Decision.
2. The Supervision Department of the Bank of Albania is responsible for the implementation of this decision.
3. The Foreign Relations, European Integration and Communication Departments responsible for the publication of this decision in the Official Bulletin of the Bank of Albania and in the Official Journal of the Republic of Albania.
4. Upon the entry into force of this regulation, the regulation "On granting of license to non-bank subjects" approved by Decision No 11, dated 25.02.2009, as amended, of the Supervisory Council, is repealed. This Decision shall enter into force on the 15th date following its publication in the Official Journal of the Republic of Albania. SECRETARY CHAIRMAN YLLI MEMISHA ARDIAN FULLANI

2 REGULATION 1“ON LICENSING, EXERCISE OF THE ACTIVITY, REVOCATION OF THE LICENCE AND LIQUIDATION OF CREDIT PORTFOLIO CREATED FROM THE FINANCIAL ACTIVITY OF NON-BANK FINANCIAL INSTITUTIONS” (Adopted with decision No. 01, dated 17.01.2013 and amended by decision No.47, dated 30.03.2016, by decision no. 121, dated 09.11.2016, by decision no. 47, dated 06.09.2017, by decision no. 47, dated 3.7.2019, by decision no. 60, dated 24.11.2021, by decision no.51, dated 7.12.2022, by decision no. 33, dated 5.6.2024, by decision no. 42, dated 7.8.2024 and by decision no. 10, dated 1.4.2026 of the Supervisory Council of the Bank of Albania) CHAPTER I GENERAL PROVISIONS Article 1 Scope This regulation lays down the conditions, requirements, time frame, documentation and procedures on: a) licensing of non-bank financial institutions 2 and microcredit financial institutions to carry out financial activities in the Republic of Albania; b) granting prior approval during the exercise of the activity of non-bank financial institutions 3and microcredit financial institutions; c) obligation to notify the Bank of Albania during the execution of the activity of non-bank financial institutions 4and microcredit financial institutions; d) repealed5 ; e) 6 licence revocation of non-bank financial institutions to carry out financial activity in the Republic of Albania; f) 7 liquidation of credit portfolio created from the exercise of the financial activity pursuant to the licence granted to the non-bank financial institution. Article 2 Legal framework This regulation is made pursuan to: a) article 1, paragraph 4, point "b" and article 43, point "c" of Law No 8269 dated 23.12.1997 “On the Bank of Albania”, as amended; 1 Amended the title of the regulation upon the Supervisory Council decision no. 33, dated 5.6.2024. 2 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 3 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 4 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 5 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 6 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 7 Added upon the Supervisory Council decision no. 33, dated 5.6.2024.

3 b) 8article 126 of Law No 9662, dated 18.12.2006 “On banks in the Republic of Albania”, as amended, hereinafter referred to as the Banking Law; c) 9 article 194, paragraph 4 of the Law No. 52/2014 dated 22.5.2014 “On insurance and re-insurance activity"; d) 10Law no. 9917, dated 19.05.2008 “On the prevention of money laundering and financing of terrorism”, as amended, hereinafter referred to as the Law on prevention of money laundering; e) 11 Law No.9901 dated 14.04.2008 “On entrepreneurs and commercial companies”, as amended; f) 12 Law No. 110/2016, dated 27.10.2016 “On bankruptcy”. Article 3 Subjects This regulation shall be applicable on entities applying for a license for financial activities in the Republic of Albania, non-bank financial institutions 13 and microcredit financial institutions. Article 4 Definitions

1. 14For the purposes of implementation of this regulation, the terms defined in article 4 of the Law on banks, Law on prevention of money laundering and financing of terrorism, Law on entrepreneurs and commercial companies, and the Law on bankruptcy, shall have the same meaning in this regulation.
2. In addition to paragraph 1, for the purposes of this regulation, the following terms shall mean: a) “micro credit” - a loan not higher than ALL 600,000 or its equivalent in a foreign currency; b) “microcredit financial institution” - a non-bank financial institution that meets all the following criteria at the same time: i. lending and advisory services on lending are the sole scope of its activity; ii. average value of a loan extended to a borrower is not higher than the value of the microcredit iii. at least 50 per cent of the credit portfolio is composed of micro credits; 8 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 9 Added upon the Supervisory Council decision no. 47, dated 30.03.2016. 10 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 11 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 12 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 13 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 14 Amended upon the Supervisory Council decision no. 33, dated 5.6.2024.

4 c) repealed15; d) “administrator” - an individual as defined in the Law No 9901, dated 14.04.2008, “On the entrepreneurs and companies”; e) “merger by absorption” - the merger of two or more entities 16 , by transferring total assets and liabilities of the absorbed institutions to another existing institution, called the absorbing institution. This reorganisation dissolves the absorbed institutions in exchange for shares/quota of shareholders/partners of the absorbed institutions, in the absorbing institution; f) “merger by creation" - a merger of two or more existing entities17 to create a new institution, where the existing institutions lose their legal status and a new institution is created. The newly created institution will be the owner of all the assets and liabilities of the dissolved institutions, in exchange for the shares/quotas of shareholders/partners of existing institutions, in the new institution; g) “division by creation” - a division whereby all assets and liabilities are transferred to two or more entities18 that are newly established (recipient), and the divided institution is considered as dissolved without liquidation; h) “division by absorption” - a division whereby all assets or liabilities are transferred to two or more existing (recipient) entities19, and the divided institution is considered as dissolved without liquidation; i) “purchase of credit”20 – will be considered as one of the lending forms; j) “non-bank financial institution that purchases non-performing loans”21

• is the entity, whose 100% credit is composed of non-performing loans, purchased from banks or other financial entities as licensed by the Bank of Albania; k) “non-performing loan” 22 – shall have the meaning stipulated in the regulation "On credit risk management from banks and branches of foreign banks" and the regulation "On risk management in the activity of non-bank financial institutions; l) “bearer shares”23
• are shares of a legal person, whose ownership is transfered to the person that owns or holds the cerftificate/document of 15 Repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 16 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 17 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 18 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 19 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 20 Added upon the Supervisory Council decision no. 47, dated 30.03.2016. 21 Added upon the Supervisory Council decision no. 47, dated 30.03.2016. 22 Added upon the Supervisory Council decision no. 47, dated 30.03.2016. 23 Added upon the Supervisory Council decision no. 47, dated 3.7.2019.

5 the bearer shares without the need of an agreement/contract for transferring the ownership of these shares; m) “nominee shareholder” 24

• is the registered shareholder of a legal person that holds shares on the current shareholder’s behalf (beneficiary owner), according to an agreement; n) “shell bank”25
• is a bank, which does not have a physical presence, including lack of administration and management, and, which is not included in any regulated financial group; o) “liquidation of the credit portfolio created from the exercise of financial activity pursuant to the licence” 26 – in terms of this regulation, is the process of credit portfolio management of the non-bank financial institution, created by the non-bank financial institution, as a result of the financial activity carried out under the licence granted by the Bank of Albania (hereinafter referred to as “liquidation”). p) “beneficiary owner” 27
• shall have the same meaning as stipulated in the legislation in force governing the register of beneficiary owners. CHAPTER II LICENCING Article 5 Licensing authority and financial activity

1. The Bank of Albania is the sole competent authority to: a) license non-bank financial institutions to carry out, in line with the provisions of this regulation, one or more activities as follows: i. lending of all types, ii. factoring, iii. leasing, iv. repealed28 , v. guarantees and commitments, vi. foreign exchange, vii. advisory, intermediation and other auxiliary financial services on all activities listed above. b) license microcredit financial institutions, in accordance with the provisions of this regulation; 24 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 25 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 26 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 27 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 28 Repealed upon the Supervisory Council decision no. 60, dated 24.11.2021.

6 c) repealed29; d) repealed30 . 2. An institution may acquire the right to commence the financial activity/ies only after having obtained a license or received the respective approval from the Bank of Albania. 3. Non-bank financial institutions may not enter into an agreement with third parties (outsourcing) to transfer the internal audit function and/or exercise financial activities stipulated in this regulation. 4. Repealed31 . 5. Repealed32 . 6. Repealed33 . Article 5/134 Exceptions Repealed Article 6 Capital requirements

1. The minimum initial capital required for obtaining a license as a non-bank financial institution is as follows: a) all lending types .........................ALL 100,000,000 (one hundred million); b) factoring............................................... ALL 20,000,000 (twenty million); c) leasing...................................................ALL 20,000,000 (twenty million); d) repealed35; e) guarantees and commitment ................ALL 20,000,000 (twenty million); f) 36foreign exchange....................................... ALL 5,000,000 (five million); 29 Repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 30 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 31 Added upon the Supervisory Council decision no. 47, dated 30.03.2016 and repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 32 Added upon the Supervisory Council decision no. 47, dated 30.03.2016 and repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 33 Added upon the Supervisory Council decision no. 47, dated 30.03.2016 and repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 34 Added upon the Supervisory Council decision no. 121, dated 09.11.2016 and repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 35 Repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 36 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026.

