Notice No. 11/2020 of April 21 on Special Registration and Authorization Requirements for Financial Institutions

PUBLISHED IN THE OFFICIAL GAZETTE, 1ST SERIES, NO. 53, OF APRIL 21 NOTICE NO. 11/2020 SUBJECT: FINANCIAL SYSTEM

• Requirements and Procedures for the Special Registration of Financial Institutions
• Authorization to Exercise Functions of Members of Governing Bodies Considering the need to confer greater rigor to the requirements and procedures for the special registration of Financial Institutions, branches, representation offices in Angola, Foreign-headquartered Financial Institutions, as well as members of governing and management bodies, with reference to the authorization foundations for exercising activities in the Angolan Financial System; Having also the need to strengthen compliance with the suitability, professional qualification, independence, and availability requirements of governing and management body members, indispensable for authorization to exercise functions; Attending that Financial Institutions must establish a clear and rigorous internal policy for the selection and evaluation of the suitability of their governing body members, in a concrete and objective manner, individually and collectively, through the preparation of justificatory reports for selected persons, which must accompany the authorization request to exercise functions submitted to the National Bank of Angola; Under the combined provisions of Article 64 of Law No. 12/15, dated June 17, the Framework Law for Financial Institutions, and of paragraph f) of paragraph 1 of Article 21, and paragraph d) of paragraph 1 of Article 51, both of Law No. 16/10, dated July 15, the National Bank of Angola Law.

CONTINUATION OF NOTICE NO. 11/2020 Page 2 of 55 I DETERMINE: CHAPTER I General Provisions Article 1. (Object)

1. This Notice establishes the requirements and procedures regarding the special registration of Financial Institutions under the supervision of the National Bank of Angola.
2. It is also applicable to authorization requests for exercising the following functions: a) Effective and substitute members of governing and supervisory bodies of Financial Institutions subject to the supervision of the National Bank of Angola, hereinafter designated as "Financial Institutions" or "Institution"; b) Managers of branches established abroad, of Financial Institutions headquartered in Angola; c) Managers of branches and representation offices established in Angola, of Financial Institutions headquartered in a foreign country; d) Holders of essential functions, with the necessary adaptations; and e) Members of governing bodies of Financial Institutions wishing to hold concurrent positions or functions, in accordance with Article 34 of the Framework Law for Financial Institutions.

CONTINUATION OF NOTICE NO. 11/2020 Page 3 of 55 Article 2. (Scope)

1. This Notice applies to Financial Institutions, hereinafter abbreviated as Institutions, that intend to exercise or are exercising activity within Angolan territory.
2. The following are also covered by this Notice: a) Natural and legal persons candidates for effective or substitute member of the governing bodies of Institutions supervised by the National Bank of Angola; b) Members with relevant management functions in Institutions; and c) Managers and directors of branches or representation offices subject to the supervision of the National Bank of Angola.

CONTINUATION OF NOTICE NO. 11/2020 Page 4 of 55 Article 3. (Definitions) Without prejudice to the definitions established in the Framework Law for Financial Institutions, for the purposes of this Notice, the following are understood: a) Manager: responsible for a function or organizational unit, who exercises significant influence over the current management of the Institution with direct hierarchical reporting to the governing body or, depending on the organizational structure, to one of its members. b) Relevant Management Functions: functions decisive for the execution of activities and financial solidity of the Institution. The relevance depends on the nature, size, complexity of business, and geographical deployment of the Institution, highlighting, among others: i. Finance; ii. Compliance; iii. Risk control; iv. Information technology; v. Risk-bearing areas; and vi. Audit.

c) Current Daily Management: set of decisions, taken on a daily and recurrent basis, regarding matters concerning the administration of the Institution, excluding matters related to business strategy definition, organizational and functional structure, statutorily mandated information disclosure, and relevant operations outside the scope of current management. d) Governing Body: group of persons, elected by partners or shareholders, entrusted with representing the company, deliberating on all matters, and performing all acts to achieve its corporate purpose. It includes, notably, the managers of limited liability companies provided for in Article 282 and members of the Board of Directors provided for in Article 425, both of Law No. 01/04, dated February 13 – Commercial Companies Law. e) Economic Group: set of Financial, Banking or Non-Banking Institutions, and Non-Financial Enterprises in which there is a dominance relationship of one Financial Institution over the others. f) Financial Group: set of resident and non-resident companies, possessing the nature of Financial Institutions, with the exception of Insurance-linked Social Security and Pension Institutions, in which there is a dominance relationship by a parent company supervised by the National Bank of Angola over other integrated companies. g) Independence: capacity to make value judgments and take decisions on the policies and processes of the Financial Institution without influence from current daily management and contrary external interests to the Institution's objectives. A governing body member is considered not meeting independence requirements when, notably:

CONTINUATION OF NOTICE NO. 11/2020 Page 5 of 55 i. Has or had within the last 12 (twelve) months an executive administrator position in the Institution; ii. Provides or provided within the last 12 (twelve) months services to the Institution; iii. Holds or represents a holder of qualified participation in the Institution's capital, or participation exceeding 2% (two percent), which allows, in the National Bank of Angola's understanding, to exercise significant influence in the Institution; iv. Receives a variable remuneration component granted by the Institution; v. Holds positions in the governing bodies of another company, without a formal investigation process for potential conflicts of interest; vi. Has a relationship of spouse, descendant, or ascendant, in the first and second degrees, with a person covered by at least one of the situations provided for in paragraphs i. to v. of this article; and, vii. Is covered by at least one of the situations referred to in paragraphs i. to iv. and vi. of this article, in a company that is in a dominance or group relationship with the one where it serves as a governing body member. h) Governing Bodies: the general assembly board, governing and supervisory bodies, as provided for in Law No. 01/04, dated February 13 – Commercial Companies Law.

