Draft Proposed Standards under the Financial Institutions and Markets Act 2021

N$376.00 WINDHOEK - 22 December 2021 No. 7713
GOVERNMENT GAZETTE
OF THE
REPUBLIC OF NAMIBIA
CONTENTS
Page
GENERAL NOTICE
No. 737 Namibia Financial Institutions Supervisory Authority: Draft Proposed Standards under the Financial
Institutions and Markets Act, 2021 ........................................................................................................ 1

General Notice
NAMIBIA FINANCIAL INSTITUTIONS SUPERVISORY AUTHORITY No. 737 2021 DRAFT PROPOSED STANDARDS UNDER THE FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 The draft standards, as set out in Schedules, are published by the Namibia Financial Institutions Supervisory Authority (NAMFISA) under section 409(3) of the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021). All financial institutions, financial intermediaries, industry associations or self-regulatory organisations are invited to make representations in writing to NAMFISA with respect to the draft proposed standards not later than 28 February 2022. Such representations will be taken into account in determining whether to issue the standards as originally published or in a modified form. Written representations must be supplied in the template provided under Schedule 2, and must be submitted to NAMFISA at the Upper Ground Floor, Gutenberg Plaza, 51 – 55 Werner List Street, Windhoek or email: acloete@namfisa.com.na and projectnewdawn@namfisa.com.na ADV. H. GARBERS-KIRSTEN CHAIRPERSON OF THE BOARD NAMIBIA FINANCIAL INSTITUTIONS SUPERVISORY AUTHORITY

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SCHEDULE 1
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) The categories of professions and persons of which an expert must be a member for the purposes of the definition of “valuator” in section 1 of the Act Standard No. PRE.S.1.1 issued by NAMFISA under section 1 and section 410(2)(a) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard:
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; and (b) “actuary” means a fellow of one of the societies, institutes or faculties referred to in clause 2. (2) Words and phrases defined in the Act have the same meaning in this standard, unless the context indicates otherwise, including, without limitation, the following, which are defined in section 1 of the Act:
(a) financial institution;
(b) financial intermediary;
(c) NAMFISA; and
(d) Public Accountants’ and Auditors’ Act.
Requirements for a valuator
An individual who is a fellow of one of the following actuarial societies, institutes or faculties
is an actuary for the purposes of the Act:
(a) the International Association of Actuaries; (b) the United Kingdom Institute and Faculty of Actuaries; (c) the Actuarial Society of South Africa; (d) the Society of Actuaries of Namibia (SAN); (e) the American Society of Actuaries; or (f) any other professional actuarial society, institute, faculty or body recognised by NAMFISA after due consideration.
Subject to clauses 4, 5, 6 and 7, and subject to the approval by NAMFISA, an individual who
falls within any of paragraphs 3(a), 3(b) or 3(c) may be appointed, retained or employed as a valuator by a financial institution or financial intermediary or required by NAMFISA to make a valuation report with respect to a financial institution or financial intermediary under the Act:

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(a) an actuary;
(b) a member in good standing under the Public Accountants’ and Auditors’ Act; (c) a member in good standing of any other professional association approved by NAMFISA.
4. A person may not be appointed, retained or employed as a valuator, unless the person is
“fit and proper” within the meaning of Standard No. GEN.S.10.2.
5. A person may not be appointed, retained or employed as a valuator unless, in the opinion of
NAMFISA, the person:
(a) has the necessary training, knowledge and experience to understand the business of financial institutions and financial intermediaries in Namibia; and (b) has the necessary training and knowledge to understand the specific business of the financial institution or financial intermediary concerned, and at least five years’ experience working with:
(i) such a financial institution or financial intermediary; or (ii) with another valuator who has been appointed, retained or employed as a valuator by such a financial institution or financial intermediary.
6. NAMFISA may maintain a list of persons approved by NAMFISA who, subject to clauses 4,
5 and 7, may be appointed, retained or employed as a valuator by a financial institution or financial intermediary or required by NAMFISA to make a valuation report with respect to a financial institution or financial intermediary under the Act, the purpose of the list being to expedite the appointment or employment of a valuator and the approval of such appointment by NAMFISA.
7. Notwithstanding anything contained in this Standard, NAMFISA retains the right, in its
entire discretion, to require any particular financial institution or financial intermediary to appoint an actuary as its valuator, or to appoint an actuary as its valuator for any particular
part of its business.

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SCHEDULE 2
TEMPLATE FOR WRITTEN REPRESENTATIONS:
DRAFT PROPOSED STANDARDS
NAME STANDARD COMMENT/
DESCRIPTION
OF ISSUE
PROPOSED
AMENDMENT

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SCHEDULE 1
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
INSURANCE
CAPITAL ADEQUACY REQUIREMENTS FOR REGISTERED INSURERS AND REINSURERS Standard No. INS.S. 2.1 issued by NAMFISA under section 410(3)(a), read with section 20 of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, unless the context indicates otherwise -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “Annual premium equivalence” with respect to long-term insurance or reinsurance business means the sum of annual premiums for recurring business and approximate annualised premiums for single premium business, taking into account the average term of the policies for single premium business; (c) “BSCR” means Basic Solvency Capital Requirement and has the meaning as ascribed thereto by clause 4(5); (d) “cell captive” means an insurance or reinsurance vehicle created by a registered insurer or registered reinsurer through a shareholder’s agreement, business agreement or any other agreement for the special purpose of covering the insurance risk which the cell owner, it’s associated party or any other party, is exposed to; (e) “inadmissible asset” means an asset that, for the purposes of determining the Capital Adequacy Requirement, may not form part of the assets used demonstrate capital adequacy; (f) “MCR” means Minimum Capital Requirement and has the meaning as ascribed thereto by clause 3(1); (g) “MCRF” means Minimum Capital Requirement Floor and has the meaning as ascribed thereto by clause 3(5); (h) “Net written premium” means an amount received by and owed to a registered insurer or registered reinsurer in respect of gross written premiums, less an amount equal to the premiums paid and owed by the registered insurer or registered reinsurer in respect of any reinsurance business over a period of 12 months; (i) “ORC” means Operational Risk Capital; (j) “Operating expenses” means gross expenses incurred in carrying on the insurer’s day-to-day activities including but not limited to, claims handling expenses, management expenses, asset management and fund management fees. Operating expenses exclude once-off expenses such as (but not limited to):
(i) acquisition expenses relating to the cost of acquiring new business; (ii) the write-down of inventories to net realisable value and the write-down of property, plant and equipment to recoverable amount and the reversal of such write-downs;

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(iii) a restructuring of the activities of the enterprise and the reversal of any provisions for the restructuring; (iv) losses on disposals of items of property, plant and equipment; (v) losses on disposals of long term investments; (vi) gains and losses arising from natural disasters; and (vii) asset management or fund management fees directly related to linked policies. (k) “registered long-term insurer” means an insurer that is registered to carry on the business of long-term insurance; (l) “registered long-term reinsurer” means a reinsurer that is registered to carry on business of long-term reinsurance; (m) “registered short-term insurer” means an insurer that is registered to carry on the business of short-term insurance; (n) “registered short-term reinsurer” means a reinsurer that is registered to carry on a business of short-term reinsurance; (o) “SCR” means Solvency Capital Requirement and has the meaning as ascribed thereto by clause 4; and (p) “technical liabilities” has the meaning ascribed thereto by clause 3 in standard INS.S. 2.2. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(a) as defined in section 1 of the Act -
(i) banking institution;
(ii) corporate body;
(iii) insurer;
(iv) NAMFISA;
(v) reinsurer; and
(vi) valuator;
(b) as defined in section 4 of the Act -
(i) capital adequacy requirement;
(ii) long-term insurance;
(iii) policyholder;
(iv) premium;
(v) registered insurer;
(vi) registered reinsurer; and

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(vii) short-term insurance;
(c) as defined in section 162 of the Act:
(i) collective investment scheme; and
(ii) participatory interest.
Applicability
2. This Standard applies to all insurers and reinsurers registered pursuant to section 11
Minimum Capital Requirement (MCR) for registered insurers and registered reinsurers
3. (1) The Minimum Capital Requirement (MCR) is the absolute minimum amount of
capital that the registered insurer or registered reinsurer is required to hold for registration and ongoing operations. (2) No registered insurer or registered reinsurer shall operate below the MCR. (3) The Minimum Capital Requirement Floor (MCRF) is the minimum Namibia dollar amount that a registered insurer and registered reinsurer is required to hold for registration. (4) The MCRF must consist only of paid-up capital and retained earnings for registered short-term and long-term insurers and reinsurers. (5) The MCRF is set at:
(a) N$8,000,000, for a registered insurer operating more than one class; (b) N$ 2,000,000, for a registered insurer operating one class only; (c) N$200,000, for a registered insurer operating funeral insurance only; (d) N$200,000, for a registered insurer operating micro-insurance only; (e) N$12,000,000, for a registered reinsurer; and (f) N$200,000, for a cell under a cell captive. For a registered insurer or registered reinsurer engaged in cell captive business the MCRF for each cell shall be over and above the MCRF for the registered insurer’s or reinsurer’s normal business i.e. non-cell captive business. (6) Every registered insurer and registered reinsurer must at all times hold MCR which is equal to the higher of the values described in paragraphs (a) and (b):
(a) (i) in respect of short-term insurers or reinsurers, the maximum of 15% of the net written premium during its last preceding financial year and 15% of the net written premium during the 12 months rolling period, excluding cell captive business; or (ii) in respect of long-term insurers or reinsurers, 15% of the annualised operating expenses of the preceding 12 months, excluding cell captive business; and (b) the MCRF as specified in sub-clause (5). (7) The MCR for each cell under a cell captive shall be the higher of the values described in paragraphs (a) and (b):

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(a) (i) in respect of short-term insurers or reinsurers, the maximum of 15% of the net written premium during its last preceding financial year in respect of that cell and 15% of the net written premium during the 12 months rolling period in respect of that cell; or (b) (ii) in respect of long-term insurers or reinsurers, 15% of the annual premium equivalence in respect of that cell during the preceding 12 months; and (c) the MCRF as specified in sub-clause 5(f). (8) The formulae in the box below illustrates the MCR in sub-clause (a):
Where;
NWPNC = is the maximum of the net written premium by the insurer during its last preceding financial year and the net written premium during the 12 months rolling period for non-cell captive business MCRFNC = MCRF for non-cell captive business OP expNC = is the annualised operating expenses of the insurer in the preceding 12 months for non-cell captive business Ci NWP = is the maximum of the net written premium during its last preceding financial year and the net written premium during the 12 months rolling period for each cell,i MCRFCi = MCRF for each cell, i Ci APE = Annual Premium Equivalent for each cell, i Solvency Capital Requirement (SCR) for registered insurers and registered reinsurers
4. (1) The Solvency Capital Requirement (SCR) is a cushion that protects the registered insurer or
registered reinsurer against adverse experience or unexpected losses over the following year. (2) The SCR is set at an amount that ensures that an insurer’s or reinsurer’s capital will not fall by more than this amount in any given year with a 95% confidence level, i.e. the probability that the registered insurer or registered reinsurer fails in any given year is less than, or equal to, 5% which translates to at least a 1-in-20-year event. (3) Subject to sub-clause (1), the registered insurer or registered reinsurer is required to target a level of capital that is above the SCR.1 1 Note that the approaches for the calculation of the SCR for a registered short-term insurer or registered shortterm reinsurer and a registered long-term insurer or registered long-term reinsurer are different.

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(4) Every registered insurer or registered reinsurer must at all times hold SCR which is equal to - (a) in respect of a short-term insurer or reinsurer, the sum of Basic Solvency Capital Requirement (BSCR) and the Operational Risk Capital (ORC) of the insurer or reinsurer; and (b) in respect of a long-term insurer or reinsurer, the SCR as determined in accordance with the formulae and guidelines provided in the professional guidance note, Standard of Actuarial Practice NSAP 104 of the Society of Actuaries of Namibia. (5) For purposes of paragraph (a) of sub-clause (4), the BSCR combines Insurance Risk, Market Risk and Credit Risk Capital charges and the calculation thereof is illustrated in Schedule 1 to this Standard, while the calculation of ORC is illustrated in Schedule 2 to this Standard. (6) For a registered insurer or registered reinsurer engaged in cell captive business the capital requirements for each cell shall be over and above the capital requirements for the registered insurer’s or reinsurer’s normal business i.e. non-cell captive business. For example, in addition to the registered insurer’s or reinsurer’s MCR or SCR, there shall be an MCR or SCR for each cell. However, for each cell the registered insurer or registered reinsurer will be able take credit for the diversification benefit between the cell and the registered insurer or registered reinsurer of up to 15% when aggregating the SCR for cell captive business. (7) The formula for calculating the individual cell SCR and the aggregate cell captive business SCR is as follows; Where; = represents the factor for each class of business represented in schedule 1, Table 1 below = the maximum of the net written premium during its last preceding financial year and net written premium during the 12 months rolling period for a class of business i. TL = Technical liabilities as defined in clause 1 (n) above = Operational expenses as defined in clause 1 (h) Capital Adequacy Requirement
5. (1) The registered insurer or registered reinsurer must at all times maintain admissible
assets that exceed technical liabilities and the Capital Adequacy Requirement. (2) Capital Adequacy Requirement is the maximum of the SCR and the MCR. (3) The formula in the box below illustrates the Capital Adequacy Requirement for registered insurer or registered reinsurer given in sub-clause (2):

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Capital Adequacy Requirement = max {SCR, MCR}
(4) The graph below represents a summary illustration of Capital Adequacy Requirement for registered insurers and registered reinsurers:
Notes: The illustration is not to scale and the assets in the illustration exclude inadmissible assets. BEL and MoBEL are defined in Standard INS.S. 2.2. (5) NAMFISA may, in writing, require a registered insurer or registered reinsurer to inject additional capital where it deems the risk profile of the registered insurer or registered reinsurer as atypical or where the risk profile has not been represented well by the standard SCR formula. Other requirements
6. (1) The registered insurer or registered reinsurer must ensure that dividends are not paid
unless the valuator of the registered insurer or registered reinsurer has demonstrated and certified the ability of the insurer or reinsurer to pay dividends and still meet the Capital Adequacy Requirement. (2) With the exception of dividend pay-out, a registered insurer or registered reinsurer must seek NAMFISA’s prior written approval for any planned capital reductions which could adversely affect the solvency of the registered insurer or registered reinsurer. (3) For purposes of sub-clause (2), capital reductions include, but is not limited to, a share buyback or the redemption, repurchase or repayment of the common equity (used to back the capital) issued by the registered insurer or registered reinsurer. (4) A registered insurer or registered reinsurer must not, without obtaining NAMFISA’s prior written approval, enter into an arrangement to purchase its own capital instrument or provide financial assistance to another party with a dominant purpose of facilitating the purchase by that other party of the registered insurer or registered reinsurer’s own assets. (5) Any arrangement referred to in sub-clause (4), if approved by NAMFISA, shall be subject to any limit imposed by NAMFISA. (6) A registered insurer or registered reinsurer must provide NAMFISA with copies of documentation associated with the raising of additional capital within 30 calendar days from the date of issue. (7) A registered insurer or registered reinsurer must obtain NAMFISA’s prior written approval before the terms or conditions of a capital instrument are amended in a way that may affect its eligibility as a component of the Capital Adequacy Requirement. Variation of SCR
7. (1) Subject to clause 4(1), NAMFISA may, in its discretion, vary the SCR of a registered
insurer or registered reinsurer if NAMFISA deems it necessary or appropriate to do so.

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(2) A registered insurer or registered reinsurer may apply to NAMFISA for a variation of its SCR upon such circumstances that may warrant such a variation and upon dissolution or termination. (3) An application referred to in sub-clause (2) must be in writing and must be accompanied by detailed supporting information, documents and explanations, and the applicant must provide NAMFISA with such further information, documents and explanations as NAMFISA may require. Responsibility for capital management
8. (1) The board of a registered insurer or registered reinsurer must ensure that the insurer
or reinsurer, as a whole, has capital that is adequate for the scale, nature and complexity of its business and its risk profile to meet its obligations under a wide range of circumstances. (2) The valuator of the registered insurer or registered reinsurer is responsible to the board of the insurer or reinsurer for performing or reviewing all aspects of the calculations of the Capital Adequacy Requirement to ensure that the calculations are complete and accurate. Reporting - Compliance
9. (1) A registered insurer or registered reinsurer must -
(a) report quarterly to NAMFISA the details of its Capital Adequacy Requirements in electronic form via the applicable electronic system; and (b) submit annually to NAMFISA the actuarial report detailing its Capital Adequacy Requirements certified by the valuator and the board of the registered insurer or registered reinsurer. (2) If the excess of admissible assets over liabilities of a registered insurer or registered reinsurer is above the Capital Adequacy Requirement, then the insurer or reinsurer will be subject to the normal reporting requirements of the Act and standards. Reporting and intervention - Non-compliance
10. (1) Notwithstanding the requirements of clause 9, in the event that any of the
circumstances described in paragraphs (a), (b) or (c) below apply, the registered insurer or registered reinsurer concerned must, in writing, notify NAMFISA of the breach of the Capital Adequacy Requirement immediately, but in any event no later than 7 working days from the day that the breach has come to the attention of the registered insurer or registered reinsurer - (a) if the excess of admissible assets over liabilities falls to a level that is below the SCR but is still above 50% of the SCR and above the MCR; (b) if the excess of admissible assets over liabilities falls to a level that is less than 50% of SCR and above the MCR; or (c) if the excess of admissible assets over liabilities falls below the MCR. (2) If paragraphs (a), (b) or (c) of sub-clause (1) applies, the registered insurer or registered reinsurer must, within 7 working days after NAMFISA has been notified of the breach in terms of sub-clause (1), publish a notice of the breach of the Capital Adequacy Requirement in a newspaper circulating at the place where the principal office of the registered insurer or registered reinsurer is located. (3) In the case of non-compliance as stipulated in paragraph (a) of sub-clause (1), the registered insurer or registered reinsurer is subject to level 1 intervention by NAMFISA and such insurer or reinsurer must, within 30 calendar days of the notification under sub-clause (1), submit to NAMFISA a plan of remedial action to rectify the breach.

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(4) If a registered insurer or registered reinsurer fails to comply with sub-clause (1) and (3), such insurer or reinsurer is liable to pay a penalty of N$25,000 per month for as long as the noncompliance exists. (5) In the case of non-compliance as stipulated in paragraph (b) of sub-clause (1), the registered insurer or registered reinsurer is subject to level 2 intervention by NAMFISA and such insurer or reinsurer must submit to NAMFISA - (a) within 30 calendar days of the notification under sub-clause (1), a plan of remedial action to rectify the breach; and (b) returns and other documentation or information as prescribed by NAMFISA, on a monthly basis, until such time as the breach is rectified. (6) If a registered insurer or registered reinsurer fails to comply with sub-clause (5), such insurer or reinsurer is liable to pay a penalty of N$25,000 per month for as long as the noncompliance exists. (7) In the case of non-compliance as stipulated in paragraph (c) of sub-clause (1), the registered insurer or registered reinsurer is subject to level 3 intervention by NAMFISA and such insurer or reinsurer must, within 30 calendar days of the notification under sub-clause (1) or such shorter period as NAMFISA may specify, submit to NAMFISA a plan of remedial action to rectify the breach. (8) Level 3 intervention results in NAMFISA placing the registered insurer or registered reinsurer under regulatory administration, which may result in the registration of the registered insurer or registered reinsurer being revoked and the insurer’s or reinsurer’s book being transferred to another registered insurer or registered reinsurer or the registered insurer or registered reinsurer being liquidated or wound-up. (9) The table below summarises the intervention levels as referred to in sub-clauses (3), (5) and (7):
Capital Position Level Regulatory intervention Meets Capital Adequacy Requirement 0 Normal reporting requirements Below SCR but still above 50% of SCR and above MCR 1 Plan of remedial action within 30 days Less than 50% of SCR and above MCR 2 Plan of remedial action within 30 days plus monthly reporting Less than MCR 3 Regulatory administration of the insurer or reinsurer SUPPORTING SCHEDULES The following supporting schedules are attached to and form part of this Standard:
Schedule 1: Calculation of Basic Solvency Capital Requirement (BSCR) for short-term
insurance and short-term reinsurance
Schedule 2: Calculation of Operational Risk Capital (ORC) for registered short-term
insurers and registered short-term reinsurers

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SCHEDULE 1
Calculation of Basic Solvency Capital Requirement (BSCR) for short-term insurance and reinsurance: The BSCR is calculated as:
BSCR = where IRC, MRC and CRC are illustrated in clauses 1 to 3 below:

Insurance Risk Capital (IRC)
Insurance risk is the risk of loss arising from the inherent uncertainties about the occurrence, amount and timing of insurance liabilities, expenses and premiums. IRC is calculated by multiplying the capital factors in Table 1 below with the net written premium (NWP) per class of class of business and summing across all 7 classes of class of business in Table 1. i.e. Where:
NWPi represents the maximum of the net written premium during the last preceding financial year and the net written premium during the 12 months rolling period for class of business i; net of reinsurance premiums paid in respect of class of business i; and gi represents the factor for each class of business represented in Table 1.
Table 1: Insurance risk factors
i Class of business i Factor gi
1 Fire 25%
2 Marine 32%
3 Guarantee 50%
4 Personal 25%
5 Miscellaneous 33%
6 Vehicles 20%
7 Aviation 50%
Market Risk Capital (MRC)
Market risk is the risk that, as a result of market movements, a firm may be exposed to fluctuations in the value of its assets or the income from its assets. The total admissible assets that are held to cover the total liabilities (current, technical and other), but excluding assets held to cover the capital requirement are used to calculate the MCR. MRC for each asset class is calculated by multiplying the asset amount with the applicable factor in
Table 2 and then total MRC is found by summing up these items across all 6 asset classes in
Table 2 below:

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Table 2: Market risk factors
Asset i Factor i
1 Cash and cash equivalent 0%
2 Fixed and variable interest securities with an outstanding duration of less than (or including) 4 years 5% 3 Fixed and variable interest securities with an outstanding duration of more than four years outstanding duration of more than 4 years 15% 4 Property 30% 5 Equity 35% 6 Other 40% Notes: Examples of assets to be included in each asset category i are given below:
(1) Cash and cash equivalent
(a) Bank notes and coins issued by the Bank of Namibia; (b) Credit balance in an account with, or a deposit, including a negotiable certificate of deposit, and a bill accepted by banking institution registered under the Banking Institutions Act, No. 2 of 1998; (c) Credit balance in an account with, or a deposit, including a negotiable certificate of deposit, and a bill accepted by an institution incorporated outside Namibia, which would have been a bank under the Banking Institutions Act, 1998 if it were incorporated in Namibia; (d) Margin deposits on derivative instruments; (e) Participatory interest in a Fixed Interest Money Market scheme that is a collective investment scheme registered under the Act, or any similar scheme subject to the laws of a country other than Namibia which laws establish a regulatory framework equivalent to that established by the Act, and are supervised by a regulatory authority; (f) The following fixed and variable interest securities with an effective outstanding duration of less than or equal to one year:
(i) Securities issued by and loans made to the Government of Namibia under the State Finance Act, 1991, Act No. 3 of 1991; (ii) Securities or loans guaranteed under the State Finance Act; (iii) Securities issued by and loans made to or guaranteed by a public entity under the State Finance Act, 1991; (iv) Securities issued by and loans made to or guaranteed by a public entity under the Agriculture Bank Act, 2003, Act No. 5 of 2003; (v) Securities or loans with an outstanding duration of not more than one year which are issued by a corporate body established by a law of Namibia; (vi) Listed securities issued by a government of a country other than Namibia or issued by an institution incorporated outside Namibia; and (g) Redeemable fixed and variable rate preference shares with an effective outstanding duration to redemption of not more than one year.

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(2) Fixed and variable interest securities with an outstanding duration of not more than four years. Examples include securities referred to in sub-clauses (1)(f) and (g) above but with an outstanding duration greater than a year but not more than four years. (3) Fixed and variable interest securities with an outstanding duration of more than four years:
(a) Examples include securities referred to in sub-clauses (1)(f) and (g) above but with an outstanding duration of more than four years; and (b) Irredeemable fixed or variable rate preference shares. (4) Property including:
(a) Immovable property; and
(b) Participatory interest in a Collective Investment Scheme in Property registered under the Act or in any similar scheme subject to the laws of a country other than Namibia which laws establish a regulatory framework equivalent to that established by the Act and is supervised by a regulatory authority. (5) Equity including:
(a) Listed or unlisted ordinary shares;
(b) Listed or unlisted depository receipt;
(c) Listed or unlisted loan stock;
(d) Listed or unlisted preference shares; and
(e) Participatory interest in a Collective Investment Scheme in Securities or a Collective Investment Scheme in Unlisted Securities registered under the Act or in any similar scheme subject to the laws of a country other than Namibia which laws establish a regulatory framework equivalent to that established by the Act and is supervised by a regulatory authority. (6) “Other”, including but not limited to:
(a) Motor vehicles, furniture, office equipment; (b) Derivatives (over-the-counter or exchange traded); and (c) Any other assets not falling into the categories referred to in sub-clauses 2(1) to (6). (7) Look-through Approach:
(a) In assessing the capital charge under market risk for participatory interests in Collective Investment Schemes, the registered insurer or reinsurer must use the lookthrough approach to capture all material exposures. (b) When undertaking the look-through approach, the groupings in Table 2: Market Risk factors under item 2 must be used.
3. Credit Risk Capital (CRC)
Credit risk is the risk of loss if another party fails to meet its financial obligations, or fails to perform them in a timely manner.

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The total admissible assets that are held to cover the total liabilities (current, technical and other), but excluding assets held to cover the capital requirement are used to calculate the CRC. CRC is determined by multiplying the asset value (of each rating category and term) with the relevant risk factor and summing these items. The factors for each category are shown in Table 3:
Table 3: Credit risk factors
Credit rating category i
International rating local currency
National
Rating
Factor
Duration longer
(and including) one year
Duration shorter than one year
1 AAA to AA- Not applicable 1.0% 0.25%
2 A+ to A- AAA to AAA+ 4.1% 1.03%
3 BBB+ to BBB- AA to AA- 5.0% 1.25%
4 BB+ to BB- A+ to BBB 13.6% 3.40%
5 B+ to B- BBB- to B- 22.4% 5.60%
6 CCC+ or below CCC or below 44.8% 11.20%
7 Unrated Unrated Minimum 44.8% Minimum 11.20% The international local currency ratings in Table 3 above gives the credit ratings based on Standard and Poor’s, Moody’s, Fitch and GCR credit rating scale. The following Table 4 of equivalent credit ratings should be used to allow for other credit ratings agencies:
Table 4: Credit rating equivalents
Credit rating category i
Standard
& Poor’s
Fitch
GCR
Moody’s AM Best
1 AAA to AA- Aaa to Aa3 A++ to A2 A+ to A- A1 to A3 B++ to B+ 3 BBB+ to BBB- Baa1to Baa3 B to B4 BB+ to BB- Ba1 to Ba3 C++ to C+ 5 B+ to B- B1 to B3 C to D 6 CCC+ or below Caa1 or below E or below Notes:
(1) In calculating MRC and CRC, the admissible assets are allocated to liabilities (current, technical and other). The amount of assets used should equal liabilities, excluding free assets and assets backing the Capital Adequacy Requirement. (2) Where the investment instrument does not have a credit rating but it is exposed to a credit-rated counterparty (e.g. a promissory note with XYZ bank) then the counterparty’s credit rating should be applied.

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(3) For unrated assets, the minimum of 11.2% in Table 3 is applied only as a minimum, the credit quality of the instrument should be considered before applying this minimum. (4) Namibian Government debt instruments should carry a factor of zero %. (5) National ratings should only be used if no international rating is available.
SCHEDULE 2
Calculation of Operational Risk Capital (ORC) for short-term insurers and short-term reinsurers Operational risk as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The ORC is calculated as follows: - ORC= min (0.3BSCR, Basic ORC) BasicORC= Max (ORCpremium; ORCliabilities) ORC premium = 0.03 GEP + max (0;0.03* (GEP - 1.1* GEPprev )) ORC liabilities = 0.03* max (0; GTL)) GEP represents the gross earned premium income of the registered insurer or registered reinsurer during the 12 months immediately preceding the day on which the calculation is made; GEP previous represents the gross earned premium income of the insurer during the 12 months immediately preceding the day on which the previous financial year ended; and GTL represents the amount of the total gross technical liabilities of the insurer.

18 Government Gazette 22 December 2021 7713
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
INSURANCE
THE DETERMINATION, CALCULATION AND VALUATION OF THE ASSETS AND LIABILITIES OF REGISTERED INSURERS FOR THE PURPOSES OF CAPITAL ADEQUACY, INCLUDING NAMFISA’S RIGHT TO CHANGE A VALUATION UNDER CIRCUMSTANCES DETERMINED IN SUCH STANDARD Standard No: INS.S.2.2 issued by NAMFISA under section 410(3)(g) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, unless the context indicates otherwise -
a. “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; b. “actuarial best-estimate” has the meaning ascribed thereto by clause 5;
c. “AURR” means Additional Unexpired Risk Reserves and has the meaning ascribed
thereto by clause 16(4); d. “cash-back bonus” means a benefit provided for in a policy document that entitles a policyholder to a predetermined benefit on the expiry of a specified period and under specified circumstances; e. “DAC” means Deferred Acquisition Cost; f. “group undertaking”, in relation to a registered insurer or reinsurer, means a juristic person in which the insurer or reinsurer alone or with its subsidiaries or holding company, directly holds 20% or more of the shares if the juristic person is a company, or 20% or more of any other ownership interest if the juristic person is not a company; g. “IBNER” means Incurred But Not Enough Reported; h. “IBNR” means Incurred But Not Reported reserves and has the meaning ascribed thereto by clause 14(1);
i. “Intercompany loans” means a loan or advance to an affiliate or associate;
j. “Minimum Capital Requirement (MCR)” has the meaning ascribed thereto in Standard INS.S.2.1; k. “OCR” means Outstanding Claims Reserve and has the meaning ascribed thereto by clause 13(1);
l. “registered long-term insurer” means an insurer that is registered to carry on the
business of long-term insurance; m. “registered long-term reinsurer” means a reinsurer that is registered to carry on business of long-term reinsurance; n. “registered short-term insurer” means an insurer that is registered to carry on the business of short-term insurance;

7713 Government Gazette 22 December 2021 19 o. “registered short-term reinsurer” means a reinsurer that is registered to carry on a business of short-term reinsurance; p. “UPR” means Unearned Premium Reserve and has the meaning ascribed thereto by clause 15(1); q. “URR” means Unexpired Risk Reserve and has the meaning ascribed thereto by clause 16(1); r. “technical liabilities” has the meaning ascribed thereto by clause 3; s. “Termination Capital Requirement (TCR)” means the amount required to ensure that no policy has a negative liability and no policy’s liability is less than its current surrender value as described in the Society of Actuaries of Namibia’s standard of actuarial practice, NSAP 104. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise including, without limitation, the following:
(a) as defined in section 1 of the Act -
(i) affiliate
(ii) associate
(iii) banking institution;
(iv) board;
(v) financial soundness;
(vi) insurer;
(vii) NAMFISA;
(viii) reinsurer;
(ix) valuator;
(b) as defined in section 4 of the Act -
(i) capital adequacy requirement;
(ii) class of business.
(iii) insurance;
(iv) long-term insurance;
(v) policy;
(vi) registered insurer;
(vii) registered reinsurer;
(viii) reinsurance; and
(ix) short-term insurance.
Applicability
2. This Standard applies to all registered insurers and registered reinsurers.
Technical liabilities
3. Technical liabilities are the amounts set aside to meet -
(a) with respect to long-term insurance or long-term reinsurance, all liabilities arising out of long-term insurance or reinsurance policies and is made up of BEL and MoBEL; and (b) with respect to short-term insurance or short term reinsurance, all liabilities in respect of outstanding claims (whether reported or unreported), and future claims arising from unexpired exposures and is made up of BEL and MoBEL.
4. (1) Negative liabilities in respect of long-term insurance policies may be deducted from
liabilities provided that -

20 Government Gazette 22 December 2021 7713
(a) total liabilities (including current liabilities) after such deduction are greater than or equal to zero; and (b) an amount corresponding to the amount deducted from liabilities is added to the Termination Capital Requirement (TCR) component of the Solvency Capital Requirement (SCR), in accordance with the Society of Actuaries of Namibia’s standard of actuarial practice, NSAP 104. (2) A negative liability in respect of a long-term insurance policy will generally arise when, at any stage in a policy’s lifetime, the expected present value of future premiums exceeds the expected present value of future benefits and expenses. (3) These negative liabilities may be offset at the discretion of the valuator against liabilities of the registered long-term insurer or registered long term reinsurer. (4) Negative liabilities must be calculated per policy but may then be offset when aggregating against liabilities, i.e. for example a negative liability on a term policy may be used to offset the positive liability on an endowment policy. (5) If the valuator decides not to offset the negative liabilities, those liabilities must not be reflected as an insurance asset either. Best estimate of policyholder Liabilities (BEL)
5. The valuation basis for BEL is the actuarial best-estimate, which means an assumption that -
(a) is realistic, with no margins for prudence; (b) depends on the nature of the business concerned; and (c) is guided by immediate past experience, as modified by any knowledge or expectation of the future. Margin over the Best Estimate of policyholder Liabilities (MoBEL)
6. (1) The Margin over the Best Estimate of policyholder Liabilities (MoBEL) shall be a
margin for prudence and must -
(a) be calculated per class of business as defined in the Act; (b) in respect of short-term insurance, be calculated using standard actuarial and statistical methods such as value at risk, percentile approach or any method the valuator deems appropriate; and (c) in respect of long-term insurance, comprise of both compulsory and discretionary margins as per the Society of Actuaries of Namibia’s standard of actuarial practice, NSAP 104. (2) It should be noted that in the case where technical liabilities are calculated retrospectively, it may not be possible to separately report BEL and MoBEL. Segregation and level of detail in the data
7. (1) In order to calculate technical liabilities, insurance and reinsurance obligations must
be segmented by class of business.
(2) Segmentation should achieve as much homogeneity as possible with due regard to the credibility of the resulting segments/groupings.

7713 Government Gazette 22 December 2021 21
Data
8. (1) Registered insurers and registered reinsurers must have internal processes and
procedures in place to ensure the appropriateness, completeness and accuracy of data within the meaning of clauses 9, 10 and 11 for the calculations of technical liabilities. (2) The relevant actuarial standards should be used as an additional guide when assessing the quality of data for the calculation of technical liabilities. Appropriateness of data
9. For data to be appropriate it must be -
(a) suited for the purpose of valuation of technical liabilities and assets; (b) consistent with the methods and assumptions used for the valuation of technical liabilities and assets; and (c) appropriate for the purpose of reflecting the underlying risks. Completeness of data
10. For data to be complete it must -
(a) have sufficient granularity and information to identify trends and assess the characteristics of the underlying risk; (b) be available for each homogeneous risk group; and (c) not be excluded if relevant unless it is justifiable to do so. Accuracy of data
11. For data to be considered accurate it must be -
(a) free of errors;
(b) consistent with the treatment of similar data from different time periods when making the same estimation; (c) recorded in a consistent manner over time; and (d) recorded in a timely manner.
Part I: Short-term insurance (clauses 12 to 16)
Valuation of technical liabilities: registered short-term insurers and reinsurers
12. (1) The valuator of a registered short-term insurer or registered reinsurer must value the
following liabilities and explain the methods used in the valuation:
(a) Outstanding Claims Reserve (OCR);
(b) Incurred But Not Reported Reserve (IBNR).
(c) Unearned Premium Reserve (UPR);
Unexpired Risk Reserve (URR); and
(2) A liability for allocated claims handling costs must be taken into account, either separately or as part of the other liabilities specified in sub-clause (1).

22 Government Gazette 22 December 2021 7713
(3) The actuarial best estimate of technical liabilities must be calculated on both a gross basis and net of outward reinsurance basis. (4) The calculation of the actuarial best estimate must be gross of reinsurance receivables with the value of expected reinsurance recoveries being shown as an asset. (5) The calculation of the technical liabilities must be based on an accident year basis. Where necessary, the underwriting year basis may be used to calculate technical liabilities then apportion to the appropriate accident year. Outstanding Claims Reserve (OCR)
13. (1) The Outstanding Claims Reserve (OCR) is the amount of the reserve set up in
respect of liability for all reported outstanding claims that the insurer or reinsurer knows about at the valuation date. (2) Where the amounts of outstanding claims of the registered insurers or registered reinsurer are known, the amount is to be provided in full. (3) Where the amounts of outstanding claims can be reasonably estimated, the registered insurer or registered reinsurer may follow the case by case method after taking into account the explicit allowance for changes in the settlement pattern or average claim amounts, expenses and inflation, etc. Incurred But Not Reported Reserve (IBNR)
14. (1) Reserves must cover liabilities for both -
(a) “true” or “pure” IBNR reserves which are claims that have been incurred but have not yet been reported to the registered insurer or registered reinsurer; (b) and Incurred But Not Enough Reported (IBNER) claims, which are expected changes in the estimated amount of the reported claims (decreases or increases) and does not include changes in the true IBNR. (2) It is not necessary to establish separate liabilities for IBNR and for IBNER so long as the method used will take into account both elements. (3) The method used to calculate the liabilities must be appropriate to the nature of the business and claims development pattern. (4) The valuator must provide adequate explanation regarding the method adopted and the method must be consistent from year to year. (5) In case the valuator decides to change the method previously adopted, sufficient explanation on the reason and impact need to be provided and the new method has to be approved by NAMFISA prior to adoption. (6) Where the registered insurer or registered reinsurer does not have enough data, the simplified method illustrated in Schedule 1 must be used. Where the valuator is of the view that the simplified method is not appropriate for the class of business, then they can use a method they deem to be suitable and give an explanation on the choice of the method used. Unearned Premium Reserve (UPR)
15. (1) Unearned Premium Reserve (UPR) is the amount set aside from premiums written
before the valuation date to cover risks incurred after that date, and is calculated net of commission. (2) The UPR must be calculated using methods that are appropriate to the policy and -

7713 Government Gazette 22 December 2021 23
(a) in respect of fairly standard policies, standard methods such as the 365ths or 24ths methods should be used; and (b) the method used must take into account the terms of the policy and must be explained in the actuarial report. a. In the case where the date of initiation of a policy is different from date of initiation of risk or attachment of risk, UPR must be considered from the date of initiation of the risk. (3) The reserve for cash-back bonuses may be added to form part of the UPR or it may form part of the URR. Additional Unexpired Risk Reserve (AURR)
16. (1) If a registered short-term insurer or registered short-term reinsurer considers that
its UPR is inadequate to cover future liabilities, it may create an AURR to cover the shortfall in the UPR. (2) The excess of the URR over the UPR, net of Deferred Acquisition Cost (DAC), is the Additional Unexpired Risk Reserve (AURR). (3) Unexpired Risk Reserve (URR) is the amount needed to cover the claims and expenses that are expected to emerge from an unexpired period of cover. (4) URR must be based on the expected future outflows (claims and expenses) less any premiums receivable.
Part II: Long-term Insurance (clause 17)
Valuation of technical liabilities for registered long-term insurers and reinsurers
17. (1) The valuation of technical liabilities for registered long-term insurers and registered
long- term reinsurers must follow the “Financial Soundness Valuation of Liabilities” described in the Society of Actuaries of Namibia’s Standard of Actuarial Practice professional guidance note, NSAP 104. (2) Compliance with NSAP 104 of the Society of Actuaries of Namibia is mandatory for valuators performing valuations of registered long term insurers and reinsurers for the purposes of Capital Adequacy Requirement reporting.
Part III: Requirements for both registered long-term and registered short-term insurers and
reinsurers (clauses 18 to 25)
Valuation of Assets
18. (1) Assets must be valued at fair value except where the Standard says otherwise.
(2) Fair value is the amount for which the asset can be exchanged between knowledgeable and willing parties in an arm’s length transaction. This means quoted market prices must be used, alternatively, a mark to model valuation must be used if quoted market prices are not available. (3) The expected value of the reinsurance recoveries may be shown as an asset on the balance sheet or as a reduction in the technical liabilities. (4) Only the paid up share capital (ordinary and preference shares) and retained earnings of the registered insurer or registered reinsurer must be used to cover the Minimum Capital Requirement Floor (MCRF).

24 Government Gazette 22 December 2021 7713
Assets which are inadmissible for the purpose of statutory valuation
19. For the purpose of meeting the Capital Adequacy Requirement, the following assets
are unsuitable for inclusion (these are also unsuitable for backing technical and other liabilities) - (a) own shares directly held by the registered insurer or registered reinsurer in the situation where the registered insurer or registered reinsurer has bought and is holding its own shares, thereby reducing the amount of capital available to absorb losses in a going concern or wind-up scenario; (b) intangible assets, such as goodwill, whose realisable value may be uncertain even during normal business conditions and may have no significant marketable value in a wind-up scenario; (c) future income tax credits whereby such credits may only be realisable if there are future taxable profits, which is improbable in the event of insolvency or a wind-up scenario; (d) assets derived under some accounting models in which certain items regarding future income are included implicitly or explicitly as asset values, which future income, in the event of a wind-up scenario, may be reduced; (e) equity investments in, and subordinated loans to, other registered insurers or registered reinsurers which are in excess of 10% of the total assets; (f) reciprocal cross holdings in the common shares of banking institutions and financial institutions: Reciprocal cross holdings in common shares (e.g. Insurer A holds shares of Insurer B and Insurer B in return holds shares of Insurer A also known as back-to-back placements, that are designed to artificially inflate the capital position of institutions must be fully deducted from capital available); (g) premium receivables older than four months excluding reinsurance recoveries; (h) intercompany loans that are issued at terms which are not market related; and (i) an amount representing a negative liability in respect of a long-term policy in terms of which the registered long-term insurer or registered long-term reinsurer concerned provides or undertakes to provide a policy benefit, provided that this clause shall not be construed as precluding the deduction of a negative liability in respect of a long-term policy from liabilities. Valuation of group undertakings
20. (1) The value of a group undertaking must be limited to the percentage of shareholding
or other ownership interest of the registered insurer or registered reinsurer in the group undertaking multiplied by the lower of fair value or net asset value of the group undertaking. (2) If the group undertaking is listed, the value referred to in sub-clause (1) may be increased by A multiplied by B, where - A equals Max (fair value- net asset value,0); and B equals Min (20%, percentage of holding by insure in group undertaking). (3) Notwithstanding sub-clause (1), if the group undertaking is not a financial institution and banking institution, and its fair value is less than 0.25% of the value of the liabilities of the registered insurer or registered reinsurer, it may be valued at fair value. (4) If there is more than one group undertaking as contemplated in sub-clause (3), each may be valued at fair value on condition that their combined fair value is not more than 2.5% of the liabilities of the registered insurer or registered reinsurer. If the combined fair value is more than

7713 Government Gazette 22 December 2021 25
2.5% of the value of the liabilities of the registered insurer or registered reinsurer, only so many of them selected by the registered insurer or registered reinsurer, as will have a combined fair value of not more than 2.5% of the liabilities of the registered insurer or registered reinsurer may be valued at fair value, with the remaining to be valued as required by sub-clause (1). (5) If the registered insurer or registered reinsurer holds securities, directly or indirectly, in its holding company, the value of these securities must for the purpose of this valuation be limited to 5% of liabilities if the holding company is listed, or nil if the holding company is not listed. (6) Sub-clause (5) applies also where the registered insurer or registered reinsurer, directly, or indirectly through a subsidiary or trust, holds shares in its holding company under a share incentive scheme linked to shares in its holding company. (7) Sub-clause (5) does not apply where the registered insurer or registered reinsurer holds shares in its holding company under a collective investment scheme, an index-based investment scheme or any similar investment scheme that is recognised generally by the international community of institutional investors. (8) If a registered insurer or registered reinsurer has a cell in another registered insurer or registered reinsurer, the value of those shares must for the purposes of valuation be limited to the fair value of the admissible assets held in the cell, less the sum of the value of its liabilities and its capital requirement as reported by the insurer (that issued the cell) in respect of that cell. (9) If a negative asset value is reported in sub-clause (8) and the shareholders’ agreement provides that the registered insurer or registered reinsurer that owns the cell is accountable for losses and/or solvency, a liability must be raised for the full negative net asset value. Net asset value of a group undertaking
21. (1) If the group undertaking is a financial institution, the net asset value of the group
undertaking is the value of its assets, less the sum of the value of its liabilities and its capital requirement The capital requirement must be calculated as required by the regulatory authority concerned. (2) If the group undertaking is a company, and its main business is insurance or reinsurance, the registered insurer or registered reinsurer must, in calculating the net asset values, exclude so much of its capital and reserves as shareholders, other than the insurer or reinsurer, may withdraw in cash when they cease to be shareholders, in terms of the articles of association of, or a contract with, the group undertaking. (3) In other cases, the net asset value of the group undertaking is the value of its assets, less the value of its liabilities. (4) If the group undertaking carries on most of its business in Namibia, the net asset values must be calculated in accordance with the Generally Accepted Accounting Practice in Namibia. (5) If the group undertaking carries on most of its business in another country, the net asset value must be calculated in accordance with accounting standards generally accepted in that country. (6) In calculating the net asset values, the inadmissible assets specified in Standard INS.S.2.1 must be excluded, to the extent that, according to the registered insurer or registered reinsurer, they can be ascertained with reasonable effort and are material. General requirements
22. (1) Generally, the valuation method of the assets and liabilities of a registered insurer or
registered reinsurer and the approach taken must, at a minimum, consider the following - (a) assets and liabilities must be valued on a consistent basis to obtain a meaningful insight into the solvency position of the insurer or reinsurer and to understand the financial position of the insurer or reinsurer relative to that of other insurers or reinsurers;

26 Government Gazette 22 December 2021 7713
(b) valuation of assets and liabilities must be determined in a reliable, and, transparent manner and must take into account the relevant Namibian accounting and actuarial standards, as well as relevant regional industry and international best practice. ; (c) all reasonable steps must be taken to ensure that all data provided by the insurer or reinsurer for the purpose of valuation of technical liabilities is appropriate and sufficient for the specified purpose; and (d) recognition of insurance contracts - (i) an insurance obligation must be deemed as “existing” and therefore included in the valuation of technical liabilities upon entering into a binding contract, that is, an insurance liability (or a part of an insurance liability) must not be derecognised until it is extinguished (i.e. until the obligation giving rise to the liability expires or is discharged or cancelled); and (ii) even though reinsurance covering the liability (or part of the liability) has been purchased, in which case the liability must not be derecognised unless the purchase of reinsurance results in the discharge, novation or cancellation of the obligation giving rise to the liability. (2) The valuator - (a) in calculating the present value of a long-term insurance liability, must use a discount rate that is an actuarial best estimate of the yield expected to be earned by assets that are sufficient in value and appropriate in nature to cover the liabilities for the liability being discounted; and (b) in its approach to estimating a suitable yield for the discount rate, must have adequate regard to the profile of the assets backing the liabilities (for asset-liability matching purposes). (3) The determination of the valuation of assets and liabilities must be aligned with generally accepted actuarial practices. NAMFISA’s powers to change valuation method
23. (1) Where NAMFISA is of the opinion that any asset value or any liability value used
by a registered insurer or registered reinsurer in the determination of its position with respect to the Capital Adequacy Requirement applicable to it - (a) does not comply with the requirements of this Standard or any general standards, guidelines, bulletins or rules that NAMFISA may have issued with respect to valuation methods and approaches pertaining to that particular category of assets or liabilities; or (b) does not represent a value that is appropriate for the purpose of assessing the financial position of the registered insurer or registered reinsurer for statutory purposes, NAMFISA may take any of the actions referred to in sub-clause (2). (2) The actions NAMFISA may take pursuant to sub-clause (1) are - (a) direct that the registered insurer or registered reinsurer follow a specified valuation method for the valuation of the assets or liabilities in question after consultation with an independent valuator; or (b) at the expense of the registered insurer or registered reinsurer, appoint an independent valuator or other expert having particular expertise in the valuation area concerned, to determine a value that will be used for the purposes of ascertaining the position of the registered insurer or registered reinsurer with respect to the capital adequacy requirement.

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Responsibility for financial condition valuations
24. (1) The board of a registered insurer or registered reinsurer has the responsibility of
ensuring that the financial condition of the registered insurer or registered reinsurer is investigated and reported upon by a valuator, and must deposit a copy of such a report with NAMFISA. (2) The valuator of a registered insurer or registered reinsurer is responsible for performing or reviewing all aspects of the calculations of the technical liabilities to ensure that the calculations are complete and accurate and must report such findings to the board of the insurer or reinsurer. (3) The valuator - (a) must determine and certify the technical liabilities of the registered insurer or registered reinsurer; (b) must assess the quality of the data which is used for the calculation of the technical liabilities. SUPPORTING SCHEDULE The following supporting schedule is attached to and forms part of this Standard:
Schedule: Simplified method for calculating of IBNR
SCHEDULE
Simplified method for calculating IBNR
The following method must be used where there is insufficient data to use standard actuarial methods, such as the chain ladder, to calculate the IBNR reserves:
k represents each of the seven classes of short-term insurance business listed in Table 1; i represents each of the six development factors periods (0 to 5) listed in Table 1; j represents the year in which the amount is calculated; NEPk,j-i represents the total amount of net earned premiums (exclusive of VAT and reduced by amount of reinsurance premiums paid in respect of those policies) under policies entered into in the 12 months immediately preceding the day on which the calculation is issued in year j-i disregarding exchange rate movements from previous periods; and fk,i represents the calibrated factors listed in Table 1. Table1: IBNR Factors Class of business k Factors per development period in percentage (%) 0 1 2 3 4 5 Marine 7.20 1.31 0.30 0.12 0.09 0.09 Aviation 7.20 1.31 0.30 0.12 0.09 0.09 Guarantee 16.32 5.00 1.78 0.86 0.60 0.53 Personal 5.98 0.88 0.15 0.04 0.03 0.02

28 Government Gazette 22 December 2021 7713
Miscellaneous 7.18 1.17 0.25 0.11 0.09 0.08
Vehicles 3.43 0.47 0.09 0.04 0.03 0.03
Fire 5.98 0.88 0.15 0.04 0.03 0.02
Example:
The example below illustrates a registered insurer who operates only 2 classes of short-term insurance business, namely vehicle and fire. The vehicle business commenced in 2010 while the fire business commenced in 2012. Table 2 shows the net earned premium for the registered insurer over the past six years:
Table 2: Net earned premium for the 2 classes of business
Year Net Earned premium (N$ million)
Vehicles Fire
2015 160 100
2014 120 90
2013 130 95
2012 100 80
2011 90 0
2010 80 0
Tables 3 and 4 shows how IBNR for the two classes of short-term insurance business is calculated using the net premiums in Table 2:
Table 3: IBNR for Vehicles business
Development period 0 1 2 3 4 5
Year 2015 2014 2013 2012 2011 2010
Development factors 3.43% 0.47% 0.09% 0.04% 0.03% 0.03% Net premium 160 120 130 100 90 80 Resultant IBNR (NEP multiplied by the factor)
5.488 0.564 0.117 0.040 0.027 0.024
Total IBNR for vehicle business is 5.488+0.564+0.117+0.040+0.027+0.024 = N$6.26 million
Table 4: IBNR for Fire business
Development period 0 1 2 3 4 5
Year 2015 2014 2013 2012 2011 2010
Development factors 6.62% 2.90% 1.92% 1.67% 1.60% 1.58% Net premium 100 90 95 80 Resultant IBNR (NEP multiplied by the factor)
6.620 2.610 1.824 1.336 - -
Total IBNR for Fire business is 6.260+2.610+1.824+1.336 = N$12.390 million The total IBNR for the insurer as at the 2015 year end is N$12.390+N$6.26 = N$18.650

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FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
INSURANCE
MANNER AND FORM OF APPLICATION FOR REGISTRATION OF INSURERS AND REINSURERS AND THE MANNER IN WHICH NAMFISA MAY APPROVE ADDITIONAL CLASSES OF LONG-TERM INSURANCE BUSINESS AND ADDITIONAL CLASSES OF SHORT-TERM INSURANCE BUSINESS FOR THE PURPOSES OF SECTION 8; Standard No. INS.S.2.3 issued by NAMFISA under sections 9(2), 410(3)(bb) and 410(3)(dd) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; and (b) “NAMFISA ERS” means the Electronic Regulatory System which facilitates communication between NAMFISA and financial institutions. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(a) as defined in section 1 of the Act -
(i) actuary;
(ii) auditor;
(iii) document;
(iv) entity;
(v) financial instituions;
(vi) financial year;
(vii) NAMFISA;
(viii) principal officer;
(b) as defined in section 4 of the Act -
(i) capital adequacy requirement;
(ii) class;
(iii) insurer;
(iv) reinsurer;
(v) registered insurer; and
(vi) registered reinsurer.
Applicability
This Standard applies to all public companies applying for registration as insurers or reinsurers and the manner in which NAMFISA may approve additional classes of long-term insurance business and additional classes of short-term insurance business for the purposes of section 8 (hereinafter
referred to as “applicants”).