7 g) advisory, intermediation and other auxiliary financial services of all activities listed under “a”-“f” ............................ALL 10,000,000 (ten million). 2. The minimum initial capital required for the microcredit financial institution, excluded from the definition of point “a” in paragraph 1 of this article, amounts to ALL 15 (fifteen) million. 3. 37Except letter "a" in paragraph 1 of this article, the required minimum capital for the non-bank financial institutions that purchase non-performing loans, shall be ALL 50 (fifty) million. 4. Repealed38 . 5. The minimum initial capital required for the non-bank financial institutions that apply to carry out 2 (two) or more financial activities, other than those set out in article 5 of this regulation, shall be equal to the amount of the highest required capital as per paragraph 1 of this article, among the activities for which the non-bank financial institution applies to obtain a license. 5/1. 39Entities that seek to carry out only foreign exchange activity shall meet the conditions set out in the regulation “On the licensing, organization, activity, and supervision of foreign exchange bureaus” and shall be licensed as foreign exchange bureaus. 6. 40 Each payment of minimum paid-in capital and each later increase thereof41 shall be accompanied with the submission to the Bank of Albania of the information on the source of the capital, according to the documentation laid down in letter "g” of paragraph 2, article 8 of this regulation. 7. The Bank of Albania may request further information and carry out further checks relating to the creation source/sources of contributions/funds that shall serve as a minimum initial capital or as a future increase in its structure. 7/1. 42 Where the Bank of Albania concludes, or is reasonably suspicious of the capital structure or its source being associated to persons with criminal convictions by a final court decision, who have family relations or close personal, working or business relationship in accordance with legal stipulations, with 43the shareholders/partners and the beneficiary owners, or is related to companies registered in tax havens or offshores, it notifies and requires from 44the Financial Intelligence Agency whether it has information 37 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 38 Repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 39 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 40 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 41 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026. 42 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 43 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026. 44 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026.

8 regarding 45the shareholders/partners and the beneficiary owners, and shall suspend the procedure on granting the license up to a response from the latter. 8. Payments or expenses for purchasing or renting premises and equipment are not included in the amount of the minimum initial capital. 46Article 6/1 Legal form The legal form of the entity seeking to exercise financial activity as a non-bank financial institution or as a microcredit financial institution, with the exception of entities seeking to exercise only the financial activities of factoring and/or financial leasing, shall be as a joint stock company, according to the provisions provided in the law “On entrepreneurs and commercial companies”. Article 7 Characteristics of the licence

1. The license is perpetual, non transferable and non tradable.
2. 47The licence of the non-bank financial institution shall include the trade name of the entity, the date and number of its issue, and the annex of the financial activities, for which the subject is licensed. The annex shall be an integrated part of the licence.
3. The license for the microcredit financial institution encompasses the words “microcredit financial institution” in addition to the trade name of the institution.
4. Repealed48 . Article 8 Documents for non-bank financial institution and microcredit financial institution 49
5. The application to obtain a license 50as a non-bank financial institution or a microcredit financial institution shall be submitted in writing by the founders 45 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026. 46 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 47 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 48 Repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 49 Amended the title of the article upon the Supervisory Council decision no. 60, dated 24.11.2021. 50 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021.

9 51/ shareholders/partners, or the administrator of the institution or any other legally authorized person 52(according to Form 1 of this regulation). 2. The application is submitted together with the completed forms attached to and forming an integral part of this regulation, as well as the following documentation: a) statute of the company; b) repealed53; c) repealed54; d) registration extract of the institution registered as a legal person issued by the 55National Business Center, setting out the activity/ies for which the institution is submitting an application for licensing; e) repealed56; f) the following certificates issued by the competent authorities, according to their jurisdiction, certifying that 57 the founders/shareholders/partners and the legal representative (if applicable): i. is not under criminal investigation; ii. is not standing trial for a criminal offence; iii. has not been convicted by a court for committing a criminal offence; iv. is not under a mandatory execution process, as certified by the Bailiff’s Office, for outstanding liabilities. 58The aforementioned documents must be issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania. f/1) 59 the borrower’s certificate or report from the credit registry, or an equivalent document issued by the competent authorities of the foreign state, which has been issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania; g) the documentation relating to the initial60 capital and its source: i. a notarised declaration of founders61/shareholders/partners certifying that the source of the initial paid-in capital of the non-bank financial institution 62or microcredit financial institution is not a loan, credit or money paid in advance from third parties, 51 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 52 Added upon the Supervisory Council decision no. 47, dated 30.03.2016. 53 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 54 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 55 Amended upon the Supervisory Council decision no. 42, dated 7.8.2024. 56 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 57 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019; added upon the Supervisory Council decision no. 42, dated 7.8.2024, and amended upon the Supervisory Council decision no. 10, dated 1.4.2026. 58 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 59 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 60 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 61 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 62 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021.

10 ii. a notarised declaration of founders 63 /shareholders/partners on the source of creation of the initial paid-in capital as well as any increase to the capital during the course of the activity, accompanied by the following documentation: • for legal persons: evidence of the source of the creation of funds submitted in a legally acceptable form (authorized auditor’s report, annual accounting balance, gifts or other sources designated for purchasing shares64/quotas of the non-bank financial institution 65or microcredit financial institution) and 66documents issued by competent authorities providing data on the balance sheet of the company and compliance with taxation duties. • for natural persons: evidence of the source of funds, presented in a legally acceptable form (sale or purchase, gifts, wages, monetary deposits in banks or other evidence) and a certificate of the competent authorities affirming compliance with taxation duties; iii. certificate issued by a bank or branch of a foreign bank licensed by the Bank of Albania, certifying that the subject has frozen, in an account at the bank, the amount of the required capital in accordance with article 6, 67paragraphs 1, 2, 3 or 5, accordingly. This amount shall be released upon the notification of the Bank of Albania, at the conclusion of the licensing procedure. 68 In any case, if during the licensing process the equivalent amount in Albanian Lek is not met as a result of exchange rate fluctuations, the Bank of Albania shall require the replenishment of the deposited amount of capital, defined in article 6 of this regulation; h) the documentation relating to the founders69/shareholders/partners, when the founders70/shareholders/partners are legal persons: i. statute and the extract of the Trade Register (for foreign legal persons

• legally equivalent documents in accordance with the respective foreign legislation/jurisdiction); ii. decision of the decision-making body of the company on participation in the capital of the non-bank financial institution 71 or microcredit financial institution; 63 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 64 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 65 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 66 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026. 67 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026. 68 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 69 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 70 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 71 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021.

11 iii. certificate by competent authorities on compliance with fiscal duties (for foreign legal persons - legally equivalent documents in accordance with the respective foreign legislation/jurisdiction); iv. in the cases of qualifying holding, the documents shall be supplemented with additional data on the commercial activity and the financial statements of the company for the preceding year, certified by a statutory auditor; v. 72a statement containing the information about working or business relationships in accordance with legal stipulations, with persons with criminal convictions by a final court decision (according to Form No. 11 of this regulation); vi. 73the capital structure of the shareholders/partners and beneficiary owners of the non‑bank financial entity or the microcredit financial institution (in accordance with the relevant forms no. 12, no. 13 and no. 14 of this regulation). In the information provided under this letter, it shall be declared whether or not this structure includes bearer shares or nominee shareholders; vii. 74list of indirect holdings in the entity’s capital of an amount no less than 5%, accompanied by the following information: • the registration document in Commercial Registry as legal person and the statute of the company, • the relevant documentation certifying no outstanding fiscal obligations for the recent period, • the notarized statement for the regular payment of obligations to third parties, • certificates, issued by competent authorities in accordance with the respective jurisdiction, that:

• the person is not under indictment in criminal proceedings (where applicable),
• the person has never been convicted of a criminal offence (where applicable),
• the person is not under an obligatory execution process for unpaid obligations based on wealth,
• the person is not subject of any insolvency, bankruptcy or liquidity procedures, etc. The aforementioned certificates shall be issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania. • the borrower’s certificate or report from the credit registry or an equivalent document issued by the competent authorities of the foreign state, which has been issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania, 72 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 73 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 74 Added upon the Supervisory Council decision no. 10, dated 1.4.2026.

12 • the statement containing information on close personal, working or business relationships, in accordance with legal stipulations, with persons who have criminal convictions by a final court decision (according to Form No. 11 of this regulation); viii. 75the list of beneficiary owners in the entity’s capital, to an amount not less than 5%, accompanied by the following information: • notarized/legalized copy of the identification document, • information on family relationships with the shareholders/partners of the entity, • the relevant legal documentation certifying the payment of all the fiscal obligations for the most recent period, • a statement on regular payment of obligations towards third parties (if any), • certification issued by the competent authorities attesting that:

• the person is not under indictment in criminal proceedings,
• the person has never been subject to a criminal conviction,
• the person is not under an obligatory execution process for unpaid obligations based on wealth, The aforementioned certificates shall be issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania. • the borrower’s certificate or report from the credit registry or an equivalent document issued by the competent authorities of the foreign state, which has been issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania, • a statement containing the information about close personal, working or business relationships, in accordance with legal stipulations, with persons with criminal convictions by a final court decision (according to Form No. 11 of this regulation); i) the documents for the founders 76 /shareholders/partners, when the founders77/shareholders/partners are natural persons:
• for natural persons: • extract from the Trade Register and a certificate of the taxation authorities affirming compliance with the fiscal duties; • 78 a statement containing the information about close personal, working or business relationships in accordance with legal 75 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 76 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 77 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 78 Added upon the Supervisory Council decision no. 47, dated 3.7.2019.

13 stipulations, with persons with criminal convictions by a final court decision (according to Form No. 11 of this regulation); • 79the borrower’s certificate or report from the credit registry or an equivalent document issued by the competent authorities of the foreign state, which has been issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania;

• for individuals: • identification document (name, surname, nationality, and citizenship), address of permanent residence and a signed CV (according to Form No 4 of this regulation); • list of businesses, where the founder80/shareholder/partner of the non￾bank financial institution 81 or microcredit financial institution has a qualifying holding, the extract from the Trade Register for each case, and data related to an insolvency and/or bankruptcy case; • 82a statement containing the information about close personal, working or business relationships in accordance with legal stipulations, with persons with criminal convictions by a final court decision (according to Form No. 11 of this regulation); • 83the borrower’s certificate or report from the credit registry or an equivalent document issued by the competent authorities of the foreign state, which has been issued no earlier than three (3) months from the date of the application submission to the Bank of Albania; j) 84 documents for the supervisory/administration board chairman, the administrator and the audit committee chairman, as stipulated in article 9/1 of this regulation; k) proposed business plan (according to Form No 9 of this regulation) containing the following: i. organisational structure of the company and hierarchy of responsibility/ies; ii. financial activities it proposes to carry out, market survey; competitors, market characteristics and its development tendencies; iii. repealed85; 79 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 80 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 81 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 82 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 83 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 84 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019, amended upon the Supervisory Council decision no. 42, dated 7.8.2024, and amended upon the Supervisory Council decision no. 10, dated 1.4.2026. 85 Repealed upon the Supervisory Council decision no. 60, dated 24.11.2021.

