Directive to Market Operators, Fintech Service Providers, and Persons Owning and/or Operating Online Investment and Trading Platforms

“Ensuring Investor Protection” SECURITIES AND EXCHANGE COMMISSION, GHANA DIRECTIVE TO MARKET OPERATORS, FINTECH SERVICE PROVIDERS, AND PERSONS OWNING AND/OR OPERATING ONLINE INVESTMENT AND TRADING PLATFORMS (DIRECTIVE NUMBER: SEC/DIR/001/06/2026) 1.0 PREAMBLE The Securities and Exchange Commission (hereinafter referred to as the “SEC”) is mandated by the Securities Industry Act, 2016 (Act 929) as amended by the Securities Industry (Amendment) Act, 2021 (Act 1062), (hereinafter referred to as “the Act”) to promote the orderly growth and development of an efficient, fair, and transparent securities market in which investors and the integrity of the market are protected. The SEC is further mandated by sections 2 and 3 of the Act to maintain surveillance over activities in the securities market to ensure orderly, fair, and equitable dealings in securities and to protect market integrity. 2.0 BACKGROUND The SEC has observed a growing trend of Unregistered Online Investment Applications and Trading Platforms facilitating access to Trading in Securities listed in local and foreign markets. Considering the risks posed by fraudulent and unregulated online investment-related platforms, the SEC is implementing measures to strengthen investor protection. The Sandbox Guidelines establish a framework for evaluating such financial technology and associated digital platforms to mitigate these risks and implement effective safeguards for investors. 3.0 THE DIRECTIVE 3.1. The SEC hereby directs as follows: (a) A licensed market operator owning and/or operating investor-facing investment technology or online platform to perform licensed activities must register and obtain a licence from the SEC for each technology or platform. (b) A financial technology (FINTECH) service provider or any person owning or operating an online investment and/or trading platform that performs any SEC-licensed activity must obtain the appropriate registration and/or license of the platform from the SEC. (c) A Financial technology (FINTECH) service provider or any person that operates a digital platform serving as a digital intermediary must obtain the appropriate licence and/or registration of the platform from the SEC. 3.2. All persons to whom this Directive applies must complete the licensing and registration process outlined in Clause 4.0 of this Directive, with the SEC, before 31st August 2026.

3.3 This directive does not apply to: (a) Ancillary technology services or platforms designed to solely support back-office and non-investor-facing operations, including reporting, reconciliation, and monitoring; (b) Transaction Screening systems and AML/CFT Regulatory Technology solutions; (c) Online Reporting and Complaints Portals for Investors; and (d) Online Educational platforms used for investor protection and fraud awareness only. 3.4. CAUTION: Any person or entity (including market operators) who operates, whether directly or indirectly, an online investment application and/or trading platform that is not approved, licensed or registered by the SEC must immediately desist from doing so. The SEC further urges the investing public to verify the authenticity of any investment products or platforms advertised through conventional or online media via the SEC’s official channels of communication. 4.0 REGISTRATION/LICENSING PROCESS A person to whom this Directive applies shall follow the process below to complete registration and licensing:

1. Completion of Platform Owners’ Entry Form via the link Entry Form by Applicant;
2. Invitation by SEC for demonstration of platform or technology by Applicant;
3. Feedback from the SEC and Guidance on regulatory steps to be taken by Applicant;
4. Payment of Registration or Licensing Fees by Applicant (where required); and
5. Issuance of Registration or Licensing Certificate by the SEC to Applicant. 5.0 REGISTRATION / LICENSING CONDITIONS AND OBLIGATIONS Prior to the issuance of a Registration or Licensing Certificate, the SEC shall communicate to an Applicant the requirements, conditions and obligations attached to the License or Registration, including regulatory reporting obligations. 6.0 REVOCATION, VARIATION AND REVISION The SEC may revise, amend, vary, or revoke this Directive where necessary. 7.0 INTERPRETATION Where any doubt arises about the meaning of any provision contained in this Directive, the same shall be referred to the SEC, and the interpretation provided by the SEC shall be final. 8.0 SANCTIONS FOR NON-COMPLIANCE Where there is a breach of any provision stipulated in this Directive, the SEC may take any action(s) specified under section 209(4) of Act 929 as amended or any other provision applicable under the Act. 9.0 COMMENCEMENT OF THIS DIRECTIVE This Directive shall take immediate effect and remain in force until otherwise revised, varied, amended, or revoked. 10.0 ENQUIRIES All questions or clarifications required under this Directive shall be referred to the SEC through info@sec.gov.gh or through 0302768970-2 or its toll-free number 0800100065 or refer to the SEC’s website. ISSUED BY ORDER OF: THE SECURITIES AND EXCHANGE COMMISSION DATE: 23RD JUNE 2026