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Application to be made to NAMFISA
3. An application for registration as an insurer or reinsurer or the manner in which NAMFISA
may approve additional classes of long-term insurance business and additional classes of short-term insurance business for the purposes of section 8; must be made to NAMFISA in accordance with clause 4. Particulars to be furnished upon application
4. For the purposes of sub-section 9(2) of the Act, an application by a public company for
registration as an insurer or reinsurer and for purposes of sub-section 410(3)(bb) of the Act, an application by a registered insurer or reinsurer must - (a) be in writing as specified in Schedule 1, FORM A, titled Application letter; (b) set out particulars specified in Schedule 2, FORM B, titled Application form,
Schedule 3 FORM C, titled Business plan and Actuarial template and Schedule 4,
FORM D, titled Fit and Proper Requirements;
(c) be accompanied by the information and documents specified in section 10 of the Act; (d) be signed by the principal officer or any other person duly authorised to represent the applicant; (e) be accompanied by a list ofist(s) ed on nce on legal term to be used NAMFISA ERS user(s) nominees as set out under Schedule 5 FORM E, titled NAMFISA ERS Nomination form; (f) provide proof of public notice required in terms of section 9(3) of the Act; and (f) provide proof that the application fee has been paid.
5. Applicants must disclose information as required in the application forms (per attached
Schedules) supported by the necessary accompanying documents.
6. (1) An application, not complete in all respects and not conforming to the instructions
specified in Schedules 2, 3 and 4 and this Standard, may be rejected on the basis of being non-compliant with this Standard. (2) In instances where the application is deemed not complete, NAMFISA must give the applicant the opportunity to provide the required information to complete the application. The required information must be provided within 7 working days, failing which the application shall be rejected.
7. Notwithstanding clause 4, nothing shall prevent NAMFISA from seeking additional
information and/or documents as may be reasonably necessary for processing of the application for registration.
8. The applicant or its duly authorised representative2
may, if so required, be called to appear before NAMFISA for a personal representation in connection with an application. Documents to accompany the application
9. (1) The applicant must submit the documents listed in Schedule 2, FORM B including
the following:
2
Applicant to attach the original copy of letter or document of authorisation

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(a) company status report (shareholders, board of directors, auditors, secretary etc); (b) proof that the insurer or reinsurer has published the notice required in terms of
section 9(3) of the Act; and
(e) a business plan projecting, in respect of section 10(1)(f) of the Act - (i) a 3 year business plan containing the information as per Schedule 2; and (ii) an actuarial report containing the information as per Schedule 2. (2) Where the applicant is part of a group, the applicant must submit - (a) its corporate and group structure, indicating the whole group (inclusive of insurance legal entities, other entities and non-regulated entities); and (b) information on the type of related party transactions with relationships between all material entities within the group, ownership, board and management and corporate governance. (3) The applicant must also provide information in the business plan to demonstrate the appropriateness of its systems of risk management and internal controls, including contracts with affiliates, outsourcing arrangements, information technology systems, policies and procedures. (4) The applicant must provide proof that they meet the minimum capital requirements as set out in Standard No. INS.S.2.1- Capital Adequacy. Fit and Proper requirements
10. The applicant’s appointed directors, principal officer and related key persons must complete
the Form attached hereto as Schedule 4, FORM D entitled Fit and Proper Requirements and comply with the Standard No. GEN.S.10.2 - Fit and Proper Standard. Assessing criteria
11. (1) NAMFISA may rely on the following when assessing an application -
(a) audits by external bodies;
(b) actuarial reports; and
(c) in the case of foreign subsidiaries, the opinion of other supervisors. (2) Notwithstanding sub-clause (1), NAMFISA may consider any other source, person, report or opinion deemed expedient and apply its own judgment in making the final decision on the application. (3) Before placing reliance on reports and opinions referred to in sub-clauses (1) and (2), NAMFISA should consider - (a) whether the external auditors, actuaries and persons have the necessary expertise and experience to perform the roles; and (b) their independence from the applicant and the consideration they give to the protection of policyholders’ interests. General requirements
12. The applicant must meet the minimum capital requirements as set out in Standard No.
INS.S.2.1- Capital Adequacy.

32 Government Gazette 22 December 2021 7713
13. Where an applicant may need approval under other relevant legislation, it is the applicant’s
responsibility to ensure that all of the relevant approvals are obtained before application is made, where relevant, or prior to the commencement of insurance business operations. Submission
14. An application must be completed in hard copies, signed by the principal officer of the
registered insurer or reinsurer or a duly authorised representative of the applicant and submitted manually and electronically to NAMFISA together with supporting documents to - (a) the designated NAMFISA ERS user account; and (b) NAMFISA using either the postal or physical address. SUPPORTING SCHEDULES The following supporting schedules are attached to and form part of this Standard:
Schedule 1: FORM A - Application letter
Schedule 2: FORM B - Application form
Schedule 3: FORM C - Business plan and Actuarial template
Schedule 4: FORM D - Fit and Proper Requirements
Schedule 5: FORM E - NAMFISA ERS nomination form

7713 Government Gazette 22 December 2021 33
SCHEDULE 1
FORM A
APPLICATION LETTER
(To be completed in duplicate)
APPLICATION FOR REGISTRATION AS AN INSURER OR REINSURER/ APPLICATION FOR ADDITIONAL CLASS(ES) OF INSURANCE (Delete whiechever not applicable) In terms of section 9 or 410(3)(bb) of the Financial Institutions And Markets Act of 2021 (Act No.2 of 2021) (“the Act”) -

I, the undersigned, being the Principal Officer or authorised person of ………………………………
duly empowered thereto as per the annexure hereto3 , hereby apply for the registration of the said public company as an insurer/reinsurer (delete the one not applicable) to carry out, in Namibia, the following class(es) of insurance business, as defined in terms of section 8 of the Act:
(a) …………………………………………………………………
(b) …………………………………………………………………
(c) …………………………………………………………………
(d) …………………………………………………………………
(e) …………………………………………………………………
I submit with this application all the required documents in terms of this Standard.
The proof of registration fee of N$…………………. as determined in terms of Standard
GEN.S.10.23 is enclosed with the application.
………….……………………………………………
Signature (Principal Officer or authorised person) Date: ………….…………………………………… Place: ………….…………………………………… 2 Applicant to attach the original copy of letter or document of authorisation

34 Government Gazette 22 December 2021 7713
SCHEDULE 2
FORM B
APPLICATION FOR REGISTRATION AS AN INSURER OR REINSURER I/ We the undersigned, do hereby apply for registration to carry on short-term or long-term (tick applicable one) insurance business in Namibia as an insurer or reinsure (delete the one not applicable) in terms of section 9 or 410(3)(bb) of the Financial Institutions And Markets Act, 2021 (Act No.2 of 2021) (“the Act”).

COMPANY INFORMATION
a) Name(s) of the Company: …………………………………………………………………… b) Registration No: ………………………………………………………………...…………… c) Income Tax No: ………………………………………………………………..…………….. d) VAT No: …………………….……………………………………………………………….. e) Financial Year End: …………………………………………………………….……………
COMPANY CONTACT DETAILS
a) Physical Address (Principal Office): …………………………………………....…………....
b) Postal Address: …………………………………………………………………..…………... c) Tel No: …………………………………………………………………………….…………. d) Fax No: ………………………………………………………………………........…………. e) Email Address: ………………………………………………………………………………. f) Website: ………………………………………………………………………………………
CLASS(ES) OF INSURANCE TO BE REGISTERED
A. SHORT-TERM INSURANCE OR REINSURANCE
(1) Fire
(a) Fire and natural forces
(b) Miscellaneous financial loss
(2) Marine
(a) Ships
(b) Liability for ships
(3) Aviation
(a) Aircraft
(b) Liability for aircraft
(4) Vehicles
(a) Land vehicles
(b) Liability for motor vehicles
(5) Guarantee
(6) Miscellaneous
(a) Personal accident
(b) Sickness as defined in the regulations
(c) General liability
(d) Damage to property
(e) Goods in transit

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(f) Credit
(g) Railway rolling stock
(h) Legal expenses
(i) Expropriation and confiscation of property (7) Personal B. LONG-TERM INSURANCE OR REINSURANCE (1) disability insurance business (2) fund insurance business (3) funeral insurance business (4) health insurance business (5) life insurance business (6) sinking fund insurance business
4. APPOINTED PRINCIPAL OFFICER
(1) PERSONAL DETAILS
First Names: …………………………………………………………………………………………..
Surname: ………………………………………………………………………….……………….….
ID / Passport No.: ……………………………………………………………………………………..
Nationality: ………………………………………………………………………..………………….
Physical Address: ……………………………………………………………………………………..
Postal Address: ………………………………………………………………………………………..
Tel. Work: ……………………………………………………………………………………………..
Fax No: …………………………………………………………………................…………………..
Email Address: ……………………………………………………………............…………………..
(2) EMPLOYMENT HISTORY
Current Employer: ………………………………………………………………..…………………..
Date of Employment: ………………….……………………………………………………………..
Position: ………………………………………………………………………….…………………..
Previous Employer: …………………………………………………………………………………..
Period at previous employment: ………………………………………….....…………………..…… Position at previous employment: …………………………………………………………………..….. (3) EDUCATIONAL BACKGROUND (a) Secondary Education School Name: ………………………………………………………………………………… Highest Qualification obtained: ……………………………………………………………… Year: …………………………………………………………………………………………. (b) Tertiary Education College/University Name: ……………………………………………………….…………... Highest Qualification Obtained: ………………………………………………….…………… Year: ……………………………………………………………………………….………… (c) Additional Training Course (s)
Institution Name: ………………………………………………………………………….....

36 Government Gazette 22 December 2021 7713
Qualification Obtained: ………………………………………………………….…………… Year: ………………………………………………………………………………………….
(d) Code of Conduct not older than 12 months/ Police Clearance Certificate No ...........
5. DETAILS OF THE COMPANY’S ACTUARY
Full Names : ………………………………………………………………………….………
Tel. No.: …………………………………………………………………………….………...
Fax. No.: …………………………………………………………………………….……......
Email Address: ………………………………………………………………….....………… Name of the Actuary’s Association: ………………………………………………..……… Actuary’s Association Tel: ………………………………………………..…………...…….. Actuary’s Association Email address: …………………………………………..………….. Educational and Professional qualifications: ……………………………………………….. Membership No.: ……………………………………………………………………………..
6. DETAILS OF THE COMPANY’S AUDITORS
Full Names: ………………………………………………………………………..…………
Tel. No.: ………………………………………………………………………………………
Fax. No.: ……………………………………………………………………………………...
Email Address: ……………………………………………………………………………….
Name of the Auditors or Auditors Association: ………………………………………….......
Membership No.: ………………………………………………………………….…………
7. BOARD OF DIRECTORS
Initials & Surname Date appointed Position
8. Attachments
(1) Proof of registration fee paid in terms of Standard GEN.S.10.23 (2) Original Certified copies of the following latest and updated company documents: (every page of these documents to be certified) (a) Memorandum of Association (CM2), in duplicate and signed. (The objectives must clearly include and comply with those set out in terms of section 10 (3) of the Act) (b) Application for reservation of name (CM5) (c) Articles of Association (CM44)

7713 Government Gazette 22 December 2021 37
(d) Certificate of Incorporation (CM1)
(e) Certificate to commence business (CM46)
(f) Certificate of change of name of company (CM9) (g) Notice of registered office (CM22) (h) Contents of Directors register (CM29) (i) Special Resolutions with regard to above company documents (CM26) (j) Notice of consent to appoint, change of name or resignation of auditor or removal of auditor (CM31) (3) List of Directors (and all requirements as listed below for key persons) (4) Detailed List of Shareholders & shareholding structure (Group Structure) up to the ultimate natural person/Trust in the group (with 20% shares or more) (5) (a) Trusts within the shareholding structure (Group Structure where the Trust owns 20% shares or more, the applicant must provide original certified copies of)4 :

Trust deed indicating the names of the beneficiaries • Trust certificate from Master of the Court clearly indicating natural
person trustees
(6) Certified copy of Shareholders Agreements (between applicant and its direct shareholders) (7) Certified copies of Share Certificates (valid and cancelled)(direct shareholders of applicant) (8) Certified copy of Proof of Required Paid-up Share Capital (applicant’s Bank statement clearly indicating capital funds received) (9) Certified copy of detailed information on sources of funds (original sources of how funds/ income is generated/obtained e.g. dividends pay out, Board Resolution, fund/investments statements, contract agreement validating income) (10) Certified copy of Treasury Deposits or alternative Securities approved by NAMFISA/Original bank guarantee (11) Re-insurance Treaty(ies)/ letters of intent from the reinsurer(s) (including credit rating of respective reinsurer(s)) (12) Sample of Insurance Contract per product in business plan (13) Certified copy of Municipality Certificate of Registration or /of Fitness (14) Certified copy of Financial Intelligence Act 13 of 2012 (FIA) compliance policy of the applicant 4 where minority shareholders have influence, documents may also be requested.

38 Government Gazette 22 December 2021 7713
(15) Completed FIA compliance questionnaire
(The questionnaire should be initialled on each page by a Commissioner of Oaths, or Notary Public if applicant is residing outside Namibia)5 (16) Completed Fit and Proper questionnaire of the applicant in terms of
Schedule 4 (Legal persons)
Principal Officer (PO)
(17) Abridge Curriculum Vitae of Principal Officer (18) Address of Principal Officer (19) Certified copy of Residence Permit or work permit, if not Namibian (20) Certified Police Clearance Certificate or receipt from all countries where the Principal Officer resided in, in the last 10 years6 (21) (a) Certified copy(ies) of Educational Qualifications (The Principal Officer should possess minimum Tertiary Education qualification in insurance, finance, economics and law from an institution accredited by Namibia Qualification Authority with minimum 5 years senior and/or executive managerial experience OR any other relevant expertise or experience in insurance deemed appropriate by NAMFISA.) (attach proof of his or her elevant experience, including but not limited to reference letters from previous employers or clients or certificates of service from previous employers, or in the absence thereof, a declaration under oath confirming his or her relevant experience) (22) Certified copy(ies) of Identity Document /Passport (23) Completed Fit and Proper questionnaire (natural person) in terms of
Schedule 4 (The questionnaire should be initialled on each page by the
Commissioner of Oaths, or Notary Public where applicant resides outside Namibia. See footnote 1) Key person7 (including Director(s), Shareholder(s) and/or a Manager(s) (24) Abridged Curriculum Vitae(s) (CV) of Key persons (natural persons) (25) Certificate of service for Directors (applicable for applicant with past experience only) (26) Certified copies of each Key person’s Identity Document /Passport (natural persons) (27) Certified copies of each Key person’s Educational Qualifications (natural persons), Directors should possess minimum Grade 12 certificate OR ability to demonstrate and possess experience in terms of governance and/ or executive management8 OR minimum 5 years managerial experience; Senior management 5 No in-house commissioners are allowed in terms Regulation 7 of Justices of Peace and Commissioners of Oaths Act 1963(Act 16 of 1963 6 The Police clearance certificate should not be older than a year. 7 Key persons are those individuals with the ability to control a regulated institution in terms of AML and/or those individuals holding more than 20% of thecompany’s voting rights, or who hold senior management positions, e.g. CEO, etc. 8 The applicant should provide details under Schedule 4 Fit & Proper questionnaire section C by disclosing in the letter of service and or sworn in affidavit that they possess the ability and necessary experience in terms of governance and/ or executive management.

7713 Government Gazette 22 December 2021 39 should possess minimum Tertiary Education qualification in insurance, finance, economics or law from an institution accredited by Namibia Qualification Authority OR other relevant expertise or experience in insurance deemed appropriate by NAMFISA with minimum 3 years managerial experience9 (28) Copy of each Key person’s proof of residence or work permit (where applicant resides outside Namibia) (29) Completed Fit and Proper questionnaire of each Key person (natural persons, including those with 20% and more control of the entity)10 (30) Completed Fit and Proper questionnaire of each Key person (Legal persons - legal shareholders)11 (31) Certificate of Conduct (COC) / Police clearance certificate or receipt of each Key person from all countries (where they have resided in, in the last 10 years)12 9 The applicant should provide details under Schedule 4 Fit & Proper questionnaire section C by disclosing in the letter of service and or sworn in affidavit that they possess the ability and necessary experience in terms of governance and/ or executive management. 10 The questionnaire should be initialled on each page by the Commissioner of Oath, or Notary Public if applicant is residing outside Namibia. (No in-house Commissioners of Oath are allowed.) 11 Supra 12 NOTE: COC’S should not be more than 12 months old. (Receipt of application for COC accepted upon application must be submitted within 6 months from registration.)

40 Government Gazette 22 December 2021 7713
SCHEDULE 3
FORM C
BUSINESS PLAN AND ACTURIAL REPORT

Business Plan Requirements
Business Plan with 3 years financial projections with detailed explanations of assumptions applied including but not limited to the following:
(1) Introduction
(a) background
(b) limitations
(c) financial and risk analysis
(2) Proposed product(s)
(a) cover
(b) premiums
(c) target market/s
(3) Business Strategy for a minimum period of 3 years (4) Areas of risk and uncertainty (a) premium rates/estimates (b) claims assumptions (high or low) (c) risk of increasing claims frequency (d) risk of increasing claims severity (e) policy wording (f) sales volumes (g) investment/s (5) Financial projections assumptions (stress testing) (a) sales volumes (b) future sales growth (c) investment returns (d) claims experience (e) inflation (f) sales expenses (g) administration expenses (h) tax rate (i) reinsurance (j) claims reserve (6) Information Technology (IT) – a description of the applicant’s proposed IT environment and a risk assessment of the IT operations (7) Analysis of competitors showing both challenges and opportunities, and plans to address them (8) The reasons why the applicant believes it will be successful, and the overall growth strategy for achieving this success, including a discussion of key assumptions (9) Projection results - (a) base projections or assumptions (b) sensitivity analysis or Stress testing with contingency plans addressing the worst case and other adverse scenarios (10)Where applicable reliance on out of country (group/other) services and reasons for such reliance

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(11) Human capital outline
(12) Conclusion - signed by actuary
2. Actuarial Report Requirements
Certified and signed Actuarial Report and review of business plan including but not limited to the following information:
(1) Scope
(2) Background of the product(s)
(3) Analysis -
(a) sensitivity analysis
(b) financial viability
(c) critical assumptions and methods
(4) Details of the Product -
(a) proposed product
(b) distribution channels
(c) benefits of the product
(d) underwriting administration
(e) expenses on product
(f) reinsurance
(g) premium rates
(5) Actuarial projections -
(a) claims experience analysis
(b) mortality rates
(c) premium rates/ pricing philosophy
(d) base projection/assumptions
(e) technical liabilities
(f) capital requirements
(6) Risk management policy statement (brief summary of Policies, Procedures and Risk Management Controls) (7) Reinsurance management strategy (8) Conclusion – signed by actuary
3. Principal Officer’s Declaration:
I hereby warrant that I have not been convicted by any court of any offence involving dishonesty, fraud, negligence or of an offence in terms of the Long-Term Insurance Act 5 of 1998, Short-Term Insurance Act 4 of 1998, Financial Institution And Markets Act 2021 (No. 2 of
2021) or any other law that regulates institutions in the financial sector for which I was imprisoned or fined.
By signing the document I confirm that:
(1) the insurance business will be conducted in Namibia in compliance with the Act and; (2) will adhere to the requirements & conditions stated in this application form; and (3) all the above information is true and accurate and can be relied on and that I will disclose all necessary material information that may be required by NAMFISA. Where such information completed in this document, is incorrectly given or partially disclosed to NAMFISA, I accept that, I may be liable for prosecution. Full Names: ………………………………………..…………. Signature: ………………………………………..…………… Date: ………………………………………………….………. Place: …………………………………………………..……...

42 Government Gazette 22 December 2021 7713
SCHEDULE 4
FORM D
NATURAL PERSONS FIT AND PROPER (FAP) REQUIREMENTS QUESTIONNAIRE:
LONG & SHORT-TERM INSURERS/REINSURERS (delete whichever is not applicable) Date of submission to NAMFISA: ___________________________________________________ (To be completed by all natural key persons)
SECTION A: (PERSONAL INFORMATION)
(1) Full names: ................................................................................................................................
(2) Previous names: .........................................................................................................................
(3) Current Nationality: ...................................................................................................................
(4) Previous Nationality: .................................................................................................................
(5) Identification number (national identification or Passport number): .........................................
(6) Date of Birth: .............................................................................................................................
(7) In case of a Sole Trader - Certificate for Registration of Defensive Name date and
number: ......................................................................................................................................
(8) Place of Birth: ............................................................................................................................
(9) Residential address/ Principal Place of business: ......................................................................
(10) Postal address: ...........................................................................................................................
(11) Telephone number: ....................................................................................................................
(12) Fax number: ...............................................................................................................................
(13) E-mail address: ..........................................................................................................................
(14) Mobile number: .........................................................................................................................
(15) Occupation: ................................................................................................................................
(16) Source of income: ......................................................................................................................
(17) Nature and location of business (where applicable): .................................................................
(18) Relation to Legal Person: ..........................................................................................................
SECTION B: (HONESTY AND INTEGRITY)
If the answer to any of the questions is yes, provide full details on a separate page and attach certified documents to the form (to be supported with certified copy of Certificate of Conduct issued not longer than 12 months prior to application):

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YES NO
1 Has any adverse finding been made against you within a period of ten years preceding the date of application in any civil or criminal proceedings by a court of law (whether in Namibia or elsewhere), in which you were found to have acted fraudulently, dishonestly, unprofessionally, dishonorably or in breach of a fiduciary duty? 2 Have you within a period of ten years preceding the date of application been found guilty by any professional or financial services industry body (whether in Namibia or elsewhere), of an act of dishonesty, negligence, incompetence or mismanagement? 3 Have you within a period of ten years preceding the date of application been denied membership of any body referred to in question 2 above on account of an act of dishonesty negligence, incompetence or mismanagement? 4 Have you within a period of ten years preceding the date of application been found guilty by any regulatory or supervisory body (whether in Namibia or elsewhere) or has an authorization to carry on business been refused, suspended or withdrawn by any such body on account of an act of dishonesty, negligence, incompetence or mismanagement? 5 Have you at any time prior to the date of application been disqualified or prohibited by any court of law (whether in Namibia or elsewhere) from taking part in the management of any company or other statutorily created, recognized or regulated body, irrespective whether such disqualification has since been lifted or not? 6 Have you been the subject of any investigation or disciplinary proceedings or has administrative action been taken or administrative penalties been imposed by any regulatory authority, professional or government body or agency, an exchange or a self-regulatory organisation (whether in Namibia, or elsewhere)? 7 Have you ever been refused authorization to carry on business by any regulatory body (whether in Namibia or elsewhere), or has such authorization ever been suspended or revoked by any such body, because of negligence, incompetence or mismanagement? 8 Are you subject to an order of a competent court holding you to be mentally unfit or disordered? 9 Have you within a period of ten years preceding the date of application been removed from o r l e f t office on account of misconduct relating to fraud, theft or the misappropriation of money, whether in Namibia or elsewhere? 10 Have you within a period of ten years preceding the date of application been a director or member of a governing body of an entity at the time that such entity has been de- registered in terms of any legislative instrument? 11 Have you within a period of ten years preceding the date of application received a grant of amnesty or free pardon for any offence? 12 Has your estate ever been sequestrated either in Namibia or elsewhere? 13 Have you ever been convicted of an offence or found to be liable under the Financial Intelligence Act, 2012 (Act No. 13 of 2012), and/or the Prevention of Organized Crime Act, 2004 (Act No. 29 of
2004), and/or the Prevention and Combating of Terrorist and Proliferation Activities Act, 2014 (Act No 4 of 2014) and/or any other similar Acts describing similar offences and/or liability in any country? 14 Do you have any additional information, which should be brought to NAMFISA’s attention, which may have an impact on the evaluation, by NAMFISA of your good character and integrity? 15 Have you within a period of five years preceding the date of application been adversely listed on a Credit Bureau (whether in Namibia or elsewhere)? 16 Have you p r e v i o u s l y been appointed as a Principal Officer or Director in the financial services industry? If yes, provide more information, i.e. duration, which company, etc.

44 Government Gazette 22 December 2021 7713
17 Are you involved in other corporate entities as a Director, Shareholder, Member, Trustee, etc? If yes, provide more information, i.e. duration, which corporate entity, etc. 18 Have you ever been disqualified from being a director of a company in terms of
section 225 and section 226 of the Companies Act, 2004 (Act No. 28 of 2004)?
19 Have you been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies of honesty, integrity, fairness or ethical behavior in that management of that business? 20 Are you of bad repute in any business or financial community or any market? 21 Have you been the subject of civil or criminal proceedings or enforcement action, in relation to the management of an entity, or commercial or professional activities, which were determined adversely to the person (including by the person consenting to an order or direction, or giving an undertaking, not to engage in unlawful or improper conduct) and which reflected adversely on the person’s competence, diligence, judgement, honesty or integrity? 22 Have you ever been the subject to any judgment debt that remains outstanding or has not been satisfied within 30 days from date of knowledge? Has any corporate entity in respect of which you are or were a Member, Shareholder, Director, Trustee or officer ever been convicted or an offence or found to be liable under the Financial Intelligence Act, 2012 (Act No. 13 of 2012), and/or the Prevention of Organized Crime Act, 2004 (Act No. 29 of 2004), and/ or the Prevention and Combating of Terrorist and Proliferation Activities Act, 2014 (Act No. 4 of 2014) and/or any other similar Acts describing similar offences and/or liability in any country?
SECTION C: (COMPETENCE)
(1) Qualifications and Training: Certified copies of the qualifications and training to be attached. ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ (2) Experience:
Relevant employment history and/or experience in the industry: To be supported with proof of relevant experience, including but not limited to reference letters from previous employers or clients or certificates of service from previous employers. Enclose detailed Curriculum Vitae (CV) of each Director/Member/Trustee/Partner/Owner/ Key person of the business. ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------

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SECTION C: COMPETENCE – NATURAL PERSON KEY RESPONSIBLE PERSON
Full name(s) of Natural Person Key Responsible Person:
_______________________________________________________________________________ C.1 Training (complete table below):
Qualification Institution Date obtained
C.2 Experience (complete table below):
Relevant employment history and/or experience in the industry: (To be supported with proof of relevant experience, including but not limited to reference letters from previous employers or clients or certificates of service from previous employers). Enclose detailed Curriculum Vitae (CV) of the natural person key responsible person. Position held Employer Contact Details Period DECLARATION BY THE NATURAL KEY PERSON I,____________________________________________ (full names) hereby declare under oath/ affirm as follows:
This statement consists of ___________________ pages, each initialed by me. The content of this statement is true and correct to the best of my knowledge and belief. I undertake that, as long as I continue to be a key person of the registered insurer or registered reinsurer, I will notify NAMFISA of any material changes to, or affecting the completeness or accuracy of, the information supplied to NAMFISA in this statement as soon as possible, but in any event no later than 30 days from the day that the changes come to my attention. I know and understand the content of this declaration. I do not have objections to taking the prescribed oath/affirmation. I consider the prescribed oath/affirmation to be binding on my conscience.

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SIGNATURE OF DEPONENT
I hereby declare that the deponent has sworn to and signed this statement in my presence at on the _______ day of __________________________ 20_____ and he/she declared as follows:
that the facts herein contained fall within his/her personal knowledge and that he/she understands the contents hereof; that he/she has no objection to taking the oath/affirmation; that he/she regards the oath/affirmation as binding on her conscience. COMMISSIONER OF OATHS OR PUBLIC NOTARY FULL NAMES: __________________________________________________________________ CAPACITY: _____________________________________________________________________ ADDRESS: _____________________________________________________________________
SECTION E: INFORMATION - LEGAL PERSON KEY RESPONSIBLE PERSON
E.1 Full registered name: ___________________________________________________________ E.2 Previously registered name(s): ____________________________________________________ E.3 Trading name(s): ______________________________________________________________ E.4 Corporate entity/legal person registration No.: _______________________________________ E.5 Country of registration: _________________________________________________________ E.6 If not incorporated in Namibia please provide description of the corporate entity/legal person:
_______________________________________________________________________________ E.7 Income Tax Registration No. and VAT Registration No., if applicable: ____________________ E.8 Financial year end: _____________________________________________________________ E.9 Nature of business: _____________________________________________________________ E.10 Registered address: ___________________________________________________________ E.11 Principal place of business: _____________________________________________________ E.12 Contact person: ______________________________________________________________ E.13 Postal address: _______________________________________________________________ E.14 Telephone No: _______________________________________________________________ E.15 Fax No: ____________________________________________________________________ E.16 Mobile No: __________________________________________________________________ E.17 Is the corporate entity/legal person subject to financial services regulation in a foreign country or a financial services intermediary?: ______________________________________________ E.18 If yes, which jurisdiction: _______________________________________________________ E.19 Name of foreign regulator(s): ____________________________________________________

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SECTION F: HONESTY AND INTEGRITY – LEGAL PERSON KEY RESPONSIBLE
PERSON
Full name(s) of legal person: ________________________________________________________ If the answer to any of the questions is yes, provide full details on a separate page and attach certified documents to the form:
YES NO
1 Has any adverse finding been made against the legal person within a period of ten years preceding the date of application in any civil or criminal proceedings by a court of law (whether in Namibia or elsewhere), in which the legal person has been found to have acted fraudulently, dishonestly, unprofessionally, dishonorably or in breach of a fiduciary duty? 2 Has the legal person within a period of ten years preceding the date of application, been found guilty by any professional, financial services industry or regulatory body (whether in Namibia or elsewhere), of an act of dishonesty, negligence, incompetence or mismanagement? 3 Has the legal person within a period of ten years preceding the date of application, been denied membership of any body referred to in question 2 above on account of an act of dishonesty, negligence, incompetence or mismanagement? 4 Has the legal person within a period of ten years preceding the date of application, been found guilty by any regulatory or supervisory body (whether in Namibia or elsewhere), or has an authorization to carry on business been refused, suspended or withdrawn by any such body on account of an act of dishonesty, negligence, incompetence or mismanagement? 5 Has the legal person at any time prior to the date of application been disqualified or prohibited by any court of law (whether in Namibia or elsewhere) from taking part in the management of any other corporate entity or other statutorily created, recognized or regulated body, irrespective whether such disqualification has since been lifted or not? 6 Has the legal person been the subject of any investigation or disciplinary proceedings or has administrative action been taken or administrative penalties been imposed by any regulatory authority, professional or government body or agency, an exchange or self-regulatory organisation (whether in Namibia or elsewhere)? 7 Has the legal person ever been refused authorization to carry on business by any regulatory body (whether in Namibia or elsewhere), or has such authorization ever been suspended or revoked by any such body, because of negligence, incompetence or mismanagement? 8 Has the legal person ever been placed under judicial management, insolvency, liquidation or any other processes of a similar nature? 9 Has the legal person ever been convicted of an offence or found to be liable under the Financial Intelligence Act, 2012 (Act No. 13 of 2012), and/or the Prevention of Organized Crime Act, 2004 (Act No. 29 of 2004), and/or the Prevention and Combating of Terrorist and Proliferation Activities Act, 2014 (Act No. 4 of
2014) and/or any other similar Acts describing similar offences and/or liability
in any country?
10 Does the legal person have any additional information, which should be brought to NAMFISA’s attention, which may have an impact on the evaluation by NAMFISA of the legal person’s conduct?
SECTION G: SOURCE OF FUNDS AND AMOUNT OF SHARE CAPITAL:
Full name(s) of Legal Person Key Responsible Person:
_______________________________________________________________________________ G.1 Source of Funds:

48 Government Gazette 22 December 2021 7713
G.2 Amount of share capital:
_______________________________________________________________________________ NB: Kindly note that all source of funds must be properly and thoroughly supported with documentary evidence of how the money was earned, i.e. what activities were conducted to generate the funds. DECLARATION BY APPLICANT WHERE THE KEY RESPONSIBLE PERSON IS A LEGAL PERSON I, ___________________________________________________________ (full names) in my capacity as _________________________________________ of the applicant referred to herein, hereby declare under oath/affirm as follows:
This statement consists of _____________pages, was completed by me. The contents of this statement are true to the best of my knowledge and belief. I undertake that, as long as I continue to be a ____________________________of the entity, I will notify NAMFISA of any material changes to, or affecting the completeness or accuracy of, the information supplied to NAMFISA as soon as possible, but in any event no later than 30 days from the day that the changes come to my attention. I know and understand the content of this declaration. I do not have objections to taking the prescribed oath/affirmation. I consider the prescribed oath/affirmation to be binding on my conscience. ___________________________ SIGNATURE OF DEPONENT I hereby declare that the deponent has sworn/affirmed to and signed the declaration in my presence at _____________________ on the _____ day of ____________________ 20 ______ and he/ she declared as follows: that the facts herein contained fall within his or her personal knowledge and that he/she understands the contents hereof; that he/she has no objection to taking the oath/ affirmation; that he/she regards the oath/affirmation as binding on his/her conscience. ___________________________ COMMISSIONER OF OATHS FULL NAMES: __________________________________________________________________ CAPACITY: _____________________________________________________________________ ADDRESS: _____________________________________________________________________

7713 Government Gazette 22 December 2021 49
SCHEDULE 5
FORM D
NAMFISA ELECTRONIC REGULATORY SYSTEM (ERS) Nomination form Registered name:
List ERS user nominees
Name of Nominee Designation (i.e. Principal
Officer, Director, Member or Owner/etc.)
E-mail Address
1
2
3
4
5
6
7
8
9
10
Authorised Signature (Chief Executive Officer/Managing Director/Owner/Principal Officer):
Designation:
Please print name an sign below:
Name (print)
Signature
Date

50 Government Gazette 22 December 2021 7713
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
INSURANCE
REGISTRATION REQUIREMENTS FOR INSURANCE BROKER Standard No. INS.S. 2.4 issued by NAMFISA under sections 410(3)(r) and 58(1)(b) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, “Act” means the Financial Institutions and Markets Act, 2021 (Act
No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(a) as defined in section 1 of the Act -
(i) corporate body;
(ii) NAMFISA
(b) as defined in section 4 of the Act -
(i) registered insurer;
(ii) registered reinsurer
(c) as defined in section 53 of the Act -
(i) insurance broker;
(ii) corporate insurance broker;
(iii) registered insurance broker;
(iv) registered corporate insurance broker.
This Standard applies to all individuals and corporations applying for registration as an insurance broker (hereinafter referred to as “applicants”), and to any registered insurer or registered reinsurer with which an insurance broker contracts.
Where to apply
An application for registration as an insurance broker must be submitted to NAMFISA in
accordance with clause 8.
General requirements
(1) Each applicant must complete one of the following application forms, as applicable:
(a) if the applicant is an individual, the form entitled Application for Registration as an Insurance Broker attached hereto as Schedule 1; or (b) if the applicant is a corporation, the form entitled Application for Registration as a Corporate Insurance Broker attached hereto as Schedule 2. (2) Each applicant must complete the form entitled Fit and Proper Requirements attached hereto as Schedule 3.

7713 Government Gazette 22 December 2021 51
5. Applicants must disclose information as required in the application form or through
accompanying documents.
6. An applicant must submit with the application form -
(1) certified copies of the following -
(a) appointment letter from the registered corporate insurance broker if the applicant is or will be employed or contracted by a registered corporate insurance broker; (b) any other documents that the applicant considers relevant or that NAMFISA may require; (2) an errors and omissions insurance policy pursuant to subsection 58(4)(a) of the Act; and (3) if the applicant will have employees or contracted insurance brokers carrying on the activities of an insurance broker, adequate fidelity insurance policy pursuant to subsection 58(4)(b) of the Act.
7. In the case of an applicant for registration as a corporate insurance broker, the applicant must
submit certified copies of its founding and registration documents, including the following:
(c) memorandum and articles of association/founding statement; and (d) share certificates or certificate of member’s interest. Submission
8. An application for registration as an insurance broker must be completed in hard copies, signed
by the principal officer and submitted manually and electronically to NAMFISA together with supporting documents to - (a) the designated NAMFISA ERS user account; and (b) NAMFISA using either the postal or physical address.
9. SUPPORTING SCHEDULES
The following supporting schedules are attached to and form part of this Standard -
Schedule 1: Application for Registration as an Insurance Broker
Schedule 2: Application for Registration as a Corporate Insurance Broker
Schedule 3: Fit and Proper Requirements

52 Government Gazette 22 December 2021 7713
SCHEDULE 1
APPLICATION FORM13 FOR REGISTRATION AS A LONG-TERM /SHORT-TERM INSURANCE BROKER Individual/Natural Person I, the undersigned, do hereby apply for registration to carry on the business of insurance broker in Namibia pursuant to section 55 of the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) (the “Act”).

DETAILS OF APPLICANT
Full Name(s): ........................................................................................................................
Surname: ...............................................................................................................................
Nick Name (if any): ..............................................................................................................
Current/other NAMFISA License Number: .........................................................................
ID/Passport Number: ............................................................................................................
Gender: .................................................................................................................................
Marital Status: ......................................................................................................................
Income Tax Number: ............................................................................................................
CONTACT DETAILS
A) Work address contact details
Physical Address: ..................................................................................................................
Postal Address: .....................................................................................................................
Telephone Number: ..............................................................................................................
Facsimile Number: ...............................................................................................................
E-mail address: .....................................................................................................................
B) HOME ADDRESS AND CONTACT DETAILS
Physical Address: ..................................................................................................................
Postal Address: .....................................................................................................................
Telephone Number: ..............................................................................................................
Mobile Number: ...................................................................................................................
13 Application forms referred to in this document may be obtained from the offices of NAMFISA, P.O. Box 21250, Windhoek NAMIBIA, 154 Independence Avenue 1st Floor, Sanlam Centre, Tel: (+264 61) 290 5000, Fax (+264 61) 256303, E-mail: info@namfisa.com.na

7713 Government Gazette 22 December 2021 53
3. EMPLOYMENT HISTORY
Current Employer: ................................................................................................................
Position: ................................................................................................................................
Period of employment: .........................................................................................................
Previous Employer: ..............................................................................................................
Position: ................................................................................................................................
Period of employment: .........................................................................................................
4. EDUCATIONAL QUALIFICATIONS
Highest qualifications: ..........................................................................................................
Relevant training attended: ...................................................................................................
5. BANKING DETAILS
Bank Name: ..........................................................................................................................
Branch Name: .......................................................................................................................
Branch Code: ........................................................................................................................
Account Number: .................................................................................................................
Account Type: .......................................................................................................................
6. PERIOD OF Financial YEAR ...........................................................................................
7. ATTACHMENTS
(i) Registration fee N$ 200.00
(ii) RProof of bank account
(iii) RIf registered with NAMFISA previously, proof of payment of annual fee (iv) RAbridged or shortened CV (v) Rmarriage certificate (if name different from name on copy of ID) (vi) RCertified copies of Highest Educational Qualification(s) (vii) RAffidavit and Fit and proper questionnaire signed in front of Commissioner of Oath (viii) RCertified copy of ID/valid passport (ix) RResidence permit or work permit (if not a Namibian citizen) (x) RProfessional indemnity insurance cover certificate (xi) RProof of registration as a tax payer from the Receiver of Revenue All copies of original documents must be duly certified. Copies made from certified documents will not be accepted.
8. DECLARATION
I hereby declare that I have not been convicted by any court of any offence involving dishonesty, or of an offence in terms of the Act or of the Long-term Insurance Act, 1998 (Act No. 5 of 1998) / Short-term Insurance Act,1998 (Act No.4 of 1998) and Long-term Insurance Act, 1943. By signing the document I declare that:
a. The long-term/short-term insurance broker business undertaken by me will be conducted in Namibia in compliance with the Act and the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act;

54 Government Gazette 22 December 2021 7713 b. I will adhere to the requirements and conditions stated in this application form; and
c. All the information contained in this application is true and accurate and can be relied upon
and I have disclosed all necessary material information that may be required by NAMFISA. In the event that any information provided in this application is incorrect or not fully disclosed, I accept that my registration as an insurance broker may be cancelled in accordance with the provisions of the Act.
Full Name: ........................................................................
Signature: ..........................................................................
Date: ..................................................................................
Place: .................................................................................
9. REQUIREMENTS FOR CARRYING LONG-TERM/SHORT TERM INSURANCE
BROKER BUSINESS IN NAMIBIA
9.1 PAYMENT OF ANNUAL FEES
An annual fee of N$1000.00 is payable.
9.2 SUBMISSION OF ANNUAL RETURNS
Every insurance broker is required to;
i. Keep proper accounts of, and financial information relating to the long-term/
short-term insurance broker business carried on; and
ii. Annually, within 90 days after the end of the financial year, submit annual returns
to NAMFISA in accordance with tandard No. INS.S.2.6 and such other information as NAMFISA may require.
9.3 PROFESSIONAL INDEMNITY POLICY
Every insurance broker must have and maintain a professional indemnity insurance policy with a limit of liability of not less than N$500 000. The policy in respect of professional indemnity insurance must be issued by a registered insurer in Namibia.
10. REMUNERATION
Commission payable to an insurance broker must be in accordance with Standard No. INS.S. 2.9
10.1 Limitation
Consideration other than commission in monetary form must not directly or indirectly be paid, allowed or given to or accepted by an insurance broker. Refer to INS.S. 2.9
11. CANCELLATION OF REGISTRATION
Voluntarily Cancellation of Registration
An application for cancellation of registration may be made at the offices of NAMFISA pursuant to section 65 of the Act. (Application form for cancellation of registration is available at the offices of NAMFISA). Cancellation of Registration by NAMFISA Registration may be cancelled by NAMFISA pursuant to section 66 of the Act.
12. CHANGE OF CONTACT DETAILS
New contact details must be submitted in writing to NAMFISA including physical, postal and email addresses, telephone, mobile and facsimile Numbers.

7713 Government Gazette 22 December 2021 55
13. MOVEMENT OF INSURANCE BROKER WITHIN THE INDUSTRY
NAMFISA must be notified immediately of any movement of an insurance broker from one insurance broker to another or upon an insurance broker exiting the industry.

56 Government Gazette 22 December 2021 7713
SCHEDULE 2
APPLICATION FORM14 FOR REGISTRATION AS A LONG-TERM/SHORT-TERM CORPORATE INSURANCE BROKER FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (ACT NO. 2 of 2021) I, the undersigned, do hereby apply on behalf of [insert name of corporate body] for registration to carry on the business of corporate insurance broker in Namibia pursuant to section 57 of the Financial Institutions and Markets Act, 2021 (Act. No. 2 of 2021) (the “Act”).

DETAILS OF APPLICANT CORPORATE BODY
Full Name: ............................................................................................................................
Company Registration Number: ...........................................................................................
VAT Number: ........................................................................................................................
Current/other NAMFISA License Number: .........................................................................
CONTACT DETAILS
Physical Address: ..................................................................................................................
Postal Address: .....................................................................................................................
Telephone Number: ..............................................................................................................
Facsimile Number: ...............................................................................................................
E-Mail Address: ...................................................................................................................
DIRECTORS OF APPLICANT CORPORATE BODY
Names, Nationality and Country of Residence:
...............................................................................................................................................
...............................................................................................................................................
...............................................................................................................................................
...............................................................................................................................................
...............................................................................................................................................
OWNERSHIP STRUCTURE OF APPLICANT CORPORATE BODY Shareholders or members’ names & proportion of ownership:
...............................................................................................................................................
...............................................................................................................................................
...............................................................................................................................................
...............................................................................................................................................
...............................................................................................................................................
...............................................................................................................................................
BANKING DETAILS OF APPLICANT CORPORATE BODY
Bank Name: ..........................................................................................................................
Branch Name: .......................................................................................................................
Branch Code: ........................................................................................................................
Account Number: .................................................................................................................
Account Type: .......................................................................................................................
14 Application forms referred to in this document may be obtained from the offices of NAMFISA, P.O. Box 21250, Windhoek NAMIBIA, 154 Independence Avenue 1st Floor, Sanlam Centre, Tel: (+264 61) 290 5000, Fax (+264 61) 256303, E-mail: info@namfisa.com.na

7713 Government Gazette 22 December 2021 57
AUDITOR OR ACCOUNTANT OF APPLICANT CORPORATE BODY IN NAMIBIA
Full Name: ............................................................................................................................
Physical Address: ..................................................................................................................
Telephone Number: ..............................................................................................................
Facsimile Number: ...............................................................................................................
E-Mail Address: ....................................................................................................................
2. PERIOD OF FINANCIAL YEAR: ...................................................................................
3. DETAILS OF PRINCIPAL OFFICER
First Name and Middle Names: ............................................................................................
Surname: ...............................................................................................................................
ID/Passport Number: ............................................................................................................
Nationality: ...........................................................................................................................
Gender: .................................................................................................................................
Physical Address: ..................................................................................................................
Postal Address: .....................................................................................................................
Telephone Number (w): ........................................................................................................
Mobile Number: ...................................................................................................................
Facsimile Number: ...............................................................................................................
E-Mail Address: ....................................................................................................................
EMPLOYMENT HISTORY
Current Employer: ................................................................................................................
Date of employment: ............................................................................................................
Previous Employer: ..............................................................................................................
Period of employment: .........................................................................................................
EDUCATIONAL QUALIFICATIONS
Highest qualifications: ..........................................................................................................
Relevant training attended: ...................................................................................................
4. ATTACHMENTS
A. Company:
(i) Registration fee N$ 200.00
(ii) Proof of bank account
(iii) Memorandum and Articles of Association
(iv) List of Directors
(v) Certified copies of share or member’s interest certificates (vi) Certified copies of Directors ID/Valid Passport (vii) Municipality Certificate of Registration or /of Fitness (viii) Professional Indemnity Insurance cover/certificate (ix) If registered with NAMFISA previously, proof of annual fee payment (x) Proof of registration as a tax payer from the Receiver of Revenue B. Principal Officer (i) Abridged or shortened CV (ii) Certified copies of Highest Educational Qualifications (iii) Affidavit and Fit and Proper Questionnaire signed in-front of Commissioner of Oath (iv) Certified Copy of ID/Valid Passport (v) Residence Permit or Work Permit (if not a Namibian citizen) (vi) Income tax certificate All copies of original documents must be duly certified. Copies made from certified documents will not be accepted.

58 Government Gazette 22 December 2021 7713
5. PRINCIPAL OFFICER’S DECLARATION:
I hereby declare that I have not been convicted by any court of any offence involving dishonesty, or of an offence in terms of the Act or of the Long-term Insurance Act, 1998 (No. 5 of 1998)/Short-term Insurance Act, 1998 (No.4 of 1998) or the Long-term Insurance Act, 1943. By signing the document I declare that:
a) The long-term/short-term insurance broker business of the applicant company will be conducted in Namibia in compliance with the Act and the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; b) I will adhere to the requirements & conditions stated in this application form; and c) All the information contained in this application is true and accurate and can be relied upon and I have disclosed all necessary material information that may be required by NAMFISA. In the event that any information provided in this application is incorrect or not fully disclosed, I accept that the registration of the company as a corporate insurance broker may be cancelled in accordance with the provisions of the Act.
Full Name: .........................................................................
Signature: ..........................................................................
Date: ..................................................................................
Place: .................................................................................
6. REQUIREMENTS FOR CARRYING ON LONG-TERM/SHORT-TERM
INSURANCE BROKER BUSINESS IN NAMIBIA
A. PAYMENT OF ANNUAL FEES
An annual fee of N$1000.00 is payable
B. SUBMISSION OF ANNUAL RETURNS
Every corporate insurance broker is required to:
Keep proper accounts of, and financial information relating to its long- term/short-term insurance broker business; and Annually, within 90 days after the end of the financial year, submit annual returns to. NAMFISA in accordance with Standard No. INS.S. 2.6 and such other information as NAMFISA may require.
C. PROFESSIONAL INDEMNITY POLICY
Every corporate insurance broker must have and maintain a professional indemnity insurance policy with a limit of liability of not less than N$500,000 in accordance with
section 58 of the Act. The policy in respect of professional indemnity insurance must be
issued by a registered insurer in Namibia.
D. REMUNERATION
Commission payable to corporate insurance broker must be in accordance with Standard No. INS.S.2.9. Limitation Consideration other than commission in monetary form must not directly or indirectly be paid, allowed or given to or accepted by a corporate insurance broker. E. CANCELLATION OF REGISTRATION Voluntarily Cancellation of Registration An application for cancellation of registration maybe made at the offices of NAMFISA pursuant to section 65 of the Act. (Application form for cancellation of registration is available at the offices of NAMFISA) Cancellation of Registration by NAMFISA Registration may be cancelled by NAMFISA pursuant to section 66 of the Act.

7713 Government Gazette 22 December 2021 59
F. CHANGE OF CONTACT DETAILS
New contact details must be submitted in writing to NAMFISA, including physical, postal and email addresses, telephone, mobile and facsimile numbers. G. CHANGE OF REGISTERED NAME An application for approval by NAMFISA of a change of registered name must be submitted to NAMFISA in accordance with section 391 of the Act. (Application form for a name change is available at the offices of NAMFISA). H. INTENTION TO EXIT INDUSTRY A corporate insurance broker must notify NAMFISA forthwith of any intention to exit the industry.