14 iv. 86identification of risks to which the entity expects to be exposed, including the money laundering and/or terrorism financing risk, including branches87; v. forecasted financial position of the institution for the first 3 (three) years of its activity following licensing, financial statements; vi. financial sources and asset structure for the first 3 (three) years of its activity following licensing; vii. underlying principles of the business plan; viii. information, according to Form No. 788 attached to and forming an integral part of this regulation, relating to the premises where 89the non-bank financial institution 90or the microcredit financial institution, shall carry out the activity/activities; ix. projections concerning with the implementation of the regulatory and supervisory framework (indicators of prudence, reports, etc.) for the first 3 (three) years of the activity. l) internal by-laws (internal regulations/instructions) acts approved by the decision-making bodies on:

• operational activity of the non-bank financial institution 91 or microcredit financial institution;

92 the internal audit system, by including effective administrative procedures of internal audit and, in particular, 93the procedures to be used by the entity94, on the compatibility with the legal and regulatory requirements on the prevention of money laundering and terrorism financing;

• transparency with clients (consumer protection);
• risk management;
• anti-money laundering and financing of terrorism, including a programme of measures conform to the relevant legislation in force;
• repealed95;
• organisation, functioning and administration of ITC systems, including the methodology for the protection/security of the information and client data;

3. Documents stipulated in paragraph 2 of this article shall be in the Albanian language, original or a notarised copy. When the documents are issued by the competent authorities of a foreign country, the documents shall also be legalized by the relevant authorities. 86 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 87 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 88 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 89 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 90 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 91 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 92 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 93 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 94 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 95 Repealed upon the Supervisory Council decision no. 60, dated 24.11.2021.

15 4. Documents are submitted to the Bank of Albania in a sealed envelope or sent via registered mail. 96Article 9 Criteria for the appointment/re-appointment of the members of the supervisory/administration board, administrators and members of the audit committee

1. The non-bank financial institution 97and microcredit financial institution 98shall set up the bodies provided for in article 134 of the law “On entrepreneurs and commercial companies" and, in accordance with the nature, size, complexity of the actitivity and the risk profile of the entity, may set up specialized committees in supervisory/administration board level, such as the audit committee, risk(s) committee, etc., which advise/assist the board on specific issues.
2. Members of the supervisory/administration board and the administrator of the non-bank financial institution 99and microcredit financial institution shall meet at least the following criteria: a) hold a degree from a university or at least has completed the second cycle studies in higher education institutions (in the case of Albanian citizens), as a rule, in law or economics; b) have a professional experience of not less than 5 (five) years, of which 3 years in the banking and/or financial sector or in any other related field considered as compatible by the Bank of Albania; c) have good ethical and professional reputation.
3. In addition to paragraph 2 of this article, the members of supervisory/ administration board and the administrator, shall meet at least the following criteria: a) have never caused or been responsible for the bankruptcy of an entity that carries out economic activity; b) are not under criminal investigation or found guilty by the court for committing a criminal offence; c) have not been subject of procedures declaring insolvency or bankruptcy and is relieved of outstanding liabilities; d) have not been penalized by the Bank of Albania in the past 5 (five) years for breaching the Law “On banks in the Republic of Albania”.
4. In addition to stipulations in letters “a” up to “d” of paragraph 3 of this article, the members of the audit committee, shall meet at least the following criteria: 96 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 97 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 98 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 99 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021.

16 a) hold a degree from a university, as a rule in economics; b) have good ethical and professional reputation; and c) have a professional experience of not less than 3 years in accounting, auditing or lending. 100Article 9/1 Documentation for the prior approval of the supervisory/administration board chairman, administrator and the audit committee chairman

1. The non-bank financial institution 101and the microcredit financial institution shall submit an application in written form to the Bank of Albania, for the approval of supervisory/administration board chairman, administrator and the audit committee chairman, accompanied by the following documentation: a) the competent authority decision, for the appointment of the person; b) the identification document of the person; c) the academic degree in accordance with the requirements in article 9 of this regulation and documents certifying other qualifications of the person; d) the signed Curriculum Vitae (in accordance with the Form no. 4 of this regulation); e) at least one reference/recommendation letter regarding the professional experience, issued by previous officers or employers; f) a detailed description of the job, about the position to be held by the proposed person; g) personal statement on the payment of all tax liabilities; h) personal statement, declaring he has never been responsible for the bankruptcy of any entity carrying out economic activity; i) a statement containing information about close personal, working or business relationships in accordance with legal stipulations, with persons with criminal convictions by a final court decision (according to Form No. 11 of this regulation); j) the following certificaticates issued by competent authorities, which certify that: i. the person is not under criminal investigation; ii. the person is not subject of any judgement for criminal offence committed; iii. the person has never been convicted for committing a criminal offence (by the Ministry of Justice); iv. the person is not under an obligatory execution procedure (by the Bailiff’s Office). The aforementioned documents in letter “j”, must be issued no earlier than 3 (three) months from the date of the application submission. 100 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 101 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021.

17 k) 102 the borrower’s certificate or report from the credit registry or an equivalent document issued by the competent authorities of the foreign state, which has been issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania. 2. In addition to the documentation stipulated in paragraph 1 of this article, where the proposed individual is a foreign citizen, he shall submit to the Bank of Albania the residence and work permit in accordance with the Law on foreigners. 2/1. 103The procedure of reviewing the documentation relating to the granting of the prior approval for the appointment of a foreign national as administrator shall take place in two phases, as follows: a) in the first phase, the Bank of Albania shall express its non‑objection to the appointment of the foreign national administrator where, following the review of the documentation submitted in accordance with the requirements of paragraph 1 of this article, it is satisfied that the criteria set out in this paragraph are fulfilled. b) in the second phase, the Bank of Albania shall grant prior approval for the appointment of the foreign national as administrator, following the completion of the documentation in accordance with paragraph 2 of this article. 3. The non-bank financial institution 104and the microcredit financial institution, at the event of the re-appointment of the chairman of the administration/supervisory board, the administrator and the chairman of audit committee, shall submit to the Bank of Albania, the application in written form, for the approval of this re-appointment. This application is accompanied by the following documentation: a) the re-appointment document, in accordance with paragraph 1, letter “a” of this article; b) the updated Curriculum Vitae, completed in accordance with the Form No.4 of this regulation; c) a detailed information/report for the assessment and contribution of the chairman of the administration/supervisory board, the administrator and the chairman of audit committee on the effective governance of the entity; d) other supplementary information that may be deemed as necessary. 4. The documentation set out 105according to paragraphs 1, 2 and 3 of this article, is submitted in Albanian language, in original form or a notarized copy. Where the documentation is issued by the relevant official competent authorities of the foreign countries, the documentation shall be legalized by the authorities in charge. 102 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 103 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 104 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 105 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026.

18 5. The documentation is submitted to the Bank of Albania in a closed envelope, or is sent by registered mail. 106Article 9/2 Documentation for the members of supervisory/administration board and of the audit committee The non-bank financial institution 107and the microcredit financial institution holds in separate folders, the documentation stipulated in article 9/1 of this regulation, for the members of the supervisory/administration board and of the audit committee, which are not subject to approval by the Bank of Albania. Article 10 Criteria for granting or refusing a license

1. The Bank of Albania shall decide to grant the license only after it is convinced that the 108entity complies with the requirements set out in this regulation, related to the following conditions: a) the founders109/the shareholders/partners/beneficiary owners of the entity have good reputation, legal sources of their contribution in capital, legal registered and regulated activities, the financial potential to contribute additional funds, when the capital falls below the required minimum threshold set by the Bank of Albania, or to provide necessary funds for the institution to continue its activities; b) qualifications, experience and reputation of the administrator as well as of the founders110/shareholders/partners with qualifying holding are suitable for the business plan111; c) operational and control structures, including 112the entity’s policies and procedures are consistent with the purpose and performance of 113its proposed activities; d) submitted business plan is realistic and competitive in the market and the expected financial position of 114the entity is satisfactory; e) 115internal policy and procedures on the prevention of money laundering and terrorism financing address the identified risks in the money laundering and terrorism financing risk management system framework. 106 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 107 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 108 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 109 Added upon the Supervisory Council decision no. 42, dated 7.8.2024 and amended upon the Supervisory Council decision no. 10, dated 1.4.2026. 110 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 111 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 112 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 113 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 114 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 115 Added upon the Supervisory Council decision no. 47, dated 3.7.2019.

