Instruction on the List of Documents for Approval Applications of Credit Institutions, Directors, and Statutory Auditors in the Bank, Financial Institution, or Specialized Financial Institution Categories

BCRG BANQUE CENTRALE DE LA REPUBLIQUE DE GUINEE INSTRUCTION No. [Code] of [Date] RELATIVE TO THE LIST OF DOCUMENTS CONSTITUTING THE APPLICATION FILE FOR APPROVAL CREDIT OF « SPECIALIZED FINANCIAL INSTITUTION » « DIRECTORS AND STATUTORY AUDITORS OF CREDIT INSTITUTIONS APPROVED IN THE "BANK" CATEGORY, SPECIALIZED » OF ESTABLISHMENTS OF THE CATEGORIES « BANK », « FINANCIAL INSTITUTION » OR « FINANCIAL INSTITUTION » OR « SPECIALIZED FINANCIAL INSTITUTION »

12, boulevard du Commerce, 6° avenue de la République C/Kaloum - BP 692-Conakry - République de Guinée Tel: (1224) 664 67 77 77 - Fax: (1224) 669 08 88 88 - mail: secretariat.gouv@berg-guinee.org www.hera-auinee nra

Vu, the Law L/2017/017/AN of June 8, 2017, repealing Law L2016/AN of November 9, 2016, itself amending Law L2014/016/AN of July 2, 2014 on the Statute of the Central Bank of the Republic of Guinea; Vu, Law L'2013/060/CNT of August 12, 2013 on Banking Regulation; Vu, Law L/024/AN of August 17, 2021 on the Fight against Money Laundering and Terrorist Financing; Vu, Decree D/2021/0145/PRG/CNRD of November 25, 2021 on the appointment of the Governor of the Central Bank; Vu, Instruction No. 032/DGSIF/DSB of November 12, 2014 on the list of documents constituting the application file for approval of credit institutions in the "bank or financial institution" category, as well as directors and statutory auditors of approved credit institutions in the "bank and financial institution" category.

DECIDE

Article 1: The present instruction sets out the list of documents constituting the application file for approval of credit institutions in the categories "Bank", "Financial Institution" or "Specialized Financial Institution", as well as their directors and statutory auditors.

SECTION 1: APPROVAL OF CREDIT INSTITUTIONS IN THE "BANK", "FINANCIAL INSTITUTION" OR "SPECIALIZED FINANCIAL INSTITUTION" CATEGORIES Article 2: The application file for approval of credit institutions to be registered in the "Bank", "Financial Institution" or "Specialized Financial Institution" categories is prepared in nine (09) copies and must include:

1. Copies of the company's articles of association and minutes of its Constituent General Meeting;
2. The notarized list of shareholders or members, depending on whether it is a public limited company, cooperative society, or mutual society;
3. Proof of the shareholders' capacity to provide the necessary equity funds for startup and development, and to provide necessary financial support in case of difficulty;
4. The corporate governance structure;
5. Information concerning the directors and persons nominated for management positions: first name, last name, address, and nationality;
6. The criminal record extract, diplomas, and work certificates of the persons called upon to administer, direct, or manage the credit institution and its agencies;
7. Copies of the registration certificate with the Commercial and Credit Register (RCCM);
8. The regulation and control certificate from the equivalent banking supervisory authority, if the applying company is controlled by a holding installed abroad;
9. Proof of the lawful origin of funds used to constitute the initial capital;
10. The identity of the beneficial owners of legal entities and legal structures;
11. The internal control and risk management system envisaged;
12. The presentation of economic and financial objectives, as well as the human and technical resources the institution plans to implement;
13. A numbered activity program, including balance sheets and profit and loss accounts for the first three financial years;
14. A banking certificate of deposit of the minimum capital amount issued by an approved bank;
15. Justification that the acquisition of goods and services was made in the interest of the newly created credit institution, and that the minimum capital is truly represented on the asset side, after deducting non-values in cases where all or part of the capital was used for acquiring goods and services;
16. For credit institutions in the "Bank" category, in addition to the above documents, the articles of association and financial statements for the last three (03) years of the reference credit institution (banker) referred to in Article 54 of Law L2013/060/CNT of August 12, 2013, bearing on banking regulation in the Republic of Guinea, as well as its commitment to subscribe to at least 20% of the capital.