60 Government Gazette 22 December 2021 7713
SCHEDULE 3
FIT AND PROPER REQUIREMENTS FOR LONG-TERM AND SHORT-TERM CORPORATE INSURANCE AGENTS AND CORPORATE INSURANCE BROKERS To be completed15 on behalf of any corporate body that wishes to apply for registration as a corporate insurance agent or corporate insurance broker in terms of the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) DECLARATION
SECTION A: DETAILS OF THE CORPORATE BODY
Full name: ............................................................................................................................................
Corporate Registration Number: ..........................................................................................................
VAT Number: .......................................................................................................................................
Current NAMFISA License Number (if applicable): ..........................................................................
Postal address: ......................................................................................................................................
Telephone number: ...............................................................................................................................
Fax number: .........................................................................................................................................
E-mail address: .....................................................................................................................................
Mobile number: ....................................................................................................................................
15 Copies of this form are available at the offices of NAMFISA, P.O.Box 21250 Windhoek, NAMIBIA, 51-55 Werner List Street, Gutenberg Plaza, Windhoek, Tel: (+26461)256303, E-mail: info@namfisa.com.na

7713 Government Gazette 22 December 2021 61
SECTION B: HONESTY AND INTEGRITY
SCHEDULE FOR FIT AND PROPER REQUIREMENTS
A person is able to demonstrate honesty, fairness, ethical behavior and integrity if that person:
i. is not disqualified from being a director of a company in terms of the Companies Act, 2004;
ii. declares under oath confirming that within the past ten years:
a) a fiduciary obligation has not been breached; b) he or she has not perpetrated or participated in grossly negligent, deceitful, or otherwise discreditable business or professional practices; c) he or she has not been reprimanded, disqualified or removed by a professional or regulatory body in relation to matters relating to the person’s honesty, integrity or business conduct; d) he or she has not been involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies of honesty, integrity, fairness or ethical behavior in that management; e) he or she was not the subject of civil or criminal proceedings or enforcement action in relation to the management of an entity or commercial or professional activities, which were determined adversely to the person (including by the person consenting to an order or direction, or giving an undertaking, not to engage in unlawful or improper conduct) and which reflected adversely on the person’s competence, diligence, judgment, honesty or integrity; f) he or she has not been refused authorization to carry on business by any regulatory body (whether in Namibia or elsewhere), or has such authorization ever been suspended or revoked by any such body because of negligence, incompetence or mismanagement; g) he or she has not been having a significant ownership in the business or company which has failed, where that failure has been occasioned in part by deficiencies of honesty, integrity, fairness or ethical behavior in that management; or h) he or she has not been found to be liable under the Financial Intelligence Act, No. 13 of 2012 (FIA), and/or the Prevention of Organized Crime Act, No. 29 of 2004 and/ or the Combating of Financing of Terrorist Act, Act No 12 of 2012 and/or any other similar crime in any country; i) he or she is not listed on any bad creditors’ bureau; j) he or she has never been involved with a regulated institution when such institution failed to maintain a financial sound position or the required capital or solvency. AFFIDAVIT I, …………………………………………………………………………….. (full names), being the duly authorised principal officer of ………………………………………………… [insert name of corporate body] hereby declare as follows:

The contents of this Declaration are true and correct to the best of my knowledge and
belief.
I undertake to notify NAMFISA of any material changes to, or affecting the completeness
or accuracy of, the information supplied to NAMFISA in this Declaration as soon as possible, but in any event no later than 7 days from the day that the changes come to my attention.
I know and understand the contents of this Declaration.
I do not have objections to taking the prescribed oath, which I consider to be binding on my
conscience.

62 Government Gazette 22 December 2021 7713

Signature of deponent
THUS SIGNED AND SWORN before me at _________________________________________ on the __________________ day of ______________________________________ 20 ____________ the Deponent having declared that he/she knows and understands the contents of this Affidavit, that it true and correct, that he/she has no objection to taking the oath, and that he/she considers the oath to be binding on his/her conscience. ___________________________ COMMISSIONER OF OATHS FULL NAMES: ______________________________________ CAPACITY: _________________________________________ ADDRESS: __________________________________________ ___________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 INSURANCE Terms and conditions applicable to:

Foreign insurers and foreign reinsurers exempted under
section 5(2) of the Act;
Registered insurers and registered brokers effecting or
renewing insurance outside Namibia; and
Registered insurers reinsuring the whole or any part of
their business
Standard No: INS.S.2.5 issued by NAMFISA under sections 5(3) and 410(3)(b), (c) and (h) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard unless the context indicates otherwise -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; and (b) “exempted foreign insurer” or “exempted foreign reinsurer” means a foreign insurer or foreign reinsurer that has been granted an exemption by NAMFISA pursuant to clause 5. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(a) as defined in section 1 of the Act -
(i) client;
(ii) NAMFISA;

7713 Government Gazette 22 December 2021 63
(iii) person;
(iv) principal officer;
(b) as defined in section 4 of the Act -
(i) foreign insurer;
(ii) foreign reinsurer;
(iii) insurance;
(iv) insurer;
(v) policy;
(vi) policyholder;
(vii) registered insurer;
(viii) registered reinsurer; and
(c) registered insurance broker, as defined in section 53 of the Act. (d) related party, as defined in section 410 (2) (o) of the Act.
2. This Standard applies to -
(a) every foreign insurer and foreign reinsurer; (b) every registered insurance broker proposing to effect or renew insurance with a foreign insurer or foreign reinsurer pursuant to section 70(2) of the Act; and (c) every registered insurer or registered insurance broker proposing to reinsure the whole or any part of the business of a registered insurer.
Part I: Terms and conditions applicable to foreign insurers and foreign reinsurers exempted
under section 5 of the Act (clauses 3 to 8)
3. (1) A registered insurance broker proposing to place insurance with a foreign insurer
must make an application to NAMFISA for an exemption under section 5(2) of the Act, which application must be in the form of Schedule 1 to this Standard and must contain - (a) evidence that - (i) the policy benefits required cannot be provided by a registered insurer; or (ii) an explanation of the reason that the terms of the policy benefits that could be provided by one or more registered insurers, are not equitable. (2) A registered insurance broker or registered insurer proposing to place reinsurance with a foreign reinsurer must make an application to NAMFISA for an exemption under section 5(2) of the Act, which application must be in the form of Schedule 1 to this Standard, and must contain - (a) evidence that - (i) the policy benefits required cannot be provided by a registered reinsurer; or (ii) an explanation of the reason that the terms of the policy benefits that could be provided by one or more registered reinsurers, are not equitable; and

64 Government Gazette 22 December 2021 7713
(b) evidence that every registered reinsurer was offered an opportunity to participate in a reinsurance arrangement before considering placing the policy with a foreign reinsurer or with one or more foreign reinsurers. (3) An application to NAMFISA referred to in sub-clauses (1) and (2) must contain a detailed description of the foreign insurer or foreign reinsurer in question, including:
a. its name and address; b. its jurisdiction of incorporation or principal place of business;
c. the name and business address of its principal officer or other senior officer; and
d. the name and address of its principal foreign supervisory or regulatory authority.
4. (1) The application for an exemption referred to in clause 3 must be accompanied by
a written undertaking from the foreign insurer or foreign reinsurer in the form of Schedule 2 to this Standard and as provided in sub-clause (2). (2) The undertaking referred to in sub-clause (1) must state that the foreign insurer or foreign reinsurer - a. will not undertake any insurance or reinsurance business in Namibia other than the issue of the specific policy in question and that it will not advertise or solicit any such business in Namibia with the exclusion of existing or future foreign exemption applications; b. is registered or authorised in its jurisdiction of incorporation or the jurisdiction of its principal place of business to carry on the class of insurance business for which the proposed policy will be issued;
c. has capital equivalent at least to that which would be required for a registered insurer
or registered reinsurer carrying on insurance business of the same class; d. is in good standing with its principal foreign supervisory or regulatory authority; e. has received consent from its principal foreign supervisory or regulatory authority to underwrite insurance in Namibia; and f. the specific policy and any related documents to be issued by the foreign insurer or foreign reinsurer are in plain language in accordance with section 29 of the Act and Standard No. GEN.S. 10.17, Description of plain language. (3) In addition to the undertaking referred to in sub-clause (2), a foreign reinsurer must submit proof that it has a credit rating of at least BBB with Standard & Poor’s or an equivalent rating with any other international rating agency, which rating must have been maintained for at least the immediately preceding two years. The credit rating equivalents are illustrated in the table below:
Credit rating category i
Standard & Poors
Fitch
GCR
Moody’s AM Best
1 AAA to AA- Aaa to Aa3 A++ to A2 A+ to A- A1 to A3 B++ to B+ 3 BBB+ to BBB- Baa1to Baa3 B to B4 BB+ to BB- Ba1 to Ba3 C++ to C+ 5 B+ to B- B1 to B3 C to D 6 CCC+ or below Caa1 or below E or below

7713 Government Gazette 22 December 2021 65
5. (1) Upon receipt of an application referred to in clause 3 and the undertaking referred to
in clause 4, NAMFISA may, if it considers it appropriate to do so, issue an exemption to the foreign insurer or foreign reinsurer pursuant to section 5(2) of the Act. (2) NAMFISA may require any other information from - (a) the foreign insurer or foreign reinsurer; and (b) the registered insurance broker, registered insurer or registered reinsurer, as the case may be, as NAMFISA deems necessary or advisable.
6. An exemption granted by NAMFISA pursuant to section 5(2) of the Act and clause 5 shall
include an exemption from the prohibition contained in section 6(1) of the Act.
7. The exemption referred to in clause 5 applies only to the issue of the specific policy in
question and to no other business of insurance or reinsurance in Namibia undertaken by the foreign insurer or foreign reinsurer.
8. If, at any time, it comes to the attention of NAMFISA that the foreign insurer or foreign
reinsurer is not in compliance with the undertaking referred to in clause 4, NAMFISA may take action against the registered insurance or reinsurance broker or insurer in terms of section 439 of the Act.
Part II: Conditions or limitations applicable to a registered insurer or registered insurance
broker effecting or renewing insurance outside Namibia
9. (1) For the purposes of section 70, the annual cessionary limits and other requirements
referred to in sub-clauses (2) to (5) apply to registered insurance brokers, registered insurers and registered reinsurers effecting or renewing insurance or reinsurance with an exempted foreign insurer or exempted foreign reinsurer. (2) NAMFISA may require a registered insurer or registered reinsurer to justify its retention policy in a given calendar year to prevent registered insurers or registered reinsurers from merely fronting for foreign insurers and foreign reinsurers. (3) The following limits apply to the amount of insurance business a registered insurer or registered reinsurer may cede in total (net of NamibRe cession) to an exempted foreign reinsurer in a calendar year:
Total cession of gross written premium 75%
Aggregate cession to a single exempted foreign reinsurer 75% Cession to a related party 50% (4) In the case of aviation, marine, nuclear energy or oil insurance or any other specialized class of insurance business, a registered insurer or registered reinsurer may apply to NAMFISA for approval to cede more than the limits specified in sub-clause (3). (5) The proportion of insurance business ceded by a registered insurer or registered reinsurer to any one exempted foreign reinsurer in respect of any one risk must not exceed 80% of the sum insured or the liability limit of the underlying insurance policy, except in the case of specialized insurance business as referred to in sub-clause (4) or start up insurers or reinsurers with less than 3 years of operations.
Part III: Terms and conditions applicable to reinsuring the whole or any part of the business of
a registered insurer or registered reinsurer (clauses 10 and 11)
10. A registered insurance broker placing insurance or reinsurance with an exempted foreign
reinsurer must comply with the provisions of sections 70, 71 and 72 of the Act.

66 Government Gazette 22 December 2021 7713
11. A registered insurance brokers, registered insurers and registered reinsurers are prohibited
from placing an insurance risk with a foreign insurer or foreign reinsurer unless that foreign insurer or foreign reinsurer has received an exemption from NAMFISA pursuant to clause 5 with respect to the specific policy in question.
Part IV: General
12. For the purposes of Parts I, II and III of this Standard, where insurance or reinsurance
has been placed with an exempted foreign insurer or an exempted foreign reinsurer, the registered insurance broker, registered insurer or registered reinsurer concerned must - (a) keep all records and notes of such insurance or reinsurance for inspection by NAMFISA for a period of 5 years after the term of the policy comes to end; and (b) bring to the attention of NAMFISA any material information that might impact the ability of the exempted foreign insurer or exempted foreign reinsurer to meet its commitments under the policy concerned. SUPPORTING SCHEDULES The following supporting schedules are attached to and forms part of this Standard:
(1) Application Form
(2) Undertaking by foreign insurer or foreign reinsurer
SCHEDULE 1
APPLICATION to NAMFISA for an exemption pursuant to section 5(2) of the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) (the “Act”) This application is made by/on behalf of _______________________________________________, a registered insurance broker/registered insurer/registered reinsurer [delete those that do not apply] for an exemption pursuant to section 5(2) of the Act for _______________________________________________________________________________ [insert name of foreign insurer or foreign reinsurer]

This application relates to the following proposed policy [describe the policy which it is
proposed be issued by the foreign insurer or foreign reinsurer issue] _______________________ _______________________________________________________________________________ _______________________________________________________________________________
Attached to this Application is evidence that no registered insurer or registered reinsurer is
able to quote on this policy (no-quotes);
OR
If a registered insurer or registered reinsurer has provided a quote, explain below why the terms of such registered insurer or registered reinsurer are not equitable:

Name and address of the foreign insurer or foreign reinsurer:

7713 Government Gazette 22 December 2021 67
4. Name and business address of the principal officer or other senior officer of the foreign
insurer or foreign reinsurer:

The following is the jurisdiction of the incorporation or formation of the foreign insurer or
foreign reinsurer or of its principal place of business:

The following is the name and address of the principal foreign supervisory or regulatory
authority of the foreign insurer or foreign reinsurer:
_______________________________________________________________________________ _______________________________________________________________________________ I HEREBY CERTIFY that the information contained in this Application is true and accurate to the best of my knowledge and belief. SIGNED at _____________________ this ____________ day of _______________________ 20xx
Full Name and Position: ...................................................................................
Signature: .........................................................................................................
Witness: ............................................................................................................
SCHEDULE 2
UNDERTAKING OF FOREIGN INSURER OR FOREIGN REINSURER TO: The Namibian Financial Institutions Supervisory Authority (NAMFISA) I, the undersigned, ______________________________________ being the duly authorised officer of _____________________________________________________________________________, a foreign insurer/foreign reinsurer16 (hereafter the “INSURER/REINSURER”) within the meaning of the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) of Namibia (hereafter the “Act”), hereby UNDERTAKE on behalf of the INSURER/REINSURER and in consideration of any exemption that may be granted to the INSURER/REINSURER by NAMFISA pursuant to section 5(2) of the Act with respect to the policy proposed to be issued, THAT THE INSURER/REINSURER:
is registered in _______________________________ and is authorised to carry on the class
of insurance/reinsurance business for which the proposed policy will be issued;
is in good standing with its principal supervisory or regulatory authority, namely ________
______________________________________________________________________________ ;
has received the consent of its principal supervisory or regulatory authority, referred to in
item 3 above, to underwrite insurance/reinsurance in Namibia;
will not undertake any insurance or reinsurance business in Namibia other than the issue of
the specific proposed policy and will not advertise or solicit any such business in Namibia;
has capital equivalent at least to that which would be required for a registered or registered
reinsurer carrying on insurance business of the same class; and
17 has a credit rating of at least BBB with Standard & Poor’s, which rating has been maintained
for ________________ years (at least two years immediately preceding the date of the undertaking) 16 Delete as applicable 17 Item # 6 applies only to foreign reinsurers; delete if not applicable

68 Government Gazette 22 December 2021 7713
OR
[an equivalent rating with another international rating agency - insert rating and name of agency] ___________________________________________________________________________which rating has been maintained for _________________ years (at least the two years immediately preceding the date of the undertaking). SIGNED on behalf of ______________________________________________________________ (insert name of foreign insurer or foreign reinsurer) at _____________________ this _______________ day of ____________________________ 20xx
Full Name and Position: ...................................................................................
Signature: .........................................................................................................
Witness: ............................................................................................................

FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 [ACT NO. 2 OF 2021] FINANCIAL REPORTING REQUIREMENTS FOR INSURANCE BROKERS Standard No. INS.S. 2.6 issued by NAMFISA under section 410(3)(t) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “IFRS” means International Financial Reporting Standards; and (c) “GAAP” means Generally Accepted Accounting Practice, as defined in section 1 of the Act. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(a) NAMFISA, as defined in section 1 of the Act; (b) as defined in section 4 of the Act - (i) foreign insurer; (ii) registered insurer; (iii) registered reinsurer; (c) as defined in section 53 of the Act - (i) insurance broker; (ii) reinsurance broker; (iii) registered insurance broker; (iv) corporate insurance broker; and (v) registered corporate insurance broker.
This Standard applies to all registered insurance brokers and registered corporate insurance
brokers.

7713 Government Gazette 22 December 2021 69
Information required
3. A registered insurance broker is required to submit to NAMIFSA on an annual basis, in the
form and manner set out in clause 5;
(a) where an insurance broker is a registered pty ltd company,the audited annual financial statements of the insurance broker prepared in accordance with IFRS or GAAP, together with the report of the auditor. (b) where an insurance broker is a CC or other, unadited annual financial statements of the insurance broker prepared in accordance with IFRS or GAAP.
4. A registered insurance and reinsurance broker is required to submit the following information
to NAMIFSA on a quarterly basis, in the form and manner set out in clause 5:
(a) a latest certification of the financial soundness of the registered insurance and reinsurance broker that may be available; (b) the amount of premiums collected and paid to each registered insurer and reinsurer or foreign insurer or foreign reinsurer; (c) the amount of remuneration received from each registered insurer and registered reinsurer or foreign insurer or foreign reinsurer; (d) the amount of remuneration paid to any other registered insurance intermediary; (e) the amount of any other fees paid to or received from any registered insurer and registered reinsurer; (f) amount and number of claims paid by each registered insurer and registered reinsurer or foreign insurer and foreign reinsurer; (g) a report on all complaints received inclusive of how each complaint was dealt with; and (h) full details on the volume and types of policies sold. Forms and method of submission
5. The information required by this Standard must be submitted manually and electronically
to -
(a) the designated NAMFISA ERS user account; and (b) NAMFISA using either the postal or physical address. Reporting periods and due dates
6. A registered insurance broker must provide the information required by this Standard -
(a) in the case of the annual information required by clause 3, 90 days after the financial year end of the registered insurance broker; and (b) in the case of the quarterly information required by clause 4, 30 days after the end of the reporting period to which the information relates.
7. Upon application to NAMFISA, NAMFISA may, by notice in writing, grant a registered
insurance broker an extension of a due date referred to in clause 6, in which case the new due date for the submission of the information will be the date specified in the notice of extension.

70 Government Gazette 22 December 2021 7713
8. Notwithstanding clauses 3, 4 and 6, where NAMFISA considers it necessary and reasonable
to obtain information more frequently from a particular registered insurance broker, it may do so and may stipulate the frequency and form of that information. Accountability
9. A registered insurance broker must ensure that processes and controls are in place to support
the submission of accurate and reliable information to NAMFISA within the time periods specified in this Standard.
10. All information submitted to NAMFISA pursuant to this Standard must be duly authorised
and signed by the Principal Officer of a registered corporate insurance broker, or by the individual who is the registered insurance broker, as applicable. Supporting Schedules
11. The following supporting schedules are attached to and form part of this Standard:
Schedule 1: SOCI
Schedule 2: SOFP
Schedule 3: Form(s)-AFI IB
Schedule 4: Form(s)-NFI

FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
FAIR TREATMENT OF CLIENTS AND POLICYHOLDERS BY REGISTERED INSURANCE INTERMEDIARIES Standard No. INS.S. 2.7 issued by NAMFISA under section 410(3)(v) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard unless the context indicates otherwise -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “point of sale” means anytime the policy information is discussed from the first contact with the client until the time of the conclusion of the deal. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(i) as defined in section 1 of the Act -
(i) affiliate;
(ii) client;
(iii) NAMFISA;
(ii) as defined in section 4 of the Act -
(i) insurance;
(ii) insurance advice;
(iii) policy
(iv) policyholder;
(v) premium;

7713 Government Gazette 22 December 2021 71
(vi) registered insurer;
(vii) registered reinsurer.
(iii) as defined in section 53 of the Act -
(i) corporate insurance agent.
(ii) corporate insurance broker;
(iii) registered insurance agent;
(iv) registered insurance broker; and
(v) registered insurance intermediary. and
2. This Standard applies to all registered insurance intermediaries, corporate insurance broker
corporate insurance agent and registrerd insurers and registered reinsurers.. General requirements that the information given should comply with
3. A registered insurance intermediary must at all times comply with -
(a) Standard No. GEN.S. 10.9 – Code of Conduct; (b) Standard No.INS.S. 2.10 –Point of Sale Information to be provided by registered insurers, registered insurance agents and registered insurance brokers to policyholders and potential policyholders; (c) Standard No.GEN.S. 10.17- the description of plain language for the purposes of
section 29; and
(d) the written code of conduct put in place by - (i) the registered insurer, registered insurance broker or registered insurance agent, corporate insurance agent, corporate insurance broker as the case may be, by whom the registered insurance intermediary is employed or to whom the registered insurance intermediary is contractually bound; or (ii) the registered insurance intermediary where that person is an individual and not employed or contracted by a registered insurer or another registered insurance intermediary.
4. A registered insurance intermediary must ensure that -
(a) insurance advice given to a client and potential policyholders is suitable and takes account of the circumstances of the client; (b) client, policyholders and potential policyholders are provided with such information, illustrations, explanations and responses to questions as may be sufficient for them to evaluate the meaning and importance of the insurance advice being offered, having careful regard for the client’s, policyholder’s and potential policyholder’s knowledge of the subject matter and ability to analyse and assess it before, during and after point of sale; and (c) clients,policyholders and potential policyholders do not face unreasonable barriers to changing a policy, switching registered insurers or registered insurance brokers, submitting a claim or making a complaint. General conduct
5. (1) A registered insurance intermediary must not -
(a) use any illustration, circular, memorandum, statement or other publication that misrepresents, or by omission is so incomplete that it misrepresents the terms, policy benefits or advantages of any policy issued or to be issued;

72 Government Gazette 22 December 2021 7713
(b) make any false or misleading statement as to the terms, policy benefits or advantages of any policy issued or to be issued; (c) make any incomplete and selective comparison of any policy with that of any other registered insurer for the purpose of inducing or intending to induce a policyholder to lapse, forfeit or surrender a policy; (d) make any payment, allowance, give any gift or any offer to pay, allow or give, directly or indirectly any money or thing of value to lure any potential policyholder to purchase insurance or to doing something; (e) engage in any conduct resulting in unreasonable delay in, or resistance to, the fair adjustment and settlement of claims; (f) make the issue or variation of a policy conditional on the client, policyholder or potential policyholder having or purchasing another policy; (g) make or attempt to make, directly or indirectly, an agreement with a client, policyholder or potential policyholder making an application for insurance as to the premium to be paid for the policy that is different from the premium set out in the policy; (h) pay, allow or give, directly or indirectly, a rebate of all or part of the premium stipulated in a policy to a policyholder or potential policyholder, or offer or agree to do so, including allowing or giving, directly or indirectly any consideration or thing of value that is intended to be in the nature of such a rebate; (i) in connection with - (i) a request for a quotation or an application for insurance made to a registered insurer that is an affiliate of the registered insurer by whom the registered insurance broker is employed or to whom the registered insurance broker is contractually bound; or (ii) an offer by an insurer that is an affiliate of the insurer by whom the registered insurance broker is employed or to whom the registered insurance broker is contractually bound to renew an existing policy, fail to provide the lowest rate available, within the meaning of sub-clause (2), from the insurer by which the registered insurance broker is employed or to whom the registered insurance broker is contractually bound or from any registered insurer that is an affiliate of that registered insurer; (j) solicit or demand a referral fee, directly or indirectly, from or from a person who provides insurance services to or for the benefit of a client, policyholder or potenctial policyholder who claims payment under a policy or when an application is made for a policy; (k) accept a referral fee, directly or indirectly, from a person who provides insurance services to or for the benefit of a client, policyholder or potential policyholder who claims payment under a policy; (l) charge an amount in consideration for the provision of insurance services to or for the benefit of a client, policyholder or potential policyholder who claims payment under a policy; (m) require, request or permit a client, policyholder who claims payment under a policy, to sign, before it has been completed in
full, a claims form or other document; (n) make a statement by or on behalf of a registered insurer for the purposes of an adjustment or settlement of a claim if the intermediary knows or ought to know

7713 Government Gazette 22 December 2021 73 that the statement misrepresents or unfairly presents the findings or conclusions of a person who conducted an examination into the happening of the event giving rise to a claim; and (o) engage in “tied selling” within the meaning of section 23(1) of the Act. (2) The reference in sub-clause (1)(i) to the “lowest rate available” is a reference to the lowest rate available having regard to all of the circumstances, including the means of distribution through which the quotation, application or offer is made. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) MATTERS WITH RESPECT TO ENTITIES COMMONLY KNOWN AS CELL CAPTIVES Standard No. INS.S.2.8 issued by NAMFISA under section 410(3)(w) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, unless the context indicates otherwise -
(a) “Act”, means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the Regulations prescribed under the Act and the Standards and other subordinate measures issued by NAMFISA under the Act; (b) “captive” means an insurance or reinsurance structure created by a registered insurer or registered reinsurer for the purpose of providing cover for insurance risks of cell captives; (c) “cell captive” means an insurance or reinsurance vehicle created by a registered insurer or registered reinsurer through a shareholder’s agreement, business agreement or any other agreement for the special purpose of covering the insurance risk which the cell owner, it’s associated party or any other party, is exposed to; (d) “cell provider” means a registered insurer or registered reinsurer that transacts cell captive insurance business; (e) “first party cell” means a cell captive where the special class of shares are issued to the cell owners providing the cell owners with the ability to underwrite their own insurance risks and that of their associates; (f) “third party cell” means a cell captive where the special class of shares are issued to the cell owners to provide the cell owners with the ability to underwrite the insurance risks of third parties; (g) “rent a captive” means a captive insurance business arrangement, excluding contingency policies, where the cell captive is specifically formed to provide captive facilities to unassociated parties and the cell provider capitalises the cell captive for a fee; (h) “cell captive insurance business” or “cell captive reinsurance business” means an arrangement for which a registered insurer or registered reinsurer carries on captive insurance or reinsurance business for or on behalf of its cell owners and shall include first party, third party and rent a captive; and (i) “cell owner” means a person that owns a special class of shares issued by a cell provider or a person who has any other type of agreement with the cell provider with the intention to insure own assets, assets of associated parties or any other party by funding its capital or not. (2) Words and phrases defined in the Act, have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate;

74 Government Gazette 22 December 2021 7713
(ii) associate;
(iii) client;
(iv) company;
(v) entity;
(vi) holding company;
(vii) person;
(viii) subsidiary;
(b) as defined in section 4 of the Act -
(i) class or classes;
(ii) insurance;
(iii) insurer;
(iv) reinsurer;
(v) policy;
(vi) policyholder;
(vii) registered insurer;
(viii) registered reinsurer;
(ix) registered insurance intermediary; and
(c) “registered insurance broker” as defined in section 53 of the Act.
2. This Standard applies to -
(a) cell providers and their associates;
(b) cell owners;
(c) cell captive insurance and reinsurance policyholders; and (d) registered insurance intermediaries. Conduct of business of cell captive insurer or reinsurer
3. (1) A cell provider must be a registered insurer or registered reinsurer under Part II of
Chapter 2 of the Act and must comply on an ongoing basis with all the applicable provisions of the
Act.
(2) A cell provider must, before -
(a) entering into a shareholder’s agreement, business agreement or any other agreement governing its relationship with a cell owner; or (b) issuing shares to a cell owner, ensure that the terms and conditions of the agreement and the issuing of the shares comply with the provisions of this Standard and forthwith notify NAMFISA. (3) Sub-clause (2) shall also apply to any amendment or renewal of an agreement and to any amendment of the share conditions referred to in that sub-clause.
4. (1) A cell provider must not carry on any class of insurance or reinsurance business
other than for the classes of insurance business registered under the Act. (2) A cell provider may not act or operate as a front by transferring all risk to any other entity without underwriting or incurring any liability, and policies issued by the cell provider must clearly indicate that the cell provider is the underwriter. (3) A cell provider may transfer part of the risk to a registered reinsurer. (4) A cell provider who underwrites unrelated insurance business risks within a cell captive should ensure that it has adequate risk management framework or policies and processes in places. (5) Cell providers and cell owners must not use the cell captive arrangements for any purpose other than insurance business.
5. (1) The cell provider must have oversight arrangements to monitor the insurance market
conduct of cell owners at all times.
(2) The cell provider must ensure that the cell owner adheres to and complies with:-

7713 Government Gazette 22 December 2021 75
(a) Standard No. GEN.S.10.3 - Corporate Governance; and (b) Standard No. GEN.S.10.2 - Fit and Proper Requirements. (3) The cell provider ultimately bears the insurance risk.
6. Registered insurance intermediaries engaging or transacting in cell captive insurance
or reinsurance business must disclose to clients or potential clients, prior to the purchase of any insurance or reinsurance product:- (a) any conflict of interest in relation to the cell captive; (b) that the client or potential client is entitled to obtain the insurance product from another registered cell captive insurer; and (c) the proof of registration document as an intermediary. Reporting
7. A cell provider must in addition to any requirements imposed by NAMFISA in terms of
section 414 (3)(a) of the Act, report to NAMFISA on each cell captive’s financial status and position
by completing and submitting the annual returns in respect of short-term insurance and reinsurance business and long-term insurance and reinsurance business in accordance with Schedules 1 or 2 attached to this Standard. Capital requirements
8. For the purposes of policyholder protection and ensuring financial stability of all types of
cell captive insurance or reinsurance business referred to under clause 1(1)(e)(f) and (g), the cell provider must:- (a) ensure that each cell is financially sound; (b) in the case of a cell captive insurer or reinsurer where there is a third par unaffiliated party to protect, hold necessary capital as required in terms of Standard No. INS.S. 2.1- Capital adequacy requirements for registered insurers; (c) ensure that there is sufficient and adequate reinsurance cover in place to meet all its obligations; (d) ensure that surplus assets of one cell are not used to offset liabilities in another cell; (e) ensure that the insurance risk of the cell provider shall not be limited to the funds available in a particular cell and that any benefits due to the policyholder must not be withheld due to non-performance of the cell captive; (f) ensure that surplus assets (i.e. excess of the value of assets over the value of the liabilities, including the statutory capital requirement) in a cell captive are not included in the total assets of the cell provider; and (g) ensure that the cell provider remains ultimately liable to the insured in the event of the cell captive having insufficient funds to meet a claim.
9. Consistent actuarial assumptions must be used between the cell captives, where appropriate,
to value each cell captive’s business, otherwise the valuator may take account of the experience of each cell captive when determining the basis for each cell captive.
10. The assets required to cover the liabilities (including statutory capital requirements or
solvency capital requirements) of a cell captive shall not include investments in a cell owner.
11. (1) The cell provider may not use the assets of a cell captive which are required to cover
liabilities (including statutory capital or solvency capital requirements) to make a loan to the cell owner. (2) For the purposes of sub-clause (1), the cell owner also includes the subsidiaries, affiliates, associates or any other company being a subsidiary or associate of the ultimate holding company of the cell owner.
12. No ordinary or preference shares may be issued, whether directly or indirectly, to any
registered insurance or registered reinsurance brokers or its affiliate through cell captives.

76 Government Gazette 22 December 2021 7713
Dissolution
13. (1) Subject to sub-clause (2), the dissolution of the cell captives shall be in accordance
with the shareholders agreement or policy contract.
(2) The dissolution clause in the shareholders agreement or policy contract must comply with the requirements of the section 449 of the Act. (3) Prior to dissolution of the cell captive, the cell provider’s valuator and auditor must carry out an evaluation of the cell captive’s assets and liabilities, state the impact of such dissolution on the cell captive insurer or reinsurer and issue a certified statement to NAMFISA for review and approval. SUPPORTING SCHEDULES The following supporting schedules are attached to and form part of this Standard:
Schedule 1: Financial statements for long-term cell captive insurers or reinsurers
Schedule 2: Financial statements for short-term cell captive insurers or reinsurers
SCHEDULE 1
Financial statements for a long-term cell captive insurer or reinsurer STATEMENT OF COMPREHENSIVE INCOME LONG-TERM INSURANCE /REINSURANCE REPORTING PERIOD Gross premiums written Less: Reinsurance premium Net premiums written Gross policyholder benefits paid Reinsurance recoveries Net policyholders benefits Change in policyholder liabilities Commission paid POLICYHOLDER BENEFITS AND COMMISSION GROSS PROFIT/(LOSS) Investment income Other income TOTAL INCOME Management expenses Finance costs Other expenses TOTAL EXPENSES PROFIT BEFORE TAXATION LESS: Est. taxation (Current + def.) PROFIT FOR THE YEAR Other comprehensive income for the year

7713 Government Gazette 22 December 2021 77
STATEMENT OF CHANGES IN EQUITY
Reporting Period:
STATEMENT
OF CHANGES
IN EQUITY
Ordinary
Share
Capital
N$’000
Share
Premium
N$’000
Retained
Earnings
N$’000
Contingency
Reserve
N$’000
Other
Reserve
N$’000
Total
N$’000
Previous year
Balance At End Of
Previous Year
TOTAL
COMPREHENSIVE
INCOME
Transfers To/From
Contingency Reserve
Transfers To/From
Other Reserve
Other
Dividends Declared
Balance At
Current Year
STATEMENT OF FINANCIAL POSITION
LONG-TERM INSURANCE /REINSURANCE
REPORTING PERIOD
Immovable Property
Property, plant and equipment
Intangible assets
Deferred tax
Other assets
Investments
NON-CURRENT ASSETS
Reinsurer’s debtors
Premium debtors
TECHNICAL ASSETS
Cash and cash equivalents
Receivables
Investments
CURRENT ASSETS
TOTAL ASSETS
Deferred taxation
Other non-current liabilities
NON CURRENT LIABILITIES
Policyholder liabilities
Reinsurance creditors

78 Government Gazette 22 December 2021 7713
TECHNICAL LIABILITIES
Trade and other payables
Current income taxation
CAR
Other current liabilities
CURRENT LIABILITIES
TOTAL LIABILITIES
Excess Assets
SCHEDULE 2
Financial statements for a short-term cell captive insurer or reinsurer STATEMENT OF COMPREHENSIVE INCOME Reporting Period:
N$’000
Gross premiums written
Less: Reinsurance premium
Net premiums written
Change in provision for unearned premiums
Net Premiums Earned
Gross claims and loss adjustment expenses
Change in Incurred But Not Reported
Less: Gross claims and loss adjustment expenses recovered from reinsurers Net Claims incurred Commission incurred Less: Commission earned Net commission incurred Claims And Commissions Underwriting Surplus/Loss Management expenses Investment income Finance costs Other income Profit Before Taxation Less: Est. taxation (Current + def.) Profit For The Year Other comprehensive income for the year Total Comprehensive Income for the year

7713 Government Gazette 22 December 2021 79
STATEMENT OF CHANGE IN EQUITY
Reporting Period:
STATEMENT
OF CHANGES
IN EQUITY
Ordinary
Share
Capital
N$’000
Share
Premium
N$’000
Retained
Earnings
N$’000
Contingency
Reserve
N$’000
Other
Reserve
N$’000
Total
N$’000
Previous year
Balance At End Of
Previous Year
TOTAL
COMPREHENSIVE
INCOME
Transfers To/From
Contingency Reserve
Transfers To/From
Other Reserve
Other
Dividends Declared
Balance At
Current Year
STATEMENT OF FINANCIAL POSITION
SHORT-TERM INSURANCE /REINSURANCE
REPORTING PERIOD N$’000
Non-Current Assets
Immovable Property
Motor Vehicle And Office Equipment
Intangible Assets
Deferred Tax
Other Assets
Investment
Total Non-Current Assets
Cash And Cash Equivalents
Total Other Receivables
Other Receivables- Please specify
Other Receivables
Subgrogate receivables
Asset portion of inter-company account
Agent balances - Reinsurance
VAT balance (net of doubtful debts)
Sundry debtors
Investment
Total Current Assets
Reinsurers’ Share Of Unearned Premiums
Reinsurers’ Share Of Outstanding Claims
Reinsurers’ Share Of Claims Incurred But Not Reported Commission Receivable Premium Debtors

80 Government Gazette 22 December 2021 7713
Total Technical Assets
Total Assets

FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) AMOUNT OF COMMISSION THAT MAY BE PAID TO INSURANCE INSURANCE BROKERS Standard No. INS.S. 2.9 issued by NAMFISA under section 410(3)(x) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, “Act” means the Financial Institutions and Markets Act, 2021 (Act
No. 2 of 2021) and it includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(a) as defined in section 1 of the Act -
(i) financial service;
(ii) NAMFISA;
(b) as defined in section 4 of the Act -
(i) insurance;
(ii) long-term insurance;
(iii) policy;
(iv) policyholder;
(v) premium;
(vi) short-term insurance;
(c) as defined in section 8 of the Act -
(i) fund policy;
(ii) health insurance business;
(iii) life policy;
(iv) long-term policy;
(v) sinking fund insurance business;
(d) as defined in section 42 of the Act -
(i) Lloyd’s;
(ii) Lloyd’s intermediary;
(iii) Lloyd’s underwriter;
(e) as defined in section 53 of the Act -
(i) insurance agent;
(ii) insurance broker;
(iii) registered insurance agent;
(iv) registered insurance broker; and
(v) registered insurance intermediary.

7713 Government Gazette 22 December 2021 81
(3) In this Standard, unless the context indicates otherwise “commission” means compensation paid by a registered insurer to a registered intermediary or Lloyd’s intermediary in respect of financial services rendered under Chapter 2 of the Act; General information
2. This Standard applies to all registered insurance intermediaries, Lloyd’s intermediaries and registered insurers.
3. This Standard must be read in conjunction with -
(a) Standard No. INS.S. 2.7 – The fair treatment of clients and policyholders by registered agents and registered brokers; and (b) Standard No. GEN.S. 10.10 – Outsourcing. Compliance
4. Any agreement, scheme or arrangement to offer, provide, accept, pay or receive
commission for the rendering of a financial service in terms of Chapter 2 of the Act, otherwise than in accordance with this Standard, is void.
Part I: Long-term Insurance
Definitions
4. In this part, unless the context indicates otherwise -
(a) “annualised contributions” in relation to a scheme, means the total amount of 12 months’ contributions due under such scheme during a scheme year, but excluding transfer values inwards and excluding credits to the employer arising in the scheme by reason of the withdrawal of a member; (b) “annualised premium” in relation to a group policy, means the total of 12 months’ premiums payable under the policy for a scheme year; (c) “benefit component” means a separately identifiable kind of policy benefit provided under a policy; (d) “compulsory” in relation to an annuity, means there is a duty in terms of the rules of a fund to take out the annuity; (e) “group scheme” means a scheme or arrangement which provides for the entering into of a policy, other than an individual policy, in terms of which two or more persons without an insurable interest in each other, are the lives insured; (f) “m” means the number of months in any scheme year; (g) “n” means- (i) in relation to each separately identifiable constituent of a life policy- (aa) if only C of the numbers A, B and C is applicable to such constituent, C; or (bb) if C and one or both of A and B are applicable to such constituent, the smaller or smallest, as the case may be, of such numbers as are applicable, and for the purposes of this definition of “n”:- (cc) “A” means the number of years in the premium paying term, as such term is uniquely defined;

82 Government Gazette 22 December 2021 7713
(dd) “B” means the number of years in respect of which premiums are payable before the earliest survival benefit (including a surrender value but excluding a disability benefit) of at least a specifically stated or pre-determinable monetary amount becomes available; (ee) “C” means the greater of 10 and 75 minus age next birthday at entry; and (ii) in relation to retirement annuity policies:- (aa) under which there is a stated premium paying term, the number of years in such term, but limited to the greater of 10 and 66 minus age next birthday at entry; or (bb) under which there is no stated premium paying term, the greater of 10 and 66 minus age next birthday at entry; (h) “P” in relation to any policy year, means, for each separately identifiable constituent of a policy, the premium which in terms of the policy is payable in respect of that year; (i) “policy” means a long-term policy, other than a reinsurance policy; (j) “premium” means the consideration paid and still to be paid in respect of a policy, or, where the policy has two or more benefit components, the consideration paid and still to be paid in respect of the benefit component concerned; (k) “premium term” in relation to a recurring premium policy, or in relation to a benefit component of a recurring premium policy, other than a group policy or a fund policy, means the period for which the premium must be paid, being the shorter of the following periods:- (i) the period stated in the policy, or ascertainable from its written provisions, at the commencement of the policy or at the commencement of the benefit component; or (ii) the period for which the premium must be paid before a policy benefit must or may be provided, otherwise than upon a disability event, a health event or the death of a life insured; or (iii) the period for which the premium must be paid before a consideration must or may be paid upon the surrender of the policy, if the amount of the consideration is stated in the policy, or is ascertainable from its written provisions, at the commencement of the policy or at the commencement of the benefit component; or (iv) the period that is the longer of - (aa) 10 years; or (bb) in the case of a fund member policy, the number of full years from the beginning of the first premium year to the 66th birthday of the life insured; or (cc) in the case of another policy, the number of full years from the beginning of the first premium year to the 75th birthday of the life insured; (l) “premium year” in relation to a recurring premium policy or a benefit component of a recurring premium policy, other than a group policy or a fund policy, means one of a succession of periods, each of 12 months, the first of which begins on the date the

7713 Government Gazette 22 December 2021 83 policy, or the benefit component concerned, is entered into, or, if it is a later date, the date on which the obligation of the registered insurer in respect of the policy or the benefit component becomes operative; (m) “regular premium policy” means a policy under which the premium is payable in two or more amounts; (n) “scheme year” in relation to a scheme, means a period commencing on - (i) the date of commencement or the inception date, as the case may be, of the scheme with a registered insurer; or (ii) the date of the appointment of a registered insurance agent, a registered insurance broker, as the case may be, to the scheme, whichever is the later, and ending on - (aa) the day preceding the next succeeding inception date of the scheme; or (bb) the date of termination of the scheme with the registered insurer; or (cc) the date of termination of the appointment of the registered insurance agent or registered insurance broker, as the case may be, to the scheme; (o) “single premium policy” means a policy under which the premium is payable in one amount only; (p) “Table” means Table 1 or Table 2 in Schedule 1 attached to this Standard; (q) “term cover” means cover that is provided under a policy during a specified limited period of time; and (r) “tied”, in relation to a compulsory annuity, means a type of annuity where the retirement fund itself provides the compulsory annuity to its member or where the retirement fund rules predetermine the registered insurer where the compulsory annuity must be provided. Limitation of commission payable in respect of long-term insurance
5. (1) A registered insurer must not directly or indirectly pay, allow or give commission to
a registered insurance intermediary or Lloyd’s intermediary in respect of financial services rendered in terms of Chapter 2 of the Act, otherwise than in monetary form and in accordance with this Part, and more particularly, as specified in Table 1 of
Schedule 1 attached to this Standard.
(2) A registered insurance intermediary or Lloyd’s intermediary must not, directly or indirectly, receive or accept commission from a registered insurer in respect of financial services rendered in terms of Chapter 2 of the Act, otherwise than in monetary form and in accordance with this Part, and more particularly, as specified in Table 1 of Schedule 1 attached to this Standard.
6. Irrespective of how many persons render financial services as registered insurance intermediaries or Lloyd’s intermediaries in relation to a policy, the total commission that may be paid and
received in respect of that policy may not exceed the maximum allowed under Table 1 of Schedule 1 attached to this Standard.

84 Government Gazette 22 December 2021 7713
7. No commission shall be paid, allowed, given or accepted on a policy before the date on
which the premium, in respect of which the commission is based, is paid to the registered insurer concerned, except that commission relating to any particular policy year may be paid, allowed, given or accepted at the commencement of that year and in advance of receipt of any premium for that year by the registered insurer, provided that:- (a) for the purposes of calculating the amount of the commission payable in advance, it must be assumed that the premium becomes due with the same frequency as the commission; and (b) if any such premium remains partially or wholly unpaid, the registered insurer shall reverse the commission relating to the unpaid amount or the whole, as the case may be, of such premium within 24 months.
8. If a premium or any part thereof is for any reason refunded by a registered insurer, the commission paid, allowed or given in respect of that premium or part of that premium, if any, shall be
paid back to the registered insurer by the person to whom it was paid, allowed or given at the discretion of the registered insurer. Time of payment of commission
9. The commission payable in terms of Table 1 of the Supporting Schedule attached to this
Standard may be paid in one or more amounts, but must not be paid or received before:- (a) the first premium year has begun; or (b) the premium, in respect of which the commission is payable, has been received by the registered insurer. Commission when a policy has two or more benefit components
10. If a policy has two or more benefit components, and it is not specified in the policy or the
portion of the total premium attributable to each benefit component is not ascertainable from the written provisions of the policy, the commission that may be paid must not exceed the maximum that would have been allowed had the policy comprised of, and had the total premium been attributable to only the benefit component that most closely reflects the main purpose of the policy, to the exclusion of other subordinate purposes of the policy. Calculation of commission
11. Commission in respect of individual life insurance business shall be calculated as set out in
Table 1 of the suppoting schedule subject to the following conditions:
(a) regular premium policies in respect of retirement annuity policies: no renewal commission.; (b) in respect of all other policies - (i) for each separately identifiable constituent of the policy, the first year’s commission of (3.25%nP), subject to a maximum of 85% of P, provided that payment of any part of such commission may be made conditional upon payment of the premium due in any later year and that in such event that
part of the commission may be increased by not more than 15% per annum,
compounded annually until payment of that part of the commission; (ii) renewal commission, payable after the first year of the policy, the aggregate value of which, discounted at 15% per annum to the commencement of the second year, does not exceed 33 1/3% of the first year’s commission, as determined in accordance with clause 11(b)(i) but excluding the proviso thereto; and

7713 Government Gazette 22 December 2021 85
(c) sinking fund insurance business; provided such commission shall be payable only as and when the premium is received by the registered insurer.
12. Commission in respect of pension funds, retirement funds, group schemes and health
insurance business shall be calculated as set out in Table 2 of the Supporting schedule subject to the condition:
in respect of the first scheme year after setting up a new scheme, commission additional to that determined in accordance with Table 2 but not exceeding N$3450 or 7.5% of annualised contributions for that scheme year linked to CPI, whichever is the lesser, may be paid, but such additional commission shall apply only when a scheme is first established.
Part II : Short-term Insurance
Limitation of remuneration in terms of short-term insurance
13. No remuneration in respect of short-term insurance business, directly or indirectly must be
paid, allowed or given to, or accepted by or on behalf of, a registered insurance broker, Lloyd’s intermediary or any other person as remuneration for rendering services as an insurance intermediary otherwise than by way of commission in monetary form.
14. The commission payable in respect of a short-term insurance policy, regardless of the number of insurance intermediaries involved, in total must not exceed the maximum rate of commission
payable under this Standard.
15. No commission shall be paid, allowed, given or accepted on a short-term insurance policy
before the date on which the premium in respect of which the commission is based, is paid to the registered insurer or to the Lloyd’s underwriter concerned.
16. Commission for short term insurance policies shall be calculated as set out in Table 3 in supporting schedule.
17. If a premium or any part thereof is for any reason refunded by a registered insurer or by a
Lloyd’s underwriter, the commission paid, allowed or given in respect of that premium or part of that premium, if any, shall be refunded to the registered insurer or to the Lloyd’s underwriter by the person to whom it was paid, allowed or given. SUPPORTING SCHEDULE The following tables attached forms part of this Standard -
TABLE 1
Item Kind of policy or benefit component Maximum Percentage Single Premium Regular premium Basic percentage Limit:
Column 1 Column 2 Column 3 Column 4
1 Individual life (not funeral) policy
1.1 Not annuity 7.5% x P 3.25% x n x P 85%
1.2 Deferred annuity 1.5% x P 3.25% x n x P 75%
1.3 Immediate annuity
1.3.1 not compulsory 1.5% x P n/a n/a
1.3.2 compulsory – not tied 1.5% x P n/a n/a
1.3.3 compulsory – tied No commission
2 Individual/ group funeral policy 2.5% x P 3.25% x n x P 85% 3 Individual disability/ health policy
3.1 Term cover only 7.5% x P 3.25% x n x P 85%

86 Government Gazette 22 December 2021 7713
3.2 Not term cover only 2.5% x P 3.25% x n x P 85%
4 Fund policy Table 2 Table 2 n/a
5 Individual / group sinking fund insurance business 2.5% x P 2.5% x P 85%

A life policy that qualifies as a funeral policy may be dealt with under item 2.
TABLE 2
Maximum Normal Commission
Item Column 1 Column 2
Apply the applicable percentage(s) below
To so much of the annualised premium that
Is more than N$ But not more than N$
1 7.5% 1 68,000
2 5.0% 68,001 115,000
3 3.0% 115,001 250,000
4 2.0% 250,001 770,000
5 1.0% 770,001 Unlimited
TABLE 3
Maximum Normal Commission of the premium payable under a policy Item Apply the applicable percentage(s) below Vehicle policy 12.5% Other policies other than a vehicle policy 20.0% ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) POINT OF SALE INFORMATION TO BE PROVIDED BY INSURERS, INSURANCE AGENTS AND INSURANCE BROKERS TO POLICYHOLDERS AND POTENTIAL POLICYHOLDERS Standard No. INS.S. 2.10 issued by NAMFISA under section 410(3) (v) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, unless the context indicates otherwise -
(a) “Act” means the Financial Institutions and Markets Act, 2021 [Act o. 2 of 2021] and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “point of sale” means anytime the policy information is discussed from the first contact with the client until the time of the conclusion of the deal.