19 1/1. 116 For the purposes of this regulation, a person of “good repute” is considered a shareholder/partner, benificiary owner, administrator and member of the governing body of the entity, who is characterized by professional ethics and moral and financial integrity, as well as by compliance with the legal and regulatory framework. A shareholder/partner, benificiary owner, administrator, or member of the governing body shall be considered to have good reputation if he/she meets the following criteria: a) is not under indictment in criminal proceedings; b) has not been convicted of a criminal offence; c) has no outstanding financial or tax liabilities; d) is not subject to compulsory execution procedures; and e) is not included in the international sanctions lists. 2. The Bank of Albania shall refuse to grant a license when the requirements set out in this regulation are not met, particularly in the following cases: a) requirements of paragraph 1 of this article are not met; b) at least one of the administrators or founders 117/shareholders/partners with qualifying holding has been subject of procedures declaring insolvency or bankruptcy; c) details on the identity of the founders 118 /shareholders/partners with qualifying holding 119and beneficiary owners have not been provided; d) it is proved that at least one of the founders 120/shareholders/partners121/beneficiary owners: i. is under criminal investigation or has been convicted by a final court decision for a serious criminal offence; ii. is under criminal investigation or has been convicted by a final court decision for a criminal offence related to money laundering or financing of terrorism; iii. is barred by a court decision from exercising the profession; iv. 122owns bearer shares or is a nominee shareholder (if applicable); v. 123has a complex ownership and control structure; vi. 124is a shell bank; vii. 125 represents high risk, based on the evaluations of the Bank of Albania; viii. 126lacks a good reputation; ix. 127has been part of the ownership structure of a financial institution whose licence has been revoked as a measure by the Bank of Albania or by another supervisory authority; 116 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 117 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 118 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 119 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 120 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 121 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 122 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 123 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 124 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 125 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 126 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 127 Added upon the Supervisory Council decision no. 10, dated 1.4.2026.

20 e) additional information requested by the Bank of Albania in accordance with paragraph 4 of article 11 of this regulation is not provided; f) the institution does not possess the minimum initial capital requested by the Bank of Albania for exercising financial activities. 2/1. 128The Bank of Albania shall refuse the granting of licence, in any case when it judges that the licencing of the entity would infringe the public interest. 3. To perform the evaluation set forth in this article, the Bank of Albania, in addition to reviewing the submitted documentation, 129shall cooperate with and request information from homologous supervisory authorities and institutions specialised in the fight against economic crime and organized crime and in anti-money laundering, 130the Financial Intelligence Agency, the Financial Supervision Authority, the Competition Authority, the General Directorate of Police, the Directorate of Taxes, etc. 3/1. 131The Bank of Albania, when assessing the fulfilment of the suitability and integrity criteria of the shareholders/partners, benificiary owners, the administrator, and members of the governing bodies of the entity, shall verify the sanctions lists issued by the United Nations (UN) and the European Union (EU), the United Nations (UN) press releases, as well as Integrated Lists of Announced Persons. 4. Within 15 (fifteen) business days from the date of taking the decision in accordance with paragraph 1 of this article, the Bank of Albania shall decide on granting the license to the institution. In case of rejecting the license, the Bank of Albania shall inform the institution, in writing, and describe the reasons for such rejection. Article 11 Licensing procedures and terms

1. The Bank of Albania shall review the documents submitted in accordance with the requirements set out this regulation.
2. The Bank of Albania shall grant or reject the license for a non-bank financial institution 132or a microcredit financial institution, within 3 (three)133 months from the date of receiving the application. The receiving date of the application shall be the date when the applicant has met all the requirements, in accordance with article 8 of this regulation. The Bank of Albania shall notify the applicant, in writing, of this date. 128 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 129 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 130 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 131 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 132 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 133 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021.

21 3. When the submitted documentation is incomplete and/or fails to meet the requirements specified in this regulation, the Bank of Albania shall notify the applicant, within 30 (thirty) business days, on the shortfalls or noncompliance with the provisions of this regulation, together with the request for additional information or documentation. 4. The Bank of Albania shall halt the consideration of the application, when data and/or required documents for licensing are completed by the institution within 6 (six) months from the submission of the initial application. In the case of halting consideration of the application, the Bank of Albania shall notify the institution in writing. 134The entity has the right to reapply for licensing by submitting the relevant documentation. 5. Following the submission of the complete documentation, in accordance with article 8, and the submission of additional information in accordance with paragraph 4 of this article, the Bank of Albania shall: a) consider and review the submitted documentation; b) assess 135the professional capacity and the integrity of the administrators; c) meet, when necessary, with the administrators of the non-bank financial institution 136or microcredit financial institution, to discuss the submitted business plan and other issues concerning the proposed activity. 6. The Bank of Albania may inspect the premises/offices, where the institution shall conduct its financial activity, to verify whether the technical and security conditions are met, in compliance with the by-laws issued by the Bank of Albania. 7. 137 The Bank of Albania, when deemed necessary, may request the submission of updated certificates on the judicial status, criminal investigation and the status of tax duties issued by the competent authorities, in case the validity period of the submitted documentation expires before the date of approval of the license. Article 12 Publication of decision on granting the license

1. The Bank of Albania shall publish the decision on granting the license to operate 138as non-bank financial institution or microcredit financial institution.
2. The decision shall be published in the Official Bulletin of the Bank of Albania.
3. Repealed139 . 134 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 135 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 136 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 137 Added upon the Supervisory Council decision no. 60, dated 24.11.2021. 138 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 139 Repealed upon the Supervisory Council decision no. 60, dated 24.11.2021.

22 Article 13 Applicable fees

1. The institution applying for a license to operate 140as a non-bank financial institution or a microcredit financial institution, shall pay an application processing fee, ALL 30.000, to the Bank of Albania, upon submission of the application and of the respective documentation.
2. The fee set out in this article shall not be reimbursed even when the Bank of Albania rejects the granting of the license. 141Article 14 Suspension and revocation of the licence
3. The Bank of Albania may suspend the licence of a non‑bank financial institution or a microcredit financial institution, when: a) it is so requested by the licensed non‑bank financial institution or microcredit financial institution itself; b) investigations are initiated or criminal proceedings are recorded against the shareholder/partner or the entity itself, in relation to criminal offences connected with the activity of the entity or other criminal offences, until a decision is taken not to initiate criminal proceedings, a decision is issued to dismiss the charges or the case, or a final court decision is rendered declaring the person innocent or guilty of the criminal offence for which he or she is accused; c) are noticed violations stipulated in article 35 of the regulation “On risk management in the activity of non‑bank financial institutions”.
4. The Bank of Albania shall revoke the licence of a non‑bank financial institution or a microcredit financial institution where: a) it is requested by the licensed non‑bank financial institution or microcredit financial institution itself; b) there is reliable evidence that the shareholders/partners/benificiary owners, the administrators, or the entity itself are involved in money laundering or financing of terrorism activities; c) the licence was acquired on the basis of false information, notwithstanding whether such information was given by or pertaining to the institution, including details on qualifications, experience, or reputation of the administrators and of the shareholders/partners with qualifying holding and the benificiary owners, or other substantial irregularities relative to the application for licensing; d) the institution does not comply with the conditions, upon which it was licensed; 140 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 141 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026.

23 e) the institution does not commence its activity within 6 (six) months from licensing or has suspended the activity for longer than 3 (three) months; f) the institution has ceased existing as a legal person; g) are noticed violations stipulated in article 35 of the regulation “On risk management in the activity of non‑bank financial institutions”. 3. The decision to revoke or suspend the license shall provide the relevant reasons and shall be immediately communicated in writing to the non‑bank financial institution or to the microcredit financial institution. 4. The suspension or revocation decision shall enter into force on the date set out by the Bank of Albania. 5. The institution against which the measure of suspension or revocation has been imposed, shall not carry out the activities provided for in its licence, following the entry into force of the Bank of Albania’s decision on the suspension of the licence (for the duration of the suspension) or on its revocation. 6. The institution against which the measure of licence revocation has been imposed by the Bank of Albania shall not be permitted to reapply for licensing. Article 15 Publication of decision on suspension or revocation of license

1. The Bank of Albania shall publish the decision for suspending or revoking the license to operate 142as non-bank financial institution or microcredit financial institution.
2. The decision shall be published in the Official Bulletin of the Bank of Albania. SUBCHAPTER I Article 16 Prior approval
3. Without the prior approval of the Bank of Albania, 143the non-bank financial institution or microcredit financial institution may not: a) carry out financial activities, which are not specified in the license; b) decrease the capital; 142 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 143 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021.

24 c) 144appoint/re-appoint one or more administrators, the chariman of the supervisory/administration board and the chairman of the audit committee; d) to change, through purchase, sale, or transfer, the qualifying holding (direct or indirect) 145 or the control of the institution; e) 146conduct the activity as an insurance agent. 1/1. 147Excluded from the application of letter “e” of paragraph 1 of this article, are microcredit financial institutions and non-bank financial institutions that purchase non-performing loans, which are not allowed to perform the activity as an insurance agent. 2. The Bank of Albania may grant or reject prior approval, as stipulated in paragraph 1 of this article, within 2 (two) months from the acceptable submission of the application, conform to the documentation set out in article 17 of this regulation. 3. 148Bank of Albania shall interrupt the procedures on the examination of the application for prior approval, as stipulated in paragraph 1 of this article, in case the required data and/or documentation are not completed by the entity within 6 (six) months after the date of the initial application. In case of interruption of procedures on the examination of the application for prior approval, as set out in paragraph 1 of this article, the Bank of Albania shall inform the entity, in writing. 149The entity shall be entitled to request the reopening of the reviewing procedure for the application of prior approval, by submitting the relevant documentation. Article 17 Prior approval documents

1. To obtain the prior approval stipulated in points 150“b”, “c”, “d” and “e” of article 16 of this regulation, 151 the non-bank financial institution or microcredit financial institution shall submit a written application to the Bank of Albania, supported with the following documents: a) to decrease capital: i.decision of the Assembly to decrease capital; ii.supporting report with the reasons for this change. 144 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 145 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026. 146 Added upon the Supervisory Council decision no. 47, dated 30.03.2016. 147 Added upon the Supervisory Council decision no. 51, dated 7.12.2022. 148 Added upon the Supervisory Council decision no. 47, dated 30.03.2016. 149 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 150 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 151 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021.

