COSOB Instruction No. 25-05 of June 25, 2025, Regarding Qualified Investors

The Algerian Democratic and Popular Republic 1 Commission for the Organization and Supervision of Stock Market Operations Commission d’Organisation et de Surveillance des Opérations de Bourse – COSOB - COSOB Instruction No. 25-05 of June 25, 2025, Regarding Qualified Investors

Article 1. – In application of the provisions of Article 61 (point 2) of the COSOB Regulation No. 23-04 of 10 Rabie Ethani 1445 corresponding to October 25, 2023, establishing the general regulation of the securities market, and of the provisions of Article 72 (point 2) of COSOB Regulation No. 24-02 of 20 Rabie Ethani 1446 corresponding to October 23, 2024, relating to collective investment undertakings in venture capital, this instruction aims, on the one hand, to set the threshold for turnover and total general balance sheet of companies as well as the value of the asset portfolio held by natural persons, beyond which they are considered qualified investors; and on the other hand, to specify the procedure to be followed for this purpose.

Art. 2. – A qualified investor is considered to be:

• Any company or group of companies whose consolidated total balance sheet exceeds two hundred million dinars (200,000,000 DA) or whose annual turnover exceeds four hundred million dinars (400,000,000 DA);
• Any natural person holding, directly or indirectly, a portfolio of securities and assimilated titles and/or cash deposits with a value exceeding fifty million dinars (50,000,000 DA).

Art. 3. – Any company or group of companies or natural person meeting the criteria referred to in Article 2 above may be recognized as a qualified investor, provided that they expressly request it from:

• Their Stock Market Intermediary (IOB) when the request concerns the subscription or purchase of securities that are subject to an admission request or admitted to trading on the market dedicated to professional investors;
• The Venture Capital Collective Investment Undertaking (OPCR) or the company responsible for its management, in the case where the request concerns the subscription or purchase of securities issued by the OPCR.

The Algerian Democratic and Popular Republic 2 Commission for the Organization and Supervision of Stock Market Operations Commission d’Organisation et de Surveillance des Opérations de Bourse – COSOB -

Art. 4. – The IOB, the OPCR, or its management company shall make available to clients a model that they can use to submit a request to be treated as a qualified investor. The application model, mentioned in the preceding paragraph, repeats the conditions set out in Article 2 above and includes a warning regarding inherent risks.

Art. 5. – The client requesting to be treated as a qualified investor must provide the following documents:

• In the case of a natural person, an official identification document of the client and, if applicable, of the beneficial owner, as well as the power of attorney;
• In the case of a company, the articles of association or the commercial register of the company, an official identification document of the person authorized to act on its behalf, as well as the authorization mandate;
• Documents justifying that the conditions set out in Article 2 above are met;
• The declaration of the client or their authorized representative, attesting that the information provided in the context of the application is accurate and reflects their actual situation on the day of the application.

Art. 6. – The IOB, the OPCR, or its management company must take all reasonable measures to verify that their clients meet the conditions set out in Article 2 above.

Art. 7. – The IOB, the OPCR, or its management company shall keep and update a register of qualified investors.

Art. 8. – This instruction repeals and replaces COSOB Instruction No. 24-08 of November 27, 2024, regarding qualified investors.

Art. 9. – This instruction enters into force as of the date of its signature.

Done in Algiers, on June 25, 2025 Youcef BOUZENADA