7713 Government Gazette 22 December 2021 87
(d) “tied annuity” means a type of annuity where the fund itself provides the compulsory annuity to its retiring member or where the fund rules predetermine the insurer where the compulsory annuity must be provided. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:- (a) as defined in section 1 of the Act - (i) NAMFISA; (ii) premium; (b) as defined in section 4 of the Act - (i) insurance; (ii) policyholder; (iii) registered insurer; (c) as defined in section 53 of the Act - (i) registered insurance agent; (ii) registered insurance broker; and (iii) registered insurance intermediary. (3) This Standard applies to all registered insurers, registered insurerance agents and registered insurance brokers.
3. This Standard must be read in conjunction with;
(1) Standard No. INS.S. 2.7 – Fair treatment of policyholders or potential policyholders and by registered insurance agents and registered insurance brokers; (2) Standard No. GEN.S. 10.17 – Plain language General information disclosures
4. The information disclosed at point-of-sale should contain -
(a) the name of the registered insurance intermediary and the registered insurer and a description of the of insurance product; (b) the type of insurance product, the benefits, rights, options and duties of the policyholder or potential policyholder; (c) the term of the insurance product, i.e. when the cover begins and ends; (d) a description of the risk to be insured and all exclusions; (e) the total premium payable and the detailed premium break down, the payment date, commission earned by the registered insurance intermediary and consequences of non-payment of the premium by the policyholder or potential policyholder; (f) where policy benefits are bundled under a single insurance product, the separate premiums payable for each policy benefit; (g) in the case of annuity policies, a statement as to whether an insurance product purchase is tied or not; (h) the fees or charges, and the type of fees or charges included in the premium; (i) any fees or charges not included to the premium, including but not limited to the fees or charges of the registered insurance intermediary and charges in respect of early termination;

88 Government Gazette 22 December 2021 7713
(k) information alerting the policyholder or potential policyholder as to the consequences of non-disclosures of risks to be insured. Timing of the provision of point of sale information to policyholder or potential policyholder
5. The point of sale information must be disclosed or provided in good time before the policy
contract is concluded, and the information should enable an informed decision to be made by the policyholder or potential policyholder before the conclusion of the sale of the insurance product.
6. For the purposes of clause 4, in determining what is “in good time”, registered insurance
intermediaries and registered insurers should consider the appropriate level of information and its importance to the policyholder or potential policyholder’s decision-making process.
7. The point of sale information must be provided free of charge, and the policyholder or potential
policyholder must be informed where to obtain additional information.
8. The date and time of the point of sale information provided to a client for consideration must
be clearly recorded by the registered insurer or registered insurance intermediary and acknowledged, in writing, by the client. Delivery and availability of information to clients Insurance product information must be provided at point of sale information in a way that is clear, does not hide or mislead, diminish or obscure important statements or warnings.
9. Point of sale information must be provided in writing..
10. Registered insurance intermediaries and registered insurers must have regard to policyholder
or potential policyholder preferences and their access with regard to the mode of delivery (e.g. internet, email and fax) of the point of sale information.
11. Registered insurance intermediaries and registered insurers must focus on the quality of
insurance product disclosure rather than the quantity of disclosure. In doing so, the registered insurance intermediary and the registered insurer must exercise reasonable care and focus on material and important point of sale information that the policyholder or potential policyholder should know and not focus on merely ticking boxes on a questionnaire.
12. Clear and simple disclosure is required for all insurance products , particularly regarding the
fees, charges and risks involved.
13. Registered insurance intermediaries and registered insurers must obtain acknowledgements,
in writing, from policyholders or potential policyholders that they have received and understood the point of sale information provided.
14. In addition to the provisions of this Standard and upon any request made by a policyholder
or potential policyholder, registered insurance intermediaries and registered insurers must deliver or make more or better information available to the policyholder or potential policyholder. Disclosure of rights and obligations
15. Registered insurance intermediaries must inform policyholders or potential policyholders at
the point of sale of their rights and obligations inherent in or incidental to a policy contract before conclusion of the sale of the insurance product, including but not limited to:- (b) the policyholder or potential policyholder’s obligation to fully disclose material facts truthfully pertaining to the risks to be insured; (c) the policyholder or potential policyholder’s obligations in terms of the particular policy contract that must be complied with for the duration of its term and the legal consequences of non-compliance;

7713 Government Gazette 22 December 2021 89
(d) the policyholder or potential policyholder’s obligation to monitor the cover, including a statement, where relevant, that the policyholder or potential policyholder may need to review and update the cover periodically to ensure it remains adequate; (e) the policyholder or potential policyholder’s right to cancel the policy contract and the conditions relating to the right to cancel, and prominent disclosure of any fees or charges related to early cancellation or switching a policy; (f) the policyholder or potential policyholder’s right to claim benefits, including the conditions under which the policyholder or potential policyholder may claim and the contact details to notify of a claim; (g) the policyholder or potential policyholder’s right to complain, including the arrangements for handling policyholder or potential policyholder complaints, which must include the registered insurer’s internal claims dispute mechanism and the existence of any independent dispute resolution mechanism; and (h) all exclusions and limitations.
16. In order to ensure that a policyholder or potential policyholder understands the obligation to
disclose material facts referred to in clause 14(b), the registered insurance intermediary must:
(a) explain -
(i) the duty to disclose fully all risks to be insured and a description of the kind of information that needs to be disclosed; and (ii) the consequences of any failure to make such disclosure; and (b) ask the policyholder or potential policyholder clear questions about any risk to be insured in a policy.
17. For the purposes of clause 14(h), in determining what exclusions or limitations are
important, registered insurance intermediaries must, in particular, consider those that relate to the significant features and benefits of a policy and factors which may have an adverse effect on the benefits payable under it, including but not limited to - (a) deferred payment periods; (b) exclusion of certain conditions, diseases or pre-existing medical conditions; (c) moratorium periods; (d) limits on the amounts of cover; (e) limits on the period for which benefits will be paid; (f) waiting periods; (g) restrictions on eligibility to claim, such as age, residence or employment; (h) surrender values; and (i) excess amount to be paid by the policyholder. Compliance
18. Where a insurance product information sheet is used, it should be clearly identified as such
and it should be pointed out to the policyholder or potential policyholder that the information is not exhaustive, and insofar as the information concerns the content of a policy contract, reference should be made as appropriate to the relevant provisions of the policy contract or to the general policy conditions underlying the policy contract.

90 Government Gazette 22 December 2021 7713
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
Provisions governing the registration and on-going requirements for a corporate body to act as an agent Standard No. INS.S. 2.11 issued by NAMFISA under section 410(3)(z) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, “Act” means the Financial Institutions and Markets Act, 2021 (Act
No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(a) as defined in section 1 of the Act -
(i) corporate body;
(ii) NAMFISA;
(b) “registered insurer” as defined in section 4 of the Act; (c) as defined in section 53 of the Act - (i) insurance agent; (ii) corporate insurance agent; and (iii) registered insurance agent.
This Standard applies to all corporate bodies applying for registration as a corporate
insurance agent (hereinafter referred to as “applicants).
Where to apply
An application for registration as a corporate insurance agent must be submitted to NAMFISA in accordance with clause 10.
General requirements
Each applicant must complete -
(a) the form entitled Application for Registration as a Corporate Insurance Agent attached hereto as Schedule 1; and (b) the form entitled “Fit and Proper Requirements” attached hereto as Schedule 2.
Applicants must submit corporate body’s foundation and registration documents, including
the following -
(a) certified copy of memorandum and articles of association or founding statements, and any amendments thereto, if any; (b) certified copies of share certificates or members’ interest; (c) original letter of intent from the registered insurer concerned; and (d) any other document that the applicant considers relevant or that NAMFISA may require.

7713 Government Gazette 22 December 2021 91
Code of conduct
6. Every applicant must, as an on-going condition of registration, be guided by a code of
professional conduct approved by NAMFISA with respect to all insurance agent activities.
7. (1) If an applicant has or will have employees carrying on the activities of an insurance
agent, the applicant must have in place a written code of conduct applicable to such employees in terms of Standard No. GEN.S. 10.9. (2) The applicant must ensure that its employees who are insurance agents comply at all times with the code of conduct referred to in sub-clause (1). (3) The applicant must ensure that it implements policies and procedures to assess, as an ongoing process, the competencies of its employees carrying on the activities of insurance agents.
8. Any revisions to a code of conduct must be approved by NAMFISA in order to maintain the
registration of the corporate agent.
Submission of applications for registration
9. (1) An application for registration as a corporate insurance agent must be completed
and signed as applicable;
(2) An application must be completed in hard copies, signed by the principal officer of the registered insurer or reinsurer or a duly authorised representative of the applicant and submitted manually and electronically to NAMFISA together with supporting documents to - (a) the designated NAMFISA ERS user account; and (b) NAMFISA using either the postal or physical address SUPPORTING SCHEDULES
10. The following supporting schedules are attached to and form part of this Standard -
Schedule 1: Application for Registration as a Corporate Insurance Agent
Schedule 2: Fit and Proper Requirements GEN.S. 10.9

92 Government Gazette 22 December 2021 7713
SCHEDULE 1
APPLICATION FORM18 FOR REGISTRATION AS A LONG-TERM OR SHORT-TERM CORPORATE INSURANCE AGENT I, the undersigned, do hereby apply on behalf of …………………………………………………… [insert name of corporate body] for registration to carry on the business of corporate insurance agent in Namibia pursuant to section 55 of the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) (the “Act”).

DETAILS OF APPLICANT CORPORATE BODY
Full Names: ..........................................................................................................................................
Corporation Registration Number: ......................................................................................................
VAT Number: .......................................................................................................................................
Current NAMFISA License Number (if applicable): ..........................................................................
CONTACT DETAILS
Physical Address: .................................................................................................................................
Postal Address: .....................................................................................................................................
Telephone Number: ..............................................................................................................................
Facsimile Number: ...............................................................................................................................
E-Mail Address: ...................................................................................................................................
DIRECTORS/MEMBERS OF APPLICANT CORPORATE BODY
Names, Nationality and Country of Residence:
...............................................................................................................................................................
...............................................................................................................................................................
...............................................................................................................................................................
...............................................................................................................................................................
...............................................................................................................................................................
...............................................................................................................................................................
OWNERSHIP STRUCTURE OF APPLICANT CORPORATE BODY
Shareholder/Members’ names and proportion of ownership:
...............................................................................................................................................................
...............................................................................................................................................................
...............................................................................................................................................................
...............................................................................................................................................................
...............................................................................................................................................................
...............................................................................................................................................................
16 Application forms referred to in this document may be obtained from the offices of NAMFISA, P.O. Box 21250, Windhoek NAMIBIA, 154 Independence Avenue 1st Floor, Sanlam Centre, Tel: (+264 61) 290 5000, Fax (+264 61) 256303, E-mail: info@namfisa.com.na

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5. BANKING DETAILS OF APPLICANT CORPORATE BODY
Bank Name: .........................................................................................................................................
Branch Name: ......................................................................................................................................
Branch Code: .......................................................................................................................................
Account Number: .................................................................................................................................
Account Type: ......................................................................................................................................
6. AUDITOR OR ACCOUNTANT OF APPLICANT CORPORATE BODY IN NAMIBIA
Full Name: ...........................................................................................................................................
Physical Address: .................................................................................................................................
Telephone Number: ..............................................................................................................................
Facsimile Number: ...............................................................................................................................
E-Mail Address: ...................................................................................................................................
7. COUNTRIES OTHER THAN NAMIBIA IN WHICH THE APPLICANT CORPORATE
BODY CARRIES ON THE BUSINESS OF CORPORATE INSURANCE AGENT
...............................................................................................................................................................
PERIOD OF FINANCIAL YEAR: ...................................................................................................
9. DETAILS OF PRINCIPAL OFFICER ....................................................................................
First Name and Middle Name(s) ..........................................................................................................
Surname: ..............................................................................................................................................
ID/Passport Number: ...........................................................................................................................
Nationality: ..........................................................................................................................................
Gender: .................................................................................................................................................
Physical Address: .................................................................................................................................
Postal Address: .....................................................................................................................................
Telephone Number: ..............................................................................................................................
Mobile Number: ...................................................................................................................................
Facsimile Number: ...............................................................................................................................
E-Mail Address: ...................................................................................................................................
Employment History
Current Employer: ...............................................................................................................................
Date of employment: ............................................................................................................................
Previous Employer: ..............................................................................................................................
Period of employment: .........................................................................................................................
Position: ...............................................................................................................................................
Educational Qualifications
Highest qualifications: .........................................................................................................................
Relevant training attended: ..................................................................................................................

94 Government Gazette 22 December 2021 7713
10. ATTACHMENTS
10.1 Corporate body
i. Registration fee N$ 200.00
ii. Proof of bank account
iii. Memorandum and Articles of Association/Founding statement
iv. List of Directors
v. Certified copies of share certificates/certificates of members’ interest
vi. Certified copies of Directors’ ID/Valid Passport
vii. Municipality Certificate of Registration or /of Fitness
viii. Original letter of Intent or Agreement from registered insurer(s)
ix. If registered with NAMFISA previously, proof of payment of annual fee
x. Proof of registration as a tax payer from the Receiver of Revenue
10.2 Principal Officer
xi. Abridged or shortened CV
xii. Certified copies of Highest Educational Qualifications
xiii. Affidavit and Fit and Proper Questionnaire signed in front of Commissioner
of Oaths
xiv. Certified Copy of ID/Valid Passport
xv. Residence Permit or Work Permit (if not a Namibian citizen)
xvi. Proof of registration as a tax payer from the Receiver of Revenue
xvii. Proof of domicile
All copies of original documents must be duly certified. Copies made from certified documents will not be accepted.
11. PRINCIPAL OFFICER’S DECLARATION:
I hereby declare that I have not been convicted by any court of any offence involving dishonesty, or of an offence in terms of the Act, the former Long-term Insurance Act, 1998 (Act No. 5 of 1998), the Short-term Insurance Act, 1998 (Act No. 4 of 1998). By signing the document I declare that:
a) The long-term insurance business or short-term insurance business, as applicable, of the applicant company will be conducted in Namibia in compliance with the Act and the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; b) I and the company will adhere to the requirements and conditions stated in this application form; and c) all the information contained in this application is true and accurate and can be relied upon and I have disclosed all necessary material information that may be required by the NAMFISA. In the event that any information provided in this application is incorrect or not fully disclosed, I accept that the registration of the company as a corporate insurance agent may be cancelled in accordance with the provisions of the Act.
Full Names: ........................................................................................
Signature: ............................................................................................
Date: ...................................................................................................
Place: ..................................................................................................

7713 Government Gazette 22 December 2021 95
12. REQUIREMENTS FOR THE CARRYING ON THE BUSINESS OF A LONG-TERM
OR SHORT-TERM CORPORATE INSURANCE AGENT, AS APPLICABLE, IN NAMIBIA
12.1 PAYMENT OF ANNUAL FEES
An annual fee of N$1000.00 is payable.
12.2 SUBMISSION OF ANNUAL RETURNS
Every corporate insurance agent is required to:
i. keep proper accounts of, and financial information relating to, its long-term or
short-term insurance agency business; and
ii. annually, within 90 days after the end of the financial year, submit annual returns
to NAMFISA and such other information as NAMFISA may require.
12.3 CANCELLATION OF REGISTRATION
12.3.1 Voluntary cancellation or variation of registration
An application for cancellation or variation of registration may be made at the offices of NAMFISA pursuant to section 65 of the Act. (Application form for cancellation or variation of registration is available at the offices of NAMFISA).
12.3.2 Cancellation of registration by NAMFISA
Registration may be cancelled by NAMFISA pursuant to section 66 of the Act.
12.4 CHANGE OF CONTACT DETAILS
New contact details must be submitted in writing to NAMFISA including physical, postal and email addresses, telephone, mobile and facsimile numbers.
12.5 CHANGE OF REGISTERED NAME
An application for approval by NAMFISA of a change of registered name must be submitted to NAMFISA in accordance with section 391 of the Act. (Application form for approval of a name change is available at the offices of NAMFISA)
12.6 MOVEMENT OF CORPORATE INSURANCE AGENT WITHIN THE
INDUSTRY
NAMFISA must be notified immediately of any movement of a corporate insurance agent from one registered insurer to another, or upon a corporate insurance agent exiting the industry.

96 Government Gazette 22 December 2021 7713
SCHEDULE 2
FIT AND PROPER REQUIREMENTS FOR LONG-TERM AND SHORT-TERM CORPORATE INSURANCE AGENTS To be completed19 on behalf of any corporate body that wishes to apply for registration as a corporate insurance agent in terms of the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) DECLARATION
SECTION A: DETAILS OF THE CORPORATE BODY
Full name: ............................................................................................................................................
Corporate Registration Number: ..........................................................................................................
VAT Number: .......................................................................................................................................
Current NAMFISA License Number (if applicable): ..........................................................................
Postal address: ......................................................................................................................................
Telephone number: ...............................................................................................................................
Fax number: .........................................................................................................................................
E-mail address: .....................................................................................................................................
Mobile number: ....................................................................................................................................
SECTION B: SCHEDULE FOR FIT AND PROPER REQUIREMENTS
A person is able to demonstrate honesty, fairness, ethical behavior and integrity if that person:
i. is not disqualified from being a director of a company in terms of the Companies Act,
2004;
ii. declares under oath confirming that within the past ten years:
k) a fiduciary obligation has not been breached; l) he or she has not perpetrated or participated in grossly negligent, deceitful, or otherwise discreditable business or professional practices; m) he or she has not been reprimanded, disqualified or removed by a professional or regulatory body in relation to matters relating to the person’s honesty, integrity or business conduct; n) he or she has not been involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies of honesty, integrity, fairness or ethical behavior in that management; o) he or she was not the subject of civil or criminal proceedings or enforcement action in relation to the management of an entity or commercial or professional activities, which were determined adversely to the person (including by the person consenting to an order or direction, or giving an undertaking, not to engage in unlawful or improper conduct) and which reflected adversely on the person’s competence, diligence, judgment, honesty or integrity; p) he or she has not been refused authorization to carry on business by any regulatory body (whether in Namibia or elsewhere), or has such authorization ever been suspended or revoked by any such body because of negligence, incompetence or mismanagement; q) he or she has not been having a significant ownership in the business or company which has failed, where that failure has been occasioned in part by deficiencies of honesty, integrity, fairness or ethical behavior in that management; or 19 Copies of this form are available at the offices of NAMFISA, P.O.Box 21250 Windhoek, NAMIBIA, 51-55 Werner List Street, Gutenberg Plaza, Windhoek, Tel: (+26461)256303, E-mail: info@namfisa.com.na

7713 Government Gazette 22 December 2021 97 r) he or she has not been found to be liable under the Financial Intelligence Act, No. 13 of 2012 (FIA), and/or the Prevention of Organized Crime Act, No. 29 of 2004 and/or the Combating of Financing of Terrorist Act, Act No 12 of 2012 and/or any other similar crime in any country; s) he or she is not listed on any bad creditors’ bureau; t) he or she has never been involved with a regulated institution when such institution failed to maintain a financial sound position or the required capital or solvency. AFFIDAVIT I, ………………………………………………………………………(full names), being the duly authorised principal officer of ……………………………………………………… [insert name of corporate body] hereby declare as follows:
 The contents of this affidavit are true and correct to the best of my knowledge and belief.  I undertake to notify NAMFISA of any material changes to, or affecting the completeness or accuracy of, the information supplied to NAMFISA in this affidavit as soon as possible, but in any event no later than 7 days from the day that the changes come to my attention.  I know and understand the contents of this affidavit.  I do not have objections to taking the prescribed oath, which I consider to be binding on my conscience. ___________________ Signature of deponent THUS SIGNED AND SWORN before me at _________________________________________ on the _______________ day of ________________________ 20 ______ the Deponent having declared that he/she knows and understands the contents of this Affidavit, that it true and correct, that he/she has no objection to taking the oath, and that he/she considers the oath to be binding on his/her conscience. ___________________________ COMMISSIONER OF OATHS FULL NAMES: _____________________________________ CAPACITY: ________________________________________ ADDRESS: ________________________________________

98 Government Gazette 22 December 2021 7713
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
The determination of what constitutes a sound financial position of registered insurers or reinsurers Standard No. INS.S. 2.12 issued by NAMFISA under sections 410(2)(t) and 410(3)(dd) of the Financial Institutions and Markets Act, 2021 Definitions (1) In this Standard, unless the context indicates otherwise - (a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “long-term insurer” means an insurer that is registered to carry on the business of long-term insurance or reinsurance; (c) “outstanding claims” means claims received or filed but not yet settled; (d) “short-term insurer” means an insurer that is registered to carry on the business of short-term insurance or reinsurance; (e) “technical provisions” means - (i) under long-term insurance or long-term reinsurance means amounts set aside to meet all liabilities arising out of long-term insurance or long-term reinsurance policy contracts; and (ii) under short-term insurance or short-term reinsurance means amounts set aside to meet all liabilities in respect of outstanding claims (whether reported or not), provision for unearned premium and for unexpired risks; (f) “unearned premium” means an insurance premium that is paid by the policyholder in advance which the registered insurer or registered reinsurer has not earned; and (g) “unexpired risk” means risks underwritten by the registered insurer or registered reinsurer for which coverage extends beyond the valuation date. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:- (a) as defined in section 1 of the Act - (i) client; (ii) insurer; (iii) NAMFISA; (iv) reinsurer; (b) as defined in section 4 of the Act - (i) insurance; (ii) policy holder; (iii) registered insurer; (iv) registered reinsurer; and (v) reinsurance.
2. This Standard applies to all registered insurers and registered reinsurers.
3. A registered insurer or registered reinsurer will be considered to have a sound financial
position when -
(a) the insurer’s or reinsurer’s assets exceed its liabilities; (b) the insurer or reinsurer meets the capital adequacy requirements for registered long-term insurers or registered long-term reinsurers, or the solvency margin for registered short-term insurers or registered short-term reinsurers set out in Standard No. INS.S. 2.1 - The capital adequacy requirements for registered insurers;

7713 Government Gazette 22 December 2021 99
(c) the insurer or reinsurer provides for technical provisions and values assets appropriately and in accordance with the provisions of Standard No. INS.S. 2.2 - The determination, calculation and valuation of the assets and liabilities of registered insurers for the purposes of capital adequacy, including NAMFISA‟s right to change a valuation under circumstances determined in such standard; (d) the insurer or reinsurer maintains internal controls and risk management systems that are at a minimum compliant with the requirements of the Act; (e) the insurer or reinsurer maintains standards of corporate governance that are at a minimum as high as those required by Standard No. GEN.S. 10.3 - Governance of financial institutions and intermediaries; and (f) the insurer or reinsurer generally conducts its business in a manner that will enable it to meet all of its obligations to the public, clients and policyholders. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 The trust account to be opened by Lloyd’s, the minimum value of funds therein and the returns to be furnished by Lloyd’s under section 47 of the Act Standard INS.S.2.13 issued by NAMFISA under sections 410(3) (n), (o), (p) and section 47 of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, unless the context indicates otherwise “Act” means the Financial
Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) banking institution; (ii) building society; (iii) corporate body; (iv) entity; (v) financial institution; (vi) GAAP; (vii) NAMFISA; (b) as defined in section 4 of the Act - (i) policy; (ii) policyholder; (iii) short-term insurance;

100 Government Gazette 22 December 2021 7713
(c) as defined in section 42 of the Act -
(i) Lloyd’s;
(ii) Lloyd’s intermediary;
(iii) Lloyd’s representative;
(iv) Lloyd’s underwriter;
(v) trust account;
(d) registered insurance intermediary, as defined in section 53 of the Act; and (e) as defined in section 162 of the Act - (i) collective investment scheme; (ii) participatory interest; and (iii) portfolio. Applicability
2. This Standard applies to Lloyd’s and the Lloyd’s representatives.
Part I: Trust Account (clauses 3 to 8)
Deposits
3. (1) The Lloyd’s representative must, not later than 90 days after the end of each financial
year, deposit in the trust account an amount equal to 70 per cent of all premiums of whatever nature received by Lloyd’s underwriters during the immediately preceding financial year in respect of insurance activity which is subject to the jurisdiction of NAMFISA, less - (a) premiums refunded during the month in which such premiums were received; and (b) commission paid or payable in respect of such premiums. (2) A different percentage to that referred to in sub-clause (1) may be determined by NAMFISA from time to time by notice to the Lloyd’s representative and publication in the Gazette. Investments
4. (1) Any moneys standing to the credit of the trust account that are not required for
immediate use pursuant to clause 6 may be invested by the Lloyd’s representative in any asset specified in Schedule 1 to this Standard. (2) All documents issued in respect of an investment made pursuant to sub-clause (1) must be held by the Lloyd’s representative, who shall be competent to realize any asset referred to in that sub-clause. (3) All moneys acquired by virtue of any investment or realization contemplated in sub- clauses (1) or (2) must, as soon as practicable, be deposited in the trust account. Withdrawals
5. (1) Within 90 days after the financial year end, an amount equal to the amount deposited
in the trust account during the same year of the immediately preceding year, together with interest thereon, may be withdrawn from the trust account, less any amount withdrawn for the purposes of clause 6 during the first-mentioned year.

7713 Government Gazette 22 December 2021 101
(2) Any amount withdrawn from the trust account pursuant to sub-clause (1) must not be transferred to Lloyd’s unless the Lloyd’s representative has obtained approval in writing from NAMFISA and complied with the provisions of clause 8(2). (3) Prior to making any withdrawal pursuant to section 46(3) of the Act and clause 5 (2), a return in the form of Schedule 2 to this Standard must be submitted to NAMFISA. Claims
6. (1) Any claim against a Lloyd’s underwriter arising from a policy entered into by virtue
of an act performed by a Lloyd’s intermediary may be paid - (a) out of the moneys standing to the credit of the trust account; (b) from any assets referred to in clause 4(1); or (c) from an amount due to Lloyd’s underwriters in respect of any act performed by a Lloyd’s intermediary in the capacity as such intermediary. (2) The Lloyd’s representative must, upon production of a warrant of execution issued under an order of a competent court in respect of a claim referred to in sub-clause (1), pay such claim out of the moneys, assets or amounts referred to in that sub-clause. Limits on withdrawals
7. Moneys must not be withdrawn from the trust account except -
(a) for the purposes of clauses 4, 5 or 6; and (b) with the prior written approval of NAMFISA.
Part II: Lloyd’s Returns (clauses 8, 9 and 10)
8. The Lloyd’s representative must submit to NAMFISA, annually, in accordance with
clause 12 -
(a) a return in the form of Schedule 2 Annex to this Standard, showing the assets specified in Schedule 1 that are held by Lloyd’s; and (b) after the end of each calendar year, a return in the form of Schedule 2 to this Standard, reviewed by an auditor, in respect of the trust account as at the last day of the immediately preceding year, including the assets specified in Schedule 1 that are held by Lloyds as of that date.
9. The Lloyd’s representative must submit to NAMFISA, quarterly, the following information
in the form of Schedule 3 to this Standard and in accordance with clause 11 and clause 12(a) - (a) the amount of claims per class paid by Lloyd’s underwriters; (b) a report on all complaints received from policyholders and clients in Namibia inclusive of how each complaint was dealt with; (c) premium volume and types of policies in Namibia sold during the period in question; and (d) any other documents that NAMFISA may prescribe.
10. The Lloyd’s representative must submit to NAMIFSA, annually, in accordance with clause
12(b) -

102 Government Gazette 22 December 2021 7713
(a) audited annual returns reviewed by an auditor relating to the short-term insurance business carried on by Lloyd’s in Namibia, together with the report of the auditor thereon, in the form of Schedule 2 to this Standard; (b) the latest available Solvency and Financial Condition Report prepared in respect of ‘the association of underwriters known as Lloyd’s; and (c) the latest available International Standard on Assurance Engagements (ISAE) No. 3402, Assurance Report on Controls at a Service Organization in respect of Lloyd’s insurance transaction processing services.
Part III: General (clauses 11 to 15)
Form and method of submission
11. The information required by this Standard must be submitted manually and electronically
to -
(a) the designated NAMFISA ERS user account; and (b) NAMFISA using either the postal or physical address. Reporting periods and due dates
12. The Lloyd’s representative must provide the information required by this Standard -
(a) in the case of the quarterly information required by clause 9, not later than 30 days after the end of the reporting period to which the information relates; (b) in the case of the annual returns and reports required by clauses 8 and 10, not later than 90 days after the financial year end; (c) in the case of the audited annual return required by clause 10 (b) and (c), not later than 90 days after the financial year end, of the short-term insurance business carried on by Lloyd’s in Namibia. Extension
13. Upon application by the Lloyd’s representative, NAMFISA may, by notice in writing, grant
the Lloyd’s representative an extension of a due date referred to in clause 12, in which case the new date for the submission of the information shall be the date specified in the notice of extension. Additional information
14. Notwithstanding clauses 8, 9, 10 and 12, if NAMFISA considers it necessary and reasonable
to obtain additional information or to obtain information more frequently from the Lloyd’s representative, NAMFISA shall inform the Lloyd’s representative and shall stipulate the frequency, form and content of such information as applicable. Accountability
15. The Lloyd’s representative must ensure that each Lloyd’s underwriter and each Lloyd’s
intermediary, where acting as agent on behalf of Lloyd’s underwriters, carrying on short-term insurance business in Namibia has processes and controls in place to support the submission of accurate and reliable information to the Lloyd’s representative necessary for the Lloyd’s representative to submit to NAMFISA the information required by this Standard, within the time periods stipulated by clause 12.

7713 Government Gazette 22 December 2021 103
SUPPORTING SCHEDULES
The following supporting Schedules are attached to and form part of this Standard - (3) Assets in which moneys standing to the credit of the trust account may be invested (4) Form of audited, annual return pursuant to clause 8(b) of the Standard in respect of the trust account as at the last day of the immediately preceding year, including the assets specified in
Schedule 1 that are held by Lloyd’s as of that date
Annex: Form of annual return pursuant to clause 8(a) of the Standard showing the assets referred to
in Schedule 1 held by Lloyd’s as at the end of the financial year (5) Form of quarterly return providing the information referred to in clause 9 of the Standard
SCHEDULE 1
Assets in which moneys standing to the credit of the trust account may be invested 1 Bills, bonds or securities issued by the Government of Namibia 2 Bills, bonds or securities guaranteed by the Government of Namibia 3 Bills, bonds or securities issued or guaranteed by or loans to or guaranteed by any statutory body or local authority in Namibia 4 Bills, bonds or securities issued by or loans to any institution in Namibia 5 Bills, bonds or securities issued by the government of or any local authority in, a country other than Namibia 6 Bills, bonds or securities issued by an institution in a country other than Namibia 7 Stocks or shares in any corporate body, banking institution, building society or other financial institution incorporated in Namibia in terms of the laws or Namibia or in participatory interests in a portfolio of a collective investment scheme 8 Immovable property in Namibia 9 Motor vehicles, furniture and office equipment, including computer equipment, used by Lloyd’s in the course of its business in Namibia 10 Any other assets which NAMFISA may approve, subject to such conditions as NAMFISA may determine
SCHEDULE 2
Form of audited annual return pursuant to clause 8 (b) of Standard No. INS.S. 2.13 with respect to the trust account including the assets specified in Schedule 1 that are held by Lloyd’s as at the year ended 31 March 20 - - In this Return - “Year of the Return” means the year to which the return relates, as indicated above; and “Standard” means Standard No. INS.S. 2.13. N$ Sub-total N$ Total

Credit balance in the Lloyd’s trust account as at the end of the Year of the Return
Book value of assets referred to in Schedule 1 held as at the end of the Year of the
Return
Total amounts deposited in the trust account during the Year of the Return
(a) pursuant to clause 3 of the Standard;
(b) pursuant to clause 4(3) of the Standard.

104 Government Gazette 22 December 2021 7713
4. Total of amounts shown against items 1, 2, 3(a) and 3(b)
5. Total of amounts withdrawn from the trust account during the Year of the Return
for:
(a) investment in assets referred to in Schedule 1 to the Standard; (b) transfer to Lloyd’s; (a) payment of any claim referred to in clause 6(1) of the Standard; and (b) other purposes (specify).
6. Total of amounts shown against items 5(a), 5(b), 5(c) and 5(d)
7. Difference between the amounts shown against items 4 and 6
8. Total amount deposited in the trust account during the year immediately preceding the Year of the Return pursuant to clause 5 of the Standard
9. Credit balance in the trust account at the end of the Year of the Return
10. Book value of assets referred to in Schedule 1 to the Standard held at the end of
the Year of the Return
ANNEX to SCHEDULE 2
Form of annual return showing assets referred to in
Schedule 1 and clause 8(a) of Standard INS.S. 2.13
held by Lloyd’s for the year ended
(day) ________ (month) __________________________ (year) _________ N$ N$ 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.

7713 Government Gazette 22 December 2021 105
SCHEDULE 3
Form of quarterly return providing the information referred to in clause 9 of Standard No. INS.S. 2.13 for the quarter ended (day) ________ (month) __________________________ (year) _________ N$ N$ 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 Application by registered insurer or reinsurer for voluntary cancellation of registration granted pursuant to section 11 of the Act or for variation of the classes of business by cancellation of class (es) of business for which it was registered Standard No. INS.S.2.14 issued by NAMFISA under sections 13(2) and 410(3) (dd) of the Financial Institutions and Markets Act, 2021 Definitions (1) In this Standard - (a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; and (b) “NAMFISA ERS” means the Electronic Regulatory System which facilitates communication between NAMFISA and financial institutions. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:

106 Government Gazette 22 December 2021 7713
(c) as defined in section 1 of the Act -
(i) auditor;
(ii) board;
(iii) document;
(iv) principal officer;
(v) NAMFISA;
(vi) valuator;
(d) as defined in section 4 of the Act -
(i) class;
(ii) insurer;
(ii) policyholder;
(iv) reinsurer;
(v) registered insurer;
(vi) registered reinsurer; and
(vii) insurance business.
(2) This Standard applies to all registered insurers or reinsurers (hereinafter referred to as “applicants”) applying for cancellation of its registration granted pursuant to section 11 of the Act. (3) Applications for variation of registration by adding a class(es) of insurance or conditions upon which registration was granted must be dealt with in accordance with INS.S.2.3 Application for registration of insurers and reinsurers. Where to apply (4) An application for cancellation of registration granted pursuant to section 11 of the Act or for variation of registration by cancellation of class(es) of insurance for which it was registered must be submitted to NAMFISA in accordance with clause 12. Application for cancellation of registration or variation of registration by cancellation of a class(es) of business (5) Pursuant to sub-section 13(2) of the Act, an applicant that intends to apply for voluntarily cancellation of its registration granted pursuant to section 11 or variation of registration by cancellation of a class(es) of business for which it was registered must - (a) apply to NAMFISA, in writing, in accordance with the form set out in Schedule 1, FORM A, titled Application letter; (b) complete the form and furnish particulars as set out in Schedule 2, FORM B, titled Application for voluntary cancellation of registration of an insurer or reinsurer; (c) file with NAMFISA, as proof, a copy of the notice published in terms of section 13(3) of the Act; (d) provide a copy of the resolution on the decision to cancel or vary its registration by cancelling a class(es) of business for which it was registered pursuant to section 11 of the Act; (e) provide proof of payment of the application fee; and (f) provide any other information and documents that NAMFISA may, from time to time, reasonably require. (6) (2) The applicant, its principal officer or a duly authorised person20 may, if so required, be called to appear before NAMFISA for a personal representation in connection with an application. 20 Applicant to attach the original copy of letter or document of authorisation

7713 Government Gazette 22 December 2021 107
Notice
(7) The applicant must before filing the notice in the newspapers in terms of section 13(3) of the Act and clause 5(c) notify NAMFISA of the proposed intention to cancel registration or or variation of registration by cancellation of a class(es) of business for which it was registered. (8) The applicant may after NAMFISA has considered all objections received due to the published notice refered to in section 13(3) of the Act and 5(c) lodge an application with NAMFISA. General requirements (9) An applicant must further specify the measures that the applicant shall take to discharge all its obligations under insurance policies, other contractual obligations including broker agreements and meet all of its liabilities; and Powers of NAMFISA
2. (10) (1) No registered insurer or reinsurer shall voluntarily wind-up or cease
insurance business operations without the prior written approval of NAMFISA. (2) An application, not complete in all respects and not conforming to the instructions specified in Schedule 2 and this Standard, may be rejected on the basis of non-compliance with this Standard. (3) In instances where the application is deemed not complete, NAMFISA must give the applicant the opportunity to provide the required information to complete the application. The required information must be provided within 7 working days, failing which the application shall be rejected. Application fee (11) An application must be accompanied by the required non-refundable fee as stipulated in terms of Standard GEN.S.10.23. Submission (12) An application for cancellation of registration or for variation of registration by cancellation of class(es) of insurance for which it was registered must be completed in hard copies, signed by the principal officer of the registered insurer or reinsurer or a duly authorised representative of the applicant and submitted manually and electronically to NAMFISA together with supporting documents to - (a) the designated NAMFISA ERS user account; and (b) NAMFISA using either the postal or physical address. Effect of cancellation of registration (13) (1) On and from the date of cancellation of the registration, the insurer or reinsurer, shall cease to act as an insurer or a reinsurer. SUPPORTING SCHEDULES (14) The following supporting schedules are attached to and form part of this Standard:
Schedule 1: FORM A - Application letter
Schedule 2: FORM B - Application for cancellation of registration or cancellation of
class(es) of business of an insurer or reinsurer ________________

108 Government Gazette 22 December 2021 7713
SCHEDULE 1
FORM A
APPLICATION LETTER
(To be completed in duplicate)
APPLICATION BY REGISTERED INSURER OR REINSURER FOR CANCELLATION OF REGISTRATION GRANTED PURSURANT TO
SECTION 11 OF THE ACT OR CANCELLATION OF CLASS(ES) OF BUSINESS
In terms of section 13(2) of the Financial Institutions and Markets Act No. 2 of 2021 (“the Act”) -

I, the undersigned, being the Principal Officer or duly authorised person of …………………
…………………………………… duly empowered thereto, hereby apply for the voluntary cancellation of registration of the said registered insurer or reinsurer, in terms of section 13(2) of the Act;
I submit with this application all the required documents as per this Standard; and
The proof of payment of the application fee of N$ …………………. as prescribed in Standard
GEN.S.10.23 is enclosed with the application.
Principal Officer or Duly authorised person
Full names: ...........................................................................................................................................
Signature: .............................................................................................................................................
Date: .....................................................................................................................................................
Place: ....................................................................................................................................................
SCHEDULE 2
FORM B
APPLICATION FOR CANCELLATION OF REGISTRATION GRANTED PURSUANT TO SECTION 11 OF THE ACT OR FOR VARIATION OF REGISTRATION BY CANCELLATION OF A CLASS(ES) OF BUSINESS FOR WHICH IT WAS REGISTERED Please tick appropriate box:
SHORT-TERM INSURER/REINSURER
LONG-TERM INSURER/REINSURER
INSURER/REINSURER
Full Name(s): .......................................................................................................................................
NAMFISA Registration Number: ........................................................................................................
Income Tax Number: ...........................................................................................................................
CONTACT DETAILS
Physical address: ..................................................................................................................................
Postal address: ......................................................................................................................................
Tel. Work: .............................................................................................................................................
Cell. No: ...............................................................................................................................................

7713 Government Gazette 22 December 2021 109
Fax No: .................................................................................................................................................
Email: ...................................................................................................................................................
3. DETAILS OF PRINCIPAL OFFICER
First Names: .........................................................................................................................................
Surname: ..............................................................................................................................................
ID/Passport No: ....................................................................................................................................
Nationality: ..........................................................................................................................................
Gender: .................................................................................................................................................
Physical address: ..................................................................................................................................
Postal Address: .....................................................................................................................................
Tel. Work: .............................................................................................................................................
Email address: ......................................................................................................................................
4. DETAIL OF SHAREHOLDER(S)
Name Shareholding
5. DETAILS OF BOARD OF DIRECTORS
Name Nationality Executive/Non-Executive
Name of the Board Chairperson: .........................................................................................................
Name Name of Chairperson(s) of sub-committee(s)
6. DETAILS OF STATUTORY AUDITOR
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………

110 Government Gazette 22 December 2021 7713
7. DETAILS OF STATUTORY VALUATOR
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
8. BOARD RESOLUTION
8.1 Date when the special resolution was passed ..................................................................
8.2 Effective date of cancellation or variation ......................................................................
8.3 Furnish full reason(s) why the special resolution in question 8.1 was passed
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
9. CANCELLATION SPECIFIC INFORMATION
9.1 Is the insurer or reinsurer cancelling all the classes of insurance registered for?
Yes
No
9.2 If not please indicate the classes being cancelled below.
Short-term insurance classes
Vehicle
Aviation
Fire
Marine
Guarantees
Personal
Miscellaneous
Others, specify
Long-term insurance classes
Disability
Fund
Funeral
Health
Life
Sinking fund
Others specify
9.3 Does the insurer or reinsurer have any liabilities under long-term or short-term
policies at the time of cancelling?

7713 Government Gazette 22 December 2021 111
Yes
No
9.4 If the answer is yes, kindly furnish full details of the arrangements that the insurer or
reinsurer has made to meet all the liabilities.
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
9.5 Did the insurer or reinsurer inform its Statutory Auditor and Statutory Valuator of
this notification?
Yes
No
9.6 If the answer is No, kindly explain.
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
10. LIQUIDATOR’S DETAILS (IF APPLICABLE)
Full name(s) of Liquidator ...................................................................................................................
Identity number of Liquidator ..............................................................................................................
Appointed date of Liquidator ...............................................................................................................
Completion date of Liquidator .............................................................................................................
Total assets at the date the Liquidator is appointed .............................................................................
Total liabilities at the date the Liquidator is appointed ........................................................................
Total assets on the final date of liquidation ..........................................................................................
Total liabilities on the final date of liquidation ....................................................................................
11. ATTACHMENTS REQUIRED
Letter requesting for cancellation to NAMFISA
Original certificate of registration ( declaration under Oath where original lost) Proof of settlement or liabilities A certificate by the Statutory Auditor and Valuator stating that the insurer or reinsurer has no liability under long-term or short-term insurance policies (where there is liability furnish further details as would be directed by NAMFISA) Copy of Board resolution for voluntary cancellation decision Bank letter confirming the closure of the bank account(s) three (3) months after cancellation

112 Government Gazette 22 December 2021 7713
Resolution for change of objectives
Proof of communication in relation to 9.5
Proof of communication to policyholders (as directed by NAMFISA in terms of clause 9(b) of this standard)
12. DECLARATION OF PRINCIPAL OFFICER’S OR DULY AUTHORISED PERSON’S
I hereby sign this document and guarantee that all the information contained herein is true and correct and be relied on for the cancellation of the registration for the conducting of insurance business. I hereby avail myself to disclose all necessary material information that may be required by NAMFISA.
Full Names(s): ..................................................................................................
Signature: .........................................................................................................
Date: .................................................................................................................
Place: ................................................................................................................

COMMISSIONER OF OATHS
FULL NAMES: _______________________________________________ CAPACITY: __________________________________________________ ADDRESS: __________________________________________________ ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 The accounts and other information to be kept in Namibia relating to insurance business, and to be submitted to NAMFISA, by registered insurers and reinsurers Standard No. INS.S.2.15 issued by NAMFISA under section 16, 410(3)(f) and 410(3)(dd) of the Financial Institutions and Markets Act, 2021 Definitions (1) In this Standard - (c) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (d) “accounting year” means a period of 12 months; (e) “IFRS” means International Financial Reporting Standards; and (f) “NAMFISA ERS” means the Electronic Regulatory System which facilitates communication between NAMFISA and financial institutions.

7713 Government Gazette 22 December 2021 113
(2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(d) as defined in section 1 of the Act -
(i) auditor;
(ii) document;
(iii) generally accepted accouting practice (GAAP); (iv) financial institutions; (v) principal office; (vi) principal officer; (vii) NAMFISA; (e) as defined in section 4 of the Act - (i) insurer; (ii) insurance intermediary; (iii) reinsurer; (iv) registered insurer; (v) registered reinsurer; and (vi) insurance business.
3. This Standard applies to all registered insurers and reinsurers.
Financial information to be kept
4. Every registered insurer or reinsurer shall keep information related to the
following -
(a) records of premiums;
(b) records of claims;
(c) commissions paid;
(d) particulars and details of policyholders such as names, age, physical and postal address; (e) contact details of insurance intermediaries; and (f) any other additional information as may reasonably be required by NAMFISA from time to time.
5. Every registered insurer or reinsurer shall prepare in accordance with GAAP and IFRS
for every accounting year —
(a) a balance sheet or a statement of affairs as at the end of each accounting period; (b) a profit and loss account for that period; (c) a statement of cash or fund flow; (d) a valuation report; and (e) additional information as may reasonably be required by NAMFISA from time to time.
6. The information required to be kept in terms of this Standard shall be maintained
at the principal office of the registered insurer or reinsurer or such other place where it is eaily accessible at the request of NAMFISA.
7. The information referred to in this Standard and maintained by the registered
insurer or reinsurer shall be kept for a period of at least five years from the end of the year to which they relate. Manner and form of reporting of financial information (1) A registered insurer or reinsurer is required to submit the information referred to in clause 4(a), (b) and (c) to NAMIFSA on a quarterly basis, in the form and manner set out in clause 8, and as set out in the Chart of Accounts on the NAMFISA ERS. (2) In addition to the requirement specified under sub-clause (1), a registered insurer or reinsurer is further required to submit the following information annually to NAMFISA -

114 Government Gazette 22 December 2021 7713
(a) a signed copy of the audited annual financial statements of the insurer or reinsurer prepared in accordance with GAAP and IFRS or, together with the signed report of the auditor; and (b) the signed valuation report. Forms and method of submission The information required by this Standard must be submitted to NAMFISA - (a) in electronic form to a designated NAMFISA ERS user account; and (b) in hard copy form to NAMFISA, P.O Box 21250, Windhoek, Namibia, 154 Independence Avenue, 1st Floor, Sanlam Centre. Reporting periods and due dates

A registered insurer or reinsurer must provide the information required by this Standard -
(a) in the case of the annual information required by clause 7(2), within 90 calendar days after the financial year end of the registered insurer or reinsurer; and (b) in the case of the quarterly information required by clause 7(1), within 30 calendar days after the end of the reporting period to which the information relates.
1. Upon application to NAMFISA, NAMFISA may, by notice in writing, grant a
  registered insurer or reinsurer an extension of a due date referred to in clause 9, in which case the new due date for the submission of the information will be the date specified in the notice of extension.
Notwithstanding clauses 7 and 9, where NAMFISA considers it necessary and
reasonable to obtain information more frequently from a particular registered insurer or reinsurer, it may do so and may stipulate the frequency and form of that information. Accountability
A registered insurer or reinsurer must ensure that processes and controls are in place to
support the submission of accurate and reliable information to NAMFISA within the time periods specified in this Standard.
All information submitted to NAMFISA pursuant to this Standard must be duly authorised
and signed by the principal officer or a duly authorised person of the registered insurer or reinsurer. ________________

7713 Government Gazette 22 December 2021 115
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
THE REQUIREMENTS FOR THE REGISTRATION, OPERATION AND DUTIES OF A LLOYD’S INTERMEDIARY IN NAMIBIA Standard No. INS.S.2.16 issued by NAMFISA under sections 47(4), 50 and section 410(3) (p) of the Financial Institutions and Markets Act, 2021 Definition (1) In this Standard, unless the context indicates otherwise - (a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; and (b) “Lloyd’s broker” means a person authorised to act as an insurance broker or corporate insurance broker on behalf of Lloyd’s in a country other than Namibia. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(a) as defined in section 1 of the Act -
(i) NAMFISA;
(ii) person;
(b) as defined in section 42 of the Act -
(i) Lloyd’s;
(ii) Lloyd’s broker;
(iii) Lloyd’s intermediary;
(iv) Lloyd’s representative;
(v) Lloyd’s underwriter; and
(c) as defined in section 53 of the Act -
(i) insurance broker;
(ii) corporate insurance broker;
(iii) registered corporate insurance broker; and (iv) registered insurance broker. Applicability
2. This Standard applies to -
(a) Lloyd’s and the Lloyd’s representative; and (b) Every registered insurance broker and registered corporate insurance broker registered under the Act that have also been approved by a Lloyd’s broker or Lloyd’s underwriter to act as a Lloyd’s intermediary.
Part I: Registration (clauses 3 to 5)
Prior condition for registration
3. In order to be registered as a Lloyd’s intermediary, a person must first be registered as an
insurance broker or corporate insurance broker under section 59 of the Act.