25 b) 152 to appoint/re-appoint the administrator(s), the chairman of the supervisory/administration board and the chairman of the audit committee: i. decision of the decision-making body for the appointment/re￾appointment; ii. documents in accordance with article 9/1 of this regulation. c) 153for the change, through purchase, sale, or transfer, of a qualifying holding (direct or indirect) or of the control of the entity: • in cases of a direct qualifying holding: i. the decision of the assembly approving such change; ii. the documentation required under article 8, paragraph 2, letters “f”, “g”, “h” and “i” of this regulation; iii. copies of the executed agreement for the change of the qualifying holding or control of the entity; iv. the business plan in accordance with the requirements of article 8, paragraph 2, letter “k” of this regulation, where the transfer of the qualifying holding exceeds the level of 50 per cent of the entity’s capital or voting rights, in cases where possible changes to the business model have occurred or are expected to occur; v. in cases where, as a result of the change in the qualifying holding, a new shareholder/partner is included in the capital of the entity, the latter shall submit a notarized declaration undertaking to safeguard the interests of the entity’s clients; • in cases of an indirect qualifying holding: i. the decision of the assembly approving such change; ii. the documentation required under article 8, paragraph 2, letters “f”, “g”, “h” and “i” of this regulation; iii. copies of the executed agreement for the change of the qualifying holding or control of the entity; d) 154on conducting the activity as insurance agent: i. decision by the decision-making body of the company to carry out the activity; ii. extract of the Trade Register issued by the 155National Business Centre, determining the requested activity; and iii. the business plan for the next three years of the activity. 2. The Bank of Albania may request, when necessary other documents in addition to those stipulated in this article. 152 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 153 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026. 154 Added upon the Supervisory Council decision no. 47, dated 30.03.2016. 155 Amended upon the Supervisory Council decision no. 42, dated 7.8.2024.

26 3. To perform the evaluation set forth in this article, the Bank of Albania, in addition to reviewing the submitted documentation, 156shall cooperate with and request information from homologous supervisory authorities and institutions specialised in the fight against economic crime and organized crime and in anti-money laundering, 157the Financial Intelligence Agency, the Financial Supervision Authority, the Competition Authority, the General Directorate of Police, the Directorate of Taxes, etc. 4. 158The Bank of Albania, throughout the assessment in accordance with letter “c” of paragraph 1 of this article, complies also with the stipulations of paragraph 7/1 of article 6 of this regulation. 5. 159The Bank of Albania shall approve or refuse the change of the entity’s qualifying holding no later than 3 (three) months from the date on which the documentation referred to in letter “c” of paragraph 1 of this article has been submitted as complete. SUBCHAPTER II Article 18 Additional activities During its activity, a non-bank financial institution may ask the Bank of Albania to licence the institution to conduct other financial activities, not envisaged in the original license, complying with requirements set out in article 6 and article 19 of this regulation. Article 19 Approval of additional activities

1. The application for additional activities is submitted in writing by the administrator of the institution, or an authorized person and is supported by the following documents: a) decision by the decision-making body of the institution on carrying out the additional activity/ies; b) extract from the Trade Register, issued by the 160 National Business Centre, setting out the additional activity/ies of the institution; 156 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 157 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 158 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 159 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 160 Amended upon the Supervisory Council decision no. 42, dated 7.8.2024.

27 c) document certifying the increased minimum initial capital, if the calculated capital does not comply with the capital requirement for the activity this institution applies to carry out according to article 6 of this regulation; d) information on compliance with technical and security conditions, 161in accordance with the regulation “On the minimum security requirements regarding premises where banking and financial activities are conducted and on transportation of monetary values” for the additional activities, when they carried out through teller windows; e) applicable regulations and/or manuals to carry out the additional activity; f) three-year projections of financial indicators relating to the additional activity/ies and their impact on the general financial position of the institution. 2. Documents stipulated in paragraph 1 of this article shall be submitted in the Albanian language, in original or a notarised copy. When the documentation is issued by competent authorities of a foreign country, the documents shall also be legalized by the relevant authorities. 3. Documents shall be submitted to the Bank of Albania in a sealed envelope or sent via registered mail. Article 20 Review of application for additional activities

1. The Bank of Albania shall review the application for compliance with the capital requirement and the documents required to carry out additional financial activities, set out in articles 6 and 19 of this regulation.
2. Within 2 (two) months following the submission of the complete documentation, the Bank of Albania shall approve the additional activities, when it finds that such activities do not pose a risk to financial stability of the non-bank financial institution and that the administrative and technical requirements are met.
3. When the application is rejected, the Bank of Albania shall give, in writing, the reasons for rejection. 161 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019.

28 SUBCHAPTER III Article 21 Obligation to notify

1. 162The non-bank financial institution or microcredit financial institution shall immediately notify the Bank of Albania when: a. risk positions reach the maximum allowed exposure limits, as defined in the by-laws of the Bank of Albania; b. there are justifiable causes for abating or suspending a licensed financial activity; c. there is a cause for revoking the license; d. the microcredit financial institution fails to meet at least one of the characteristics defined in article 4, paragraph 2 163 , point “b” of this regulation.
2. 164The non-bank financial institution or microcredit financial institution shall immediately notify the Bank of Albania, within 30 (thirty) days on the following: a) change of the name; b) change of the statute; c) increase of capital; d) changes to the structure of the shareholders’ capital, which are not subject of prior approval according to this regulation; e) changes to the organisational structure; f) opening or closure of branches or changes of their address; g) 165change of the head quarter and its address; h) departure of administrators, 166chairman of the supervisory/administration board and chairman of the audit committee; i) repealed167; j) other changes that is required to be registered in the Trade Register; and k) all additional products in the list, the financial transactions and electronic communication means, which take place after the commencement of the activity, supported by the following documents: a. procedures and technical data for electronic financial transactions and internal audit programme for that purpose; b. 168the agreement signed with the company, on the realisation of the informatics support of the entity's activity, when applicable; c. list clarifying the financial transactions that the institution shall carry out together with the communication channels that will be employed. 162 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 163 Amended upon the Supervisory Council decision no. 42, dated 7.8.2024. 164 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 165 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 166 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 167 Repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 168 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016.

29 3. 169The non-bank financial institution or the microcredit financial institution, in the case of the increase of capital, shall submit to the Bank of Albania the following documentation: a) the decision of the shareholders/partners assembly for the increase of the capital; b) an accompanying report on capital increase; c) the notarized declaration relating to the creation source of the capital, accompanied by the justifying documentation, in accordance with the stipulation set out in letter “g”, paragraph 2 of article 8 of this regulation. 4. 170The non-bank financial institution or the microcredit financial institution, in the case of the changes in the capital’s structure, shall submit to the Bank of Albania the following documentation: a) the act for the respective legal action, that following shall bring about the changes in the capital structure; b) the decision of the steering body of the entity on granting the approval for the transfer of the shares’/quotas’ ownership (if applicable); c) the accompanying report for the changes in the capital structure; d) notarized declaration of the beneficiary shareholders/partners relating to the creation source of the capital, accompanied by the justifying documentation 171in accordance with the stipulation set out in article 8, paragraph 2, letter “g”, subparagraph “ii” of this regulation; e) certifications on beneficiary shareholders/partners, issued by competent authorities in accordance with the relevant jurisdiction, that: i. the person is not under a criminal investigation (where applicable); ii. the person is not subject of any judgment for criminal offence committed (where applicable); iii. the person has not been convicted for committing criminal offence (where applicable); iv. the person is not under an mandatory execution process for outstanding liabilities; v. the person is not subject of any insolvency, bankruptcy or liquidation procedures, etc. (where applicable). The aforementioned certificates must be issued no earlier than 3 (three) months from the date of the notification submission to the Bank of Albania. f) a statement of the beneficiary shareholder/partner, containing information about close personal, working or business relationship, in accordance with legal stipulations, with persons with criminal convictions by a final court decision (according to form no. 11 of this regulation). 169 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 170 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 171 Amended upon the Supervisory Council decision no. 10, dated 1.4.2026.

30 4/1. 172The Bank of Albania shall interrupt the review and assessment of the documentation submitted for the notifications provided for under this article, if the required data and/or documentation are not completed by the entity within 6 (six) months after the date of the submission of such notification. In the event of interruption of the review procedure, the Bank of Albania shall notify the entity in writing. The entity shall be entitled to request the reopening of the review procedure for the notification by submitting the relevant documentation. 5. 173The Bank of Albania may require, on a case-by-case basis, additional documents or information, if deeming necessary, in addition to that stipulated in this article. 174SUBCHAPTER IV 175Article 21/1 Revocation of the licence and liquidation of non-bank financial institution

1. The Bank of Albania, in case of revocation of the licence of the non-bank financial institution according to the provisions of this regulation, shall immediately begin the liquidation process of the credit portfolio created by the financial activity pursuant to the licence.
2. The liquidation process referred to in paragraph 1 of this article, shall not be applied in cases where the revocation of the licence is required by the non￾bank financial institution and it does not have a credit portfolio on its balance sheet, or because it has not carried out the activity for which it is licensed, or its activity is to such an extent, according to the definitions of the Bank of Albania, that does not pose any risk to the borrowers' rights.
3. The Bank of Albania, in the case of the existence of cases of dissolution of the company in accordance with the provisions of the Law 9901 dated 14.04.2008 “On entrepreneurs and commercial companies”, it may address to the court to decide the dissolution of the company and then may request the appointment of liquidators, if the conditions of article 191 of this law are met. 176Article 21/2 Liquidation and appointment of the liquidator
4. The Bank of Albania, after the revocation of the license of the non-bank financial institutions, shall begin the liquidation process in accordance with 172 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 173 Added upon the Supervisory Council decision no. 42, dated 7.8.2024. 174 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 175 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 176 Added upon the Supervisory Council decision no. 33, dated 5.6.2024.