SECTION II: APPROVAL OF DIRECTORS OF CREDIT INSTITUTIONS IN THE "BANK", "FINANCIAL INSTITUTION" OR "SPECIALIZED FINANCIAL INSTITUTION" CATEGORIES Article 3: The application file for approval of persons proposed for the positions of General Director and Deputy General Director of credit institutions is prepared in nine (09) copies and must include the following documents and information:

1. A written request from the Chairman of the Board of Directors addressed to the Governor of the Central Bank of the Republic of Guinea, President of the Approval Committee (model attached as an annex);
2. A certificate of nationality of the director;
3. A copy of the national identity card or passport;
4. A criminal record extract dated less than three (03) months ago. For persons not residing in Guinea for at least three (03) months, a certificate serving as a criminal record extract, issued by the authority of the country where the declarant previously resided and bearing the designation of the signing authority and the concerned country;
5. A French-language curriculum vitae, updated and dated, including the following details: name and first names; date and place of birth; nationality; domicile; academic training with certified copies of diplomas; professional experience with work certificates;
6. A completed and signed questionnaire model, attached as Annex 2;
7. A declaration prepared on the model in Annex 3;
8. An extract from the minutes of the deliberative body, mentioning the scope of powers of the applicant. These documents must be submitted to the Central Bank of the Republic of Guinea at least three (03) months before the effective date of the person concerned. It remains understood that the approval of a new director can only be issued upon receipt of the discharge certificate delivered by the Bank's Board of Directors to the outgoing director. The choice of Directors of a credit institution must take into account diversity and gender.

SECTION II: APPROVAL OF STATUTORY AUDITORS OF CREDIT INSTITUTIONS IN THE "BANK", "FINANCIAL INSTITUTION" OR "SPECIALIZED FINANCIAL INSTITUTION" CATEGORIES Article 4: The application file for approval of statutory auditors of credit institutions is prepared in nine (09) copies and must include:

1. A certificate of registration with the Commercial and Credit Register (RCCM);
2. A certificate of registration on the roll of Approved Chartered Accountants of the Republic of Guinea;
3. A certificate of registration on the list of Statutory Auditors kept at the Court of Appeal;
4. The list of statutory auditor mandates entrusted to the person concerned;
5. For legal entities: copies of articles of association, list of partners, certificates of nationality of the partners, a criminal record extract dated at least three (03) months ago (for persons not residing in Guinea for three (03) months, a certificate serving as a criminal record extract issued under the conditions defined in Article 3, paragraph 4 of this instruction), curriculum vitae of directors including the following details: name and first names; date and place of birth; nationality; domicile; academic training with certified copies of diplomas; professional experience with work certificates. For natural persons: a certificate of nationality, a criminal record extract dated at least three (03) months ago and issued under the conditions defined in Article 3, paragraph 4 of this instruction, the list and experience of personnel working on statutory audit missions for credit institutions, a curriculum vitae including the following details: name and first names; date and place of birth; nationality; domicile; academic training with certified copies of diplomas; professional experience with work certificates. The Approval Committee grants approval to the Statutory Auditor of credit institutions in the "Bank", "Financial Institution" or "Specialized Financial Institution" categories for a term of six (6) financial years, renewable once. A Statutory Auditor whose renewed mandate with an institution has expired cannot provide services to that institution except after 5 years from the end of the last financial year.

Article 5: This instruction, which repeals any prior contrary provisions, takes effect as of its signature date and will be published wherever necessary. Dr. Karan OKABA BCRG GOVERNOR OF THE REPUBLIC