116 Government Gazette 22 December 2021 7713
Registration as a Lloyd’s intermediary
4. In order for a registered insurance broker to be registered by NAMFISA under the Act as
a Lloyd’s intermediary, the Lloyd’s representative must submit to NAMFISA, in accordance with clause 5, a list of registered insurance brokers who - (a) have been approved by Lloyd’s to place business with Lloyd’s underwriter through Lloyd’s broker; or (b) who have been approved by Lloyd’s to act on behalf of Lloyd’s underwriter. a. At the time the Lloyd’s representative submits the list referred to in sub-clause (1), he or she must also, in accordance with clause 5, provide NAMFISA with - (a) the number under which the registered insurance broker is registered as such by NAMFISA; (b) a copy of an appointment letter or agreement from Lloyd’s or Lloyd’s underwriter; or (c) the required application fee; and (d) notwithstanding sub clauses (1) and (2), such other documents as NAMFISA may consider necessary and reasonable to prescribe. Submission of application
5. The lists referred to in clause 4(1) or (2) and the information and documents referred to in
clause 4(3) (a), (b) and (d) must be submitted manually and electronically to NAMFISA together with supporting documents to - (a) the designated NAMFISA person user account; and (b) NAMFISA using either the postal or physical address.
Part II: Operations and duties (clauses 6 to 9)
Application for premium approval
6. A registered Lloyd’s intermediary must, prior to seeking exchange control approval from an
unauthorized dealer in foreign exchange for transferring premiums outside Namibia in relation to insurance placed at Lloyds, seek NAMFISA’s approval by completing Schedule 1 to this Standard and submitting it to NAMFISA in accordance with clause 8.
7. Upon receipt of the completed Schedule 1, NAMFISA may, if it considers it appropriate to
do so, issue a letter of approval to the Lloyd’s intermediary for the premium transfer to Lloyds. Where to submit the form
8. The Lloyds intermediary must submit the completed Schedule 1 -
(a) by email to sti_exemptions@namfisa.com.na; and (b) a copy to Namibia@lloyds.com. Duties of Lloyd’s intermediaries
5. A Lloyd’s intermediary registered under the Act must at all times -
(a) comply with the requirements of sections 64, 66, 68, 69, 70, 71, 72 and 73 of the Act with any changes made necessary by the context; and

7713 Government Gazette 22 December 2021 117
(b) in all policies and related documents and written communications with policyholders or potential policyholders, comply with the requirements for plain language in accordance with section 29 of the Act and Standard No. GEN.S. 9.17, Description of plain language.
Part III: General
Powers of NAMFISA and application of the Act
6. (1) In relation to Lloyd’s intermediaries, NAMFISA has the powers referred to in section
66 of the Act, with such changes as may be made necessary by the context. (2) Section 54 of the Act applies to Lloyd’s intermediaries, with such changes as may be made necessary by the context.
SCHEDULE 1
LLOYD’S PREMIUM APPROVAL
FORM FOR PREMIUM APPROVAL PURSUANT TO CLAUSE 6
PART I

APPLICATION DATE:
NAME OF INSURANCE INTERMEDIARY:
2.1 NAMFISA REGISTRATION No:
2.2 LLOYD’S INTERMEDIARY:
3 LEAD SYNDICATE NAME & NUMBER:
4 ACTIVE UNDERWRITER:
5 NAME OF INSURED:
6 IS THE INSURED A:
a) COMPANY b) CLOSED CORPORATION c) PARTNERSHIP d) SOLE PROPRIETOR 7 NATURE OF BUSINESS 8 NAME OF PREVIOUS INSURER:
9 DEDUCTABLES/EXCESS:
10 PERIOD OF INSURANCE:
11 PREMIUM PAYMENT INTERVALS:
12 ANNUAL PREMIUM AMOUNT:
13 ENCLOSURES:
Placing broker supporting invoices

118 Government Gazette 22 December 2021 7713
I hereby warrant that in terms of the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) (the “Act”) that by signing this document, I guarantee that all the above information is true and accurate and can be relied on and that I will disclose all necessary material information that may be required NAMFISA. Signed at ___________________ this ___________________ day of ______________________ Signature: __________________________ Designation: ________________________ For advice on completion or how to transfer Lloyd’s premiums, please contact Lloyd’s International Trading Advice (LITA@lloyds.com). Permitted Insurance Classes, Scope of Cover and Cover amounts Please tick the Class & subclass with √
PART II
Insurance Class
Descript
Scope of
Cover
Sum
Insured
Premium Local
Commission
Net
Premium

Fire
b) Fire & Natural
Forces c) Miscellaneous
Financial Loss
Marine
a) Ships b) Liability for ships
Aviation
a) Aircraft b) Liability for aircraft
Vehicles
a) Land Motor
Vehicles b) Liability for Motor
Vehicles
Guarantee
Miscellaneous
a) Personal Accident b) Sickness c) General Liability d) Damage to Property e) Goods in transit f) Credit g) Railway rolling stock h) Legal Expenses i) Expropriation & Confiscation of Property j) Other
Personal

7713 Government Gazette 22 December 2021 119
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
APPLICATION BY REGISTERED INSURANCE OR REINSURANCE BROKERS, CORPORATE INSURANCE AND REINSURANCE BROKERS FOR CANCELLATION OR VARIATION OF REGISTRATION Standard No. INS.S.2.17 issued by NAMFISA under sections 65(2) and 410(3)(dd) of the Financial Institutions and Markets Act, 2021 Definitions (1) In this Standard - (a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; and (b) “NAMFISA ERS” means the Electronic Regulatory System which facilitates communication between NAMFISA and financial intermediaries. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(e) as defined in section 1 of the Act -
(i) document;
(ii) financial intermediary;
(iii) principal officer;
(vi) NAMFISA;
(f) as defined in section 4 of the Act -
(i) policyholder;
(ii) registered insurer;
(ii) registered reinsurer;
(g) as defined in section 53 of the Act -
(i) corporate insurance broker;
(ii) insurance broker;
(iii) registered insurance broker;
(iv) registered reinsurance broker; and
(v) reinsurance broker.
2. This Standard applies to all registered insurance and reinsurance brokers and corporate insurance or reinsurance brokers (hereinafter referred to as “applicants”) applying in terms of
section 65 of the Act for cancellation of registration granted pursuant to section 57 of the Act.
Where to apply
3. An application for cancellation of registration must be submitted to NAMFISA in
accordance with clause 11.
Application for cancellation or variation of registration
4. Pursuant to sub-section 65(2) of the Act, an applicant that intends to apply for
cancellation of a registration granted pursuant to section 57 or for a variation of the conditions subject to which that registration was granted must -

120 Government Gazette 22 December 2021 7713
(a) apply to NAMFISA, in writing, in accordance with the form set out in Schedule 1, FORM A, titled Application letter; (b) complete the form and furnish particulars as set out in Schedule 2, FORM B, titled Application for voluntary cancellation of registration; (c) file with NAMFISA, as proof, a copy of the notice published in terms of section 65(3) of the Act; (d) provide a copy of the resolution on the decision to cancel the registration granted pursuant to section 57 of the Act where the applicant is a registered corporate insurance or reinsurance broker; (e) provide proof of payment of the application fee; and (f) provide any other information and documents that NAMFISA may, from time to time, reasonably require.
5. The applicant, its principal officer or a duly authorised person21, may, if so required,
be called to appear before NAMFISA for a personal representation in connection with an application. Notice
6. The applicant must before filing the notice in the newspapers pursuant to section
65(3) notify NAMFISA of the proposed intention to cancel registration or vary the conditions of registration, including the imposition of additional conditions.
7. The applicant may after NAMFISA has considered all objections received due to
the published notice refered to in section 65(3) of the Act and clause 4(c) lodge an application with NAMFISA. General requirements
8. An applicant must further specify the measures that an applicant shall take to
discharge all its obligations towards its clients and other parties and meet all of its liabilities; and Powers of NAMFISA 9 (1) No registered insurance or reinsurance broker shall voluntarily wind-up or cease insurance or reinsurance business operations without the prior written approval of NAMFISA. (2) An application, not complete in all respects and not conforming to the instructions specified in Schedule 2 and this Standard, may be rejected on the basis of non-compliance with this Standard. (3) In instances where the application is deemed not complete, NAMFISA must give the applicant the opportunity to provide the required information to complete the application. The required information must be provided within 7 working days, failing which the application shall be rejected. Application fee
10. An application must be accompanied by the required non-refundable application fee
as stipulated in terms of Standard GEN.S.10.23.
20 Applicant to attach the original copy of letter or document of authorisation

7713 Government Gazette 22 December 2021 121
Submission
11. An application for cancellation or variation of registration must be completed in hard
copies, signed by the principal officer of the registered insurance or reinsurance brokers, coporate insurance and reinsurance brokers or a duly authorised representative of the applicant and submitted manually and electronically to NAMFISA together with supporting documents to - (a) the designated NAMFISA ERS user account; and (b) NAMFISA using either the postal or physical address. Effect of cancellation of registration
12. On and from the date of cancellation of the registration as determined by NAMFISA,
the insurance or reinsurance or corporate insurance or reinsurance broker, shall cease to act as an insurance or reinsurance broker. SUPPORTING SCHEDULES The following supporting schedules are attached to and form part of this Standard:
Schedule 1: FORM A - Application letter
Schedule 2: FORM B - Application for voluntary cancellation or variation of registration
SCHEDULE 1
FORM A
APPLICATION LETTER
(To be completed in duplicate)
APPLICATION BY REGISTERED INSURANCE OR REINSURANCE BROKERS, CORPORATE INSURANCE AND REINSURANCE BROKERS FOR CANCELLATION OR VARIATION OF REGISTRATION GRANTED PURSUANT TO SECTION 57 OF THE ACT In terms of section 65(2) of the Financial Institutions And Markets Act of 2021 (“the Act”) -

I, the undersigned, being the Principal Officer or duly authorised person of ………………
…………………………………………… duly empowered thereto, hereby apply for the voluntary cancellation of registration of the said registered insurance or reinsurance broker, in terms of
section 65(2) of the Act;
I submit with this application all the required documents in terms of this Standard; and
The proof of application fee of N$………………………. as prescribed in the Standard
GEN.S.10.23 is enclosed with the application.
Principal Officer/duly authorised person
Full Names: .....................................................................................................
Signature: ........................................................................................................
Date: ................................................................................................................
Place: ...............................................................................................................

122 Government Gazette 22 December 2021 7713
SCHEDULE 2
FORM B
APPLICATION FOR VOLUNTARY CANCELLATION OR VARIATION OF REGISTRATION

INSURANCE BROKER / REINSURANCE BROKER
Name: ...................................................................................................................................................
NAMFISA Registration Number: ........................................................................................................
PRINCIPLE OFFICE ADDRESS
Physical Address: .................................................................................................................................
Postal Address: .....................................................................................................................................
Telephone Number: ..............................................................................................................................
Facsimile Number: ...............................................................................................................................
DETAILS OF PRINCIPAL OFFICER
First Names: .........................................................................................................................................
Surname: ..............................................................................................................................................
ID/Passport Number: ...........................................................................................................................
Nationality: ..........................................................................................................................................
Gender: .................................................................................................................................................
Physical Address: .................................................................................................................................
Postal Address: .....................................................................................................................................
Telephone Number: ..............................................................................................................................
Cellphone Number.: .............................................................................................................................
Facsimile Number: ...............................................................................................................................
Email Address: .....................................................................................................................................
DEREGISTRATION/VARIATION OF CONDITIONS
Effective Date: .....................................................................................................................................
Reason(s): ............................................................................................................................................
ATTACHED THE FOLLOWING DOCUMENTS (REQUIREMENTS)
5.1 Original Certificate of Registration;
5.2 Statement of Outstanding Annual Levies or Proof of Payment;
5.3 Written communication from registerd insurer or reinsurer / Corporate broker
Company confirming the termination of Agency / Broker agreement with the applicant; and
5.4 Written communication from a Broker Controlling Body confirming the termination
of Broker membership with the applicant.
CANCELLATION SPECIFIC INFORMATION
6.1 Does the applicant have any obligations towards its clients, creditors or any other
third party at the time of cancelling?
Yes
No
6.2 If the answer is yes, kindly furnish full details of the arrangements that the applicant
has made to meet all the obligations.

7713 Government Gazette 22 December 2021 123
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
………………………………………………………………………………………………
9.5 Did the applicant inform its Auditor of this cancellation?
Yes
No
9.6 If the answer is No, kindly explain.
………………………………………………………………………………………………
………………………………………………………………………………………………
7. PRINCIPAL OFFICER’S OR DULY AUTHORISED PERSON’S DECLARATION:
I hereby sign this document and confirm that all the above information is true and correct and can be relied on for the cancellation of the registration for the conducting of insurance business operations. I hereby avail myself to disclose all necessary material information that may be required by NAMFISA.
Full Name: .......................................................................................................
Signature: .........................................................................................................
Date: .................................................................................................................
Place: ................................................................................................................

COMMISSIONER OF OATHS
FULL NAMES: _______________________________________________ CAPACITY: __________________________________________________ ADDRESS: __________________________________________________ ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 FORM OF CERTIFICATE OF REGISTRATION FOR AN INSURER OR REINSURER Standard No. INS.S.2.18 issued by NAMFISA under section 410(3)(dd) and 11(3) of the Financial Institutions and Markets Act, 2021 Definitions (1) In this Standard, “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:

124 Government Gazette 22 December 2021 7713
(a) as defined in section 1 of the Act -
(i) NAMFISA;
(ii) principal office; and
(b) as defined in section 4 of the Act -
(i) insurer;
(ii) reinsurer;
(iii) registered insurer;
(iv) registered reinsurer; and
(v) insurance business.
Applicability
2. This Standard applies to all insurers and reinsurers registered under the Act.
Form of certificate of registration
3. Upon registration of an applicant as an insurer or reinsurer, NAMFISA must issue to the
applicant a certificate of registration in the form of the Annexure to this Standard. ANNEXURE Registration. No .…………… CERTIFICATE OF REGISTRATION Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) REGISTRATION AS A SHORT-TERM/LONG-TERM INSURER OR REINSURER (whichever is applicable) This is to certify that ABC INSURANCE/REINSURANCE COMPANY has been duly registered in terms of section 11 of the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) and is authorised to conduct insurance/reinsurance business in the following class(es) of insurance (list the class(es) of insurance) ____________________ _________________ Chief Executive Officer Date of registration ________________

7713 Government Gazette 22 December 2021 125
SCHEDULE 2
TEMPLATE FOR WRITTEN REPRESENTATIONS: DRAFT PROPOSED STANDARDS NAME STANDARD COMMENT/ DESCRIPTION OF ISSUE PROPOSED AMENDMENT/ SOLUTION

126 Government Gazette 22 December 2021 7713
SCHEDULE 1
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
Matters to be included by a registered exchange in its listing requirements Standard No. FM.S.3.1 issued by NAMFISA under section 86 of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “Companies Act” means the Companies Act, 2004 (Act No. 28 of 2004); (c) “CSD” means a central securities depository as defined in the Act; (d) “equity securities” means shares as defined in section 1 of the Companies Act; (e) “material” means any factual information about an issuer or securities issued which is likely or reasonably expected to influence and investor’s decision (f) “non-equity security” means securities that are not equity securities; (g) “offer” means to sell or offer to sell any security to a client or potential client for valuable considerations; (h) “offer document” means a document containing information about an issuer or offer of securities whether referred to as a prospectus, a term sheet, notice, circular or by any other name and whether in printed or in electronic form, and includes the particulars specified in subsection 109(6) of the Companies Act; (i) “prospectus” means a prospectus within the meaning of section 1 of the Companies Act; and (j) “transaction” has the meaning ascribed thereto by section 78 of the Act, but for the purposes of this Standard also includes any other transfer, e.g., by way of a gift, testamentary disposition, cession, or pledge, of listed securities outside the registered exchange on which such securities are listed (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) board; (iv) client; (v) director; (vi) financial year; (vii) foreign entity; (viii) Generally Accepted Accounting Practice; (ix) International Accounting Standards; (x) NAMFISA;

7713 Government Gazette 22 December 2021 127
(xi) officer; and
(xii) person
(b) control as defined in section 3 of the Act (c) As defined in section 78 of the Act - (d) central securities depository; (i) exchange; (ii) foreign exchange; (iii) issuer; (iv) listed security; (v) regulated person; (vi) security; and (vii) transaction. Applicability
2. This Standard applies to every registered exchange, and includes an exchange referred to in section 86 of the Act.
Listing requirements
3. (1) The listing requirements issued by a registered exchange pursuant to subsection
106(1) of the Act must, in addition to the requirements thereunder, set out the following pursuant to subsection 106(1)(h):
(a) the form and manner in which a prospective issuer may apply for a listing of any security eligible to be listed or quoted on the exchange, including a prospectus or other offer document; (b) the listing fees and charges appropriate to the securities sought to be listed or quoted provided that the fees and charges are not prohibitive or serve as unnecessary barrier to potential issuers; (c) the founding documents and any supplementary documentation of the prospective issuer required to be submitted together with a prospectus, including shareholder or board resolutions authorizing the listing or quoting of securities on an exchange; (d) the provision of the last audited financial statements of the issuer or group if the issuer is part of a group of companies; (e) any reasonable requirements of the board of directors and executive management of the prospective issuer, including their fitness and propriety; (f) that the managing director or chief executive officer of the prospective issuer may not be the chairman of the board of the issuer; (g) that the prospective issuer may be required to have, at minimum, and audit committee and a remuneration committee of the board, and such further committees the exchange may deem necessary having regard to the size of the issuer and the complexity of its business; (h) the name and address of every insider who, directly and indirectly, beneficially own 5% or more of any class of securities of the issuer; and (i) that the prospective issuer may not publish the prospectus without the prior approval of the exchange. (2) A registered exchange must provide in the listing requirements for cooperation with any foreign exchange on which securities listed or quoted on the exchange are listed or quoted or the regulatory authority with oversight of such foreign exchange and

128 Government Gazette 22 December 2021 7713 for reciprocal action where the foreign exchange has taken action against the foreign issuer. The listing requirements must set out the disclosure requirements or continuing obligations of issuers and provide for the adequate protection of sensitive issuer information. (3) A registered exchange must provide in the listing requirements for cooperation with any foreign exchange on which securities listed or quoted on the exchange are listed or quoted or the regulatory authority with oversight of such foreign exchange and for reciprocal action where the foreign exchange has taken action against the foreign issuer (4) The listing requirements must not set out matters that unduly prevent potential issuers from entering the exchange or from exiting the exchange, and must not be designed to allow entrance by issuers to the exchange which may pose undue risks to clients or entrance where it is not in the public interest. (5) The listing requirements must be designed to further the objects of the Act as provided in section 79, without prejudice to the objects of the exchange or of the issuer. (6) The prospective issuer must disclose to the exchange details concerning. (a) any legal or arbitration proceedings that have taken place in the previous 12 months and any that are pending or threatened, that might have a material effect on the financial position of the issuer or its affiliates or associates; (b) any material contracts entered or to be entered into by the issuer; (c) any person who controls the issuer within the meaning of the Act; and (d) the group, if the issuer is a member of a group. (7) The listing requirements must provide that issuers may not submit or publish documents or information that is misleading, deceptive or false in a material respect and must provide for penalties or remedial action for such conduct, including barring a prospective issuer from listing or quoting securities on the exchange. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 Annual report of self-regulatory organization Standard No. FM.S.3.2 issued by NAMFISA under section 86 of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “Companies Act” means the Companies Act, 2004 (Act No. 28 of 2004); (c) “CSD” means a central securities depository as defined in the Act; (d) “equity securities” means shares as defined in section 1 of the Companies Act;

7713 Government Gazette 22 December 2021 129
(e) “material” means any factual information about an issuer or securities issued which is likely or reasonably expected to influence and investor’s decision (f) “non-equity security” means securities that are not equity securities; (g) “offer” means to sell or offer to sell any security to a client or potential client for valuable considerations; (h) “offer document” means a document containing information about an issuer or offer f securities whether referred to as a prospectus, a term sheet, notice, circular or by any other name and whether in printed or in electronic form, and includes the particulars specified in subsection 109(6) of the Companies Act; (i) “prospectus” means a prospectus within the meaning of section 1 of the Companies Act; and (j) “transaction” has the meaning ascribed thereto by section 78 of the Act, but for the purposes of this Standard also includes any other transfer, e.g., by way of a gift, testamentary disposition, cession, or pledge, of listed securities outside the registered exchange on which such securities are listed (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) board; (iv) client; (v) director; (vi) financial year; (vii) foreign entity; (viii) Generally Accepted Accounting Practice; (ix) International Accounting Standards; (x) NAMFISA; (xi) officer; and (xii) person (b) control as defined in section 3 of the Act (c) As defined in section 78 of the Act - (i) central securities depository; (ii) exchange; (iii) foreign exchange; (iv) issuer; (v) listed security; (vi) regulated person; (vii) security; and (viii) transaction. Applicability
2. This Standard applies to every registered exchange, and includes an exchange referred to in
section 86 of the Act, and every registered central securities depository.
General requirements
3. (1) A self-regulatory organization must submit to the registrar within 90 days after the
end of its financial year an annual report that must contain the following information:

130 Government Gazette 22 December 2021 7713
4. (1) Where the self-regulatory organization is a registered exchange, the annual report
must also contain:
(a) a list of the members of the board of the self-regulatory organization and any changes thereto over the last financial year; (b) a list of members of the executive management of the self-regulatory organization and any changes thereto over the last financial year; (c) a list of authorized users or participants of the self-regulatory organization and any changes thereto over the last financial years; (d) a report by the chairperson of the board or the principal officer responsible for reviewing the operations of the self-regulatory organization, including delegated functions, over the last financial year; (e) the auditor’s report on financial statements; (f) a summary of market information which must reflect the salient features of the trading, clearing and settlement, depository or other activities, as applicable, of the selfregulatory organization and disciplinary or remedial actions taken or penalties imposed by the self-regulatory organization; (g) a report detailing the self-regulatory organization’s initiatives and plans to comply with governance requirements under the Act or to implement any recommended governance principles or standards; and (h) a report on risk management, operational integrity and related issues. Requirements for registered exchange
4. (1) Where the self-regulatory organization is a registered exchange, the annual
report must also contain:
(a) the surveillance program and compliance plan with respect to the exchange rules, including trading, clearing and settlement of securities transactions; (b) compliance by issuers with the listing requirements and disclosure requirements, and a summary of applications refused, suspended or removed with reasons; (c) capital raised during the financial year;
5. (1) When the self-regulatory organization is a registered CSD, the annual report must
also contain.
(d) a summary of the appropriation of penalties imposed, if any; (e) any levy imposed under section 105 of the Act and appropriation thereof; (f) segregation and management of trust property of clients; and (g) any other matter pertaining to the operation of the registered exchange. Requirements for registered CSD
5. (1) Where the self-regulatory organization is a registered CSD, the annual report must also
contain:
(a) a description of supervisory developments in relation to the depository rules, repository of securities, and the central securities account;

7713 Government Gazette 22 December 2021 131
(b) a reconciliation of central securities accounts with the records of the issuers; (c) a list and a description of uncertificated securities administered and maintained by its participants; (d) a description of any matter pertaining to the ownership, registration, transfer or pledge or cession of securities or any attachment of interest; and (e) any other matter pertaining to the operation of the registered CSD. General requirements
6. (1) A self-regulatory organization must put policies and procedures in place to ensure that the annual report submitted to NAMFISA complies with the requirements of this
Standard and that the annual report is signed by a duly authorized person and submitted within the specified time limit. (2) The board of the self-regulatory organization must assume the responsibility for the annual report. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 Annual report of self-regulatory organization Standard No. FM.S.3.3 issued by NAMFISA under section 86 of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “Companies Act” means the Companies Act, 2004 (Act No. 28 of 2004); (c) “CSD” means a central securities depository as defined in the Act; (d) “equity securities” means shares as defined in section 1 of the Companies Act; (e) “material” means any factual information about an issuer or securities issued which is likely or reasonably expected to influence and investor’s decision (f) “non-equity security” means securities that are not equity securities; (g) “offer” means to sell or offer to sell any security to a client or potential client for valuable considerations; (h) “offer document” means a document containing information about an issuer or offer f securities whether referred to as a prospectus, a term sheet, notice, circular or by any other name and whether in printed or in electronic form, and includes the particulars specified in subsection 109(6) of the Companies Act; (i) “prospectus” means a prospectus within the meaning of section 1 of the Companies Act; and

132 Government Gazette 22 December 2021 7713
(j) “transaction” has the meaning ascribed thereto by section 78 of the Act, but for the purposes of this Standard also includes any other transfer, e.g., by way of a gift, testamentary disposition, cession, or pledge, of listed securities outside the registered exchange on which such securities are listed (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) board; (iv) client; (v) director; (vi) financial year; (vii) foreign entity; (viii) Generally Accepted Accounting Practice; (ix) International Accounting Standards; (x) NAMFISA; (xi) officer; and (xii) person (b) control as defined in section 3 of the Act (c) As defined in section 78 of the Act - (i) central securities depository; (ii) exchange; (iii) foreign exchange; (iv) issuer; (v) listed security; (vi) regulated person; (vii) security; and (viii) transaction. Applicability
2. This Standard applies every person, including a regulated person, who concludes a
transaction in listed securities outside a registered exchange which results in a change of control of beneficial ownership of those securities must report that transaction to NAMFISA and to the registered exchange on which the securities are listed. Filing of report
3. (1) The report referred to in clause 1 must be made to NAMFISA and to the registered
exchange within two days after the conclusion of the transaction.
(2) The report required must be submitted electronically in writing to NAMFISA and to the registered exchange on which the securities concerned are listed using the electronic system designated by NAMFISA. (3) A signed, hard copy of the report must be submitted in writing to NAMFISA and to the registered exchange on which the securities concerned are listed if:
(a) the electronic copy referred to in sub-clause (1) is not signed; (b) an electronic system has not been designated by NAMFISA; or (c) the electronic system designated by NAMFISA is malfunctioning or unavailable.

7713 Government Gazette 22 December 2021 133
Content of report
4. (1) The report referred to in clause 2 must contain the following information:
(a) the name and address of the person or persons who have acquired beneficial ownership of the securities and if any of those persons is a regulated person, the type of registration of that person; (b) the name of the transaction; (c) the type and number of securities; (d) whether the securities are convertible; (e) the consideration, if any, paid; (f) whether the person or persons who have acquired control of beneficial ownership had any beneficial ownership in those securities prior to the transaction; (g) the name and address of the person or persons from whom control of beneficial ownership of the securities was acquired and if any of those persons is a regulated person, the type of registration of that person; (h) the relationship among the persons referred to in sub-clauses (a) and (g); (i) the name and address of the registered exchange on which the securities concerned are listed; and (j) the reasons why the transaction was concluded outside the registered exchange. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 Annual report of self-regulatory organization Standard No. FM.S.3.4 issued by NAMFISA under section 86 of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act;

(b) “Companies Act” means the Companies Act, 2004 (Act No. 28 of 2004); (c) “CSD” means a central securities depository as defined in the Act; (d) “equity securities” means shares as defined in section 1 of the Companies Act;

(e) “material” means any factual information about an issuer or securities issued which is likely or reasonably expected to influence and investor’s decision

(f) “non-equity security” means securities that are not equity securities;

134 Government Gazette 22 December 2021 7713
(g) “offer” means to sell or offer to sell any security to a client or potential client for valuable considerations;

(h) “offer document” means a document containing information about an issuer or offer f securities whether referred to as a prospectus, a term sheet, notice, circular or by any other name and whether in printed or in electronic form, and includes the particulars specified in subsection 109(6) of the Companies Act;

(i) “prospectus” means a prospectus within the meaning of section 1 of the Companies Act; and

(j) “transaction” has the meaning ascribed thereto by section 78 of the Act, but for the purposes of this Standard also includes any other transfer, e.g., by way of a gift, testamentary disposition, cession, or pledge, of listed securities outside the registered exchange on which such securities are listed (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act -

(i) affiliate;
(ii) associate;
(iii) board;
(iv) client;
(v) director;
(vi) financial year;
(vii) foreign entity;
(viii) Generally Accepted Accounting Practice; (ix) International Accounting Standards; (x) NAMFISA; (xi) officer; and (xii) person

(b) control as defined in section 3 of the Act

(c) As defined in section 78 of the Act -
(d) (i) central securities depository;
(ii) exchange;
(iii) foreign exchange;
(iv) issuer;
(v) listed security;
(vi) regulated person;
(vii) security; and
(viii) transaction.
Applicability
2. (1) This Standard applies to every regulated person to the extent that securities are sold
by or through the services of that regulated person and to the issuer of those securities.

(2) Where the Standard is applicable to a regulated person, that regulated person must provide the information on the matters referred to in the applicable sub-clauses below to clients or potential clients. Required information
3. (1) Without prejudice to any requirement under the Companies Act, the regulated
person concerned must provide the following information about an issuer:

7713 Government Gazette 22 December 2021 135
(a) the name, address and date and place of incorporation and registration of the issuer; (b) a brief summary of the business activities or proposed business activities of the issuer;

(c) a brief history of the issuer since incorporation including any restructuring, reorganization or mergers or acquisitions, changes in its capital structure, and borrowings, if any;

(d) if the issuer is a foreign entity, its country of incorporation and date of registration in Namibia;

(e) a copy of the most recent audited annual financial statements and interim report of the issuer;

(f) details of any person that controls the issuer, and if the issuer is part of a group, a description of the group and the issuer’s position in the group;

(g) names, occupations and addresses of the directors of the issuer, including whether executive or non-executive, and their terms of office;

(h) details of the auditor of the issuer and the date of appointment, and the names of the trustees under the trust deed under which any debentures were issued or are proposed to be issued; and

(i) a description of the capital structure of the issuer, including without limitation, equity and non-equity securities.

(2) In addition to any disclosures required under the Companies Act, the regulated person concerned must provide the following information about the securities being issued or proposed to be issued by the issuer:

(a) a full description of the securities, including, without limitation, any voting, conversion, dividend and redemption rights, as applicable, and the amount, exercise price, expiration date and purchase price of options or share warrants, if any, and in the case of debentures, whether secured or unsecured;

(b) the class of securities and nominal value;

(d) the purpose for which the proceeds of sale of the securities will be used; (e) the net proceeds to be received by the issuer; (f) whether the net proceeds will be sufficient for the purposes referred to in sub-clause (d);

(g) that a client may not be able to readily sell the securities in the market; (h) any restrictions on the resale of the securities; (i) the terms of the offer, including any rights that the client or proposed client may have to cancel an agreement to purchase the securities;

(j) the particulars of any debt securities being issued including any issue of debt securities in the past;

(k) the debt to equity ratio of the issuer prior to and after the issue of the securities;

136 Government Gazette 22 December 2021 7713
(l) the rating, if any, of the securities by a rating agency; (m) the tax consequences, if any, of the acquisition of the securities;

(n) if the issuer or any person that controls the issuer is an affiliate or associate of the regulated person, the relationship between the regulated person and the issuer or person; and

(o) the name of every registered exchange or foreign exchange on which the issuer’s securities are listed or are proposed to be listed and whether inprinciple approval has been obtained from the relevant exchange.

(3) A signed, hard copy of the report must be submitted in writing to NAMFISA and to the registered exchange on which the securities concerned are listed if:

(a) the electronic copy referred to in sub-clause (1) is not signed; (b) an electronic system has not been designated by NAMFISA; or (c) the electronic system designated by NAMFISA is malfunctioning or unavailable. Time periods
4. The regulated person concerned must provide the offer document to clients or
potential clients within a reasonable period before the closing date of the offer to enable the clients or potential clients to make informed decisions. Disclosures
5. (1) If the issuer or any person that controls the issuer is an affiliate or associate
of the regulated person concerned, the regulated person concerned must disclose the relationship between the regulated person and the issuer or the person.

(2) In addition to any relationship between the issuer or a person that controls the issuer and the regulated person described in sub-clause 2(n), the regulated person must identify and disclose to the client or potential client any other conflicts of interest that exist or that might arise between the regulated person and the issuer or between the regulated person and the client or potential client, as a result of the offer of the securities to the client or potential client.

(3) The regulated person must inform the client or potential client whether, in the opinion of the regulated person, the securities are a suitable investment given the investment needs and objectives, the financial circumstances and the risk tolerance of the client or potential client.

(4) The issuer must ensure that the regulated person provides the offer documents to clients or potential clients and that the offer documents:

(a) contain material disclosures to enable clients or potential clients to make informed decisions; (b) contain information that is not misleading in a material respect or that is calculated to be manipulative or deceptive;

(d) do not contain a statement, promise or forecast which is not factual or constitutes a misrepresentation in the circumstances under which these are made;

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(e) are not based on matters which are extraneous to the contents of the offer document;

(f) state the time limit for the validity of the offer documents;

(g) include the memorandum of articles and association of the issuer;

(h) include the listing approval by a registered exchange or a foreign exchange, if any; and

(i) include a copy of the trust deed relating to debentures issued or proposed to be issued.

(5) Where there are any material changes to the matters contained in an offer document, the regulated person must ensure that the changes are effected and that the clients or potential clients to whom an offer document was provided or is about to be provided are notified of these changes forthwith but in any event before the clients or potential clients are expected to make a decision.

(6) The regulated person and the issuer must ensure that offer documents are in the public interest and enhance confidence in the capital markets.

(7) NAMFISA may issue a directive to the regulated person concerned to take specified remedial action and may impose penalties, as prescribed by the Minister, for any contravention of this Standard. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 The Namibia Financial Institutions Supervisory Authority has under
section 410(5) of the Financial Institutions and Markets Act, 2021
(Act No. 2 of 2021), issued the Standards set out in the Schedule.
Demutualisation of a Self-Regulatory Organisation Standard No. FM.S.3.5 Definitions

(1) In this Standard, unless the context indicates otherwise -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “business day” means any day except a Saturday, Sunday, public holiday or any other day on which the self-regulatory organisation is closed; (c) “demutualisation” means the process by which a self-regulatory organisation changes its legal status from an organisation or association not incorporated under the Companies Act and owned by its members, into a company having share capital and incorporated under the Companies Act; (d) “demutualised self-regulatory organisation” means a self-regulatory organisation following the completion of demutualisation on the demutualisation date;

138 Government Gazette 22 December 2021 7713
(e) “facility” when used with respect to a self-regulatory organisation includes its premises, tangible or intangible property whether on the premises or not, any right to the use of such premises or property or any service thereof for the purpose of effecting or reporting a transaction (including, among other things, any system of communication to or from the self-regulatory organisation, by ticker or otherwise, maintained by or with the consent of the self-regulatory organisation), and any right of the self-regulatory organisation to the use of any property or service; and (f) “member” means a person who is designated as a member of a selfregulatory organisation in accordance with its constitutive documents and rules. (g) “ticker” means a telegraphic or electronic receiving machine or instrument that automatically prints out data on stock market information or news reports on a strip of paper. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(a) as defined in section 1 of the Act: -
(i) affiliate;
(ii) auditor;
(iii) authorised user;
(iv) board;
(v) Companies Act;
(vi) corporate body;
(vii) NAMFISA;
(viii) officer
(ix) principal officer;
(x) valuator;
(b) as defined in section 78 of the Act -
(i) exchange;
(ii) issuer;
(iii) listing requirements;
(iv) securities advisor;
(v) securities dealer;
(vi) self-regulatory organisation;
(vii) stockbroker,

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Resolutions for demutualisation
2. (1) Prior to making an application to NAMFISA for the approval of its
demutualisation, in accordance with its constitutive documents, and subject to the provisions of this Standards: - (a) a self-regulatory organisation must adopt, at a general meeting of the members, of which not less than 14 clear days’ notice has been given, a resolution that it must be converted from a mutual organisation or a voluntary association of members into a company having a share capital and incorporated under the Companies Act; (b) a self-regulatory organisation must adopt, at a general meeting of which not less than 21 clear days’ notice has been given, specifying the intention to propose the resolution as a special resolution, the terms and effect of the resolution and the reasons for it, a special resolution: - (c) (i) on the proposed allotment of shares to the initial shareholders of the demutualised self-regulatory organisation; and (ii) approving the proposed memorandum and articles of association of the demutualised self-regulatory organisation. (2) The notices referred to in paragraphs (a) and (b) of sub-clause (1) shall be exclusive of the day on which they are served or deemed to be served, and of the day for which they are given. (3) The notice must be given in the manner and form provided for in the selfregulatory organisation’s constitutive documents, provided that where notice is given by post, it shall be deemed to be served on the seventh day after posting, and where such seventh day falls on a non-business day, the next business day thereafter. (4) Where the notice is published on the website, if so authorised by its constitutive documents, the notice must be available on the website throughout the period beginning with the date of that notification and ending with the conclusion of the meeting. (5) Any person entitled to receive notice, attend and vote at a general meeting, is entitled to appoint another person, whether a member or not, as proxy to attend, speak, and vote in that person’s stead at any general meeting, and the form appointing such a proxy shall be deemed to confer authority to demand or join in demanding a poll, and a demand by a person as proxy for a member is the same as a demand by the member. (6) The form appointing a proxy must be in writing under the hand of the appointer or of his agent duly authorised in writing, or, if the appointer is a corporate body, under the hand of an officer or agent authorised by that body. (7) Any person, present and entitled to vote as a member or as a proxy of a member or as a representative of a corporate body at any general meeting, has, on a show of hands, only one vote irrespective of the number of rights that such person holds or represents.
3. (1) A resolution which is adopted in terms of clause 2(1)(b), other than a resolution referred to in sub-clause 2(1)(a) adopted by an exchange, is of no force and
effect unless: -
(a) there are present at that general meeting, in person as a member or as a proxy of a member or as a representative of a corporate body holding in

140 Government Gazette 22 December 2021 7713 the aggregate not less than 25 per cent of the total votes of all the members entitled to vote; and (b) the resolution has been passed, on a show of hands, by not less than 75 per cent of the number of members entitled to vote on a show of hands at the meeting or, where a poll has been demanded, by not less than 75 per cent of the total votes to which the members present in person or as a proxy of a member or as a representative of a corporate body are entitled. (2) If less than 25 per cent of the total votes of all the members entitled to attend the general meeting and to vote are present or represented at a general meeting called for the purpose of passing a special resolution, the general meeting stands adjourned to a day not earlier than seven days and not later than 21 days after the date of the meeting. (3) Where a general meeting has been adjourned as aforesaid, the self-regulatory organisation shall, upon a date not later than three days after the adjournment, publish in two newspapers circulating widely in Namibia, a notice stating: - (4) (a) the date, time and place to which the meeting has been adjourned; (b) the matter before the meeting when it was adjourned; and (c) the ground(s) for the adjournment. (5) At the adjourned meeting, the members who are present in person or as a proxy of a member or as a representative of a corporate body and are entitled to vote may deal with the business for which the original meeting was convened, and a resolution passed by not less than 75 per cent of those members is deemed to be a special resolution, even if less than 25 per cent of the total votes are represented at that adjourned meeting. Application for demutualisation
4. (1) The self-regulatory organisation shall not be considered to be a demutualised
self-regulatory organisation unless it has obtained written approval of NAMFISA in accordance with these Standards. (2) An application to NAMFISA for approval of the demutualisation of a self-regulatory organisation shall be accompanied by the following additional documents and information:
(a) every resolution adopted by the self-regulatory organisation pursuant to clause 2; (b) a valuation report of the self-regulatory organisation based on any internationally accepted method of valuation undertaken by a valuator; (c) the proposed authorised share capital of the demutualised self-regulatory organisation; (d) the proposed total issued share capital of the demutualised self-regulatory organisation; (e) the names of members of the self-regulatory organisation who are proposed to be the initial shareholders of the demutualised self-regulatory organisation and the number and value of shares to be allotted to each such shareholder; (f) the valuation methodology or conversion ratio applied in determining the equitable split of shareholding amongst members of the demutualised self-

7713 Government Gazette 22 December 2021 141 regulatory organisation and the methodology for determining the value per one right of the demutualised self-regulatory organisation; (g) the number and value of shares to be allotted to and held directly or indirectly by the Guarantee Fund in the public interest, being at least ten per cent of the total shareholding; (h) the proposed memorandum and articles of association of the demutualised self-regulatory organisation; (i) the proposed plan for the independent management of the commercial and regulatory functions of the demutualised self-regulatory organisation and timelines for implementation of necessary structures to ensure the functional separation of commercial and regulatory functions; (j) a detailed five-year business development plan for the demutualised selfregulatory organisation together with the capital expenditure estimates and the sources of finance for the five-year period; (k) the manner in which the rights and liabilities of the existing members shall be treated in the demutualisation; (l) the proposed timelines for the completion of operational manuals to guide the self-regulatory functions of the demutualised self-regulatory organisation detailing the scope of regulatory functions to be performed by the demutualised self-regulatory organisation; (m) the proposed rules of the demutualised self-regulatory organisation; (n) if the self-regulatory organisation is an exchange, the proposed listing requirements of the demutualised self-regulatory organisation; (o) the most recent audited annual financial statements of the self-regulatory organisation; (p) the risk assessment and mitigation framework for the assessment and mitigation of risks associated with the demutualisation; and (q) the proposed policies to address conflicts of interest at the demutualised self-regulatory organisation. (3) Before making an application for approval referred to in sub-clause (2), the applicant must give notice of the proposed application, once in each three consecutive weeks in two newspapers circulating widely in Namibia at the expense of the applicant. (4) The notice referred to in sub-clause (3) shall state – (a) the name of the self-regulatory organisation;

(b) the intention of the self-regulatory organisation to demutualise; (c) the place where the proposed rules of the demutualised self-regulatory organisation may be inspected by members of the public; (d) the place where the proposed listing requirements, in case of an exchange, may be inspected by members of the public; and

(e) the period within which, and the manner in which, objections to the proposed application, rules or listing requirements, as the case maybe, may be lodged with NAMFISA by the members of the

142 Government Gazette 22 December 2021 7713 public, not being less than 30 days from the date of the last publication of the notice. (5) NAMFISA may, in writing, direct the self-regulatory organisation to provide any additional information which NAMFISA may require. Approval
5. (1) NAMFISA may, if it considers it necessary, direct the self-regulatory organisation to make appropriate amendments to the documents and information
submitted with an application under clause 4.
(2) Upon receipt of all the information submitted under clause 4 and subject to any amendments under sub-clause (1), NAMFISA may approve the application with or without conditions. (3) Every approval required pursuant to this Standard shall be subject to the fit and proper requirements within the meaning of the Act. Shareholding and voting rights
6. If the self-regulatory organisation is an exchange: -
(a) no person, other than an insurance fund, a guarantee fund, a compensation fund or other warranty established for those using the services of the exchange shall, as from the demutualisation date, hold directly or indirectly, more than ten per cent of the voting shares of the exchange without the prior approval of NAMFISA; (b) (c) the trading members of the exchange shall, with effect from the demutualisation date, reduce their cumulative shareholding in the demutualised exchange to not more than 40 per cent within three years; and (d) no person shall, as from the demutualisation date, in a general meeting, exercise voting rights, directly or indirectly, of more than ten per cent of the total voting rights. Governance – board
7. (1) The demutualised self-regulatory organisation shall be governed by a board.
(2) The board of a self-regulatory organisation must be composed of a majority of independent directors. (3) The board must have a written charter setting out the roles and responsibilities of the board, including procedures for its functioning and procedures for identifying, addressing and managing conflicts of interest. (4) The self-regulatory organisation must adopt rules implementing governance guidelines that, at a minimum, establish policies regarding (a) director qualification standards, (b) director responsibilities, (c) director access to management and independent advisors, (d) director compensation, (e) director orientation and continuing education, (f) management succession, and

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(g) annual performance evaluations of the board.
(5) The self-regulatory organisation must, at a minimum, have the following board committees:
(a) nominating committee;
(b) governance committee;
(c) compensation committee;
(d) audit committee; and
(e) regulatory oversight committee, or their equivalent.
(6) Each of the board committees must report to the board.
(7) All board committees must be composed of a majority of independent directors and must be chaired by an independent director. (8) Each board committee must have the authority to direct and supervise inquiries into any matter brought to its attention within the scope of its duties, and to obtain advice and assistance from independent legal counsel and other advisors as it deems necessary to carry out its duties. (9) The self-regulatory organisation must provide sufficient funding and other resources, as determined by each board committee, to permit the board committees to fulfil their responsibilities and to retain independent legal counsel and other advisors. (10) The nominating committee must have a written charter that addresses the nominating committee’s purpose and responsibilities, which, at a minimum, must be to identify individuals qualified to become board members, consistent with criteria approved by the board and administer a process for the nomination of individuals to the board. (11) The governance committee must have a written charter that addresses the committee’s purpose and responsibilities, which, at a minimum, must be to develop and recommend to the board a set of governance principles applicable to the self-regulatory organisation and to oversee the evaluation of the board and management. (12) The governance committee must conduct an annual performance evaluation of the governance of the self-regulatory organisation, including the effectiveness of the board and its committees. (13) The compensation committee must have a written charter that addresses the compensation committee’s purpose and responsibilities, which, at a minimum, must be to have:- (a) direct responsibility to review and approve corporate goals and objectives relevant to the compensation of the executive officers of the self-regulatory organisation, (b) evaluate the performance of the executive officers in light of those goals and objectives, and (c) consider and approve recommendations with respect to the compensation level of the executive officers, based on this evaluation.

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(14) The audit committee must have a written charter that addresses the audit committee’s purpose and responsibilities, which, at a minimum, must be to assist the board in oversight of the: - (a) integrity of the self-regulatory organisation’s financial statements; (b) self-regulatory organisation’s compliance with related legal and regulatory requirements; (c) qualifications and independence of the self-regulatory organisation’s auditor, including - (d) direct responsibility for the hiring, firing, and compensation of the auditor; (i) overseeing the auditor’s engagement, (ii) meeting regularly with the auditor, (iii) reviewing the auditor’s reports with respect to the self-regulatory organisation’s internal controls, (iv) pre-approving all audit and non-audit services performed by the auditor. (v) determination of the budget and staffing of the self-regulatory organisation’s internal audit department; and (vi) establishment of procedures for the receipt of complaints regarding accounting, internal accounting controls, or auditing matters of the self-regulatory organisation and the confidential submission by employees of the self-regulatory organisation of concerns regarding questionable accounting or auditing matters. (15) The regulatory oversight committee must have a written charter that addresses the regulatory oversight committee’s purpose and responsibilities, which, at a minimum, must be to: - (a) assure the adequacy and effectiveness of the regulatory program of the self-regulatory organisation; (b) assess the self-regulatory organisation’s regulatory performance; (c) determine the regulatory plan, programs, budget, and staffing for the regulatory functions of the self-regulatory organisation; (d) assess the performance of, and recommend compensation and personnel actions involving, the Chief Regulatory Officer and other senior regulatory personnel to the Compensation Committee; (e) monitor and review regularly with the Chief Regulatory Officer matters relating to the self-regulatory organisation’s surveillance, examination, and enforcement units; (f) assure that the self-regulatory organisation’s disciplinary and arbitration proceedings are conducted in accordance with the self-regulatory organisation’s rules and policies and any other applicable laws or rules, including those of the NAMFISA;

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(g) prior to the self-regulatory organisation’s approval of an affiliated security for listing, certify that such security meets the self-regulatory organisation’s rules for listing; and (h) approve reports filed with NAMFISA. (16) The self-regulatory organisation may establish such other committees of the board as it deems appropriate, on condition that if such committee has the authority to act on behalf of the board, the committee must be composed of a majority of independent directors. (17) The self-regulatory organisation may not delegate to any committee not consisting solely of independent directors the authority to act on matters that otherwise are within the jurisdiction of a board committee. = Independence
8. (1) No director may qualify as an independent director unless the board affirmatively determines that the director has no direct or indirect material relationship
with the self-regulatory organisation or any of its affiliates.
(2) The board must make the determination referred to under sub-clause (1) upon the director’s nomination or appointment to the board and thereafter no less frequently than annually and as often as necessary in light of the director’s circumstances. (3) A director is not independent, unless he has no direct or indirect material relationship with the self-regulatory organisation or any affiliate of the selfregulatory organisation, any authorised user of the self-regulatory organisation or any affiliate of such authorised user, or any issuer that are listed or traded on a facility of the self-regulatory organisation. (4) For the purposes of sub-clauses (1) and (3), a “material relationship” is a relationship which could, in the view of the self-regulatory organisation’s board, be reasonably expected to interfere with the exercise of a member’s independent judgement. (5) Despite sub-clause (4), the following individuals are considered to have a material relationship with the self-regulatory organisation:- (a) an individual who is, or has been within the last three years, an employee or executive officer of the self-regulatory organisation; (b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the self-regulatory organisation; (c) an individual who: - (i) is a partner of a firm that is the self-regulatory organisation’s internal or external auditors, (ii) is an employee of that firm; or (iii) was within the last three years a partner or employee of that firm and personally worked on the self-regulatory organisation’s audit within that time; (d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual: - (i) is a partner of a firm that is the self-regulatory organisation’s internal or external auditors,

146 Government Gazette 22 December 2021 7713
(ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice; or (iii) was within the last three years a partner or employee of that firm and personally worked on the self-regulatory organisation’s audit within that time; (e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity, if any of the selfregulatory organisation’s current executive officers serves or served at that same time, on the entity’s compensation committee; and (f) an individual who received, or whose immediate family member who is employed as an executive officer of the self-regulatory organisation received more than N$75,000.00 in direct compensation from the self-regulatory organisation during any 12-month period within the last three years. (6) Despite sub-clause (5), an individual will not be considered to have a material relationship with the self-regulatory organisation solely because:
(a) he had a relationship identified in sub-clause (5) if that relationship ended three years prior to the appointment; or (b) he had a relationship considered to be material under this clause with the subsidiary of the self-regulatory organisation that ended three years prior to the appointment. (7) For the purposes of sub-clauses (5)(c) and (5)(d), a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service. (8) For the purposes of sub-clause (5)(f), direct compensation does not include:
(a) remuneration for acting as a member of the board of directors or of any board committee of the self-regulatory organisation, and (b) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the selfregulatory organisation if the compensation is not contingent in any way on continued service. (9) Despite sub-clause (5), an individual will not be considered to have a material relationship with the self-regulatory organisation solely because the individual or his immediate family member: - (a) has previously acted as an interim chief executive officer of the selfregulatory organisation; or (b) acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the self-regulatory organisation on a
part-time basis.
(10) The self-regulatory organisation must include industry representatives on its board, of which at least one director must be representative of issuers and at least one director must be representative of investors, and, in each case, such director must not be associated with an authorised user, stockbroker, securities advisor or securities dealer. (11) When the board considers any matter that is recommended by, or otherwise is within the authority or jurisdiction of a board committee, a majority of the directors who vote on the matter must be independent directors.

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(12) The self-regulatory organisation must establish policies and procedures to require each director, on his own initiative and upon request of the self-regulatory organisation, to inform the self-regulatory organisation of the existence of any relationship or interest that may reasonably be considered to bear on whether such director is an independent director. (13) If the self-regulatory organisation fails to comply with the requirement that the board be composed of a majority of independent directors because there is a vacancy on the board or a director ceases to be independent, it must comply with this requirement by the earlier of its next annual meeting or one year from the date of the occurrence of the event that caused the failure to comply with this requirement. (14) The self-regulatory organisation must establish procedures for interested persons to communicate their concerns regarding any matter within the authority or jurisdiction of a board committee directly to the independent directors. (15) The independent directors must have the authority to direct and supervise inquiries into any matter brought to their attention within the scope of their duties and to obtain advice and assistance from independent legal counsel and other advisors as they determine necessary to carry out their duties. (16) The self-regulatory organisation must provide sufficient funding and other resources, as determined by the independent directors, to permit the independent directors to fulfil their responsibilities, and to retain independent legal counsel and other advisors. (17) The self-regulatory organisation must adopt, implement and maintain policies to ensure the enhancement of market integrity, market efficiency, and investor protection. Regulatory Programme
9. (1) The self-regulatory organisation must establish policies and procedures to
assure the independence of its regulatory programme from its market operations or other commercial interests. (2) The self-regulatory organisation’s regulatory programme must be: - (3) structurally separated from the market operations and other commercial interests of the self-regulatory organisation by means of separate legal entities; or (c) functionally separated within the same legal entity from the market operations and other commercial interests of the self-regulatory organisation. (4) The board must appoint a Chief Regulatory Officer to administer the regulatory programme of the self-regulatory organisation, and the Chief Regulatory Officer must report directly to the regulatory oversight committee. (5) Any funds received by the self-regulatory organisation from regulatory fees, fines, or penalties must be applied only to fund programmes and operations directly related to such self-regulatory organisation’s regulatory responsibilities. (6) The self-regulatory organisation must make and keep books and records necessary to demonstrate compliance with the requirement in sub-clause (4). ________________

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FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
The limits for the purposes of an affected transaction as defined in section 155 of the act and disclosure of affected transactions Standard No. FM.S.3.8 issued by NAMFISA under subsection 410(4)(r) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “Companies Act” means the Companies Act, 2004 (Act No. 28 of 2004); (c) “CSD” means a central securities depository as defined in the Act; (d) “equity securities” means shares as defined in section 1 of the Companies Act; (e) “material” means any factual information about an issuer or securities issued which is likely or reasonably expected to influence and investor’s decision (f) “non-equity security” means securities that are not equity securities; (g) “offer” means to sell or offer to sell any security to a client or potential client for valuable considerations; (h) “offer document” means a document containing information about an issuer or offer f securities whether referred to as a prospectus, a term sheet, notice, circular or by any other name and whether in printed or in electronic form, and includes the particulars specified in subsection 109(6) of the Companies Act; (i) “prospectus” means a prospectus within the meaning of section 1 of the Companies Act; and (j) “transaction” has the meaning ascribed thereto by section 78 of the Act, but for the purposes of this Standard also includes any other transfer, e.g., by way of a gift, testamentary disposition, cession, or pledge, of listed securities outside the registered exchange on which such securities are listed (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) board; (iv) client; (v) director; (vi) financial year; (vii) foreign entity; (viii) Generally Accepted Accounting Practice; (ix) International Accounting Standards; (x) NAMFISA;

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(xi) officer; and
(xii) person
(b) control as defined in section 3 of the Act (c) As defined in section 78 of the Act - (d) central securities depository; (i) exchange; (ii) foreign exchange; (iii) issuer; (iv) listed security; (v) regulated person; (vi) security; and (vii) transaction. Applicability
2. This Standard applies to listed securities and securities intended to be listed on a
regulated market that:
(a) have voting rights attached, which vest the right to vote; or (b) are convertible to a security with attributes referred to in sub-clause (a). Limits for the purpose of paragraph (b) of the definition of “affected transaction”:
3. Any transaction in which a person, in whom control of a corporate body is vested,
acquires further securities of that corporate body, whether acting alone or conjointly or in concert within the meaning of clause 3, in excess of:

Without prejudice to any requirement under the Companies Act, the
regulated person concerned must provide the following information about an issuer:
(a) 5% of any class of voting securities; or
(b) 5% of any class of non-voting securities that are convertible into voting securities; is an affected transaction for the purposes of subsection 155(b) of the definition of “affected transaction.” Acting conjointly or in concert

(1) For the purposes of paragraphs (a) and (b) of the definition of “affected
transaction” under section 155 of the Act, two or more persons who, with respect to a corporate body, have entered into any transaction, whether formal or informal, verbal or written, in respect of:
(a) securities of that corporate body, or
(b) securities of an affiliate or associate of that corporate body, are deemed to be acting conjointly or in concert. (2) Without limiting the generality of sub-clause (1), any agreement, commitment or understanding by or between two or more persons who beneficially own securities of a corporate body or securities of any entity referred to in sub-clause (1)(b) or (c):
(a) whereby any of them or their nominees may veto any proposal put before the board of directors of that corporate body; or

150 Government Gazette 22 December 2021 7713
(b) under which no proposal put before the board of directors of that corporate body may be approved except with the consent of any of them or their nominees, is deemed to be a transaction referred to in sub-clause (1). (3) For the purposes of this clause, persons shall be presumed not to have agreed to act conjointly or in concert solely by reason of the fact that:
(a) a person exercises voting rights by proxy or in a nominee or fiduciary capacity for and on behalf of one or more other persons in respect of securities referred to in sub-clause (1); or (b) they exercise the voting rights attached to securities referred to in sub-clause (1) in the same manner. (4) Where, in the opinion of NAMFISA, it is reasonable to conclude that a transaction referred to in sub-clause (1) or (2) exists by or among two or more persons, NAMFISA may designate those persons as persons who have agreed to act conjointly or in concert. Affected transactions prohibited without disclosure
5. (1) A person must not enter into any affected transaction without first giving
notice of the transaction, in writing, to NAMFISA and the regulated market concerned and must, after entering into the affected transaction, forthwith give notice to the public by means of a press release in at least two daily newspapers circulating in Namibia. (2) The notice and the press release referred to in sub-clause (1) must be authorized by a senior officer of the corporate body concerned, contain the information set out in Annexure 1, and be accessible to the public. Further disclosure
6. In the event that disclosure has been made by a person pursuant to clause 4 in respect
of an affected transaction, and the person intends to enter into an additional affected transaction, that person must not enter into the additional transaction unless and until additional disclosure is made to NAMFISA and the regulated market in accordance with clause 4 Exceptions
7. (1) This Standard does not apply to a transaction that is:
(a) a merger or amalgamation of two or more corporate bodies; (b) a transfer of all or substantially all of the business or assets of a corporate body; (c) a scheme which has been voted for or will be voted for at a meeting of the security holders concerned of a corporate body; (d) the result of a corporate body being placed under judicial management; or (e) undertaken by a corporate body owned by the State.