31 the terms set out in this regulation, regardless whether the entity is in a state of solvency. 2. The Bank of Albania shall cooperate with the Ministry of Justice for appointing the liquidator from the list of bankruptcy administrators or other persons who meet the criteria set out in articles 112 and 113 of the Law "On banks in the Republic of Albania”. 3. The Bank of Albania has the right to dismiss the liquidator or liquidators, in case of failure to meet their duties. 4. The notification for placement into liquidation of the credit portfolio of the non￾bank financial institution whose license has been revoked, shall be published in the Official Journal of the Republic of Albania, Official Bulletin of the Bank of Albania, and on the official website of the Bank of Albania. 177Article 21/3 Working Group

1. The governor shall order the establishment of the working group.
2. The Supervision Department and the working group have as main duty to support the liquidator in the liquidation process, by preparing the initial package of information for the liquidator with the information available from the entity's reports to the Bank of Albania, in order to know the financial situation of the entity placed into liquidation. 178Article 21/4 Collaboration of liquidator with the Bank of Albania
3. The liquidator shall report to the Bank of Albania on the progress of the liquidation process on a periodic basis, at least once a month and as often as required by the Bank of Albania.
4. The liquidator shall carry out or authorize the updates of borrowers of the non￾bank financial institution in the Credit Registry.
5. The liquidator's salary and expenses for carrying out his functions shall be borne by the subject whose license has been revoked. 177 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 178 Added upon the Supervisory Council decision no. 33, dated 5.6.2024.

32 179Article 21/5 Effects of beginning of the liquidation

1. The liquidator has the right to manage the credit portfolio of the non-bank financial institution, after the revocation of the licence and upon the beginning of the liquidation. In case of a sale of the portfolio, the sale shall take place through auction.
2. The liquidator shall take all measures for the liquidation of the credit portfolio of the non-bank financial institution, including the preservation of evidence (electronically or held in other formats). 180Article 21/6 Duties and powers of the liquidator The liquidator shall exercise the powers laid down in the Law "On banks in the Republic of Albania", as long as it is appropriate for the liquidation of the credit portfolio of non-bank financial institutions. 181Article 21/7 Liquidation plan
3. The liquidation of credit portfolio created pursuant to the licence granted by the Bank of Albania shall take place in compliance with the liquidation plan.
4. The liquidation plan shall be drafted taking into account the protection of consumer's rights pursuant to the legislation in force.
5. The liquidator shall prepare the liquidation plan within the term defined by the Bank of Albania.
6. The liquidation plan shall be submitted for approval at the Bank of Albania. The Supervision Department may submit comments and remarks on the liquidation plan within 10 days from the date of its submission at the Bank of Albania. 182Article 21/8 Conclusion of liquidation
7. The liquidator, after the liquidation of credit portfolio, shall inform the Bank of Albania on the conclusion of liquidation. 179 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 180 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 181 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 182 Added upon the Supervisory Council decision no. 33, dated 5.6.2024.

33 2. The reports prepared by the liquidator shall be submitted at the Bank of Albania. 183Article 21/9 Reporting to the Credit Registry The liquidator shall report to the Credit Registry all the financial loans, depending on the documentation found and the progress of the liquidation process. CHAPTER III184 APPROVAL OF AGENT Article 22185 Repealed Article 23186 Repealed Article 24187 Repealed Article 25188 Repealed CHAPTER V LEGAL STATUS REORGANISATION SUBCHAPTER I MERGER Article 26 Documents for merger by absorption

1. The entity (189the non-bank financial institution or the micro-credit financial institution)190 may not be reorganised through a merger by absorption, without prior approval by the Bank of Albania. 183 Added upon the Supervisory Council decision no. 33, dated 5.6.2024. 184 Repealed upon the Supervisory Council decision no. 47, dated 30.03.2016. 185 Repealed upon the Supervisory Council decision no. 47, dated 30.03.2016. 186 Repealed upon the Supervisory Council decision no. 47, dated 30.03.2016. 187 Repealed upon the Supervisory Council decision no. 47, dated 30.03.2016. 188 Repealed upon the Supervisory Council decision no. 47, dated 30.03.2016. 189 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 190 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019.

34 2. The application shall be submitted, in writing, by the absorbing 191entity and is supported by the following documents: a) decision of the shareholders/partners assembly of each 192entity involved in the transaction, approving the reorganisation through a merger by absorption; b) agreement/draft and detailed report on the transaction of the merger by absorption, signed by the legal representatives of the 193 entity participating in the merger. The agreement and the report are drafted in writing and conform to the stipulations of the Law “On entrepreneurs and commercial companies” and relevant applicable legislation; c) draft statute of the 194entity, after the finalisation of the transaction for the merger by absorption; d) strategic and operational plans for the realisation of the absorption, which set out the needs assessment for the absorption and envisage financial reports for the absorbing 195 entity, prepared in line with article 8, paragraph 2, point “k” of this regulation; e) when the organisational structure of the absorbing 196entity changes, the new organisational structure with detailed descriptions of duties and responsibilities of persons with special responsibilities and rights, as well as the potential number of employees; f) when changes have occurred as regards 197 the administrators, the chairman of the supervisory/administration board and the chairman of the audit committee of the absorbing entity, the relevant documents shall be submitted conform to 198the requirements set out in this regulation; g) the new structure of shareholders of the absorbing 199entity, including direct and indirect shareholders; h) balance sheet of the absorbing 200entity and detailed data on own funds, prepared on consolidated basis and certified by a chartered accountant; i) 201a description on the adequacy of risk management system, including the money laundering and terrorism financing risk of the absorbing entity, taking into consideration also dhe potential risks that might arise throughout the merger by absorption process, and a description on how the risk management systems shall be integrated within a reasonable time frame. 191 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 192 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 193 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 194 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 195 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 196 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 197 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 198 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 199 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 200 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 201 Added upon the Supervisory Council decision no. 47, dated 3.7.2019.

35 Article 27 Documents for merger by creation

1. The entity (202the non-bank financial institution or the micro-credit financial institution)203 may not be reorganised through a merger by creation, without prior approval by the Bank of Albania.
2. The application shall be submitted, in writing, by the existing 204 entity and supported by the following documents: a) decision of the shareholders/partners Assembly of each 205entity, involved in the transaction, approving the reorganisation through a merger by creation; b) agreement/draft and detailed report on the transaction of the merger, signed by the legal representatives of the 206entities that are merged, shall conform to the stipulations of the Law “On entrepreneurs and commercial companies” and relevant applicable legislation; c) independent reports by licensed experts in various fields to evaluate the terms of the merger draft agreement; d) balance sheet of the new 207 entity and detailed data on shareholder's own capital, prepared on consolidated basis and certified by a chartered accountant; e) 208a description on the adequacy of risk management system of the new entity, including the money laundering and terrorism financing risk, taking into consideration also dhe potential risks that might arise throughout the merger by creation process, and a description on how the risk management systems shall be integrated within a reasonable time frame. SUBCHAPTER II DIVISION Article 28 Documents for division by creation
3. The entity (209the non-bank financial institution or the micro-credit financial institution) 210 may not be reorganised through a division by creation, without prior approval by the Bank of Albania. 202 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 203 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 204 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 205 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 206 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 207 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 208 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 209 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021 210 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019.

36 2. The application shall be submitted, in writing, by the 211entity, subject to division and is supported by the following documents: a) decision of the shareholders/partners assembly of the 212entity, subject to division, approving the reorganisation through a division by creation; b) agreement/draft and detailed report on the transaction of the division, signed by the legal representatives of the 213 entities involved in this transaction, drafted conform to the stipulations of the Law “On entrepreneurs and commercial companies” and relevant applicable legislation; c) balance sheets of the new receiving 214entities with detailed data on their capital; d) when the capital of an 215entity, subject to division does not comply with the required minimum initial capital for receiving 216entity, resulting from the division, additional funds shall be deposited as necessary to a bank account; e) 217 a description on the adequacy of risk management system of the receiving entities, including the money laundering and terrorism financing risk, taking into consideration also the potential risks that might arise throughout the separation by creation process. Article 29 Documents for division by absorption

1. The entity (218the non-bank financial institution or the micro-credit financial institution) 219 may not be reorganised through a division by absorption, without prior approval by the Bank of Albania.
2. The application shall be submitted, in writing, by the 220entity, subject to division, and is supported by the following documents: a) decision of the shareholders/partners assembly of each 221 entity involved in the transaction, approving the reorganisation through a division by absorption; b) agreement/draft and detailed report on the transaction of the division, signed by the legal representatives of the 222 entity involved in this transaction, which shall be drafted conform to the stipulations of the Law “On entrepreneurs and commercial companies” and relevant applicable legislation; 211 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 212 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 213 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 214 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 215 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 216 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 217 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 218 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 219 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 220 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 221 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 222 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019.

37 c) strategic and operational plan for realising the division, which includes the division needs assessment and financial report projections, 223prepared for the entity that is subject to division and the receiving entity; d) the new organisational structure of the receiving 224 entities with detailed descriptions of duties and responsibilities of persons with special responsibilities and rights, as well as the potential number of employees; e) balance sheets of the 225entity that is subject to division with detailed data on own funds. The balance sheets shall be prepared on consolidated basis and certified by a chartered accountant; f) 226the new structure of shareholders/partners of the receiving entities, including the direct and indirect shareholders/partners, if after the division there are changes in the structure of the shareholders/partners of the entities; g) data set out in article 8, paragraph 2, letter “k” of this regulation on the business plan for the receiving 227entities; h) 228a description on the adequacy of risk management system of the receiving entities, including the money laundering and terrorism financing risk, taking into consideration also dhe potential risks that might arise throughout the separation by absorption process. Article 30 Common provisions on mergers and divisions

1. When the merger or division leads to the establishment of at least one new entity229, this institution shall be subject to all rules set out in this regulation for being licensed as a new 230non-bank financial institution or microcredit financial institution.
2. After receiving the application to approve the merger/division, the Bank of Albania shall publish the notification on the official website of the Bank of Albania, with regard to the application submitted by the 231entity.
3. In addition to the documents specified in this regulation and given the specifics of this process, the Bank of Albania may request, as the case may be, additional information it deems as necessary to make a decision. 223 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 224 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 225 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 226 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 227 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 228 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 229 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 230 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 231 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019.

38 4. After reviewing and verifying the submitted documents, the Bank of Albania shall make a decision on approving or rejecting the reorganisation of the 232entity ( 233the non-bank financial institution or the micro-credit financial institution). 5. The Bank of Albania shall approve those mergers/divisions, which, in addition to stipulations of this regulation, do not infringe legal obligations on competition in the financial market and do not imperil the position of creditors. 6. The maximum timeframe for the review of documents and approval or rejection of the merger/division shall be 3 (three) months from the submission of the complete documents, conform to the requirements of this regulation. 7. In the case of a merger by absorption, the absorbing 234entity continues to exercise only the financial activity for which it was originally licensed. 8. In the case of a division by absorption, the receiving 235entities continue to exercise only the financial activities for which they were originally licensed. 9. In special cases of merger by absorption, envisaged in article 225 of Law No. 9901, dated 14.04.2008 “On entrepreneurs and commercial companies”, the required documents for the approval of the reorganisation shall comply with the stipulations of this article. Article 30/1236 Re-assessment process

1. Subjects of this regulation shall conduct the re-assessment of the suitability of the shareholders/partners, members of the supervisory/administration board, administrators and members of the audit committee, at least once a year, as well as when deemed necessary, based on specific circumstances or facts.
2. Subjects of this regulation, through the re-assessment process of the suitability of the shareholders/partners, members of the supervisory/administration board, administrators and members of the audit committee, shall ensure the ongoing fulfillment of the criteria laid down in this regulation, and shall report to the Bank of Albania, the results of the re￾assessment process, annually, within the first quarter of the following year.
3. Subjects of this regulation shall document the re-assessment process of the suitability of the shareholders/partners, members of the supervisory/administration board, administrators and members of the audit 232 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 233 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 234 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 235 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 236 Added upon the Supervisory Council decision no. 47, dated 3.7.2019.

39 committee, and shall predict the obligation for all these persons, who must notify the entity of any circumstance or fact that has a significant impact on their suitability or confirm, at least once a year, that the criteria set out in this regulation continue to be met. 4. Where the subjects of this regulation conclude that the terms are not met by shareholders/partners, 237 beneficiary owners, members of the supervisory/administration board, administrators and members of the audit committee, they shall promptly inform the Bank of Albania, no later than within 5 business days from its conclusion. 5. Following the notification in accordance with paragraph 4 of this article, as well as where it concludes this fact while conducting its oversight process, the Bank of Albania shall: a) take measures for the entity in accordance with article 14 of this regulation; and b) require the dismissal of the members of the supervisory/administration board, administrators or members of the audit committee. CHAPTER V FINAL PROVISIONS Article 31238 Other provisions

1. The non-bank financial institutions, in the event of meeting the characteristics of a micro-credit institution239 laid down in this regulation, may apply to be licenced as micro-credit financial institutions 240 , in compliance with the requirements laid down in article 18 of this regulation. The Bank of Albania, in the event of granting the license to the entity to operate as micro-credit financial institution 241 , shall simultaneously revoke the existing license as non-bank financial institution.
2. The micro-credit financial institution242 shall have the right to apply for the license as non-bank financial institution, if applying to carry out other financial activities in compliance with the requirements laid down in article 18 of this regulation. The Bank of Albania, in the event of licensing the company as non-bank financial institution, shall simultaneously revoke the existing license as micro-credit financial institution243 . 237 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 238 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 239 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 240 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 241 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 242 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 243 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021.

40 244Article 31/1 Obligation to maintain professional secrecy

1. The administrators and employees of the entity, judicial authorities, as well as inspectors or other officials of the Bank of Albania or of the relevant foreign supervisory authorities shall maintain professional secrecy with respect to any information obtained in the course of exercising their activities within the entity and shall not use such information for personal gain or for the benefit of third parties outside the entity for which they serve or have served.
2. The information described in paragraph 1 of this article may be disclosed only to the Bank of Albania, the entity’s authorised chartered accountant, the administrators, the officials of any information system or official service provided for in article 23 of the law “On the Bank of Albania”, to judicial authorities that acquire such right by law, as well as where required for the protection of the entity’s interests in legal proceedings. Article 32 Transitory provisions
3. Repealed245 .
4. Repealed246 .
5. Repealed247 .
6. 248The non-bank financial institutions and microcredit financial institutions, with the exception of entities that carry out only the financial activities of factoring and/or financial leasing, licensed as limited liability companies (sh.p.k) by the Bank of Albania before September 1, 2024, shall take the necessary measures to fulfill the request regarding the legal form, in accordance with the requirements of article 6/1 of this regulation, and the establishment of the bodies according to the provisions of the law “On entrepreneurs and commercial companies”, as well as notify the Bank of Albania, within March 31, 2025. These entities in addition shall submit to the Bank of Albania, the documentation provided for in article 9/1 and ensure the fulfillment of the requirements of article 9/2 of this regulation, within December 31, 2025. 244 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 245 Repealed upon the Supervisory Council decision no. 42, dated 7.8.2024. 246 Repealed upon the Supervisory Council decision no. 42, dated 7.8.2024. 247 Added upon the Supervisory Council decision no. 121, dated 09.11.2016 and repealed upon the Supervisory Council decision no. 60, dated 24.11.2021. 248 Added upon the Supervisory Council decision no. 42, dated 7.8.2024.

41 5. 249The non-bank financial institutions and microcredit financial institutions licensed by the Bank of Albania before September 1, 2024, shall take the necessary measures to fulfill the request regarding the creation of particular areas and conditions, necessary for the storage and archiving of the documentation related to the financial activity, in accordance with the requirements of the paragraph 5 of the Form no. 7 of this regulation, as well as notify the Bank of Albania, within March 31, 2025. Article 33 Final provisions The forms attached herein shall be an integral part of this regulation. CHAIRMAN OF THE SUPERVISORY COUNCIL ARDIAN FULLANI 249 Added upon the Supervisory Council decision no. 42, dated 7.8.2024.

42 APPLICATION250 TO THE BANK OF ALBANIA for licencing as a non-bank financial institution/microcredit financial institution251 Name of institution:

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Address of proposed location: ________________________, Albania (City) (District) We hereby submit this application to the Bank of Albania, providing information in line with its requirements for granting a license to carry out activities as a non￾bank financial institution/microcredit financial institution252 . We commit to comply with the Law “On banks in the Republic of Albania” and other pertinent Albanian legislation throughout the activity we apply to exercise. Applicants

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Note: The application with the documents and forms required in accordance with this regulation shall be submitted to the following address: Supervision Department Bank of Albania Sheshi “Skënderbej”, Nr.1 Tirana, ALBANIA 250 Amended upon the Supervisory Council decision no. 47, dated 30.03.2016. 251 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 252 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021.

43 FORM NO 1 DECISION

(DECISION-MAKING BODY) FOR APPOINTING REPRESENTATIVES _______________________ hereby certifies that, to our knowledge and belief, (the decision-making body) the information set out herein is full, true and correct. In addition, _______________________ appoints and assigns as representative/s: (the decision-making body)

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(First Name) (Fathers Name) (Last Name) Address:

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(Street, No) (City) (Country)

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(Telephone number) (Fax/telex number) The aforementioned representative is authorized to represent and be present and sign before the Bank of Albania, except when the Bank of Albania requests personal actions from the members of _____________________________(the decision-making body) This person is authorized to perform any action, as needed, as completely as possible and meet all the objectives and goals in the same capacity as the authoriser would have done if he received/submitted and performed personally all the correspondence and documents to the Bank of Albania. Date _____________, (First name and Last name) (Signature)

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Note: This form shall be certified by a public notary.

44 FORM NO 2 (Repealed)253 FORM NO 3 (Repealed)254 253 Repealed upon the Supervisory Council decision no. 47, dated 30.03.2016. 254 Repealed upon the Supervisory Council decision no. 47, dated 30.03.2016.

45 FORM NO 4 CURRICULUM VITAE (of the proposed administrator, individual partner/ shareholder, member of the supervisory/administration board, member of the audit committee) 255 First name and last name: Address Date of Birth Place of Birth Citizenship Telephone number (work) Telephone number (mobile) E-mail EDUCATION (Starting with the most recent, list all the education institutions you have attended, duration of studies, graduation date, academic title/degree awarded)

1. Name of institution and address Dates Title of qualification awarded
2. Name of institution and address Dates Title of qualification awarded 255 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019.

46 FOREIGN LANGUAGES (list the foreign languages and your skills and competences, from 5 to 1 (5 = very good, 4 = good , 3 = average etc.) ADVANCED TRAINING (Starting with the most recent, list all the training courses you have attended, dates, subjects, organisers) PARTICIPATION IN STEERING BODIES/PROFESSIONAL ASSOCIATIONS (List the associations you presently are or have been a member of the steering body, dates, etc.) WORK EXPERIENCE (Starting with the most recent, list your employment records, title and position, dates, main activities and responsibilities for each position)

1. Name and address of employer Dates (month/year - month/year) Type of employment a. employed !! b. self-employed !! c. unemployed !! d. student (full-time) !! Position Responsibilities (detailed) Reason/s for leaving a) Resigned !! b) Downsizing !! c) Retired !! d) End of contract !! e) Dismissed !! f) Other !! Specify
2. Name and address of employer

47 Dates (month/year - month/year) Type of employment a. employed !! b. self-employed !! c. unemployed !! d. student (full-time) !! Position Responsibilities (detailed) Reason/s for leaving a) Resigned !! b) Downsizing !! c) Retired !! d) End of contract !! e) Dismissed !! f) Other !! Specify 3. Name and address of employer Dates (month/year - month/year) Type of employment a. employed !! b. self-employed !! c. unemployed !! d. student (full-time) !! Position Responsibilities (detailed) Reason/s for leaving a) Resigned !! b) Downsizing !! c) Retired !! d) End of contract !! e) Dismissed !! f) Other !! Specify 4. Name and address of employer

48 Dates (month/year - month/year) Type of employment a. employed !! b. self-employed !! c. unemployed !! d. student (full-time) !! Position Responsibilities (detailed) Reason/s for leaving g) Resigned !! h) Downsizing !! i) Retired !! j) End of contract !! k) Dismissed !! l) Other !! Specify First name and last name (Signature) Date

49 FORM NO 5 DECLARATION I hereby certify that the information provided herein is to the best of my knowledge true and correct. The information reflects all the assets and liabilities and does not hide any facts. I affirm that the information is provided by me, on voluntary basis, to the Bank of Albania. Erroneous information or omissions in this report may constitute grounds for the Bank of Albania to reject the request. In case additional or more detailed financial information is required, I shall provide it as requested from the Bank of Albania.