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Annexure 1
Information to be provided to NAMFISA and the regulated market concerned, and to be contained in a press release, as provided in clauses 4, 5 and 6 of this Standard.

For each class of securities involved in a transaction giving rise to an obligation to give
notice to NAMFISA and the regulated market concerned and to the public by way of a press release pursuant to clause 4 or 6 of the Standard, and if applicable, for each class of voting securities into which the securities of the class are convertible, exercisable or exchangeable, the notice must include:
(a) the name and address of the person who is or will be the acquirer; (b) the designation and number of securities and the percentage in the class of securities which the person acquired or will acquire; (c) the designation and number of securities and the total percentage in the class of securities which the person holds or will hold immediately after the transaction; (d) the designation and number of securities and the total percentage in the class of securities over which:
(i) the person who is the acquirer, either alone, or together with any associates or other persons acting conjointly or in concert, has control; (ii) the person who is the acquirer, either alone or together with any associates or other persons acting conjointly or in concert, has control but does not have ownership; (e) the value, in Namibian dollars, of any consideration offered per security, if the person acquired ownership of a security; (f) the purpose of the person who is or will be the acquirer and any associates or other persons acting jointly or in concert in effecting the transaction; (g) the general nature and material terms of any agreement with respect to the securities of the corporate body, other than lending arrangements, entered into among the corporate body or any other entity and the person who is the acquirer and any associates or other persons acting conjointly or in concert with the acquirer, including any agreements with respect to the acquisition, holding, disposition or voting of any of the securities; (h) the names and addresses of any associates or other persons acting conjointly or in concert with the person who is the acquirer with respect to the transaction; and (i) any previously undisclosed inside information known by a person who is an insider.
The notice in the press may include:
(a) other relevant information in addition to that required by this Annexure; or (b) a declaration that the issue of the press release is not an admission that a person named in the press release owns or controls any described securities or is an associate or acting conjointly or in concert with another named person. ________________

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FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
Application By Registered Central Securities Depository, Exchange, Investment Manager, Linked Investment Service Provider, Securities Clearing House, Securities Rating Agency, Securities Advisor Or Securities Dealer For Cancellation Of Registration Granted Pursuant To Section 85 Of The Act Or For Variation Of The Conditions For Registration Standard No. FM.S.3.12 issued by NAMFISA under section 410(2)(c), read with section 88(1) and (2), of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “special resolution” means a resolution passed by a company as contemplated in sections 207 through to section 211 of the Companies Act; and (c) “NAMFISA ERS” means the Electronic Regulatory System that facilitates communication between NAMFISA and financial institutions. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:
(a) as defined in section 1 of the Act -
(i) auditor;
(ii) board;
(iii) document;
(iv) principal officer;
(v) regulated person;
(vi) NAMFISA;
(b) as defined in section 78 of the Act -
(i) central securities depository;
(ii) exchange;
(iii) investment manager;
(iv) linked investment service provider;
(v) securities advisor;
(vi) securities clearing house;
(vii) securities dealer; and
(viii) securities rating agency.
Applicability
This Standard applies to a registered central securities depository, exchange, investment
manager, linked investment service provider, securities clearing house, securities rating agency, securities advisor or securities dealer (hereinafter referred to as “applicants”) applying for cancellation of its registration granted pursuant to section 85 of the Act.
An applications for variation to the conditions subject to which registration was granted must
be dealt with in accordance with this Standard FM.S.3.12.

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Application for cancellation of registration
7. An application for cancellation of registration granted pursuant to section 85 of the Act or
for variation of conditions of registration for which it was registered must be made to NAMFISA in accordance with clause 5. Particulars to be furnished upon application
8. Pursuant to section 88(2) of the Act, an application for cancellation of registration granted
pursuant to section 85 or variation of registration conditions must - (a) be in writing and provide the particulars as specified in Schedule 1, Application form for cancellation of registration granted pursuant to section 85 of the Act;

(b) be accompanied by a copy of the notice published in terms of section 88(3) of the Act; (c) be accompanied by the original certificate of registration (declaration under Oath where original lost); (d) be accompanied by a bank letter confirming the closure of the bank account(s) opened and operated for purposes of segregating client assets; (e) be signed by the principal officer or a person duly authorised to represent the applicant; (f) other than a securities advisor that is an individual, be accompanied by a copy of a special resolution on the decision to apply for cancelation of its registration granted or vary its registration of business for which it was registered pursuant to section 85 of the Act; (g) for securities advisor that is an individual, be accompanied by a written representation on why cancellation or variation of business, as the case may be, is necessary; (h) specify the measures that the applicant has taken to discharge all its obligations and meet all its liabilities under any contractual obligation; and (i) provide proof of payment of the prescribed application fee.
9. The applicant must disclose all information as required in the Schedule and all parts must be
duly completed.
10. (1) An application, not complete in all respects and not conforming to the instructions
specified in the Schedules may be rejected on the basis of being non-compliant with this Standard. (2) In instances where the application is deemed not complete, NAMFISA must give the applicant the opportunity to provide the required information to complete the application. The required information must be provided within seven working days, failing which the application shall be rejected.
11. Nothing shall prevent NAMFISA from seeking further or additional information or documents
as may be reasonably necessary for processing of the application.
12. The applicant, its principal officer or a duly authorised person may, if so required, be called
to appear before NAMFISA for a personal representation in connection with the application. Submission
13. (1) An application for cancellation of registration must be submitted to NAMFISA
electronically on the NAMFISA ERS.
(2) Where necessary and when so directed by NAMFISA, the applicant must submit specified documentation manually to NAMFISA.

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Effect of cancellation of registration
14. On and from the date of cancellation of the registration of a central securities depository,
exchange, investment manager, linked investment service provider, securities clearing house, securities rating agency, securities advisor or securities dealer shall cease to act as such. SUPPORTING SCHEDULES
15. The following supporting schedules are attached to and form part of this Standard:
Schedule 1 - Application form for cancellation of registration granted pursuant to section
85 of the Act
SCHEDULE 1
APPLICATION BY REGISTERED CENTRAL SECURITIES DEPOSITORY, EXCHANGE, INVESTMENT MANAGER, LINKED INVESTMENT SERVICE PROVIDER, SECURITIES CLEARING HOUSE, SECURITIES RATING AGENCY, SECURITIES ADVISOR OR SECURITIES DEALER FOR CANCELLATION OF REGISTRATION GRANTED PURSUANT TO SECTION 85 OF THE ACT OR FOR VARIATION OF THE CONDITIONS FOR REGISTRATION Please complete in full:
REGULATED PERSON
Full Name(s) ...............................................................................................................................
Company Registration Number/ Identity Number .....................................................................
NAMFISA Registration Number ...............................................................................................
Income Tax Number ...................................................................................................................
CONTACT DETAILS
Physical address: ........................................................................................................................
Postal address: ............................................................................................................................
Tel. Work: ...................................................................................................................................
Cell. No: .....................................................................................................................................
Email address: ............................................................................................................................
DETAILS OF PRINCIPAL OFFICER
First Names: ...............................................................................................................................
Surname: ....................................................................................................................................
ID/Passport No: ..........................................................................................................................
Nationality: .................................................................................................................................
Gender: .......................................................................................................................................
Physical address: ........................................................................................................................
Postal Address: ...........................................................................................................................
Tel ...............................................................................................................................................
Mobile: .......................................................................................................................................
Email address: ............................................................................................................................

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DETAIL OF SHAREHOLDER(S)
Name Shareholding
DETAILS OF BOARD OF DIRECTORS
Name Nationality Executive/Non-Executive
Name of the Board Chairperson: .........................................................................................................
Name Name of Chairperson(s) of sub-committee(s) DETAILS OF AUDITOR ………………………………………………………………………………………………… ………………………………………………………………………………………………… ………………………………………………………………………………………………… DETAILS OF TRUSTEE OR CUSTODIAN IF APPLICABLE ……………………………………………………………………….…………………...…… ………………………………………………………………………………………………… …..……………………………………………………………………………………………… ………………………………………………………………………………………………… DECLARATION BY APPLICANT I, _________________________ (full names), in my capacity as _______________________________ of the applicant referred to herein, hereby declare under oath/affirm as follows:

all the information provided in this application (including all attachments) is complete,
true and correct;
I read and understand the provisions in the conditions and hereby declare/affirm that
the applicant will comply with such provisions and any other provisions as may be determined by the NAMFISA ; and
I understand that if any information in this application changes before this application is
approved, we must notify NAMFISA in writing immediately of the changes.

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I know and understand the content of this declaration. I do not have objections to taking the prescribed oath/affirmation. I consider the prescribed oath/affirmation to be binding on my conscience. ___________________________ SIGNATURE OF DEPONENT I hereby declare that the deponent has sworn/affirmed to and signed this statement in my presence a _______________________________ on the _day of ____________________ 20 , and he/she declared/affirmed as follows: that the facts herein contained fall within his/her personal knowledge and that he/she understands the contents hereof; that he/she has no objection to taking the oath/affirmation; and that he/she regards the oath/affirmation as binding on his/her conscience. __________________________________________ SIGNATURE OF COMMISSIONER OF OATHS FULL NAMES: _______________________________________________ CAPACITY: __________________________________________________ ADDRESS: __________________________________________________

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SCHEDULE 2
TEMPLATE FOR WRITTEN REPRESENTATIONS: DRAFT PROPOSED STANDARDS NAME STANDARD COMMENT/ DESCRIPTION OF ISSUE PROPOSED AMENDMENT/ SOLUTION

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SCHEDULE 1
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS ADDITIONAL INFORMATION REQUIRED TO EANBLE AN INVESTOR TO MAKE AN INFORMED DECISION PURSUANT TO SUBSECTION 172(1)(b) OF THE ACT Standard No. CIS.S.4.1 Issued by NAMFISA under section 172(1)(b), 410(5)(b), and 410(5)(cc) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act; “closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price; “constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meanings as in the General Standards; “functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorised representative that is a corporate body, including a director, principal officer or other officers of that corporate body; “initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11; “offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client; “offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospectus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form; “open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets;

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“operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “representative” means a representative appointed by a trustee or custodian of a CIS pursuant to subsection 189(6) of the Act; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) auditor; (iv) board; (v) client; (vi) corporate body; (vii) director; (viii) financial service; (ix) financial year; (x) NAMFISA; (xi) officer; (xii) principle office; (xiii) principal officer; and (xiv) person (b) control as defined in section 3 of the Act (c) as defined in section 78 of the Act - (i) exchange; (ii) issuer; (iii) investment manager; (iv) listed securities; (v) regulated person; (vi) security; and (vii) transaction. (d) as defined in section 168 of the Act - (i) assets; (ii) authorised representative; (iii) ccollective investment scheme; (iv) custodian; (v) deed; (vi) designated representative; (vii) investor; (viii) manager; (ix) members of the public; (x) participatory interest; (xi) portfolio; and (xii) trustee;

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(e) collective investment scheme in participation bonds, as defined in section 201 of the Act; (f) collective investment scheme in unlisted securities, as defined in section 210 of The Act; (g) collective investment scheme in money market instruments, as defined in section 213 of the Act; (h) foreign collective investment scheme, as defined in section 218 of the Act; and (i) a person or manager connected with a foreign country or Namibia, as the case may be, as provided in section 220 (2) of the Act. Applicability
4. This Standard applies to every manager of a CIS and its authorized representatives
and to the designated representatives of such authorized representatives. General information
3. (1) A manager, authorized representative or a designated representative of a collective
investment scheme must, before entering into an initial transaction relating to any portfolio with an individual investor, provide to the investor general information in respect of a CIS or portfolio of a CIS pursuant to section 172(1)(b) of the Act, including:
(a) terms and conditions of investment and redemption or repurchase of participatory interests, including redemption period in days; (b) administration expenses (e.g., auditing, legal, IT) of the portfolio, as a percentage of assets and NAV, and any other expense measure, deemed appropriate and explained by the manager, authorized representative or designated representative, together with a description of the services to which the expenses relate and the basis of allocation (e.g., pro rata, per capita); and (c) fees and expenses charged against investors, as a percentage of participatory interests, and any other expense measure, deemed appropriate and explained by the manager, authorized representative or designated representative, together with a description of the services to which the fees and expenses relate and the basis of allocation (e.g., redemption fees, transfer fees, front- or back-end loaded charges or commissions). (2) A manager, authorised representative or a designated representative of a CIS must, before entering into an initial transaction relating to any portfolio with an individual investor, provide to the investor investment-related information in respect of a CIS or portfolio of a CIS pursuant to section 172(1)(b) of the Act, including:
(a) name, type (e.g., CIS in money market instruments, CIS in unlisted securities) and form (e.g., open-ended, closed-ended, trust, company) of the CIS or portfolio (e.g., feeder fund, fund-of-fund); (b) whether the manager or an investment manager manages the assets, and, where an investment manager manages the assets, the identity of the investment manager and a description of its relationship to the investment manager; (c) suggested investment period, if any, in years; (d) asset and asset and sector allocation of assets, including individual securities constituting 60% of assets, and details of portfolios in feeder-fund or fund-of-fund arrangements;

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(e) tax status of investments and investment income; (f) the risk inherent in the portfolio, including the measurement of risk and explanation thereof, and use of leverage and derivative instruments and associated risks; (g) past or current rate of return of the portfolio, including the measurement of return and explanation thereof, both on a gross and net of expenses basis, for 1, 5 and 10 calendar-year periods or such periods the manager must specify where periods are shorter; (h) names of and relative performance to benchmarks, including benchmarks used, both on a gross and net of expenses basis; (i) NAV price and material changes; (j) fees and other charges of the manager, as a percentage of assets and NAV; (k) fees and other charges in respect of investment management, custody and safekeeping of assets; (l) distributions in the immediately preceding period, as a percentage of assets; (m) a description of the borrowing powers of the CIS and scrip lending, if any; (n) a statement that fees and expenses ae only one of many factors investors should consider when making investment decisions; and (o) a statement that NAV is subject to fluctuations from time to time and that past performance is not necessarily and indication of expected future performance. (3) Where an operator of a foreign CIS or portfolio solicits investments from an investor, the operator must provide to an investor the information set out in clauses 3 and 4 and any other information relevant to the foreign CIS or portfolio to enable the investor to make an informed decision, including but not limited to:
(a) the currency in which the CIS or portfolio is denominated; (b) currency risks; (c) any withholding tax applicable to investments; (d) custody and safekeeping of assets; and (e) the exercise of voting power conferred by assets (4)The information provided to an investor in terms of this standard must be:
(a) in writing, be in plain language in accordance with the General Standards; (b) accurate and not misleading or deceptive; (c) explained to the investor in a manner that will enable the investor to make an informed decision; and (d) provided at least 14 days before entering into an initial transaction with an investor. (5) The transaction contemplated in this section relates to where an individual investor intends to, or has been offered to, invest in a CIS or a portfolio of a CIS for the first time, or after material changes have been effected to a CIS or a portfolio of a CIS. (6)Where an investor, other than an individual investor, requires the information required in or by this section, the manager or operator, authorized representative or a designated representative of a CIS must provide such information to the investor forthwith before entering into any transaction with the investor.

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Other information
4. (1) An investor may request other information that may be useful to the investor from a
manager, an authorized representative or a designated representative or operator, including:
(a) an Internet or Web site address, if any, of the manager or operator where investors can obtain information such as the objectives and strategies of the manager or operator, and how to obtain further information, (b) the manager’s registration details with NAMFISA or an authorized representative’s authorization by the manager; (c) the operator’s registration details with a foreign regulator; (d) the manner in which the manager or operator manages conflicts of interest; (e) a description and identification of any delegated function of manager or operator not provided; and (f) the manner in which the manager or operator ensures the fair treatment of investors with another named person. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENT OTHER INFORMATION AND MATERIAL REQUIRED FOR AN AUTHORISED REPRESENTATIVE Standard No. CIS.S.4.2 issued by NAMFISA under sections 180(4) and 410(5)(c) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act; “closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price; “constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meaning as in the General Standards;

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“functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorised representative that is a corporate body, including a director, principal officer or other officers of that corporate body; “initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11; “offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client; “offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospectus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form; “open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets; “operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “representative” means a representative appointed by a trustee or custodian of a CIS pursuant to subsection 189(6) of the Act; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) auditor; (iv) board; (v) client; (vi) corporate body; (vii) director; (viii) financial service; (ix) financial year; (x) NAMFISA; (xi) officer; (xii) principle office; (xiii) principal officer; and (xiv) person

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(b) control as defined in section 3 of the Act (c) as defined in section 78 of the Act - (i) exchange; (ii) issuer; (iii) investment manager; (iv) listed securities; (v) regulated person; (vi) security; and (vii) transaction. (d) as defined in section 168 of the Act - (i) assets; (ii) authorised representative; (iii) collective investment scheme; (iv) custodian; (v) deed; (vi) designated representative; (vii) investor; (viii) manager; (ix) members of the public; (x) participatory interest; (xi) portfolio; and (xii) trustee; (e) collective investment scheme in participation bonds, as defined in section 201 of the Act; (f) collective investment scheme in unlisted securities, as defined in section 210 of the Act; (g) collective investment scheme in money market instruments, as defined in
Section 213 of the Act;
(h) foreign collective investment scheme, as defined in section 218 of the Act; and (i) a person or manager connected with a foreign country or Namibia, as the case may be, as provided in section 220(2) of the Act. Applicability
2. This Standard applies to a manager or an operator of a collective investment scheme.
Requirements in respect of individual authorized representative
3. (1) Where the authorized representative is an individual, a manager or operator
must provide the following information and material in respect of the individual:
(a) personal details of the individual;
(b) educational and practical experience of the individual in financial services or related fields; (c) any beneficial interest the individual or the individual’s associates have in a financial institution, including an interest in the manager, operator or a trustee or custodian in relation to the CIS; (d) any final civil or criminal penalty that may have been imposed on the individual in the last five years; and

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(e) any incidence of the individual having been found guilty of dishonesty, unprofessional conduct, or breach of fiduciary duty in a similar capacity as authorized representative in the last five years. a list of members of the board of the self-regulatory organisation and any changes thereto over the last financial year. Requirements in respect of a corporate body authorized representative
4. (1) Where the authorized representative is a corporate body, a manager must provide
the following information and material in respect of the corporate body:
(a) personal details of the shareholders, controlling persons, directors, principal officer, and officers of the authorized representative; (b) registered address of the principal office; (c) memorandum and articles or other founding documents of the corporate body; (d) registration documents of the corporate body; (e) name and address of the auditor, if any; (f) names of the individuals acting for and on behalf of the corporate body in relation to investors; (g) statement of the relationship between the manager or operator and the authorized representative or its functionaries; (h) any beneficial interest a functionary or the functionary’s associates have in a financial institution, including in the manager, operator or a trustee or custodian in relation to the CIS, or the authorized representative has in the manager, operator or a trustee or custodian in relation to the CIS; (i) any final civil or criminal penalty that may have been imposed on any functionary of the authorized representative in the last five years; and (j) any incidence of a functionary having been found guilty of dishonesty, unprofessional conduct, or breach of fiduciary duty in a similar capacity as in relation to an authorized representative in the last five years.in which the manager or operator ensures the fair treatment of investors General requirement
5. (1) A manager or operator must implement policies and procedures that are designed
to ensure that the manager or operator is able to obtain the information and material specified under this standard, and to provide such information and material to NAMFISA timeously. ________________

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FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS RULES FOR ADMINISTRATION OF COLLECTIVE INVESTMENT SCHEMES UNDER ONE OR MORE OF PARTS 3 TO 8 OF CHAPTER 4 AND SOLICITATION OF INVESTMENTS IN A FOREIGN COLLECTIVE INVESTMENT SCHEME UNDER PART 9 OF CHAPTER 4 Standard No. CIS.S.4.3 issued by NAMFISA under section 410(5)(g) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act; “closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price; “constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meaning as in the General Standards; “functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorised representative that is a corporate body, including a director, principal officer or other officers of that corporate body; “initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11; “offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client; “offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospectus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form;

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“open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets; “operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “representative” means a representative appointed by a trustee or custodian of a CIS pursuant to subsection 189(6) of the Act; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) auditor; (iv) board; (v) lient; (vi) corporate body; (vii) director; (viii) financial service; (ix) financial year; (x) NAMFISA; (xi) officer; (xii) principle office; (xiii) principal officer; and (xiv) person (d) control as defined in section 3 of the Act (c) as defined in section 78 of the Act - (i) exchange; (ii) issuer; (iii) investment manager; (iv) listed securities; (v) regulated person; (vi) security; and (vii) transaction. (d) as defined in section 168 of the Act - (i) assets; (ii) authorised representative; (iii) collective investment scheme; (iv) custodian; (v) deed; (vi) designated representative; (vii) investor;

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(viii) manager;
(ix) members of the public;
(x) participatory interest;
(xi) portfolio; and
(xii) trustee;
(e) collective investment scheme in participation bonds, as defined in section 201 of the Act; (f) collective investment scheme in unlisted securities, as defined in section 210 of the Act; (g) collective investment scheme in money market instruments, as defined in section 213 of the Act; (h) foreign collective investment scheme, as defined in section 218 of the Act; and (i) a person or manager connected with a foreign country or Namibia, as the case may be, as provided in section 220(2) of the Act. Applicability
2. This Standard applies to a manager in respect of the operation and administration of a CIS in
securities, property, participation bonds, unlisted securities and money market instruments and a declared CIS, and to an operator in respect of solicitation of investments in a foreign CIS. Operation and administration of CIS
3. (1) A manager of a CIS must ensure that the governance arrangements would enable the
manager to satisfy the duties set out in section 170 of the Act, including:
(a) the composition of the board, consisting of an independent chairman and directors; (b) the responsibility for risk management and internal controls; (c) the employment of fit and proper functionaries with the required skills and experience for the effective and prudent operation of a CIS; (d) audit arrangements that are able to provide an objective review of the effectiveness of the financial reporting and risk management, including an independent auditor and audit committee; and (e) disclosure to investors of any interests of its directors and management in the CIS’s (2) To ensure that the CIS is administered prudently and for the benefit of investors, a manager of a CIS must adopt and implement policies, procedures and controls that deal with:
(a) the rights of investors, including accurate records and valuation of assets; (b) conflicts of interests, including the avoidance or management of conflicts or potential conflicts; (c) transparency and disclosure of material information to investors, timeously; (d) the protection of investor assets, including segregation; (e) investment of CIS assets by an investment manager or safekeeping or custody of assets by a trustee or custodian; (f) execution of investment policies and mandates;

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(g) remedial action where lapses occur; and
(h) the compliance function in respect of compliance with the Act and other applicable laws. Solicitation of investments by foreign CIS
4. (1) In the solicitation of investments from investors in Namibia, an operator of a foreign CIS
must ensure that:
(a) the solicitation of investments from potential investors is in accordance with the Act; (b) the operator complies with the Act and other applicable laws; ( c ) the interests of investors are protected; ( d ) the operator is transparent and discloses material information to investors timeously; (e) the governance and audit arrangements are suited to the interests of investors; and (f) the administration of the CIS is in the best interests of investors General
5. (1) A manager and an operator of a CIS owe a fiduciary duty to investors and must ensure that
authorized representatives and their designated representatives comply with the requirements of the Act in dealing with investors. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS MINIMUM INVESTMENT PERIODS FOR INVESTMENTS IN A COLLECTIVE INVESTMENT SCHEME IN PARTICIPATION BONDS OTHER INFORMATION AND MATERIAL REQUIRED FOR AN AUTHORIZED REPRESENTATIVE Standard No. CIS.S.4.4 issued by NAMFISA under section 410(5)(o) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act; “closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price;

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“constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meaning as in the General Standards; “functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorized representative that is a corporate body, including a director, principal officer or other officers of that corporate body; “initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11; “offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client; “offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospectus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form; “open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets; “operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “representative” means a representative appointed by a trustee or custodian of a CIS pursuant to subsection 189(6) of the Act; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) auditor; (iv) board; (v) client; (vi) corporate body;

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(vii) director;
(viii) financial service;
(ix) financial year;
(x) NAMFISA;
(xi) officer;
(xii) principle office;
(xiii) principal officer; and
(xiv) person
(b) control as defined in section 3 of the Act (c) as defined in section 78 of the Act - (i) exchange; (ii) issuer; (iii) investment manager; (iv) listed securities; (v) regulated person; (vi) security; and (vii) transaction. (d) as defined in section 168 of the Act - (i) assets; (ii) authorized representative; (iii) collective investment scheme; (iv) custodian; (v) deed; (vi) designated representative; (vii) investor; (viii) manager; (ix) members of the public; (x) participatory interest; (xi) portfolio; and (xii) trustee; (d) collective investment scheme in participation bonds, as defined in section 201 of the Act; (e) collective investment scheme in unlisted securities, as defined in section 210 of the Act; (g) collective investment scheme in money market instruments, as defined in section 213 of the Act; (h) foreign collective investment scheme, as defined in section 218 of the Act; and (i) a person or manager connected with a foreign country or Namibia, as the case may be, as provided in section 220(2) of the Act. Applicability
2. This Standard applies to a manager and a CIS in participation bonds.
Minimum investment period
3. (1) The deed of a CIS in participation bonds must provide that investments in a CIS in
participation bonds must be for a period not less than five years.
(2) Where, for any particular reason stated in the deed and in an offer document, the investment period is longer than five years, the manager must disclose the minimum period of investment in such offer document and ensure that investors make an informed decision.

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(3) An authorized representative of the manager must inform the potential investors of the minimum investment period when soliciting investments. (4) Upon maturity or expiry of the minimum investment period, an investor has the right to redeem participatory interests unless the investor and the manager agree to extend the investment period, and the extended period is stated in the amended deed and offer document. (5) Where an investor intends to redeem any participatory interest before the maturity or expiry of the minimum investment period, and a manager is able to redeem a participatory interest of an investor, the manager may redeem the participatory interest as long as the redemption does not in any way prejudice the other investors. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS MINIMUM INVESTMENT PERIODS FOR INVESTMENTS IN A COLLECTIVE INVESTMENT SCHEME IN UNLISTED SECURITIES OTHER INFORMATION AND MATERIAL REQUIRED FOR AN AUTHORIZED REPRESENTATIVE Standard No. CIS.S.4.5 issued by NAMFISA under sections 410(5)(p) and (bb) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act; “closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price; “constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meaning as in the General Standards; “functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorized representative that is a corporate body, including a director, principal officer or other officers of that corporate body;

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“initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11; “offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client; “offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospectus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form; “open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets; “operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “representative” means a representative appointed by a trustee or custodian of a CIS pursuant to subsection 189(6) of the Act; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) auditor; (iv) board; (v) client; (vi) corporate body; (vii) director; (viii) financial service; (ix) financial year; (x) NAMFISA; (xi) officer; (xii) principle office; (xiii) principal officer; and (xiv) person (b) control as defined in section 3 of the Act (c) as defined in section 78 of the Act -

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(i) exchange;
(ii) issuer;
(iii) investment manager;
(iv) listed securities;
(v) regulated person;
(vi) security; and
(vii) transaction.
(d) as defined in section 168 of the Act -
(i) assets;
(ii) authorized representative;
(iii) collective investment scheme;
(iv) custodian;
(v) deed;
(vi) designated representative;
(vii) investor;
(viii) manager;
(ix) members of the public;
(x) participatory interest;
(xi) portfolio; and
(xii) trustee;
(e) collective investment scheme in participation bonds, as defined in section 201 of the Act; (f) collective investment scheme in unlisted securities, as defined in section 210 of the Act; (g) collective investment scheme in money market instruments, as defined in section 213 of the Act; (h) foreign collective investment scheme, as defined in section 218 of the Act; and (i) a person or manager connected with a foreign country or Namibia, as the case may be, as provided in section 220(2) of the Act. Applicability
11. This Standard applies to a manager and a CIS in participation unlisted securities.
Minimum investment period
3. (1) The deed of a CIS in unlisted securities must provide that investments in a CIS in unlisted securities must be for a period not less than seven years.
(2) Where, for any particular reason stated in the deed and in an offer document, the investment period is longer than seven years, the manager must disclose the minimum period of investment in such offer document and ensure that investors make an informed decision as to the investment in the CIS. (3) An authorized representative of the manager must inform the potential investors of the minimum investment period when soliciting investments. (4) Upon maturity or expiry of the minimum investment period, an investor has the right to redeem participatory interests unless the investor and the manager agree to extend the investment period, and the extended period is stated in the amended deed and offer document. (5) Where an investor intends to redeem any participatory interest before the maturity or expiry of the minimum investment period, and a manager is able to redeem a participatory

7713 Government Gazette 22 December 2021 175 interest of an investor, the manager may redeem the participatory interest as long as the redemption does not in any way prejudice the other investors. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS ACTIONS THAT MAY BE TAKEN BY NAMFISA AGAINST A MANAGER OR PERSON CONNECTED WITH A FOREIGN COUNTRY PURSUANT TO SECTION 220(1) Standard No. CIS.S.4.6 issued by NAMFISA under section 410(5)(r) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act; “closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price; “constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meaning as in the General Standards; “functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorized representative that is a corporate body, including a director, principal officer or other officers of that corporate body; “initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11; “offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client; “offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospectus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form;

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“open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets; “operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “representative” means a representative appointed by a trustee or custodian of a CIS pursuant to subsection 189(6) of the Act; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2)Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) auditor; (iv) board; (v) client; (vi) corporate body; (vii) director; (viii) financial service; (ix) financial year; (x) NAMFISA; (xi) officer; (xii) principle office; (xiii) principal officer; and (xiv) person (b) control as defined in section 3 of the Act (c) as defined in section 78 of the Act - (i) exchange; (ii) issuer; (iii) investment manager; (iv) listed securities; (v) regulated person; (vi) security; and (vii) transaction. (d) as defined in section 168 of the Act - (i) assets; (ii) authorized representative; (iii) collective investment scheme; (iv) custodian; (v) deed;

7713 Government Gazette 22 December 2021 177
(vi) designated representative;
(vii) investor;
(viii) manager;
(ix) members of the public;
(x) participatory interest;
(xi) portfolio; and
(xii) trustee;
(e) collective investment scheme in participation bonds, as defined in section 210 of the Act; (f) collective investment scheme in unlisted securities, as defined in section 210 of the Act; (g) collective investment scheme in money market instruments, as defined in section 213 of the Act; (h) foreign collective investment scheme, as defined in section 218 of the Act; and (i) a person or manager connected with a foreign country or Namibia, as the case may be, as provided in section 220 (2) of the Act. Applicability
2. This Standard applies to a person or manager connected with Namibia who is operating or
intends to operate a collective investment scheme in Namibia in the circumstances where, pursuant to any law of a foreign country, or pursuant to any regulatory or supervisory action taken by any authority or body in a foreign country, the person or manager is suspended, disqualified or restricted in administering a collective investment scheme in that foreign country. Action against manager
3. (1) Where a manager connected with Namibia is suspended, disqualified or restricted from
operating a collective investment scheme in a foreign country, NAMFISA may serve a notice on the manager:
(a) directing the manager to disclose the full details of the action taken and the reasons for the action taken in the foreign country within the time period specified in the notice; (b) requesting the manager to disclose any exposure of investors to the CIS in the foreign country, and to explain whether and how investors may be affected; and (c) informing the manager of the action NAMFISA may take in accordance with the Act or this standard. (2) NAMFISA may, in the interest of the members of the public or the investors and depending on the circumstances of each case, take any of the following actions against a manager operating a CIS in Namibia:
(a) conduct an inspection of the affairs of the manager to determine whether the manager is not engaging in similar conduct for which action was taken in the foreign country; (b) pending any inspection findings, restrict the manager from soliciting further investments from members of the public or investors; and (c) request the manager to submit documents relating to of any further action taken by a supervisory authority or body in the foreign country.

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(3) NAMFISA may, provided that it does not prejudice the investors or the public interest, restore the manager to solicit further investments subject to any conditions NAMFISA may impose. (4) NAMFISA may, after taking into consideration the reasons for the action taken against the manager in the foreign ccountry, the inspection findings, if any, and the representations made by the manager, cancel or vary the registration of the manager in accordance with the Act. (5) Before taking any of the foregoing action, NAMFISA must request the manager to make representations to NAMFISA as to the intended action and why NAMFISA should not take the action. Action against person
4. (1) Where a person that intends to operate a CIS in Namibia is suspended, disqualified or
restricted from operating a CIS in a foreign country, NAMFISA may serve a notice on the person:
(a) directing the person to disclose the full details of the action taken and the reasons for the action taken in the foreign country within the time period specified in the notice; or (b) informing the person of the action NAMFISA may take in accordance with the Act or this standard. (2) NAMFISA may, in the interest of the members of the public or the investors and depending on the circumstances of each case, take any of the following actions against a person intending to operate a CIS in Namibia:
(a) approve and register the applicant on such conditions NAMFISA may consider appropriate in the circumstances, including restriction on soliciting investments, and for such a period specified by NAMFISA; or (b) refuse to approve an application for registration of a CIS in accordance with the Act. (3) Before taking any of the foregoing action, NAMFISA must request the person to make representations to NAMFISA as to the intended action or action taken in terms of section 356(5) of the Act and why NAMFISA should not take the action. General
5. (1) NAMFISA may, provided that it does not prejudice the investors or the public interest, inform
the public of the action taken against the manager or the person ________________

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FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS REQUIREMENTS WITH RESPECT TO TRUSTEES AND CUSTODIANS OF A COLLECTIVE INVESTMENT SCHEME OTHER INFORMATION AND MATERIAL REQUIRED FOR AN AUTHORIZED REPRESENTATIVE Standard No. CIS.S.4.7 issued by NAMFISA under section 190(2) and section 410(5)(s) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act; “closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price; “constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meaning as in the General Standards; “functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorized representative that is a corporate body, including a director, principal officer or other officers of that corporate body; “initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11; “offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client; “offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospectus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form;

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“open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets; “operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “representative” means a representative appointed by a trustee or custodian of a CIS pursuant to subsection 189(6) of the Act; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) auditor; (iv) board; (v) client; (vi) corporate body; (vii) director; (viii) financial service; (ix) financial year; (x) NAMFISA; (xi) officer; (xii) principle office; (xiii) principal officer; and (xiv) person (b) control as defined in section 3 of the Act (c) as defined in section 78 of the Act - (i) exchange; (ii) issuer; (iii) investment manager; (iv) listed securities; (v) regulated person; (vi) security; and (vii) transaction. (d) as defined in section 168 of the Act - (i) assets; (ii) authorized representative; (iii) collective investment scheme; (iv) custodian; (v) deed;

7713 Government Gazette 22 December 2021 181
(vi) designated representative;
(vii) investor;
(viii) manager;
(ix) members of the public;
(x) participatory interest;
(xi) portfolio; and
(xii) trustee;
(e) collective investment scheme in participation bonds, as defined in section 201 of the Act; (f) collective investment scheme in unlisted securities, as defined in section 210 of the Act; (g) collective investment scheme in money market instruments, as defined in section 213 of the Act; (h) foreign collective investment scheme, as defined in section 218 of the Act; and (i) a person or manager connected with a foreign country or Namibia, as the case may be, as provided in section 220(2) of the Act. Applicability
2. This Standard applies to a trustee, custodian or an independent representative
appointed by a trustee or custodian under section 189(6) the Act, hereinafter referred to, collectively, as a trustee or custodian. Capital and reserves
3. A trustee or custodian of a CIS must have a minimum authorised and issued share
capital and non-distributable reserves of N$5,000,000 at all times.
General financial and commercial standing
4. (1) A trustee or custodian of a CIS must:
(a) have adequate human, technical and financial resources to execute its duties and functions under the Act efficiently and effectively; (b) use proper control systems, including for the safe-keeping and segregation of investor assets and for calculating the value of participatory interests; (c) have or be able to generate adequate financial resources that can cover operating expenses for at least 13 weeks at any time during the financial year; (d) be independent from the manager or an affiliate of the manager; and (e) carry on its business activities in such a way that the performance of its duties or the conduct of its functions cannot be questioned. Fitness and propriety
5. (1) The functionaries of a trustee or custodian of a CIS must:
(a) be adequately experienced in the operation of a CIS; (b) possess knowledge and understanding of a CIS and be able to operate the CIS efficiently and effectively; (c) know the key regulatory requirements, including fiduciary duties in respect of investors, and comply with the requirements of the Act;

182 Government Gazette 22 December 2021 7713
(d) be able to act independently and be independent in their decision-making in relation to investors; and (e) apply sound business principles and ensure the financial soundness of the CIS. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS ASSETS THAT MUST BE INCLUDED IN A PORTFOLIO OF A COLLECTIVE INVESTMENT SCHEME AT THE TIME THAT A PARTICIPATORY INTEREST IS SOLD OR OFFERED FOR SALE OTHER INFORMATION AND MATERIAL REQUIRED FOR AN AUTHORIZED REPRESENTATIVE Standard No. CIS.S.4.8 issued by NAMFISA under sections 233(1) and 410(5)(u) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act; “closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price; “constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meaning as in the General Standards; “functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorized representative that is a corporate body, including a director, principal officer or other officers of that corporate body; “initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11;

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“offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client; “offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospectus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form; “open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets; “operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “representative” means a representative appointed by a trustee or custodian of a CIS pursuant to subsection 189(6) of the Act; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) auditor; (iv) board; (v) client; (vi) corporate body; (vii) director; (viii) financial service; (ix) financial year; (x) NAMFISA; (xi) officer; (xii) principle office; (xiii) principal officer; and (xiv) person (b) control as defined in section 3 of the Act (c) as defined in section 78 of the Act - (i) exchange; (ii) issuer; (iii) investment manager; (iv) listed securities; (v) regulated person; (vi) security; and (vii) transaction.

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(d) as defined in section 168 of the Act -
(i) assets;
(ii) authorized representative;
(iii) collective investment scheme;
(iv) custodian;
(v) deed;
(vi) designated representative;
(vii) investor;
(viii) manager;
(ix) members of the public;
(x) participatory interest;
(xi) portfolio; and
(xii) trustee;
(e) collective investment scheme in participation bonds, as defined in section 201 of the Act; (f) collective investment scheme in unlisted securities, as defined in section 210 of the Act; (g) collective investment scheme in money market instruments, as defined in section 213 of the Act; (h) foreign collective investment scheme, as defined in section 218 of the Act; and (i) a person or manager connected with a foreign country or Namibia, as the case may be, as provided in section 220(2) of the Act. Applicability
2. This Standard applies to the managers, trustees and custodians of collective investment
schemes.
Assets of portfolio
3. (1) A manager must not sell or offer for sale any participatory interest in a portfolio of a
CIS unless, at the time of selling or such offer, the portfolio consists of assets in the manner, within the limits and on the conditions set out in a standard NAMFISA may issue pursuant to subsection 410(5)(f) or other relevant enabling provision of the Act. (2) The assets comprising the portfolio must be in accordance with the deed and any offer document provided to investors. (3) The minimum value of a portfolio at the time a participatory interest is sold or offered for sale must be N$1,000,000, and the NAV of the participatory interest must be determined based on this value in accordance with Standard CIS 5-11 General financial and commercial standing
4. (1) A trustee or custodian of a CIS must:

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FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
(Act No. 2 of 2021)
COLLECTIVE INVESTMENTS
REQUIREMENTS FOR THE EXERCISE OF VOTING POWER CONFERRED ON A MANAGER BY THE ASSETS HELD IN A PORTFOLIO OTHER INFORMATION AND MATERIAL REQUIRED FOR AN AUTHORIZED REPRESENTATIVE Standard No. CIS.S.4.9 issued by NAMFISA under section 410(5)(v) of the Financial Institutions and Markets Act,2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act; “closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price; “constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meaning as in the General Standards; “functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorized representative that is a corporate body, including a director, principal officer or other officers of that corporate body; “initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11; “offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client; “offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospec-

186 Government Gazette 22 December 2021 7713 tus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form; “open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets; “operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “representative” means a representative appointed by a trustee or custodian of a CIS pursuant to subsection 189(6) of the Act; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) auditor; (iv) board; (v) client; (vi) corporate body; (vii) director; (viii) financial service; (ix) financial year; (x) NAMFISA; (xi) officer; (xii) principle office; (xiii) principal officer; and (xiv) person (b) control as defined in section 3 of the Act (c) as defined in section 78 of the Act - (i) exchange; (ii) issuer; (iii) investment manager; (iv) listed securities; (v) regulated person; (vi) security; and (vii) transaction. (d) as defined in section 168 of the Act -

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(i) assets;
(ii) authorized representative;
(iii) collective investment scheme;
(iv) custodian;
(v) deed;
(vi) designated representative;
(vii) investor;
(viii) manager;
(ix) members of the public;
(x) participatory interest;
(xi) portfolio; and
(xii) trustee;
(e) collective investment scheme in participation bonds, as defined in section 201 of the Act; (f) collective investment scheme in unlisted securities, as defined in section 210 of the Act; (g) collective investment scheme in money market instruments, as defined in section 213 of the Act; (h) foreign collective investment scheme, as defined in section 218 of the Act; and (c) a person or manager connected with a foreign country or Namibia, as the case may be, as provided in section 220 (2) of the Act. Applicability
2. This Standard applies to managers and operators of collective investment schemes
of which the assets confer voting rights.
Voting policies and procedures
3. (1) A manager or operator must adopt and implement written voting policies
and procedures as part of the CIS governance, and the policies and procedures must, at a minimum, set out:
(a) the manner in which the manager or operator makes resolutions, including delegation of responsibility, in respect of voting decisions; (b) the responsibility, with board oversight, for the voting decisions; (c) the controls adopted to deal with material conflicts of interest; (d) the manner in which voting decisions may be delegated and what controls are in place to ensure that delegated power is exercised accordingly; and (e) the responsibility for and keeping of voting records and disclosure thereof. (2) The voting policies and procedures must specifically provide and be designed to ensure that the manager or operator:
(a) monitors corporate actions and events and exercise the implicit or explicit voting power conferred by securities having voting rights; (b) exercises any voting power in a manner that best serves the interests of the investors or does not subordinate investor interests to its own or other persons’ interests, and ensures that any delegated power is exercised in like manner;

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(c) does not delegate the voting power where voting is absolutely critical to the interests of investors and may have a lasting impact on investors; (d) resolves any material conflicts of interest before voting decisions are made; (e) manages any material conflicts of interest on an ongoing basis; (f) makes independent and objective voting decisions based on publicly available information and the information provided by the trustee or custodian about the issuers of securities or the corporate action or event concerned; (g) votes, and does not abstain, when the corporate actions or events are likely to affect investors’ interests; (h) is able to demonstrate why it has abstained from exercising any voting power; (i) or a delegated person, does not use the voting power to subordinate the interests of the issuer of a security conferring voting rights to be exercised; and (j) provides a copy of the voting record to investors, upon request. Exercise of voting power
4. (1) A manager or operator must exercise any voting power unless the manager is able to
demonstrate that it is abstaining or refraining or delegating for good reasons, including but not limited to where:
(c) the costs of voting may outweigh the benefits; (c) voting may not necessarily achieve beneficial ends for the investors; or (c) a positive outcome for investors may be achieved without voting. (2) Where a manager or operator is unable to exercise voting rights, the manager or operator must delegate the voting power to an independent person, such as a trustee or custodian, who must stand in as fiduciary and exercise the voting power. (3) Where a manager or operator delegates its voting power, the manager or operator must, in accordance with the voting policies and procedures, ensure that the delegated person exercises the voting power in accordance with this Standard and the voting policies and procedures and in the best interests of the CIS investors. (4) Where the voting power is exercised in a jurisdiction other than Namibia, a manager or operator must ensure that the voting power is exercised in accordance with the applicable laws of that jurisdiction, and that those decisions and voting are entered in the voting record. (5) A manager or operator and delegated persons owe a fiduciary duty, including a duty of care and a duty of loyalty, to the CIS and investors and must therefore, at all times, act in the best interests of the CIS and investors in exercising the voting power. (6) The exercise of voting power in a manner that is inconsistent with this Standard and the policies and procedures adopted by the manager or operator and specified by the manager or operator in any relevant mandate, or failure to exercise voting power constitutes an irregular or undesirable act or practice. (7) Failure to exercise voting power, for the purposes of this Standard, means that a manager, operator or delegated person, having the power, simply failed to exercise the voting power instead of refraining or abstaining, with reasons, from voting.

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(8) Where a manager, operator or delegated person fails to exercise the voting power, the manager, operator or that person must immediately enter the failure in the voting record and notify NAMFISA of the reasons for the failure and the potential impact of that failure on the CIS and investors, and a statement of remedial action. General
5. (1) The policies and procedures may, in an appendix, set out how the manager would
vote if presented with specific resolutions of the issuer’s board, e.g., for or against unlimited share authorization, requests for an advisory vote on compensation to reinforce director accountability to the issuer, or on a case-by-case basis. (2) A manager or operator must keep and maintain a voting record for a period of at least five years from the date of creating, or of making entries into, the record which includes the following at a minimum:
(a) the voting policies and procedures document; (b) statements concerning voting policies and procedures received from issuers or relevant market participants; (c) the voting decisions and actual votes or abstentions; (d) requests for voting information by investors or NAMFISA; and (e) any supporting documents, including for delegation, prepared by the manager or operator that were material to making, or formed the basis for, a decision. (3) A manager or operator must, upon request, provide a voting record to investors or to NAMFISA, or permit investors to inspect the voting record and to make extracts therefrom at a reasonable cost during office hours of the manager or operator. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS PERMISSIBLE DEDUCTIONS FROM A PORTFOLIO OTHER INFORMATION AND MATERIAL REQUIRED FOR AN AUTHORIZED REPRESENTATIVE Standard No. CIS.S.4.10 issued by NAMFISA under section 237 and 410(5)(w) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act;

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“closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price; “constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meaning as in the General Standards; “functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorized representative that is a corporate body, including a director, principal officer or other officers of that corporate body; “initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11; “offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client; “offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospectus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form; “open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets; “operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “representative” means a representative appointed by a trustee or custodian of a CIS pursuant to subsection 189(6) of the Act; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act -

7713 Government Gazette 22 December 2021 191
(i) affiliate;
(ii) associate;
(iii) auditor;
(iv) board;
(v) client;
(vi) corporate body;
(vii) director;
(viii) financial service;
(ix) financial year;
(x) NAMFISA;
(xi) officer;
(xii) principle office;
(xiii) principal officer; and
(xiv) person
(b) control as defined in section 3 of the Act (c) as defined in section 78 of the Act - (i) exchange; (ii) issuer; (iii) investment manager; (iv) listed securities; (v) regulated person; (vi) security; and (vii) transaction. (d) as defined in section 168 of the Act - (i) assets; (ii) authorized representative; (iii) collective investment scheme; (iv) custodian; (v) deed; (vi) designated representative; (vii) investor; (viii) manager; (ix) members of the public; (x) participatory interest; (xi) portfolio; and (xii) trustee; (e) collective investment scheme in participation bonds, as defined in section 201 of the Act; (f) collective investment scheme in unlisted securities, as defined in section 210 of the Act; (g) collective investment scheme in money market instruments, as defined in section 213 of the Act; (h) foreign collective investment scheme, as defined in section 218 of the Act; and (i) a person or manager connected with foreign country or Namibia, as the case may be as provided in section 220(2) of the Act. Applicability
2. This Standard applies to managers, investment managers, trustees, custodians and any other
person determined by NAMFISA.

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Permissible deduction
3. (1) A manager and trustee or custodian may allow the deduction of, or deduct, amounts
from a portfolio relating to the fees or charges payable in respect of:
(a) buying and selling of securities on an exchange or otherwise or depository of securities, including brokerage, or where applicable, marketable securities tax or value-added tax; (b) the auditor’s fees and bank charges relating to the scheme or portfolio; (c) the management and administration of the portfolio to the manager; (d) remuneration of a trustee or custodian; (e) investment management to the investment manager; (f) in the case of a collective investment scheme in property, the costs incurred in the creation and issue of participatory interests, or in listing on an exchange; (g) levies and fees imposed by NAMFISA in terms of the NAMFISA Act or the Act; (h) withholding tax or other tax that may be levied on income accrued to or earned by investors; (i) stamp duty, where applicable; and (j) other operating expenses of the portfolio or costs imposed by law on the portfolio or the investors. (2) A manager of a collective investment scheme and the trustee or custodian must not allow the deduction of any amounts other than the amounts specified in the Act or this standard, or deductions otherwise determined by NAMFISA from time to time by notice in the Gazette. General
4. (1) The deed of a collective investment scheme must clearly set out the method,
where applicable, of determining amounts that may be deducted from a portfolio. (2) A manager and a trustee or custodian must put policies and procedures in place to ensure compliance with this standard. (3) A manager must state the deductions in detail in the annual financial statements of the collective investment scheme. ________________

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FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
(Act No. 2 of 2021)
COLLECTIVE INVESTMENTS
MEANING OF “NET ASSET VALUE” FOR THE PURPOSES
OF SECTION 238 OF THE ACT
Standard No. CIS.S.4.11 issued by NAMFISA under section 410(5)(x) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “Companies Act” means the Companies Act, 2004 (Act No. 28 of 2004); (c) “CSD” means a central securities depository as defined in the Act; (d) “equity securities” means shares as defined in section 1 of the Companies Act; (e) “material” means any factual information about an issuer or securities issued which is likely or reasonably expected to influence and investor’s decision (f) “non-equity security” means securities that are not equity securities; (g) “offer” means to sell or offer to sell any security to a client or potential client for valuable considerations; (h) “offer document” means a document containing information about an issuer or offer of securities whether referred to as a prospectus, a term sheet, notice, circular or by any other name and whether in printed or in electronic form, and includes the particulars specified in subsection 109(6) of the Companies Act; (i) “prospectus” means a prospectus within the meaning of section 1 of the Companies Act; and (j) “transaction” has the meaning ascribed thereto by section 78 of the Act, but for the purposes of this Standard also includes any other transfer, e.g., by way of a gift, testamentary disposition, cession, or pledge, of listed securities outside the registered exchange on which such securities are listed (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) board; (iv) client; (v) director;

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(vi) financial year;
(vii) foreign entity;
(viii) Generally Accepted Accounting Practice; (ix) International Accounting Standards; (x) NAMFISA; (xi) officer; and (xii) person (b) control as defined in section 3 of the Act (c) As defined in section 78 of the Act - (i) central securities depository; (ii) exchange; (iii) foreign exchange; (iv) issuer; (v) listed security; (vi) regulated person; (vii) security; and (viii) transaction. Applicability
2. This Standard applies to collective investment schemes, managers and operators, trustees
and custodians
Meaning of NAV
3. (1) For the purposes of section 238 of the Act:
(a) NAV means the fair value of total assets less the fair value of total liabilities, including permissible deductions of a CIS, other than a CIS in money market instruments, determined in accordance with Standard No. CIS.S. 4.14 or the rules for a CIS as determined in a Standard; (b) the NAV per participatory interest in a CIS, other than a CIS in money market instruments, equals the NAV divided by the total participatory interests outstanding on the valuation date, including participatory interests created in lieu of income accruals up until the valuation date; (c) the NAV per participatory interest in a CIS in money market instruments must be based on amortized costs and interest and equals a constant NAV per participatory interest of 100 cents or other constant NAV per participatory interest as set out in the CIS deed Determination of NAV
4. (1) Where a manager or operator, trustee or custodian determines the NAV of a participatory interest of a security held in a foreign currency, other than the Rand, the manager or
operator, trustee or custodian may use the exchange rate on the transaction or valuation date, the marked-to-market value, bid prices or the average of bid-asked prices, or the fair value for translation purposes and must specify the method used in the CIS deed. (2) Where the assets of a collective investment scheme decrease in value and the decrease is not expected to be temporary, the manager must write down the assets, and where the solvency of assets deteriorated significantly or if more than 90 days passed since the maturity of assets without the CIS receiving the assets, the manager must write down the assets for the purpose of determining the NAV of a participatory interest. (3) Where a portfolio of a collective investment scheme has more than one class of participatory interest, the manager must determine a portfolio NAV per participatory inter-

7713 Government Gazette 22 December 2021 195 est on a pro-rata basis of classes, or both a class NAV and a portfolio NAV, after taking into consideration the expenses incurred in respect of classes and appropriately allocating assets and liabilities to each class to ensure the fair treatment of investors of the same class and different classes. (4) In determining the NAV per participatory interest, the manager or operator, trustee or custodian owe a fiduciary duty of skill, diligence and care to avoid pricing errors and prejudice to investors. (5) Where pricing errors occur, the manager must report to NAMFISA and to the investors any error in excess of 0.5% of the NAV per participatory interest, state the nature of the error, provide an explanation for the error, and provide a statement of remedial action. (6) The manager must determine and publish a class or portfolio NAV per participatory interest in an open-ended CIS on a daily basis, or such other regular intervals suitable to a CIS, in terms of the disclosed valuation and pricing basis adopted by the CIS in accordance with the CIS deed as may be amended from time to time. (7) In the case of a closed-end CIS, the manager must determine and publish a class or portfolio NAV per participatory interest at least once a year at the financial year end of the CIS, unless the manager shows cause why a NAV cannot be determined and published at financial year end: Provided that the manager determines and publishes a class or portfolio NAV per participatory interest not later three months from the financial year end of the CIS.s (8) The calculation of the NAV of a participatory interest in a CIS, other than a CIS in money market instruments, must be in accordance with Appendix X. (9) Where the calculation of the NAV, for whatever reason, deviates from Appendix X, a manager and trustee or custodian must forthwith notify NAMFISA of this with a proposed manner of calculation of the NAV and reasons therefor in writing.
Appendix X
A Assets, including write downs
Less B Liabilities, including permissible deductions Equals C C=A – B Net asset value (NAV) Divided by D Outstanding participatory interests Equals E E=C / D NAV per participatory interest ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS MATTERS TO BE REGULATED BY DEED Standard No. CIS.S.4.12 issued by NAMFISA under section 237 and 410(5)(y) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act;

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(b) “Companies Act” means the Companies Act, 2004 (Act No. 28 of 2004); (c) “CSD” means a central securities depository as defined in the Act; (d) “equity securities” means shares as defined in section 1 of the Companies Act; (e) “material” means any factual information about an issuer or securities issued which is likely or reasonably expected to influence and investor’s decision (f) “non-equity security” means securities that are not equity securities; (g) “offer” means to sell or offer to sell any security to a client or potential client for valuable considerations; (h) “offer document” means a document containing information about an issuer or offer f securities whether referred to as a prospectus, a term sheet, notice, circular or by any other name and whether in printed or in electronic form, and includes the particulars specified in subsection 109(6) of the Companies Act; (i) “prospectus” means a prospectus within the meaning of section 1 of the Companies Act; and (j) “transaction” has the meaning ascribed thereto by section 78 of the Act, but for the purposes of this Standard also includes any other transfer, e.g., by way of a gift, testamentary disposition, cession, or pledge, of listed securities outside the registered exchange on which such securities are listed (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) board; (iv) client; (v) director; (vi) financial year; (vii) foreign entity; (viii) Generally Accepted Accounting Practice; (ix) International Accounting Standards; (x) NAMFISA; (xi) officer; and (xii) person (b) control as defined in section 3 of the Act (c) As defined in section 78 of the Act - (i) central securities depository; (ii) exchange; (iii) foreign exchange; (iv) issuer; (v) listed security; (vi) regulated person; (vii) security; and (viii) transaction.

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Applicability
2. This Standard applies to managers, trustees, custodians and any other person
designated by NAMFISA by notice in the Gazette.
Matters to be provided in deed
3. (1) A deed of a collective investment scheme, in general, must:
(a) comply with the requirements of the Act and contain provisions in respect of the matters set out in Annexure XX; (b) provide for the trustee or custodian to hold assets of a portfolio in trust for the investors; and (c) set out risk management measures, including the identification, evaluation, measurement, management, and mitigation measures. (2) A deed of a collective investment scheme other than in property, must provide for the requirements applicable to the administration of a collective investment scheme and must, at a minimum, contain provisions in respect of the matters set out in Annexure XXX. (3) A deed of a collective investment scheme in property, must provide for the requirements applicable to the administration of a collective investment scheme in property, and must, at a minimum, contain provisions in respect of the matters set out in Annexure XXXX. (4) NAMFISA may by notice in the Gazette exempt a particular type or category of collective investment scheme or a portfolio from the provisions of Annexure XX or Annexure XXX and determine the matters to be complied with or to be provided for in a deed by such type or category of collective investment scheme or portfolio
Appendix X
GENERAL MATTERS WHICH MUST BE PROVIDED FOR IN DEED OF COLLECTIVE INVESTMENT SCHEME General

A deed must in general provide for the:
(a) constitution of the scheme;
(b) name of collective investment scheme and every portfolio; (c) form of collective investment scheme, including whether open-ended or closedended; (d) objectives of collective investment scheme or portfolio; (e) type of scheme as defined in Parts 3, 4, 5, 6, 7, 8 and 9 of Chapter 4 of the Act; (f) date on which the agreement is entered into; (g) name of manager and trustee or custodian; (h) definitions of terms used in the deed; (i) binding nature of deed on manager, trustee or custodian and investors; (j) availability of deed for inspection by investors during office hours; (k) financial year and year-end of scheme and portfolios; (l) annual financial statements and statements to investors; (m) keeping of an investor register; and (n) statement of rights and obligations of investors, manager, trustee or custodian Administration
A deed must provide for the following in respect of the administration of a collective
investment scheme:
(a) terms and conditions and termination of appointment of trustee or custodian and investment manager;

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(b) the manner in which participatory interests may be sold or transferred; (c) the manner of creating additional participatory interests, where applicable; (d) the determination of yields on participatory interests; (e) charges and fees and the determination of such charges and fees; (f) when and how the charges and fees may be levied; (g) the manner of cancelling participatory interests; (h) remuneration of trustee or custodian; (i) base currency of scheme; (j) the manner of obtaining investor consent; (k) notices to investors in respect of changes to portfolio; (l) the exercise of voting rights in securities held, and proxy voting and handling of conflicts of interests; (m) the valuation of participatory interests, including methods or descriptions; (n) the provision of statements and frequency of statements to investors, indicating invested funds; (o) the manner in which income and accruals are accounted for and received; (p) the manner and timing of distributing income that is distributable; and (q) the manner of dealing with participatory interests upon death, insolvency, or disability of investors. Powers of manager
3. A deed must set out the powers of the manager, including but not limited to:
(a) formulating a prudent investment policy;
(b) investment of scheme assets in accordance with the investment policy; (c) doing all such things and entering into any arrangement as necessary for the administration of the scheme and to achieve the investment objectives of a portfolio; (d) obtaining and acting on advice or information obtained from professional advisers and others considered by it to be experts; (e) ensuring that participatory interests in the scheme are valued and priced in accordance with the deed and the Act; (f) appointing an investment manager, an agent, authorised representative or designated representative to exercise powers and perform duties on its behalf; (g) provision for voting rights on assets and indemnity by the manager and approval by trustee or custodian; and (h) additional duties of the trustee or custodian which are consistent with those prescribed in the Act. Assets of scheme or portfolio
4. A deed must prescribe the following in respect of underlying assets:
(a) the trustee shall, subject to the terms of the deed, hold the underlying securities in the collective investment scheme for the investor; (b) any moneys for investment accruing from the issue of participatory interests, dividends, interest or any other income accruing on underlying securities, the proceeds of capital gains, rights or bonus issues and any moneys received by the manager from the realization of underlying securities, shall be handed to the trustee in cash or deposited in a trust account or accounts controlled by the trustee; (c) the proceeds of capital gains, rights and bonus issues shall be invested in the collective investment scheme concerned for the benefit of the investor; (d) it shall be incumbent upon the manager managing such scheme to repurchase, subject to such terms and conditions as may in terms of the deed apply, any number of participatory interests offered to it, on the basis of prices calculated not more than 24 hours previously or (if during the preceding 24 hours the exchange was closed) on such basis as may be prescribed in the trust deed; and (e) any other information that NAMFISA deems necessary

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Annexure XXX
MATTERS WHICH MUST BE PROVIDED FOR IN DEED OF COLLECTIVE INVESTMENT SCHEME OTHER THAN PROPERTY

A deed must provide for the following matters:
(a) the investment policy in respect of each portfolio; (b) the manner in which the assets of a portfolio are to be valued for the purposes of determining the selling and repurchase prices of participatory interests; (c) the frequency of determining the selling and repurchase prices of participatory interests, and the specific time at which such determination will be made on a daily basis, which time will be referred to as the valuation time; (d) the basis on which the market value of assets not listed on an exchange would be determined for the purposes of determining the selling and repurchase prices of participatory interests; (e) the manner in which and the time at which the valuation time will be applied to the creation, sale, repurchase or cancellation of participatory interests; (f) the manner in which distributions to investors are to be calculated and settled; (g) the limits, terms and conditions under which scrip may be borrowed or lent; (h) the limits, terms and conditions on which a manager may borrow money for the account of a portfolio; (i) the charges that may be levied and the method of calculation of those charges; (j) written notice of not less than three months to every investor of an increase in any charge and of any change in the method of calculation which could result in an increase or the introduction of any additional charge; and (k) the manner in which a deed may be amended.
A deed must provide for the following in respect of repurchase of participatory interests:
(a) compulsory repurchase of any number of participatory interests offered to the collective investment scheme or a portfolio; (b) for the purposes of sub-paragraph 0 and subject to sub-paragraph (d), the manager must determine a cut-off time by when repurchase requests must be received for the purpose determining which valuation time will be used for calculating the prices; (c) the time determined in terms of sub-paragraph (b) may not be changed except upon 30 day’s written notice to the investors; (d) when a manager receives a request for the repurchase of participatory interests in circumstances which warrant suspension of the repurchase, the manager:
(i) may, with the prior consent of the trustee or custodian; or (ii) must, when the trustee or custodian so requires, suspend the repurchase of the participatory interests, if the manager, trustee or custodian is of the opinion that the circumstances warrant the suspension; and (e) the repurchase of such participatory interests must be settled in accordance with the conditions determined by the NAMFISA. Annexure XXXX MATTERS WHICH MUST BE PROVIDED FOR IN DEED OF COLLECTIVE INVESTMENT SCHEME IN PROPERTY
A deed must provide for the requirements applicable to the administration by a
manager of a collective investment scheme in property and must, amongst others and as far as applicable, contain provisions regarding the following matters – (a) the investment policy in respect of each portfolio; (b) the frequency and basis on which the assets of a portfolio are to be valued; (c) the manner in which participatory interests are to be created or cancelled; (d) the manner in which distributions are to be calculated and settled; (e) the limits, terms and conditions under which a manager may for the account of a portfolio borrow money;

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(f) the charges that may be levied and the method of calculation of those charges; (g) written notice to every investor of an increase in any charge and of any change in the method of calculation which could result in an increase or the introduction of any additional charge, being not less than three months; and (h) the manner in which a deed may be amended. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS CALCULATION OF FAIR VALUE OF A SECURITY Standard No. CIS.S.4.13 issued by NAMFISA under section 410(2)(r) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
“Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; “base currency” means the currency in which the assets are denominated; “CIS” means a collective investment scheme as defined in section 168 of the Act; “closed-end CIS” means a CIS that issues a fixed number of participatory interests that are not redeemable, that are traded in secondary markets and the market price of which may differ from its NAV price; “constant NAV” means NAV per participatory interest that does not vary with changes in the assets and liabilities of a collective investment scheme “fair-value of a security” means a price at which a security would sell in an orderly transaction to a willing buyer at the valuation date; “fiduciary” has the same meaning as in the General Standards; “fiduciary duty” has the same meaning as in the General Standards; “functionary” means a principal officer, officers or employees of a manager or an individual acting for or representing an authorized representative that is a corporate body, including a director, principal officer or other officers of that corporate body; “initial charge” means the costs incurred by the manager in the creation and issuance of a participatory interest and included in the price of the participatory interest; “material information” has the same meaning as in the General Standards; “NAV” means the “net asset value” of a participatory interest as determined in accordance with Standard CIS 5-11; “offer” means to sell or offer to sell for cash any participatory interest to a client or a potential client;

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“offer document” means a document containing information about a CIS or a portfolio of a CIS or offer of a participatory interest whether referred to as a prospectus, a fact sheet, notice, circular or by any other name and whether in printed or in electronic form; “open-end CIS” means a CIS that issues and redeems participatory interests on an ongoing basis, changes its underlying assets from time to time and the NAV price of which is based on the value of assets; “operator” means the operator of a foreign CIS; “Rand” means the official currency of the Republic of South Africa; “transaction” has the meaning ascribed thereto by section 78 of the Act, insofar as it is applicable in the context of these standards, and refers to a contract of sale and purchase of a participatory interest; “underlying securities” means the assets of a portfolio; “valuation date” means the date on which the value of a security is determined or the date at which the value of a transaction is determined; and “variable NAV” means NAV per participatory interest that varies with changes in the assets and liabilities of a CIS. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) affiliate; (ii) associate; (iii) auditor; (iv) board; (v) client; (vi) corporate body; (vii) director; (viii) financial service; (ix) financial year; (x) NAMFISA; (xi) officer; (xii) principle office; (xiii) principal officer; and (xiv) person (b) control as defined in section 3 of the Act (c) as defined in section 78 of the Act - (i) exchange; (ii) issuer; (iii) investment manager; (iv) listed securities; (v) regulated person; (vi) security; and (vii) transaction. (d) as defined in section 168 of the Act - (i) assets; (ii) authorized representative;

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(iii) collective investment scheme;
(iv) custodian;
(v) deed;
(vi) designated representative; investor;
(viii) manager;
(ix) members of the public;
(x) participatory interest;
(xi) portfolio; and
(xii) trustee;
(e) collective investment scheme in participation bonds, as defined in section 201 of the Act; (f) collective investment scheme in unlisted securities, as defined in section 210 of the Act; (g) collective investment scheme in money market instruments, as defined in
section 211 of the Act;
(h) foreign collective investment scheme, as defined in section 205 of the Act; and (i) a person or manager connected with a foreign country or Namibia, as the case may be, as provided in section 220(2) of the Act. Applicability
2. This Standard applies to collective investment schemes, managers and operators, trustees
and custodians.
Calculation of fair value
3. (1) A manager or operator must determine the fair value of a security included in a CIS in
accordance with this Standard.
(2) In determining the fair value of a security, a manager or operator must:
(a) for a listed security, use the valuation date, or current market, price or last price prior to valuation date, and where the security is listed on more than one exchange, the price where the security is principally traded; (b) for an unlisted security, use market rates for money market instruments, market comparable values adjusted for liquidity discount for bonds, net realizable value in an arm’s length transaction, or acquisition cost; (c) for a participatory interest, use redemption price or realization price, last quoted price, or where these are not available, purchase or acquisition price; (d) for derivative instruments, current market price, i.e., net value on the closing out of a position on valuation date, daily mark-to-market value, expense premium if an option is not exercised or is out-of-money, paid margins plus value of profits and losses, value of comparable listed options, or other valuation methods commonly used by market participants if market prices are not available; (e) for forward contracts, warrants and other instruments (such as swaps or repurchase agreements), use the current or closing market prices and yield curves, paid margins plus profits and losses, net value on the closing out of a position less dealing costs, or other valuation methods commonly used by market participants if market prices are not available, taking market interest rates into consideration; (f) for money market instruments, use the acquisition cost of the instruments, taking into consideration accrued interest and any holding costs; and

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(g) for any other security, use valuation methods, including market or transaction comparables approach, adjusted net asset value method, income or cost approach, that are commonly used by market participants based on relevant observable inputs. (3) The determination of the fair value of a security should take into consideration any relevant risk factor that market participants would include in pricing that security, including any restriction on the sale of a security, or factors such as non-controlling interests or illiquidity of a market for a security. (4) In the determination of the fair value of a security, a manager or operator must ensure consistency and comparability in the valuation and over time, and make full disclosures where material changes in valuation of securities are effected. ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) COLLECTIVE INVESTMENTS MANNER AND FORM FOR REGISTRATION AS MANAGER OF A COLLECTIVE INVESTMENT SCHEME MANNER AND FORM OF APPLICATION FOR REGISTRATION AS MANAGER OF A COLLECTIVE INVESTMENT SCHEME. Standard No. CIS.S.4.14 issued by NAMFISA under sections 174, 175 and 410(5)(cc) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, “Act” means the Financial Institutions and Markets Act, 2021
(Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) auditor; (ii) board; (iii) Companies Act; (iv) corporate body; (v) document; (vi) entity; (vii) financial year; (viii) NAMFISA (ix) person; (x) principal officer; (b) as defined in section 168 of the Act - (i) investment manager; (ii) listed securities; (iii) manager; (iv) members of the public; (v) solicit;

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Applicability
2. This Standard applies to all public companies applying for registration as manager of a
collective investment scheme (hereinafter referred to as “applicant”). Application for registration as a manager of a collective investment scheme
3. An application for registration as manager of a collective investment scheme must be
made in accordance with clause 4.
Particulars to be furnished upon application
4. For the purposes of sub-section 174 (2) of the Act, an application by a public
company for registration as manager of a collective investment scheme must - (a) be made to NAMFISA in writing; (b) provide the particulars specified in:
i. Schedule I - Application for Registration as Manager of a
Collective Investment Scheme,
ii. Schedule II – Additional Registration Requirements,
iii. Schedule III - Fit And Proper Requirements,
(c) be signed by the principal officer or any other person duly authorised to represent the public company; and (d) provide proof that the application fee has been paid.
5. The applicant must disclose all information as required in the Schedules and all parts
must be duly completed.
6. An application, not complete in all respects and not conforming to the instructions
specified in the Schedules will not be considered.
7. Notwithstanding clause 5, nothing shall prevent NAMFISA from seeking further or
additional information or documents as may be reasonably necessary for processing of the application for registration.
8. The applicant or its duly authorised representative may, if so required, be called to
appear before NAMFISA for a personal representation in connection with the application. Assessment criteria
9. (1) NAMFISA shall assess the application in line with section 175 of the Act, make
decisions and inform the applicant of the decision within a period of 120 days. (2) In the instance where an application is deemed not complete, NAMFISA shall inform the applicant within 30 working days of lodgement of the application. The applicant shall be given an opportunity by notice to provide the required information to complete the assessment process. (3) Pursuant to sub-clause (2), NAMFISA shall notify the applicant to provide the required information within 30 working days failure to which the application shall be rejected. Submission
10. An application for registration as an insurer or reinsurer must be completed in hard copies, signed by a duly authorised representative and submitted manually and electronically to NAMFISA together with supporting documents to -
(a) info@namfisa.com.na; or

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(b) NAMFISA, P.O Box 21250, Windhoek, Namibia, 154 Independence Avenue, 1th Floor, Sanlam Centre. Supporting Schedules
11. The following supporting schedules are attached to and form part of this Standard:
(a) Schedule I - Application for Registration as Manager of a Collective Investment Scheme, (b) Schedule II – Additional Registration Requirements, (c) Schedule III - Fit and Proper Requirements.
SCHEDULE I
APPLICATION FOR THE REGISTRATION AS MANAGER OF A COLLECTIVE INVESTMENT SCHEME COLLECTIVE INVESTMENTS APPLICATION FOR REGISTRATION AS MANAGER OF A COLLECTIVE INVESTMENT SCHEME In terms of Section 174 of the Financial Institutions and Markets Act, 2021 (Act No. X of 2021)
SECTION A: (COMPANY INFORMATION)
A.1 Full name of applicant: _______________________________________________________ A.2 Company Registration No.: ____________________________________________________ A.3 Country of Registration: ______________________________________________________ A.4 If not incorporated in Namibia please provide description of the company:
_______________________________________________________________________________ A.5 Tax Reference No.: __________________________________________________________ A.6 Financial year end: __________________________________________________________ A.7 Nature of business: __________________________________________________________ A.8 Physical address: A.9 Postal address:
(if multiple addresses exist in Namibia , provide address of office seeking to establish a business relationship and to enter into a single transaction with the accounting institutions) ___________________________________ ________________________________ ___________________________________ ________________________________ ___________________________________ ________________________________ A.10 Email: ____________________________________________________________________

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A.10 Website, (if any):
A.12 _________________________________ A.13 Telephone: ________________________ A.14 Cell: ____________________________ A.15 Telefax: ___________________________ A.16 Are you subject to regulation in a foreign country as a financial services intermediary? ________________________________________________________________________________ A.17 If yes, which jurisdiction? _____________________________________________________ A.18 Name of foreign regulator/s? ___________________________________________________
SECTION B: Banking Details operational account) ___________________________________
B.1 Name of Bank: _____________________________________________________________ B.2 Branch: ____________________________________________________________________ B.3 Account No. ________________________________________________________________ B.4 Trust Account No. ___________________________________________________________
SECTION C: (DIRECTORS’DETAILS) (All the directors to complete this form separately)
C.1 Full name(s): _______________________________________________________________ C.2 Previous surname(s): _________________________________________________________ C.3 Nationality: ________________________________________________________________ C.4 Gender: ___________________________________________________________________ C.5 Identification No.: ___________________________________________________________ C.6 Occupation/Source of Income: _________________________________________________ C.7 Date of Birth: _______________________________________________________________ C.8 Date appointed: _____________________________________________________ C.9 Residential address: C.9 Postal address:
___________________________________ ________________________________ ___________________________________ ________________________________ ___________________________________ ________________________________ C.10 E-mail: ___________________________________________________________________ C.11 Website, (if any): ___________________________________________________________ C.12 Telephone (W): ___________________ C.13 Telephone (H): ____________________ C.14 Cell No.: ________________________ C.15 Telefax: __________________________ C.16 Director’s qualifications (complete table below and attach certified copies):

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Qualification Institutions Date obtained
C.17 Director’s experience in the industry (complete table below):
Relevant employment history and/or experience in the industry: (To be supported with written references from employers or from at least two clients confirming that the required period of two years relevant experience have been completed satisfactorily) Position held Employer Contact Details Period …………………………………… ……………………………. Signature Date
SECTION D: (MANAGEMENT, i.e. CEO, CFO, Compliance Officer, etc. – All to complete this
form separately)
D.1 Full Name(s): ______________________________________________________________ D.2 Nationality: ________________________________________________________________ D.3 Gender: ___________________________________________________________________ D.4 Identification No.: ___________________________________________________________ D.5 Date of Birth: ______________________________________________________________ D.6 Position: __________________________________________________________________ D.7 Date of appointment: _________________________________________________________ D.8 Residential address: D.9 Postal address:
___________________________________ ________________________________ ___________________________________ ________________________________ ___________________________________ ________________________________ D.10 E-mail: ___________________________________________________________________ D.11 Website, (if any): ___________________________________________________________ D.12 Telephone (W): _____________________ D.13 Telephone (H): _____________________ D. 14 Manager’s qualifications (complete table below and attach certified copies):

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Qualification Institution Date obtained
D.15 Manger’s experience in the industry (complete table below):
Relevant employment history and/or experience in the industry: (To be supported with written references from employers or from at least two clients confirming that the required period of two years relevant experience have been completed satisfactorily) Position held Employer Contact Details Details of responsibilities Dates of Employment (dd/mm/yyyy – dd/mm/yyyy) …………………………………… ……………………………. Signature Date
SECTION E: KEY INDIVIDUALS: (NOTE: All staff involved in the receiving and processing of
investment applications) (All key individuals to complete this form separately) E.1 Full names: ________________________________________________________________ E.2 Nationality: ________________________________________________________________ E.3 Gender: ___________________________________________________________________ E.4 Identification No.: ___________________________________________________________ E.5 Date of Birth: _______________________________________________________________ E.6 Position: ___________________________________________________________________ E.7 Date of appointment: _________________________________________________________ E.8 Residential address: E.9 Postal address:

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E.10 E-mail: ___________________________________________________________________ E.11 Website, (if any): ___________________________________________________________ E.12 Telephone (W): _____________________ E.13 Telephone (H): _______________ …………………………………… ……………………………. Signature Date
SECTION F: SHAREHOLDERS’ DETAILS
F.1 Full name(s): _______________________________________________________________ F.2 Nationality: _________________________________________________________________ F.3 Gender: ____________________________________________________________________ F.4 Identification No.: ___________________________________________________________ F.5 Date of Birth: _______________________________________________________________ F.8 Residential address: F.9 Postal address:
___________________________________ ________________________________ ___________________________________ ________________________________ ___________________________________ ________________________________ F.8 E-mail: ____________________________________________________________________ F.9 Website, (if any): ____________________________________________________________ C.10 Telephone (W): _____________________ C.11 Telephone (H): _______________ C.12 Cell No.: __________________________ C.13 Telefax: _____________________ (if more than one shareholder, please complete and attached share certificate and indicate % held by each) Name Individual Company Partnership Joint Venture Close Corporation Other % held by each
SECTION G: HOLDING COMPANY OF THE APPLICANT COMPANY, IF ANY
(SHAREHOLDER’S DETAILS CONTINUE)
G.1 Company Name: ____________________________________________________________ G.2 Registered Office: ___________________________________________________________ G.3 Company Registration No.: ___________________________________________________ G.4 Country of incorporation: _____________________________________________________

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Company name in Country of Incorporation:
G.5 Nature of business: __________________________________________________________ G.6 Physical address: G.7 Postal address:
________________________________ _________________________________ ________________________________ _________________________________ ________________________________ _________________________________ G.8 E-mail: ____________________________________________________________________ G.9 Website, (if any): ____________________________________________________________ G.10 Telephone (W): ____________________ G.11 Telephone (H): ________________ G.12 Cell No.: _________________________ G.13 Telefax: _____________________ (if more than one shoulder, please complete and attach share certificate and indicate % held by each) Name Individual Company Partnership Joint Venture Close Corporation Other % held by each
SECTION H: FINANCIAL SOUNDNESS OF THE PROPOSED SHAREHOLDER
H.1 The latest audited annual financial statements in respect of the shareholders for the last 3 years. H.2 Business Plan / Feasibility study indicating projected cash-flows, income and expenditure of the manger for the first three years of operations.
SECTION I: AUDITORS DETAILS (Attach letter from Auditors)
I.1 Full name of auditors: _________________________________________________________ I.2 Company Registration No.: ____________________________________________________ I.3 Tax Reference No.: ___________________________________________________________ I.4 Physical address: I.5 Postal address:
________________________________ _________________________________ ________________________________ _________________________________ ________________________________ _________________________________ I.6 E-mail: ____________________________________________________________________ I.7 Website, (if any): ____________________________________________________________

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I.8 Telephone (W): _________________________ I.9 Telephone (H): __________________ Letter from the Auditors must provide for the following:

The auditing firm and responsible partner is organizationally independent from
NAMFISA.
The auditing firm ensures that its audit approach is kept up to date with regard
to developments in the profession and within financial statements industry.
The responsible audit partner has sufficient and relevant knowledge of the industry
for the engagement.
The responsible audit partner is qualified to act as an auditor as defined in the Act.
SECTION J: TRUSTEE INFORMATION
J.1 Full name of Trustee: _________________________________________________________ J.2 Company Registration No: _____________________________________________________ J.3 Tax Reference No: ___________________________________________________________ J.4 Physical address: J.5 Postal address:
__________________________________ _________________________________ __________________________________ _________________________________ __________________________________ _________________________________ J.6 E-mail:
J.7 Website, (if any):
J.8 Telephone (W): _______________________ J.9 Telephone (H) __________________
SECTION K: INDEMNITY FOR DIRECTORS AND/OR PORTFOLIO MANAGERS
I, …………………………………………………………………………………… (Full names of director, trustee) Identity/passport number …………………………………………………… hereby authorizes NAMFISA and its duly authorized verification agent, to request or confirm any personal information as well as any other information that I have provided in support of my application to any personal data holders (including but not limited to the Namibian Police, the Government, industry bodies and associations, employers and any educational, training, credit bureau and fraud prevention organizations) for the purpose of verifying my personal credentials and records. Credential verification types include, but are not limited to, educational qualifications, professional membership, employment history, and employment reference including industry employment registers, consumer credit, criminal records, driver’s license, and fraud prevention checks. I authorize the personal data holders (including but not limited to the aforesaid institutions) to furnish information regarding my credentials, whether claimed or not, to NAMFISA and it’s duly authorized verification agent. I unconditionally indemnify NAMFISA, its verification agent and the personal data holders against any liability that may result from furnishing information in this regard. …………………………………… ……………………………. Signature Date

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DECLARATION (OATH)
I, ______________________________________________________________ (full names) hereby declare the following:
This statement consists of __________________ pages, each initialed by me. The content of this declaration is true to the best of my knowledge and belief. I am aware that should it be submitted as evidence and I know something appears therein that I know to be false or believe not to be true; I may be liable to prosecution. I undertake that, as long as I continue to be a director or executive officer, shareholder of the institution, I will notify the Registrar of any material changes to, or affecting the completeness or accuracy of, the information supplied to the Registrar as soon as possible, but in no event later than 30 days from the day that the changes come to my attention I know and understand the content of this declaration. I do not have objections to taking the prescribed oath. I consider the prescribed oath to be binding on my conscience. SIGNATURE OF DEPONENT I certify that the above statement was taken by me and that the deponent has acknowledge that he/she knows and understands the content of this statement. This statement was sworn to/affirmed before me and the deponent’s signature was placed hereon in my presence, at _______________________ __________ on ________________________________ . I certify that the above statement was taken by me and that the deponent has acknowledged that he/she knows and understands the content of this statement. This statement was sworn to/affirmed before me and the deponent’s signature was placed hereon in my presence, at on _________________________ COMMISSIONER OF OATHS FULL NAMES: _________________________________________________________________ EX OFFICIO: ___________________________________________________________________ AREA: ________________________________________________________________________ ADDRESS: ____________________________________________________________________ (Please note: All pages are be initialed by Commissioner of Oaths)
SCHEDULE II
ADDITIONAL REGISTRATION REQUIREMENTS
The following information must be provided if not already contained elsewhere in the application. SECTION A: - MANGER Certified copies of the following documents are enclosed. (Please mark appropriate box with an “X”) YES NO 1 Proof of Registration as a Namibian Public Company with the Registrar of Companies (Ministry of Trade and Industry). Submit a CM5 form. 2 An application in writing to NAMFISA, indicating the category of collective investment scheme the manager wishes to establish, operate or control. i.e. a collective investment scheme in listed securities or a collective investment scheme in property share, … 3 Memorandum and Article of Association. 4 Certificate of Incorporation (CM1)

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5 Certificate to commence business
6 Copy of the applicant’s company structure/profile and confirmation of operational systems. 7 Trust Deed between the Manager and the Trustee. (The model trust deed should be followed as a guide in constructing a trust deed to ensure compliance with requirements of the Act. 8 Board Resolution authorizing the applicant’s representative to apply for approval on behalf of the applicant. 9 A letter from the applicant authorizing a person to collect the applicant’s certificate of registration from the Authority. 10 Application fee of N$5,000-00 non-refundable and payable upon submission of the application. The application fees should be paid into the following bank account (submit proof of payment):
Name of Bank:
Account Name:
Account Number:
Branch:
Branch Code:
Standard Bank
NAMFISA
241440351
Gustav Voigts
082772
11 Proposed business plan on how the proposed scheme will be operated. 12 The business objectives of the proposed scheme including the intended strategies to achieve these objectives and the different phases of achieving such objectives, if not covered in 12 above. 13 Tax Certificate from the Receiver of Revenue. 14 Auditor’s appointment letter (CM31) 15 Proof of capital employment or existence of the prescribed share capital (paidup share capital and non-distributable reserves) immediately available for employment in the scheme. 16 Proof of paid-up capital and unimpaired reserves in respect of the Trustee (Balance Sheet). 17 Details of any offence(s) resulting from dishonesty, fraud or embezzlement relating to directors or management. 18 Full particulars of any fact or facts that may have an impact on the evaluation by NAMFISA, the good character and integrity of the above persons. 19 Details of the pricing structure of each portfolio. 20 Financial soundness of the proposed manager and its shareholders. 21 The proposed date of launch of the unit portfolio. Note:

NAMFISA may call upon the applicant to furnish further information relevant to the
application.
NAMFISA is not obliged to consider incomplete applications.
Financial soundness / Adequacy of financial resources
a. If the applicant has been in existence for more than a year, a copy of its audited annual financial statements as at its latest financial year-end.

214 Government Gazette 22 December 2021 7713 b. a copy of the budgeted income statement, balance sheet and cash flow statement for a three year period from the date of the latest financial statements.
c. a schedule illustrating the funding provisions for anticipated supervisory responsibilities
over the budgetary period. d. a statement signed by the chairman or any such authorised representative of the applicant specifying the critical assumptions made in the preparation of budgets and the sources from which the applicant will derive its funding, and e. where arrangements have been made for the funding of any temporary shortfall in available cash resources, a statement must be provided by the party or parties concerned setting out the extent and terms of their commitment.
4. Management and human capital
a. An explanation of the management structure of the applicant including the names of the individuals responsible for the major functional areas and the number of personnel employed in each functional area. b. a curriculum vitae in respect of each member of the management of the applicant who is responsible for a major functional area, which indicates his or her relevant experience and training.
c. a projection of management and staff requirements for the period covered by the budgets
referred to in paragraph 3(b).
5. The business plan of the applicant, that has been approved by the board of directors and that
deals at least with the following matters:
a. The planned development of the information technology systems and infrastructure of the applicant and arrangements for their supply, management, maintenance, upgrading and security; b. the planned approach to qualifying, quantifying and managing risk within the applicant;
c. security procedures to ensure the integrity of the systems for recording transactions and the
maintenance of records, the capacity of these systems in relation to the budgeted number of transactions and the back-up resources available in the event of a systems failure; d. reports and publications to be made available to the investing public, with the inclusion of price sensitive information, and the manner in which such information will be disseminated; e. the effective and efficient management of risks associated with the applicant; f. the corporate governance principles that will be implemented; g. details of the persons who have or will provide corporate finance advice or similar services to the applicant, if applicable.
SECTION B: TRUSTEE
YES NO
1 Registered Namibian Public Company with the Registrar of Companies (Ministry of Trade and Industry) Submit a CM5 form. 2 Apply in writing to NAMFISA, indicating the scheme manager wishes to establish, operate or control: i.e. a collective investment scheme in listed securities or a collective investment scheme in property shares. 3 Memorandum and Article of Association. 4 Certificate of Incorporation (CM1)

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5 Certificate to commence business
6 Copy of the applicant’s company structure/profile and confirmation of operational systems. 7 Board Resolution authorizing the applicant’s representative to apply for approval on behalf of the applicant. 8 A letter from the applicant authorizing a person to collect the applicant’s certificate of registration from the Authority. 9 Submit a proposed business plan on how the marketing of the proposed scheme will be done. 10 The business objectives of the proposed scheme including the intended strategies to achieve these objectives and the different phases of achieving such objectives. 11 Attach letter confirming proof of (and maintained) paid-up share and unimpaired reserves together amounting to not less than N$2 400 000 12 Details of any offence(s) resulting from dishonesty, fraud or embezzlement relating to directors or management.
SECTION C: OPERATIONAL ABILITY
YES NO
1 Do your compliance arrangements specify how often compliance with procedures will be monitored and reported? 2 Do you use a documented process to maintain the adequacy of your compliance and monitor arrangements? 3 Do you document processes to ensure records are kept for training programs attended, including continued education training, for your key individuals and/ or representatives? 4 Do you have documented processes for the supervision and monitoring of your representatives to ensure they comply with the Act? 5 Do you use a documented process to ensure all representatives are trained, competent and will provide financial services on your behalf efficiently, honestly and fairly? 6 Do you have guarantees, professional indemnity or fidelity insurance cover? 7 Have you established compliance and reporting arrangements for your entity activities? 8 Will any substantial activities of the entity be outsourced? 9 Do you have a process in place to ensure that providers selected for any outsourced functions are suitable? 10 Is the outsourced entity a registered and regulated entity?

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11 To whom are you planning to outsource activities of your business? Independent party Related party Both the above 12 What is the name(s) of the entity(ies) to whom you intend outsourcing some of your business activities? ……………………………………………………………………. ……………………………………………………………………. 13 What function(s) will be outsourced? …………………………………………………………………… …………………………………………………………………… Do you have internal control structures and, procedures in place which include the following:
14 Segregation of duties, roles and responsibilities where such segregation is appropriate from an operational risk mitigation perspective? 15 Access rights and data security on electronic data, where applicable? 16 Physical security of the providers’ assets and records, where applicable? 17 Documentation relating to business processes, policies and controls, and technical requirements? 18 Systems application testing, where applicable? 19 Disaster recovery and back-up procedures on electronic data where applicable? 20 Training for all staff regarding the requirements of the Act? 21 A business continuity plan? Compliance with the Financial Intelligence Act, 2012, and other Anti Money Laundering (AML) Legislation. 22 Do you have written internal rules in place as required by the Financial Intelligence Act (Act No. 3 of 2012)? 23 Do you have processes in place to ensure that employees receive training in respect of and are aware of their obligation to report suspicious transactions? 24 Do you have anti-money laundering (AML) control policies, procedures and systems in place? 25 Do you have processes to incorporate any additional requirements as may be required under the Financial Intelligence Act, 2012, and/or any other anti-money laundering (AML) legislation? 26 Do you have process in place to train staff in relation to anti-money laundering (AML) legislation? 27 Are your terms and conditions of business separate from your Mandate and/or application form? 28 Do you have processes in place to ensure compliance with your identification, verification, record keeping and reporting obligations under the Financial Intelligence Act,

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Compliance with the Financial Intelligence Act, 2012, and other Anti Money Laundering (AML) Legislation. YES NO 1 Customer Acceptance Do you have procedures or process by which Customers are initially accepted? Do you have control(s) by which management will ensure that the procedures for customer initial acceptance are complied with 2 Customer identification and verification of information Do you have Customer Identification and verification procedures or processes. (internal rules concerning ascertainment and verification of identities) Do you conduct and or maintain business relations with anonymous clients or clients with fictitious, false of incorrect names? If yes, please describe such relationships. Do you have control(s) by which management will ensure that the procedures or processes for Customer Identification and verification are complied with? 3 Risk Clients Do you have risk management and monitoring procedures or processes by which clients or beneficial owners of clients (whose activities may pose a risk of money laundering, financing of terrorism or both) are identified, assessed and mitigated? Do you have control(s) by which management will ensure that the procedures or processes for the identification, assessment and mitigation of the risk posed by clients or beneficial owners of clients whose activities may pose a risk of money laundering, financing of terrorism or both?. 4 Record Keeping Do you have procedures or processes by which records are kept/stored as required by section 26 to 29 and regulation 15? Do you have control(s) by which management will ensure that the procedures or processes for record keeping are complied with? 5 Reporting of Suspicious Transactions and Activities Do you have procedures or processes by which suspicious transactions and electronic transfers of money to and from Namibia are detected analysed and reported to the Financial Intelligence Centre. (these procedures or processes must take into account issues of Confidentiality, tipping off)? Do you have control(s) by which management will ensure that the procedures or processes for the reporting of suspicious transactions are complied with? 6 Staff Training Do you have procedures or processes by which staff is trained on AML Compliance and Money Laundering risks? Is the training program implemented at all branches and subsidiaries? 7 Anti-Money Laundering Compliance officer Who have you appointed as your Anti Money Laundering Compliance Officer? Or does your structure make provision for the appointment of an Anti Money Laundering Compliance Officer? What are the responsibilities and level of authority of the Anti-Money Laundering Compliance Officer? Do you have controls by which management will ensure that the Anti Money Laundering Compliance Officer is appointed and has the required level of authority and responsibilities?

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8 Independent Audit Function
Do you have procedures or processes by which the measures taken by the institution to comply with the Financial Intelligence Act are evaluated and their effectiveness tested? 9 On-going and enhanced due diligence Do you have on-going due diligence procedures or processes by which management intends to maintaining adequate current and up-to-date information and records relating to:
a. the client and beneficial owner; b. monitor of transactions carried out by the client; and
c. ensuring that the obligations relating to high risk clients are fulfilled?
10 UN List
Do you screen customers and transactions against lists of persons, entities or countries issued by government/competent authorities? 11 Any other procedures, processes and/or controls by which management intends to comply with the provisions of FIA and/or mitigate the assessed potential money laundering risk.
SCHEDULE III
FIT AND PROPER REQUIREMENTS
SECTION 1: LEGAL PERSON(S) (LP): FIT AND PROPER REQUIREMENTS -
COLLECTIVE INVESTMENT SCHEMES
Date of submission to NAMFISA:
_______________________________________________________________________________ To be completed by an authorised representative of the applicant or juristic person who may be controlling or participating, directly or indirectly, in the directorship, management or operation of the applicant. _______________________________________________________________________________ SUB-SECTION A: (ENTITY INFORMATION) A.1 Full registered name: _________________________________________________________ A.2 Previously registered name/s: __________________________________________________ A.3 Trading name/s: _____________________________________________________________ A.4 Entity Registration No.: ______________________________________________________ A.5 Country of Registration: ______________________________________________________ A.6 If not incorporated in Namibia please provide description of the entity: _________________ _______________________________________________________________________________ A.7 Tax Reference No.: __________________________________________________________ A.8 Financial year end: __________________________________________________________ A.9 Nature of business: __________________________________________________________ A.10 Registered address: __________________________________________________________

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A.11 Principal place of business: ____________________________________________________ A.12 Contact person: _____________________________________________________________ A.13 Postal address: ______________________________________________________________ A.14 Telephone number: __________________________________________________________ A.15 Fax number: _______________________________________________________________ A.16 E-mail address: _____________________________________________________________ A.17 Web site: __________________________________________________________________ A.18 Mobile number: _____________________________________________________________ A.19 Is the entity subject to regulation in a foreign country or financial services intermediary?:
_______________________________________________________________________________ A.20 If yes, which jurisdiction?: ____________________________________________________ A.21 Name of foreign regulator/s?: __________________________________________________ SUB-SECTION B: (HONESTY AND INTEGRITY) If the answer to any of the questions is yes, provide full details on a separate page and attached certified documents to the form:
YES NO
1 Has an adverse finding been made against the company within a period of ten years preceding the date of application in any civil or criminal proceedings by a court of law (whether in Namibia or elsewhere)? 2 Has the company, within a period of ten years preceding the date of application, been found guilty by any professional or financial services industry body (whether in Namibia or elsewhere), of an act of dishonesty, negligence, incompetence or mismanagement? 3 Has the company, within a period of ten years preceding the date of application, been denied membership of anybody referred to in question 2 above on account of an act of dishonesty negligence, incompetence or mismanagement? 4 Has the company, within a period of ten years preceding the date of application, been found guilty by any regulatory or supervisory body (whether in Namibia or elsewhere) or has an authorization to carry on business been refused, suspended or withdrawn by any such body on account of an act of dishonesty, negligence, incompetence or mismanagement? 5 Has the company been the subject of any investigation or disciplinary proceedings by any regulatory authority (whether in Namibia or elsewhere) or exchange, professional body or government body or agency? 6 Has the company ever been refused authorization to carry on business by any regulatory body (whether in Namibia or elsewhere), or has such authorization ever been suspended or revoked by any such body, because of negligence, incompetence or mismanagement? 7 Has the company ever been placed under judicial management, insolvency processes or any other processes of a similar nature? 8 Has the company ever been found to be liable under the Financial Intelligence Act, No. 13 of 2012 (FIA), and/or the Prevention of Organized Crime Act, No. 29 of 2004 and/or the Prevention and Combating of Terrorist and Proliferation Activities Act, No.4 of 2014 and/or any other similar crime in any country?

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9 Do you have any additional information, which should be brought to the Registrar’s attention, which may have an impact on the evaluation, by the Registrar of your good character and integrity? SUB-SECTION C: ETAILS OF EACH MEMBER(S)/ SHAREHOLDER(S)/ PARTNERS/ DIRECTOR(S) (IF MORE THAN ONE, PLEASE PROVIDE FULL DETAILS ON A SEPARATE PAGE) C.1 Full name(s)/ Full registered: __________________________________________________ C.2 Previous surname(s)/ Previously registered name/s: _________________________________ C.3 Nationality/Country of Registration: _____________________________________________ C.4 If not incorporated in Namibia please provide description of the company: ______________ _______________________________________________________________________________ C.5 Identification No/Company Registration No.: _____________________________________ C.6 Date of Birth/ Incorporation/ registration: ________________________________________ C.7 Occupation/Nature of business: ________________________________________________ C.8 Date of ownership acquired: ___________________________________________________ C.9 Residential address: __________________________________________________________ C.10 Business address: ____________________________________________________________ C.11 E-mail: ____________________________________________________________________ C.12 Website: ___________________________________________________________________ C.13 Telephone: _________________________________________________________________ C.14 Cell No.: __________________________________________________________________ C.15 Fax number: ________________________________________________________________
C. 16 Percentage shareholdings/interest: ______________________________________________
C.17 Is the entity subject to regulation in a foreign country or financial services intermediary? _______________________________________________________________________________ C.18 If yes, which jurisdiction? ____________________________________________________ C.19 Name of foreign regulator/s?: _________________________________________________ _______________________________________________________________________________ SUB-SECTION D: (DIRECTOR’S DETAILS) to be provided for each director D.1 Full name (s): ______________________________________________________________ D.2 Previous surname (s): ________________________________________________________ D.3 Nationality: ________________________________________________________________

7713 Government Gazette 22 December 2021 221
D.4 Identification No.: ___________________________________________________________ D.5 Date of Birth: ______________________________________________________________ D.6 Occupation: ________________________________________________________________ D.7 Date appointed: _____________________________________________________________ D.8 Residential address: __________________________________________________________ D.9 Business address: ___________________________________________________________ D.10 E-mail: ____________________________________________________________________ D.11 Telephone: _________________________________________________________________ D.12 Cell No: ___________________________________________________________________ D.13 Fax No: ___________________________________________________________________ DECLARATION (OATH) I, ________________________________________________________________ 21 (full names) in my capacity as ________________________________________________________ of the entity referred to herein. Hereby declare the following:
This statement consists of _________________ pages, was completed and initialled on each page by me. As duly authorized there to in terms of ____________________________________ dated _______________________________. The contents of this statement are true to the best of my knowledge and belief. I undertake that, as long as I continue to be a __________________________ of the entity, I will notify the Registrar of any material changes to, or affecting the completeness or accuracy of, the information supplied to the Registrar as soon as possible, but in any event no later than 30 days from the day that the changes come to my attention I know and understand the content of this declaration. I do not have objections to taking the prescribed oath/affirmation. I consider the prescribed oath/affirmation to be binding on my conscience. ___________________________ SIGNATURE OF DEPONENT I hereby declare that the deponent has sworn/affirm to and signed this statement in my presence at ____________________ on the _____ day of ________________ 20 and he/she declared as follows: that the facts herein contained fall within his/her personal knowledge and that he/she understands the contents hereof; that he/she has no objection to taking the oath/affirmation; that he/ she regards the oath/ affirmation as binding on her conscience. 21 A formal letter or certified extract from the minutes authorizing the person to complete this LP FAP requirements statement on behalf of the legal person should be submitted.