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(Date) (Signed full name) If applicable:

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(Signature of the compiler) Signed on this date __________ of _________, 20.

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(Signature of the public notary) Note: To be completed by each of the founders256/shareholders/partners. 256 Added upon the Supervisory Council decision no. 42, dated 7.8.2024.

50 FORM NO 6 AUTHORISATION TO GIVE CONFIDENTIAL INFORMATION (Both authorisation forms to be completed in original!) I __________________________ hereby authorise and request every person, company, official, legal body, association or institution having control of any documents, records and other information about me, to make available the original or a copy of such documents to the Bank of Albania, its Supervision Department or their authorised person.

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Name (in print)

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Full address

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Date (date/month/year) Signature Signed in my presence date__, 20____ THE VALIDITY OF THIS DOCUMENT HAS NOT A SPECIFIC DATE257_______________________________ (Signature of the public notary) _ I __________________________ hereby authorise and request every person, company, official, legal body, association or institution having control of any documents, records and other information about me, to make available the original or a copy of such documents to the Bank of Albania, its Supervision Department or their authorised person.

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Name (in print)

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Full address

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Date (date/month/year) Signature Signed in my presence date__, 20____ THE VALIDITY OF THIS DOCUMENT HAS NOT A SPECIFIC DATE258_______________________________ (Signature of the public notary) Note: To be completed by each of the founders259/shareholders/partners. 257 Ammended upon the Supervisory Council decision no. 42, dated 7.8.2024. 258 Ammended upon the Supervisory Council decision no. 42, dated 7.8.2024. 259 Added upon the Supervisory Council decision no. 42, dated 7.8.2024.

51 FORM NO 7 PREMISES AND LOCATION OF THE ENTITY 260

1. Capital proposed to be invested in fixed assets, type of ownership: • Permanent premises261, rented. • Permanent premises262 , owned property. • Temporary premises263 .
2. Description of premises: a) Rented premises : i. estimated annual cost 264of the rent for the entity; ii. description of the renovations and expected improvements to the building. b) Owned premises: i. name and address of vendor, date of construction finalisation, cost of premises (object) purchase; ii. cost and description of the necessary restorations, renovations and alteraltions to the building and the surrounding environment. c) Temporary premises265: i. location of temporary premises; ii. details of temporary premises, including their dimensions, type of the construction, key facilities to be installed in the building; iii. If the temporary premises are to be purchased, the estimated cost, approximate reselling value, a copy of the standard form of the purchasing agreement; iv. If the temporary premises shall be rented, the estimated monthly rent price.
3. Proposed investment in furniture, equipment and description of items.
4. Investment proposed to meet the minimum technical and security requirements for exercising the activity.
5. 266 Information on particular space/areas needed, as well as appropriate conditions for the evidence, maintainance, storage and archiving of the documentation related to financial activity. 260 Note: As much information as possible shall be provided at the submission of application. The rest of the information shall be submitted to the Bank of Albania before being granted the final licence. 261 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 262 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 263 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 264 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 265 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 266 Added upon the Supervisory Council decision no. 42, dated 7.8.2024.

52 FORM NO 8 (Repealed)267 267 Repealed upon the Supervisory Council decision no. 47, dated 30.03.2016.

53 FORM NO 9 PROPOSED BUSINESS PLAN The business plan shall set out the scope, objectives and business philosophy of the institution. The Bank of Albania shall review, throughout the first year of the activity, the proposed business plan, as of approval, to adjudicate whether the operations of the non￾bank financial institution 268or microcredit financial institution comply with the initial business plan, particularly relating to the increase of assets and liabilities. Any significant change of the initial plan may lead to a reason for revoking the license. Therefore, the business plan should be carefully drafted. The business plan shall:

1. set out the organisational structure of the company.
2. describe the policies for the activities it applies to carry out, objectives and market position.
3. describe the activities, market segment (customer base), products and services it proposes to supply during the first 3 (three) years of activity.
4. 269describe in detail the financial sources and the asset structure for the first 3 (three) years of the activity.
5. describe the analysis of the market, competitors, market characteristics and development trend.
6. describe the institution’s financial position forecast for the first 3 (three) years of activity following licensing, financial statements;
7. present information, according to Form No. 7 attached to and forming an integral part of this regulation, relating to the premises where 270the entity shall carry out the activity/ies;
8. present information on investments in ICT systems, followed by the list of equipment, software, etc.
9. present projections for the implementation of the regulatory and supervisory framework (indicators of prudence, reports, etc.) for the first 3 (three) years of the activity;
10. 271describe the risks towards the entity expects to be exposed, including the money laundering and/or terrorism financing, 272including branches. The decision-making body shall review, discuss and approve the conditions of the plan that is deemed to be profitable. The business plan is presumed to be a presentation of the plans and projections from the decision-making body, that shall be viable and the Bank of Albania may rely on, during the consideration, review and the approval process of the application. 268 Amended upon the Supervisory Council decision no. 60, dated 24.11.2021. 269 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 270 Amended upon the Supervisory Council decision no. 47, dated 3.7.2019. 271 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 272 Amended upon the Supervisory Council decision no. 51, dated 7.12.2022.

FORM NO 10273 Repealed 273 Repealed upon the Supervisory Council decision no.60, dated 24.11.2021.

FORM NO. 11274 STATEMENT Through which I declare that I have/do not have family relations or close personal, working or business relationships in accordance with legal stipulations, with persons with criminal convictions by a final court decision. Note: Where the proposed shareholder / partner 275/ beneficiary owner / administrator / member of the supervisory/administration board / member of the audit committee, declares that he/she has family relations or close personal, working or business relationships in accordance with legal stipulations, with persons with criminal convictions by a final court decision, shall list the names of the persons. I hereby declare that the information provided, is voluntarily presented to the Bank of Albania/Entity ____________ by me. Any wrong doing or exclusion of the facts in this report shall be a motivation for the Bank of Albania to refuse my approval as the shareholder / partner 277/ beneficiary owner / administrator / chairman of the supervisory/administration board / chairman of the audit committee of the entity __________, or that the Entity _____________ shall refuse my appointment/re-appointment as member of the supervisory/administration board / member of the audit committee. Shall further or more detailed information be required by the Bank of Albania/Entity ________________, I remain at disposal to provide it.

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(Name/Surname of the proposed shareholder / partner 278/ beneficiary owner / administrator / member of the supervisory/administration board / member of the audit committee) _____// (Date)

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(full signature) 279Note: For the purposes of completing this form, family relationships with a person shall be considered to include close relatives, as defined in Article 4, point 10 of Law No. 9662, dated 18.12.2006 “On banks in the Republic of Albania”, which include: a) children (or adopted); b) the children of the children; c) spouse; d) parents; e) brothers, sisters and their children; f) persons under his custody. 274 Added upon the Supervisory Council decision no. 47, dated 3.7.2019. 275 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 276 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 277 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 278 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. 279 Added upon the Supervisory Council decision no. 10, dated 1.4.2026. No Name of the person related to the proposed shareholder/ partner 276/ beneficiary owner / administrator/ member of the supervisory/ administration board/ member of the audit committee Specifying the type of the relationship (family or close personal, working or business relationship in accordance with legal stipulations) Criminal conviction by a final court decision exists (explain the type of conviction) 1 2 3 ...

FORM NO. 12 280 GENERAL INFORMATION

1. Name of the proposed subject _______________________________________
2. Location of the proposed subject _____________________________________
3. The proposed separation of the capital: The capital: (Nominal Value in ………………….. Lek) Number of issued shares since the opening/quotas:_______
4. Information regarding the shareholders/partners with qualifying holding (who own 10 per cent or more of the capital). No. First name, father’ s name, surname Full address (Street, City, Country) Electronic mail Nationality Residency: City /Country Note: You may continue on next page, if needed. 280 Added upon the Supervisory Council decision no. 10, dated 1.4.2026.

FORM NO. 13 281 The list of shareholders/partners of the non-bank financial institution or of the microcredit financial institution Direct shareholders/partners Number of shares/quotas Percentage of shares/quotas Value of shares/quotas Note: You may continue on next page, if needed. 281 Added upon the Supervisory Council decision no. 10, dated 1.4.2026.

FORM NO. 14 282 The structure of shareholders/partners of the non-bank financial institution or of the microcredit financial institution No. Name of shareholder/partner/beneficiary owner Number of shares/quotas Value of shares/quotas (in lek) Direct participation in the entity’s capital (in percentage) Indirect participation in the entity’s capital (in percentage) Total participation (in percentage) 1 2 3 In the information according to the form no.14, shall be stated whether this shareholders/partners structure of the non-bank financial institution or of the microcredit financial institution comprises the shares mentioned in letters “l” and “m”, paragraph 2 of article 4 of this regulation. Note: You may continue on next page, if needed. 282 Added upon the Supervisory Council decision no. 10, dated 1.4.2026.