222 Government Gazette 22 December 2021 7713
______________________________________________ (To initial on each page as well) COMMISSIONER OF OATHS FULL NAMES: _______________________________________________ CAPACITY: __________________________________________________ ADDRESS: __________________________________________________
SECTION 2: NATURAL PERSONS (NP): FIT AND PROPER (FAP)
REQUIREMENTS - COLLECTIVE INVESTMENT SCHEMES
Date of submission to NAMFISA: _________________________________________________ _______________________________________________________________________________ To be completed by all natural persons who may be controlling or participating, directly or indirectly, in the directorship, management or operation of the applicant. _______________________________________________________________________________ SUB-SECTION A: (PERSONAL INFORMATION) A.1 Full names: ________________________________________________________________ A.2 Previous names: ____________________________________________________________ A.3 Current Nationality: _________________________________________________________ A.4 Previous Nationality: _________________________________________________________ A.5 Identification number (national identification or Passport number): ____________________ A.6 Date of Birth: ______________________________________________________________ A.7 In case of a Sole Trader – Certificate for Registration of Defensive Name date and number:
_______________________________________________________________________________ A.8 Place of Birth: ______________________________________________________________ A.9 Residential address/ Principal Place of business: ___________________________________ _______________________________________________________________________________ A.10 Postal address: _____________________________________________________________ A.11 Telephone number: _________________________________________________________ A.12 Fax number: ______________________________________________________________ A.13 E-mail number: ____________________________________________________________ A.14 Mobile number: ____________________________________________________________ A.15 Occupation/ Source of income: __________________________________________________ A.16 Nature and location of business (where applicable): __________________________________ _________________________________________________________________________________

7713 Government Gazette 22 December 2021 223
A.17 Relation to Applicant: _________________________________________________________ SUB-SECTION B: (HONESTY AND INTEGRITY) If the answer to any of the questions is yes, provide full details on a separate page and attach certified documents to the form (to be supported with certified copy of Certificate of Conduct issued not longer than 12 months prior to application):
YES NO
1 Has an adverse finding been made against you within a period of ten years preceding the date of application in any civil or criminal proceedings by a court of law (whether in Namibia or elsewhere), in which you were found to have acted fraudulently, dishonestly, unprofessionally, dishonorably or in breach of a fiduciary duty? 2 Have you within a period of ten years preceding the date of application been found guilty by any professional or financial services industry body (whether in Namibia or elsewhere), of an act of dishonesty, negligence, incompetence or mismanagement? 3 Have you been disqualified from being a director of a company in terms of section 225 and section 226 of the Companies Act, 2004 (Act No. 28 of 2004)? 4 Have you been involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies of honesty, integrity, fairness or ethical behaviour? 5 Are you in good standing with the regulator ? 6 Have you been the subject of civil or criminal proceedings or enforcement action, in relation to the management of an entity, or commercial or professional activities, which adversely affected your competence, diligence, judgement, honesty or integrity? 7 Have you within a period of ten years preceding the date of application been denied membership of anybody referred to in question 2 above on account of an act of dishonesty negligence, incompetence or mismanagement? 8 Have you within a period of ten years preceding the date of application been found guilty by any regulatory or supervisory body (whether in Namibia or elsewhere) or has an authorization to carry on business been refused, suspended or withdrawn by any such body on account of an act of dishonesty, negligence, incompetence or mismanagement? 9 Have you at any time prior to the date of application been disqualified or prohibited by any court of law (whether in Namibia or elsewhere) from taking part in the management of any company or other statutorily created, recognized or regulated body, irrespective whether such disqualification has since been lifted or not? 10 Have you been the subject of any investigation or disciplinary proceedings by any regulatory authority (whether in Namibia, or elsewhere) or exchange, professional body or government body or agency? 11 Have you ever been refused authorization to carry on business by any regulatory body (whether in Namibia or elsewhere), or has such authorization ever been suspended or revoked by any such body, because of negligence, incompetence or mismanagement? 12 Have you at any time prior to the date of application been disqualified or prohibited by any court of law (whether in Namibia or elsewhere) from taking part in the management of any company or other statutorily created, recognized or regulated body, irrespective whether such disqualification has since been lifted or not? 13 Are you subject to an order of a competent court holding you to be mentally unfit or
disordered? 14 Have you within a period of ten years preceding the date of application been removed from office on account of misconduct relating to fraud or the misappropriation of money, whether in Namibia or elsewhere?

224 Government Gazette 22 December 2021 7713
15 Have you within a period of ten years preceding the date of application been a director or member of a governing body of an entity at the time that such entity has been deregistered in terms of any legislative instrument? 16 Have you within a period of ten years preceding the date of application received a grant of amnesty or free pardon for any offence? 17 Has your estate ever been sequestrated? 18 Have you ever been convicted of an offence or found to be liable under the Financial Intelligence Act, No. 13 of 2012 (FIA), and/or the Prevention of Organized Crime Act, No. 29 of 2004 and/or the Prevention and Combating of Terrorist and Proliferation Activities Act, No 4 of 2014 (PACOTPAA)and/or any other similar crime in any country? 19 Do you have any additional information, which should be brought to the Registrar’s attention, which may have an impact on the evaluation, by the Registrar of your good character and integrity? 20 Have you ever been listed on a Credit Bureau during the past 10 years (whether in Namibia or elsewhere)? 21 Have you ever been the subject to any judgement debt or award that remains outstanding or has not been satisfied within a reasonable period? 22 Have you been appointed as a Principal Officer previously? If yes, provide more information, i.e. duration, which company, etc. 23 Are you involved in other companies as a Director/Shareholder/Member? SUB-SECTION C: (COMPETENCE) C.1 Qualifications and Training: Certified copies of the qualifications and training to be attached. _______________________________________________________________________________ Experience:
Relevant employment history and/or experience in the industry: Certificates or letters of service from employers or letters from at least two clients confirming that the required period of two years relevant experience have been completed satisfactorily. Enclose detailed Curriculum Vitae (CV). _______________________________________________________________________________ DECLARATION I, _____________________________________________________________ (full names) hereby declare the following:
This statement consists of ___________ pages, each initialled by me. The content of this statement is true and correct to the best of my knowledge and belief. I undertake that, as long as I continue to be ___________________________ of the institution, I will notify the Registrar of any material changes to, or affecting the completeness or accuracy of, the information supplied to the Registrar in this statement as soon as possible, but in any event no later

7713 Government Gazette 22 December 2021 225 than 30 days from the day that the changes come to my attention I know and understand the content of this declaration. I do not have objections to taking the prescribed oath/affirmation. I consider the prescribed oath to be binding on my conscience. ___________________________ SIGNATURE OF DEPONENT I hereby declare that the deponent has sworn/affirm to and signed this statement in my presence at ________________________________ on the __________ day of ___________________________ 20___________ and he/she declared as follows: that the facts herein contained fall within his/her personal knowledge and that he/she understands the contents hereof; that he/she has no objection to taking the oath/affirmation; that he/she regards the oath as binding on her conscience. _____________________________________________(To initial on each page as well) COMMISSIONER OF OATHS FULL NAMES: _______________________________________________ CAPACITY: __________________________________________________ ADDRESS: __________________________________________________ ________________ STANDARD ISSUED UNDER THE FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) MANNER AND FORM OF REGISTRATION CERTIFICATE FOR MANAGERS OF COLLECTIVE INVESTMENT SCHEMES PURSUANT TO
SECTION 176(3) OF THE FINANCIAL INSTITUTIONS AND MARKETS BILL
FORM OF REGISTRATION CERTIFICATE FOR A MANAGER OF A COLLECTIVE INVESTMENT SCHEME Standard No. CIS S. 4.15 issued by NAMFISA under section 410(2)(b), read with section 176(3), of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, “Act” means the Financial Institutions and Markets Act, 2021 (Act
No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following as defined in section 168 of the Act:
(a) collective investment scheme; and
(b) manager.

226 Government Gazette 22 December 2021 7713
Applicability
2. This Standard applies to a manager of a collective investment scheme registered pursuant to
section 176.
Form of certificate of registration
3. The certificate of registration to be issued pursuant to section 176, must take the form of the
Annexure attached to this Standard.
“ANNEXURE”
Registration No .……………………
CERTIFICATE OF REGISTRATION
Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) REGISTRATION AS A MANAGER OF A COLLECTIVE INVESTMENT SCHEME This is to certify that ABC of [principal address] and operates in [insert places] has been duly registered in terms of section 176 of the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) and is authorised to manage a collective investment scheme. ____________________ ____________________ Chief Executive Officer Date of Registration ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 FORM OF THE CERTIFICATES FOR A MANAGER OF A COLLECTIVE INVESTMENT SCHEMES IN PARTICIPATION BONDS AND A NOMINEE COMPANY DEEMED TO BE REGISTERED OR APPROVED PURSUANT TO SECTION 202(1) Standard No.. CIS.S.4.16 issued by NAMFISA under section 410(2)(b), read with section 202(1) and (2), of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, “Act” means the Financial Institutions and Markets Act, 2021 (Act
No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:

(a) as defined in section 168 of the Act:
(i) collective investment scheme;
(ii) manager;
(iii) nominee company;
(b) as defined in section 201 of the Act:
(i) collective investment scheme in participation bonds;

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(ii) participation bond.
Applicability
2. Pursuant to section 202 of the Act, this Standard applies to—
(a) a person carrying on or managing a scheme or arrangement permitting of participation in specified mortgage bonds who was exempted by NAMFISA under section 37(2)(a) of the Unit Trusts Control Act, 1981 (Act No. 54 of 1981), who is deemed to be registered as a manager of a collective investment scheme in participation bonds; or (b) a nominee company approved by NAMFISA under section 37(2)(a) of the Unit Trusts Control Act, No. 54 of 1981, who is deemed to be approved as a nominee company. Form of certificate
3. (1) The certificate of registration as a manager of a collective investment scheme in
participation bonds to be issued pursuant to section 202(1), must take the form of the Annexure 1 attached to this Standard. (2) The certificate of approval as a nominee company to be issued pursuant to section 202(1), must take the form of the Annexure 2 attached to this Standard. ANNEXURE 1 Registration No .…………………… CERTIFICATE OF REGISTRATION Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) REGISTRATION AS A MANAGER OF A COLLECTIVE INVESTMENT SCHEME IN PARTICIPATION BONDS This is to certify that ABC of [principal address] and operates in [insert places] has been duly registered in terms of
section 176(1), read with section 202(1), of the Financial Institutions and Markets Act, 2021
(Act No. 2 of 2021) and is authorised to manage a collective investment scheme in participation bonds. ____________________ ____________________ Chief Executive Officer Date of Registration

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ANNEXURE 2
Registration No. .……………………
CERTIFICATE OF REGISTRATION
Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021) REGISTRATION AS A NOMINEE COMPANY PREVIOUSLY EXEMPTED UNDER
SECTION 37(2)(a) OF THE UNIT TRUSTS CONTROL ACT NO. 54 OF 1981
This is to certify that
ABC of [principal address] and operates in [insert places] has been duly registered in terms of
section 184(1), read with section 202(1), of the Financial Institutions and Markets Act, 2021 (Act
No. x of 2021) and is authorised as a nominee for or representative of any person in the holding of any property in trust for such person. ____________________ ____________________ Chief Executive Officer Date of Registration ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 MANNER AND FORM OF APPLICATION FOR APPROVAL AS TRUSTEE OR CUSTODIAN OF A COLLECTIVE INVESTMENT SCHEME Standard No. CIS.S.4.17 issued by NAMFISA under section 410(2)(c), read with section 190(2) and (3), of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard—
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; and (b) “NAMFISA ERS” means the Electronic Regulatory System which facilitates communication between NAMFISA and financial institutions. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following - (a) as defined in section 1 of the Act - (i) banking institution; (ii) board; (iii) director; (iv) document; (v) NAMFISA; (vi) public company; (b) as defined in section 168 of the Act - (i) authorised representative; (ii) collective investment scheme; (iii) custodian; and (iv) trustee.

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Applicability
2. This Standard applies to an entity referred to in section 190(1) of the Act, applying for
approval as trustee or custodian of a collective investment scheme (hereinafter referred to as “applicant”).
3. An application for approval as trustee or custodian of a collective investment scheme
must be made to NAMFISA in accordance with clause 4.
Particulars to be furnished upon application
4. Pursuant to section 190(2) of the Act, an applicant that intends to apply for approval as
a trustee or custodian of a collective investment scheme must - (a) be in writing, and provide the particulars as specified in Schedule 1, Application form for approval granted pursuant to section 190 of the Act; (b) be signed by the a person duly authorised to represent the applicant; (c) be accompanied by proof of registration as a Namibian Company with the Registrar of Companies (Business and Intellectual Property Authority) (CM”1” form); (d) be accompanied by its Memorandum and Articles of Association (“CM “2” and CM “44” forms); (e) be accompanied by a Certificate to commence business (CM “46”); (f) be accompanied with the details of all directions (CM “29”); (g) be accompanied with the full details, qualifications and curriculum vitae of the Chief Executive Officer, Principal Officer and directors; (h) be accompanied by the applicant’s company organogram and confirmation of operational systems; (i) be accompanied by details of its bank account with a banking institution; (j) be accompanied with details of its nominee company; (k) be accompanied by a board resolution authorizing the applicant’s representative to apply for approval on behalf of the applicant; (l) be accompanied by a detailed business plan; (m) be accompanied by proof of sufficient paid-up capital and unimpaired reserves; (n) be accompanied by Tax Certificate from the Receiver of Revenue; and (o) be accompanied by proof of payment of the prescribed application fee.
5. The applicant must disclose all information as required in the Schedules and all parts
must be duly completed.
6. (1) An application, not complete in all respects and not conforming to the
instructions specified in the Schedules may be rejected on the basis of being non-compliant with this Standard. (2) In instances where the application is deemed not complete, NAMFISA must give the applicant the opportunity to provide the required information to complete the application. The required information must be provided within seven working days, failing which the application shall be rejected.
7. Nothing shall prevent NAMFISA from seeking further or additional information or
documents as may be reasonably necessary for processing of the application for approval.

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8. The applicant or its duly authorised representative may, if so required, be called to
appear before NAMFISA for a personal representation in connection with the application. Submission
9. (1) An application for cancellation of registration must be submitted to NAMFISA
electronically on the NAMFISA ERS.
(2) Where necessary and when so directed by NAMFISA, the applicant must submit specified documentation manually to NAMFISA. Supporting Schedules
10. The following supporting schedules are attached to and form part of this Standard:
Schedule 1 - Application for Approval as Trustee or Custodian of a Collective
Investment Scheme;
SCHEDULE 1
APPLICATION FOR APPROVAL AS TRUSTEE OR CUSTODIAN OF A COLLECTIVE INVESTMENT SCHEME
PART 1. COMPANY INFORMATION
SECTION 1: GENERAL
1.1 Full registered name: __________________________________________________________
1.2 Previously registered name(s), if any: _____________________________________________
1.3 Trading name(s): _____________________________________________________________
1.4 Company registration No.: ______________________________________________________
1.5 Country of registration: ________________________________________________________
1.6 Income Tax registration No. and VAT registration No., if applicable:

1.7 Financial year-end of the company: _______________________________________________
1.8 Registered address of the company: ______________________________________________
1.9 Principal office address: ________________________________________________________
1.10 Postal address: ______________________________________________________________
1.11 Telephone No: ______________________________________________________________
1.12 Website, if any: _____________________________________________________________
1.13 E-mail address: ______________________________________________________________
1.14 Is the company subject to regulation in a foreign country or financial services intermediary?

1.15 If yes, which jurisdiction? _____________________________________________________
1.16 Name of foreign regulator(s)? __________________________________________________

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SECTION 2: FINANCIAL RESOURCES
We hereby confirm that the applicant has, at minimum, paid-up share capital adequate for employment in the business and will maintain liquid resources that cover 13 weeks of annual expenditure at all times. Paid-up share capital Paid-up share capital N$
SECTION 3: AUDITOR
3.1 Full name of appointed auditor: __________________________________________________
3.2 Company Registration No.: _____________________________________________________
3.3 Auditor’s registration number with PAAB: _________________________________________
3.4 Tax Reference No.: ___________________________________________________________
3.5 Contact person: ______________________________________________________________
3.6 Postal address: _______________________________________________________________
3.7 Physical address: _____________________________________________________________
3.8 Telephone No.: _______________________________________________________________
3.9 Email address: _______________________________________________________________
3.9 Website, if any: ______________________________________________________________
SECTION 4: DIRECTORS
<Provide details of each director, using a separate sheet as attachment where applicable>
4.1 Full names of director: _________________________________________________________
4.2 Identification/Passport No.: _____________________________________________________
4.3 Nationality: _________________________________________________________________
4.4 Postal address: _______________________________________________________________
4.5 Telephone No.: _______________________________________________________________
4.6 Mobile No.: _________________________________________________________________
4.7 Email address: _______________________________________________________________
SECTION 5: SHAREHOLDERS OR OTHER OWNER WHO CONTROLS THE APPLICANT
<Attach the full shareholder organigram. Provide details of each shareholder or other owner who controls the applicant, using a separate sheet as attachment where applicable; if it is a company, provide contact person’s details>
5.1 Full name/ registered name of shareholder: _________________________________________
5.2 Previous surname(s) / previously registered name(s): _________________________________
5.3 Identification/Passport/Company registration No.: ___________________________________

232 Government Gazette 22 December 2021 7713
5.4 Date of birth/ Date of incorporation: ______________________________________________
5.5 Nationality/Country of incorporation: _____________________________________________
5.6 Postal address: _______________________________________________________________
5.7 Telephone No.: _______________________________________________________________
5.8 Mobile No.: _________________________________________________________________
5.9 Email address of shareholder or contact person: _____________________________________
5.10 Shareholding percentage:
If more than one shareholder, please complete and attach share certificate and indicate % held by each Name Individual Company Partnership Joint Venture Close Corporation Other % held by each
SECTION 6: HOLDING COMPANY OF THE APPLICANT (IF APPLICABLE)
6.1 Full registered name: __________________________________________________________
6.2 Previous surname(s) / previously registered name(s): _________________________________
6.3 Company registration No.: ______________________________________________________
6.4 Date of incorporation: _________________________________________________________
6.5 Country of incorporation: ______________________________________________________
6.6 Postal address: _______________________________________________________________
6.7 Registered address: ___________________________________________________________
6.8 Telephone No.: _______________________________________________________________
6.9 Email address of shareholder or contact person: _____________________________________
6.10 Shareholders (indicate with X):
If more than one shareholder, please complete and attach share certificate and indicate % held by each:

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Name Individual Company Partnership Joint
Venture
Close
Corporation Other % held by each
SECTION 7: CHIEF EXECUTIVE OFFICER
7.1 Full names: __________________________________________________________________
7.2 Identification/Passport No.: _____________________________________________________
7.3 Nationality: _________________________________________________________________
7.4 Gender: _____________________________________________________________________
7.5 Postal address: _______________________________________________________________
7.6 Telephone No.: _______________________________________________________________
7.7 Mobile No.: _________________________________________________________________
7.8 Email address: _______________________________________________________________
SECTION 8: APPOINTED PRINCIPAL OFFICER
PERSONAL DETAILS
8.1 Full names: __________________________________________________________________
8.2 Identification/Passport No.: _____________________________________________________
8.3 Nationality: _________________________________________________________________
8.4 Physical address: _____________________________________________________________
8.5 Postal address: _______________________________________________________________
8.6 Telephone No.: _______________________________________________________________
8.7 Mobile No.: _________________________________________________________________
8.8 Email address: _______________________________________________________________
EXPERIENCE AND EMPLOYMENT HISTORY (complete table) Relevant employment history and experience in the industry: (To be supported with proof of relevant experience, including but not limited to reference letters from previous employers or clients or certificates of service from previous employers. Enclose detailed Curriculum Vitae.)

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Position held Employer Contact Details Period
EDUCATIONAL BACKGROUND (complete table)
Qualification Institution Date obtained
ADDITIONAL TRAINING OR CERTIFICATION (complete table) Training / certification course Institution Date obtained
SECTION 9: BANK DETAILS (operational account) <Proof of bank account to be attached>
9.1 Name of bank: _______________________________________________________________
9.2 Branch name: ________________________________________________________________
9.3 Account No.: ________________________________________________________________
9.4 Branch code: ________________________________________________________________
PART 2. APPLICANT FIT AND PROPER (FAP) REQUIREMENTS QUESTIONNAIRE
SECTION 1: HONESTY AND INTEGRITY
If the answer to any of the questions is yes, provide full details on a separate page and attach certified documents to the form:
YES NO
1 Has an adverse finding been made against the applicant within a period of ten years preceding the date of application in any civil or criminal proceedings by a court of law (whether in Namibia or elsewhere), in which the company has been found to have acted fraudulently, dishonestly, unprofessionally, dishonourably or in breach of a fiduciary duty? 2 Has the applicant within a period of ten years preceding the date of application, been found guilty by any professional, financial services industry or regulatory body (whether in Namibia or elsewhere), of an act of dishonesty, negligence, incompetence or mismanagement?

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3 Has the applicant within a period of ten years preceding the date of application, been denied membership of anybody referred to in question 2 above on account of an act of dishonesty, negligence, incompetence or mismanagement? 4 Has the applicant within a period of ten years preceding the date of application, been found guilty by any regulatory or supervisory body (whether in Namibia or elsewhere), or has an authorisation to carry on business been refused, suspended or withdrawn by any such body on account of an act of dishonesty, negligence, incompetence or mismanagement? 5 Has the applicant at any time prior to the date of application been disqualified or prohibited by any court of law (whether in Namibia or elsewhere) from taking
part in the management of any other corporate entity or other statutorily created,
recognised or regulated body, irrespective whether such disqualification has since been lifted or not? 6 Has the applicant been the subject of any investigation or disciplinary proceedings or has administrative action been taken or administrative penalties been imposed by any regulatory authority, professional or government body or agency, an exchange or self-regulatory organisation (whether in Namibia or elsewhere)? 7 Has the applicant ever been refused authorisation to carry on business by any regulatory body (whether in Namibia or elsewhere), or has such authorisation ever been suspended or revoked by any such body, because of negligence, incompetence or mismanagement? 8 Has the applicant ever been placed under judicial management, insolvency, liquidation or any other processes of a similar nature? 9 Has the applicant ever been convicted of an offence or found to be liable under the Financial Intelligence Act, 2012 (Act No. 13 of 2012), and/or the Prevention of Organized Crime Act, 2004 (Act No. 29 of 2004), and/or the Prevention and Combating of Terrorist and Proliferation Activities Act, 2014 (Act No. 4 of 2014) and/or any other similar Acts describing similar offences and/or liability in any country? 10 Is the applicant in bad repute with any business or financial community or any market? 11 Does the applicant have any additional information, which should be brought to the Registrar’s attention, which may have an impact on the evaluation by the Registrar of the applicant’s conduct ?
PART 3.
OPERATIONAL ABILITY OF APPLICANT
SECTION 1: QUESTIONNAIRE
YES NO
1 Does the applicant’s compliance arrangements specify how often compliance with procedures will be monitored and reported? 2 Does the applicant use a documented process to maintain the adequacy of its compliance and monitor arrangements? 3 Does the applicant document processes to ensure records are kept for training programs attended, including continued education training, for its key individuals and/or representatives? 4 Does the applicant have documented processes for the supervision and monitoring of its representatives to ensure they comply with the Act? 5 Does the applicant use a documented process to ensure all representatives are trained, competent and will provide financial services on its behalf efficiently, honestly and fairly? 6 Does the applicant have professional indemnity or fidelity insurance cover?

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7 Has the applicant established compliance and reporting arrangements for its entity activities? 8 Will any substantial activities of the entity be outsourced? 9 Does the applicant have a process in place to ensure that providers selected for any outsourced functions are suitable? 10 Is the outsourced entity a registered and regulated entity? 11 To whom is the applicant planning to outsource activities of its business?

Independent party;
Related party; or
Both the above.
12
What is the name(s) of the entity(ies) to whom the applicant intends outsourcing some of your business activities? ________________________________________________________________________________ ________________________________________________________________________________ 13 What function(s) will be outsourced? ________________________________________________________________________________ ________________________________________________________________________________ DOES THE APPLICANT HAVE INTERNAL CONTROL STRUCTURES AND, PROCEDURES IN PLACE WHICH INCLUDE THE FOLLOWING:
14 Segregation of duties, roles and responsibilities where such segregation is appropriate from an operational risk mitigation perspective? 15 Access rights and data security on electronic data, where applicable? 16 Physical security of the providers’ assets and records, where applicable? 17 Documentation relating to business processes, policies and controls, and technical requirements? 18 Systems application testing, where applicable? 19 Disaster recovery and back-up procedures on electronic data where applicable? 20 Training for all staff regarding the requirements of the Act? 21 A business continuity plan?
SECTION 2: BUSINESS PLAN
The business plan of the applicant, that has been approved by the board of directors must at least deal with the following matters:
(a) Provide an overview of the entity’s business operations (company profile, clientele and posttrade offering, Investment Platform, Future Growth, etc.), Corporate Governance Framework, Risk Management Framework, Internal Control Framework, Business Continuity Plan, Systems for Portfolio Management, Agreements with Service Providers (internal and external), Information Technology Systems, Marketing Plan, Human Resources Plan, etc.;

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(b) An explanation of the management structure of the applicant including the names of the individuals responsible for the major functional areas and the number of personnel employed or to be employed in each functional area in the applicant; (c) The planned development of the information technology systems and infrastructure of the applicant and arrangements for their supply, management, maintenance, upgrading and security including details pertaining to the method or facility by means of which the business will be carried on; (d) The planned approach to qualifying, quantifying and managing risk within the applicant; (e) Security procedures to ensure the integrity of the systems for recording transactions and the maintenance of records, the capacity of these systems in relation to the budgeted number of transactions and the back-up resources available in the event of a systems failure; (f) A report by the chairperson of the board of directors confirming that the applicant has adequate systems, procedures and policies in place to protect the information, data, records and documents relating to client accounts and the affairs clients against any unauthorized access, alteration, destruction or dissemination; and (g) The arrangements in place for the effective and efficient monitoring of compliance with the Financial Intelligence Act, 2012 (Act No. 13 of 2012) regarding the Know Your Client (KYC) matter.
PART 4.
COMPLIANCE WITH ANTI MONEY LAUNDERING (AML) LEGISLATION COMPLIANCE WITH THE FINANCIAL INTELLIGENCE ACT, 2012 (ACT NO. 13 OF 2012), AND OTHER ANTI-MONEY LAUNDERING (AML) LEGISLATION YES NO 1 Does the applicant have written internal rules in place as required by the Financial Intelligence Act, 2012 (Act No. 13 of 2012)? 2 Does the applicant have processes in place to ensure that employees receive training in respect of and are aware of their obligation to report suspicious transactions? 3 Does the applicant have anti-money laundering (AML) control policies, procedures and systems in place? 4 Does the applicant have processes to incorporate any additional requirements as may be required under the Financial Intelligence Act, 2012 (Act No. 13 of 2012), and/or any other anti-money laundering (AML) legislation? 5 Does the applicant have process in place to train staff in relation to anti-money laundering (AML) legislation? 6 Are the applicant’s terms and conditions of business separate from its mandate and/ or application form? 7 Does the applicant have processes in place to ensure compliance with its identification, verification, record keeping and reporting obligations under the Financial Intelligence Act, 2012 (Act No. 13 of 2012)? 8 Customer Acceptance Does the applicant have procedures or process by which customers are initially accepted? Does the applicant have control(s) by which management will ensure that the procedures for customer initial acceptance are complied with?

238 Government Gazette 22 December 2021 7713
9 Customer identification and verification of information Does the applicant have Customer Identification and verification procedures or processes (internal rules concerning ascertainment and verification of identities)? Does the applicant conduct and/or maintain business relations with anonymous clients or clients with fictitious, false of incorrect names? If yes, please describe such relationships? Does the applicant have control(s) by which management will ensure that the procedures or processes for Customer Identification and verification are complied with? 10 Risk Clients Does the applicant have risk management and monitoring procedures or processes by which clients or beneficial owners of clients (whose activities may pose a risk of money laundering, financing of terrorism or both) are identified, assessed and mitigated? Does the applicant have control(s) by which management will ensure that the procedures or processes for the identification, assessment and mitigation of the risk posed by clients or beneficial owners of clients whose activities may pose a risk of money laundering, financing of terrorism or both? 11 Record Keeping Does the applicant have procedures or processes by which records are kept/stored as required by sections 26 to 29 and regulation 15? Does the applicant have control(s) by which management will ensure that the procedures or processes for record keeping are complied with? 12 Reporting of Suspicious Transactions and Activities Does the applicant have procedures or processes by which suspicious transactions and electronic transfers of money to and from Namibia are detected analysed and reported to the Financial Intelligence Centre (these procedures or processes must take into account issues of Confidentiality, tipping off)? Does the applicant have control(s) by which management will ensure that the procedures or processes for the reporting of suspicious transactions are complied with? 13 Staff Training Does the applicant have procedures or processes by which staff is trained on AML Compliance and Money Laundering risks? Is the training program implemented at all branches and subsidiaries? 14 Anti-Money Laundering Compliance officer Who has the applicant appointed as its Anti-Money Laundering Compliance Officer? Or does its structure make provision for the appointment of an Anti-Money Laundering Compliance Officer? What are the responsibilities and level of authority of the Anti-Money Laundering Compliance Officer? Does the applicant have controls by which management will ensure that the AntiMoney Laundering Compliance Officer is appointed and has the required level of authority and responsibilities? 15 Independent Audit Function Does the applicant have procedures or processes by which the measures taken by the institution to comply with the Financial Intelligence Act, 2012 (Act No. 13 0f
2012) are evaluated and their effectiveness tested?

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16 On-going and enhanced due diligence
Does the applicant have on-going due diligence procedures or processes by which management intends to maintaining adequate current and up-to-date information and records relating to:
a. the client and beneficial owner; b. monitor of transactions carried out by the client; and
c. ensuring that the obligations relating to high risk clients are fulfilled?
17 United Nations (UN) List
Does the applicant screen customers and transactions against lists of persons, entities or countries issued by government/competent authorities? 18 Any other procedures, processes and/or controls by which management intends to comply with the provisions of the Financial Intelligence Act, 2012 (Act No. 13 of
2012) and/or mitigate the assessed potential money laundering risk?
PART 5.
ONGOING OBLIGATIONS
The applicant is obliged to comply with ongoing obligations as enumerated below:
Comply with the Registrar’s registration requirements; Complete and submit statutory and levy returns, in a manner determined by the Registrar, on or before the given due date; Submit a full composition of investments under management with the quarterly returns; Submit a copy of the audited annual financial statements within three (3) months from the date of the financial year-end; Submit a compliance report; Pay levies (basic and additional) when due and payable; Notify the Registrar of any change relating to: name, registered or business address, shareholders, directors, or any requirements in terms of which the applicant was approved as contemplated in these Standards for approval as trustee or custodian; Generally, comply with any regulations that the Minister may issue by notice or with any requirements / standards that the Registrar may issue from time to time; and Compliance with the Financial Intelligence Act, 2012 (Act No. 13 of 2012), and other anti-money laundering legislation. DECLARATION BY APPLICANT I, ________________________________ (full names), in my capacity as ____________________ of the applicant referred to herein, hereby declare under oath/affirm as follows:

all the information provided in this application (including all attachments) is complete, true
and correct;
I read and understand the provisions in the standards and hereby declare/affirm that the
applicant will comply with such provisions and any other provisions as may be determined by the Registrar; and
I understand that if any information in this application changes before this application is
approved, we must notify the Registrar in writing immediately of the changes.

240 Government Gazette 22 December 2021 7713
I know and understand the content of this declaration. I do not have objections to taking the prescribed oath/affirmation. I consider the prescribed oath/affirmation to be binding on my conscience. ___________________________ SIGNATURE OF DEPONENT I hereby declare that the deponent has sworn/affirmed to and signed this statement in my presence at _________________________on the _______ day of ____________________ 20 ______ , and he/she declared/affirmed as follows: that the facts herein contained fall within his/her personal knowledge and that he/she understands the contents hereof; that he/she has no objection to taking the oath/affirmation; and that he/she regards the oath/affirmation as binding on his/her conscience. __________________________________________ SIGNATURE OF COMMISSIONER OF OATHS FULL NAMES: _______________________________________________ CAPACITY: __________________________________________________ ADDRESS: __________________________________________________ ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 (Act No. 2 of 2021) APPLICATION BY REGISTERED MANAGER OF A COLLECTIVE INVESTMENT SCHEME FOR CANCELLATION OF REGISTRATION GRANTED PURSUANT TO SECTION 176 OF THE ACT OR FOR VARIATION OF THE CONDITIONS FOR REGISTRATION Standard No. CIS.S.4.18 issued by NAMFISA under section 410(2)(c), read with section 178(1) and (2), of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard -
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “special resolution” means a resolution passed by a company as contemplated in sections 207 through to section 211 of the Companies Act; and (c) “NAMFISA ERS” means the Electronic Regulatory System that facilitates communication between NAMFISA and financial institutions. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following:

7713 Government Gazette 22 December 2021 241
(a) as defined in section 1 of the Act -
(i) auditor;
(ii) board;
(iii) document;
(iv) principal officer;
(v) NAMFISA;
(b) as defined in section 168 of the Act -
(i) collective investment scheme; and
(ii) manager.
Applicability
2. This Standard applies to a registered manager of a collective investment scheme (hereinafter
referred to as “applicant”) applying for cancellation or variation of its registration granted pursuant to section 176 of the Act.
3. An application for variation to the conditions subject to which registration was granted, must
be dealt with in accordance with this Standard CIS.S.4.18.
4. An application for cancellation of registration granted pursuant to section 178 of the Act or for
variation of conditions of registration must be made to NAMFISA in accordance with clause 5 and submitted to NAMFISA in accordance with clause 10. Application for cancellation of registration or variation of registration conditions
5. Pursuant to section 178(2) of the Act, an application for cancellation of its registration granted
pursuant to section 176 or variation of registration conditions must: - (a) be in writing, and provide the particulars as specified in Schedule 1, Application form for cancellation of registration granted pursuant to section 176 of the Act;

(b) be accompanied by a copy of the notice published in terms of section 178(3) of the Act; (c) be accompanied by the original certificate of registration (declaration under Oath where original lost); (d) be accompanied by certificates issued by the auditor and trustee/custodian stating that the manager has no liability, or where liability exist, furnish details of measures taken to discharge such liability; (e) be accompanied by a bank letter confirming the closure of the bank account(s) opened and operated for purposes of segregating client assets; (f) be signed by the principal officer or a person duly authorised to represent the applicant; (g) be accompanied by a copy of a special resolution on the decision to cancel its registration granted pursuant to section 178 of the Act; (h) provide proof of payment of the prescribed application fee; and
6. The applicant must disclose all information as required in the Schedule and all parts must be
duly completed.
7. (1) An application, not complete in all respects and not conforming to the instructions specified in the Schedules may be rejected on the basis of being non-compliant with this Standard.

242 Government Gazette 22 December 2021 7713
(2) In instances where the application is deemed not complete, NAMFISA must give the applicant the opportunity to provide the required information to complete the application. The required information must be provided within seven working days, failing which the application shall be rejected.
8. Nothing shall prevent NAMFISA from seeking further or additional information or documents
as may be reasonably necessary for processing of the application.
9. The applicant, its principal officer or a duly authorised person22 may, if so required, be called
to appear before NAMFISA for a personal representation in connection with the application. Submission
10. (1) An application for cancellation of registration must be submitted to NAMFISA electronically on the NAMFISA ERS.
(2) Where necessary and when so directed by NAMFISA, the applicant must submit specified documentation manually to NAMFISA. Effect of cancellation of registration
11. On and from the date of cancellation of the registration, the manager shall cease to act
as such.
SUPPORTING SCHEDULES
12. The following supporting schedule is attached to, and form part of this Standard:
Schedule 1: - Application form for cancellation of registration granted pursuant to section 176 of
the Act, or for variation of the conditions for registration.
SCHEDULE 1
APPLICATION FORM FOR CANCELLATION OF REGISTRATION GRANTED PURSUANT TO SECTION 176 OF THE ACT, OR FOR VARIATION OF THE CONDITIONS FOR REGISTRATION Please complete in full:
MANAGER
Full Name: ...........................................................................................................................................
Company Registration Number: ..........................................................................................................
NAMFISA Registration Number: ........................................................................................................
Income Tax Number: ...........................................................................................................................
CONTACT DETAILS
Physical address: ..................................................................................................................................
Postal address: ......................................................................................................................................
22 Applicant to attach the original copy of letter or document of authorisation.

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Tel. Work: .............................................................................................................................................
Cell. No: ...............................................................................................................................................
Email address: ......................................................................................................................................
DETAILS OF PRINCIPAL OFFICER
First Names: .........................................................................................................................................
Surname: ..............................................................................................................................................
ID/Passport No: ....................................................................................................................................
Nationality: ..........................................................................................................................................
Gender: .................................................................................................................................................
Physical address: ..................................................................................................................................
Postal Address: .....................................................................................................................................
Tel: ........................................................................................................................................................
Mobile: .................................................................................................................................................
Email address: ......................................................................................................................................

DETAIL OF SHAREHOLDER(S)
Name Shareholding
DETAILS OF BOARD OF DIRECTORS
Name Nationality Executive/Non-Executive
Name of the Board Chairperson: ........................................................................................................
Name Name of Chairperson(s) of sub-committee(s) DETAILS OF AUDITOR
..............................................................................................................................................................
..............................................................................................................................................................

244 Government Gazette 22 December 2021 7713
..............................................................................................................................................................
..............................................................................................................................................................
DETAILS OF TRUSTEE OR CUSTODIAN
..............................................................................................................................................................
..............................................................................................................................................................
..............................................................................................................................................................
..............................................................................................................................................................
DECLARATION BY PRINCIPAL OFFICER OR DULY AUTHORISED PERSON DECLARATION BY APPLICANT I, _________________________ (full names), in my capacity as ___________________________ of the applicant referred to herein, hereby declare under oath/affirm as follows:

all the information provided in this application (including all attachments) is complete,
true and correct;
I read and understand the provisions in the conditions and hereby declare/affirm that
the applicant will comply with such provisions and any other provisions as may be determined by the NAMFISA ; and
I understand that if any information in this application changes before this application
is approved, we must notify NAMFISA in writing immediately of the changes. I know and understand the content of this declaration. I do not have objections to taking the prescribed oath/affirmation. I consider the prescribed oath/affirmation to be binding on my conscience. ___________________________ SIGNATURE OF DEPONENT I hereby declare that the deponent has sworn/affirmed to and signed this statement in my presence at _________________________ on the _______ day of ___________________ 20 _______ , and he/she declared/affirmed as follows: that the facts herein contained fall within his/her personal knowledge and that he/she understands the contents hereof; that he/she has no objection to taking the oath/affirmation; and that he/she regards the oath/affirmation as binding on his/her conscience. __________________________________________ SIGNATURE OF COMMISSIONER OF OATHS FULL NAMES: _______________________________________________ CAPACITY: __________________________________________________ ADDRESS: __________________________________________________

7713 Government Gazette 22 December 2021 245
SCHEDULE 2
TEMPLATE FOR WRITTEN REPRESENTATIONS: DRAFT PROPOSED STANDARDS NAME STANDARD COMMENT/ DESCRIPTION OF ISSUE PROPOSED AMENDMENT ________________

246 Government Gazette 22 December 2021 7713
SCHEDULE 1
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
RETIREMENT FUNDS
THE DEFINITION OF “ACTUARIAL SURPLUS”
Standard No. RF.S.5.1 issued by NAMFISA under section 410(6)(a) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard-
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “benefits” in relation to a fund means any amount payable to a member, dependent or nominee in terms of the fund’s rules, under the following circumstances:
(i) retirement;
(ii) death and disability;
(iii) member induced termination of membership; (iv) employer induced termination of membership; (v) liquidation or dissolution of a fund; and (vi) any other circumstance as may be specified in the fund’s rules. (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including, without limitation, the following- (a) as defined in section 1 of the Act:
(i) board;
(ii) NAMFISA
(b) as defined in section 249 of the Act:
(i) defined benefit fund; and
(ii) fund.
Actuarial surplus
In relation to a fund which is subject to actuarial valuation-
(a) “accrued assets” means the value of the fund on the valuation date; (b) “accrued liabilities” means the value of future benefits accrued by members for service prior to the valuation date together with the value of any contingency reserve accounts established by the board of the fund; (c) “accrued surplus” or “accrued deficit” means the result calculated in accordance with clause 4; (d) “net actuarial surplus” or “net actuarial deficit” means the result calculated in accordance with clause 6. (e) “unaccrued assets” means the value of future contributions to the fund on the valuation date;

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(f) “unaccrued liabilities” means the value on the valuation date of future benefits for present members to be earned as a result of future service; (g) “unaccrued surplus” or “unaccrued deficit” means the result calculated in accordance with clause 5.
3. This standard applies only to funds which are defined benefit funds.
4. Accrued surplus or accrued deficit is calculated as follows:
A – B = C where
A is the value that the valuator has placed on the accrued assets of the fund; B is the value that the valuator has placed on the accrued liabilities of the fund; and C equals:
an accrued surplus if C is more than zero; or an accrued deficit if C is less than zero.
5. Unaccrued surplus or unaccrued deficit is calculated as follows:
D – E = F where
D is the value that the valuator has placed on the unaccrued assets of the fund; E is the value that the valuator has placed on the unaccrued liabilities of the fund; and F equals:
an unaccrued surplus if F is more than zero; or an unaccrued deficit if F is less than zero.
6. (a) Net actuarial surplus means:
C, if C is more than zero and F is also more than zero; or C + F if C is more than zero and F is less than zero, and the result is positive. (b) Net actuarial deficit means:
C, if C is less than zero and F is more than zero or C + F, if C is less than zero and F is also less than zero; or F, if C is more than zero and F is less than zero. ________________

248 Government Gazette 22 December 2021 7713
FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021
RETIREMENT FUNDS
REQUIREMENT FOR AN INVESTIGATION BY AND THE REPORT OF A VALUATOR ON THE FINANCIAL POSITION OF A FUND AND THE FORM OF A SUMMARY OF SUCH REPORT Standard No. RF.S.5.2 issued by NAMFISA under sections 410(6)((h) and 410(6)(o) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard-
(a) “Act” means the Financial Institutions and Markets Act, 2021 (Act No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (b) “current liabilities” means any liabilities of the retirement fund, other than the technical provisions; (c) “discretionary retirement or other benefits increase” means an increase in the retirement or other benefits awarded to members, spouses or beneficiaries at the discretion of the board; (d) “funding ratio” means the actuarial value of the assets to the total liabilities, expressed as a percentage; (e) “insured benefit” means a death, disability or funeral benefit or any other contingent benefit which does not form part of the retirement benefit, for which the retirement fund holds an insurance policy; (f) “report by a valuator” means a written report, prepared and signed by a valuator, valuing the assets of the retirement fund and determining the technical provisions of the fund, and on the financial soundness requirement of the retirement fund since the last actuarial valuation; (g) “technical provisions” mean (i) the systematic determination of accrued liabilities for retirement and other benefits; (ii) the concomitant prudent investment of accruing contributions and investment income in assets; and (iii) the systematic determination of contribution rates sufficient to fund emerging benefits in accordance with Standard RF.S.5.5; all so as to ensure the ongoing solvency of the retirement fund and the fulfilment of members’ reasonable benefit expectations; (a) “total liabilities” means the sum of the liabilities in respect of accrued benefits referred to above in the definition of “technical provisions” and the current liabilities of the fund; (b) “value of assets” means the value of the assets of the fund determined by the valuator;

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(2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including without limitation, the following- (a) as defined in section 1 of the Act:
(i) NAMFISA;
(ii) retirement fund;
(iii) valuator
(b) as defined in section 249 of the Act:
(i) defined benefit fund;
(ii) defined contribution fund;
(iii) employer;
(iv) fair value;
(v) fund;
(vi) member;
(vii) retirement benefits;
(viii) sponsor; and
(ix) nominee.
Requirements for an investigation and report
2. This Standard applies to every retirement fund registered under the Act that is required to
cause the financial position of the fund to be investigated by the valuator of the fund pursuant to section 268 of the Act, the valuator of such a fund and any independent valuator appointed by NAMFISA pursuant to section 272(5) of the Act.
3. The report by a valuator of a fund must be made in accordance with clause 4 or 5, as
applicable.
4. In the case of a fund that is a defined benefit fund, the report by a valuator may include-
(a) an opening statement setting out the objectives of the report and the date on which the report and the previous report were conducted; (b) disclosure of any standards and guidance notes considered in preparing the report; (c) a review of all the relevant developments since the previous report, including:
(i) formal for discretionary changes/awards in respect of retirement or other benefits; (ii) contribution rates paid and any changes thereto; (iii) changes in the profile or characteristics of the membership, if such changes are in excess of 20%; and (iv) changes in the investment policy that may reasonably be expected to increase the risk profile, or reduce the expected rate of return, of the fund’s investment portfolios (e.g., shifts in the asset mix from less volatile to more volatile classes or conversely); (d) a summary of the retirement and other benefits and contribution rates used in the valuation; (e) a summary of the data used in the report; (f) measures taken by the valuator to ensure the completeness and accuracy of data, and, if necessary, a qualification if the valuator has any reservations regarding the completeness and accuracy of the data;

250 Government Gazette 22 December 2021 7713
(g) details of how expenses, and risk benefits such as death, disability and other benefits are recognized in the technical provisions; (h) comment on appropriateness of reinsurance or self-insurance of risk benefits (where appropriate), taking into account the balance in any contingency reserve accounts and future recommended contributions for this purpose; (i) comments on financially significant events that have occurred since the report date, or that may be imminent, and the allowance for such events in the report, if applicable; (j) a summary of the assets of the retirement fund broken down into asset classes in accordance with the Regulation/s with respect to investments of retirement funds; (k) an explanation of and justification for the methodology and assumptions used to determine the actuarial value of assets, if different from the fair value of assets; (l) an assessment of the appropriateness/suitability of the asset portfolio in relation to the liability portfolio in terms of duration, liquidity requirements, expected growth rates of assets and liabilities, etcetera; (m) a description and justification of the valuation method and assumptions used to determine the technical provisions; (n) the technical provisions, and sensitivity testing of the technical provisions against changes in financially significant assumptions; (o) a comparison of the current period’s technical provisions with the technical provisions at the previous report date, quantifying the changes over the valuation period; (p) an analysis of the change in actuarial surplus or deficit as defined in standard RF.S.5.1; (q) recommendations for financing any actuarial deficit or the utilization of actuarial surplus, if applicable; (r) recommendations on the future contribution rates, indicating the circumstances under which contribution rates are expected to remain constant, increase or decrease; (s) where reserves have been held for specific contingencies and the valuator is of the opinion that these reserves require an increase or decrease, the valuator must quantify the increase or decrease, and recommend how these will be paid for or accommodated in the fund; (t) the valuator must provide a certification of the adequacy of matching of assets with liabilities of the fund; and (u) a certification of the suitability of the investment strategy.
5. In the case of a fund that is a defined contribution fund, the report of a valuator must include:
(a) an opening statement setting out the objectives of the report; (b) a review of all the relevant developments since the previous report, including:
(i) contribution rates paid and any changes thereto; (ii) changes in excess of 20% in the profile or characteristics of the membership, including changes in excess of 20% in active membership or retired membership; and

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(iii) changes in the investment policy that may reasonably be expected to increase the risk profile, or reduce the expected rate of return, of the fund’s investment portfolios (e.g., shifts in the asset mix from less volatile to more volatile classes or conversely); (c) a summary of the data used in the report; (d) measures taken by the valuator to ensure the completeness and accuracy of data, and if necessary, a qualification if the valuator has any reservations regarding the completeness and accuracy of the data; (e) a detailed description of the manner of financing expenses and any non-retirement or risk benefits, such as death or disability, including a clear delineation as to the financing provided by members and by employers and sponsors; (f) comment on appropriateness of reinsurance or self-insurance of risk benefits (where appropriate), taking into account the balance in any contingency reserve accounts and future recommended contributions for this purpose; (g) comments on financially significant events, if any, that have occurred since the report date, or that may be imminent, and the allowance for such events in the report; (h) a summary of the assets of the retirement fund by asset class in accordance with any Regulation/s with respect to the investments of a retirement fund; (i) the determination of the technical provisions; (j) an assessment of the appropriateness/suitability of the asset portfolio in relation to the liability portfolio in terms of duration, liquidity requirements, expected growth rates of assets and liabilities, etcetera; (k) a comparison of the current period’s technical provisions with the technical provisions at the previous report date, quantifying the changes over the valuation period; (l) an explanation of and justification for the methodology and assumptions used to determine the actuarial value of assets, if different from the fair value of assets; (m) a description and justification of the valuation method and assumptions used to determine the technical provisions; (n) the valuator must provide a certification of the matching of assets to liabilities.
6. A report referred to in clause 4 or 5 must include the certificate of the valuator on-
(a) the technical provisions and the funding ratio in accordance with Schedule 1 attached to this Standard; and (b) a schedule of contributions in accordance with Schedule 2 attached to this Standard. SUPPORTING SCHEDULES The following supporting schedules are attached to and form part of this Standard:
Schedule 1
Form of valuator’s certification of the determination of technical provisions and funding ratio
Schedule 2
Form of valuator’s certification of schedule of contributions

252 Government Gazette 22 December 2021 7713
Schedule 1
VALUATOR’S CERTIFICATE
Form of valuator’s certification of the determination of technical provisions and funding ratio Name of retirement fund Determination of technical provisions and funding ratio I, the undersigned, certify that, in my opinion, the determination of the fund’s technical provisions as at [insert effective date of valuation on which the calculation is based] is made in accordance with Standard No. RF.S.5.5: Determination of the Soundness of the Financial Position of a Fund for the purposes of section 272(3) of the Act. The calculation uses a method and assumptions determined in consultation with the board of the fund as set out in the statement of financial soundness principles dated [dd/mm/yyyy], as referred to in clauses 5 and 6 of RF.S.5.5 Technical Provisions [N$ amount] Current liabilities [N$ amount] Total liabilities [N$ amount] [Actuarial] value of assets [N$ amount] Current assets Reserves Funding ratio % __________________________ ___________________________ SIGNATURE DATE __________________________ ___________________________ FULL NAME IN PRINT QUALIFICATIONS _______________________ ___________________________ ADDRESS NAME OF EMPLOYER OF VALUATOR (If applicable)
Schedule 2
VALUATOR’S CERTIFICATE
Form of valuator’s certification of schedule of contributions Name of fund Adequacy of rates of contribution I, the undersigned, certify that, in my opinion:

This schedule of contributions is consistent with the statement of Financial Soundness principles
dated [dd/mm/yyyy], as referred to in clauses 5 and 6 of RF.S.5.5; and

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2. The financial soundness requirement can be expected to be met by the end of the period specified
in the rehabilitation plan dated [dd/mm/yyyy] OR The financial soundness requirement can be expected to continue to be met for the period for which the schedule is in force. [delete whichever alternative does not apply] The certification of the adequacy of the rates of contributions for the purpose of ensuring that the financial soundness requirement is met is not a certification of their adequacy for the purpose of securing the fund’s liabilities by the purchase of annuities, if the fund were to be wound up. Member contribution rate (category 1) [% of salary or nominal] Employer contribution rate (category 1) [% of salary or nominal] Member contribution rate (category 2) [% of salary or nominal] Employer contribution rate (category 2) [% of salary or nominal]
........
______________________________ ______________________________ SIGNATURE DATE ______________________________ ______________________________ FULL NAME IN PRINT QUALIFICATIONS ______________________________ ______________________________ ADDRESS NAME OF EMPLOYER OF VALUATOR (if applicable) ________________ FINANCIAL INSTITUTIONS AND MARKETS ACT, 2021 RETIREMENT FUNDS MINIMUM INFORMATION THAT MUST BE FURNISHED TO A FUND BY AN EMPLOYER WITH RESPECT TO THE PAYMENT OF CONTRIBUTIONS Standard No. RF.S.5.3 issued by NAMFISA under section 410(6)(j) of the Financial Institutions and Markets Act, 2021 Definitions

(1) In this Standard, “Act” means the Financial Institutions and Markets Act, 2021 (Act
No. 2 of 2021), and includes the regulations prescribed under the Act and the standards and other subordinate measures issued by NAMFISA under the Act; (2) Words and phrases defined in the Act have the same meaning in this Standard, unless the context indicates otherwise, including, without limitation, the following, which are defined in section 249 of the Act- (a) employer; (b) fund; (c) member; (d) retirement benefits; and (e) retirement fund. Applicability
This Standard is applicable to all retirement funds registered under the Act.

Draft Proposed Standards under the Financial Institutions and Markets Act 2021

Lineage: In force

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