CONTINUATION OF NOTICE NO. 11/2020 Page 6 of 55 CHAPTER II Special Registration of the Institution Article 4. (Special Registration)

1. After a favorable opinion on the establishment authorization process, the Institution may only begin its activity when registered in the special registry at the National Bank of Angola.
2. The special registration of Institutions authorized by the National Bank of Angol covers the following elements: a) Completion of Annex I of this Notice, which constitutes an integral part thereof; b) Date of establishment; c) Corporate name or designation; d) Corporate object/purpose; e) Legal form; f) Registered office address; g) Share capital; h) Transfer of quotas/shares; i) Identification of shareholders holding qualified participations, as well as their beneficial owners; j) Identification of governing, supervisory body members and general assembly board designated members, including directors with relevant management functions; k) Delegations of management powers, including, regarding governing body members, the assignment of portfolios or executive functions; and l) Shareholders' agreements.

CONTINUATION OF NOTICE NO. 11/2020 Page 7 of 55 Article 5. (Application for Registration of a Financial Institution)

1. The deadline to request any registration is 30 (thirty) days, counting from the date of definitive commercial registration of the Financial Institution or, for Foreign-headquartered Financial Institutions established in Angola, from their authorization to establish in Angola, or when the National Bank of Angola becomes aware of the facts subject to registration.
2. The registration request must be adequately supported by the information and documentation required by this Notice, notwithstanding spontaneous presentation by the Financial Institution or request for additional information and documentation by the National Bank of Angola, when deemed necessary for adequate analysis.
3. The special registration request must be submitted duly identified and supported by the information and documentation contained in Annex I of this Notice, which constitutes an integral part thereof.
4. In case of alteration of previously submitted registration elements to the National Bank of Angola, Financial Institutions must submit Annex I, expressly indicating the alterations and respective supporting elements. Article 6. (Decision)
5. Within a maximum period of 30 (thirty) days, counting from the registration request or, if applicable, from receipt of complementary information requested from the Financial Institution, the National Bank of Angola may oppose registration if it demonstrates the occurrence of circumstances provided for in the Framework Law for Financial Institutions.
6. Failure to oppose the request within the deadlines referred to in the preceding paragraph constitutes a presumption of tacit approval.

CONTINUATION OF NOTICE NO. 11/2020 Page 8 of 55 Article 7. (Financial Institution Register)

1. Institutions must register the following elements in the Financial Institutions Supervision System (SSIF): a) Financial Institution headquartered in Angola: i. Type of Financial Institution; ii. Corporate name or designation, including acronym; iii. Date of commencement of activity; iv. Registered office address; v. Tax identification number; vi. Share capital; vii. Nature of share capital; viii. Qualified participations in the share capital of other Financial and Non-Financial entities; ix. Identification of shareholders holding qualified participations; x. Identification of effective and substitute members of governing, supervisory bodies and general assembly board; xi. Identification of directors with relevant management functions; xii. Location and date of agency creation in Angola; xiii. Location and date of foreign subsidiary, branch, or representation office creation; xiv. Identification of managers or directors of foreign branches and representation offices; xv. Delegations of management powers; xvi. Shareholders' agreements (if applicable); and

CONTINUATION OF NOTICE NO. 11/2020 Page 9 of 55 xvii. Alterations occurring in the elements of the preceding paragraphs. b) Foreign Financial Institution with a branch or representation office in Angola: i. Type of Financial Institution; ii. Corporate name or designation, including acronym; iii. Date of establishment authorization; iv. Date of commencement of activity; v. Head office address; vi. Capital allocated to operations in Angola, when required; vii. Operations the Institution may perform in its home country and operations it intends to exercise in Angola; viii. Identification of directors or managers; and ix. Alterations occurring in the elements of the preceding paragraphs. 2. Financial Institutions are responsible for inserting and updating the elements in the preceding paragraph into SSIF, within a maximum period of 30 (thirty) days, counting from the date of receipt of authorization for the request or after communication to the National Bank of Angola. CHAPTER III Authorization to Exercise Functions Article 8. (Elements that Must Accompany the Request)

1. Authorization requests to exercise functions in Financial Institutions must be accompanied by the following elements: a) Self-assessment questionnaire on suitability, professional qualification, independence, and availability of candidates, duly completed, as provided in Annex II of this Notice, which constitutes an integral part thereof; b) Photocopy of identification document (Identity Card or Passport); c) Valid criminal record certificate, issued by the competent authority of the country of nationality or by the competent authority of the habitual residence country if different from the first; d) Nomination Committee resolution, prepared by the Institution, containing the result of the suitability evaluation for each candidate to exercise registered functions, as provided in Annex II of this Notice, which constitutes an integral part thereof; e) Simple photocopy of a document proving the candidate's appointment to the position in question (e.g., copy of general assembly or governing body resolution, when it is an appointment by co-optation, in accordance with paragraph b) of paragraph 2 of Article 425 of the Commercial Companies Law); f) Photocopy of the meeting minutes of the governing body of the latter Institution, proving that this body took note that the candidate intends to exercise functions in another Institution, whenever the authorization request concerns a candidate already authorized to exercise functions in another Institution supervised by the National Bank of Angola; and g) Document proving that the candidate has sufficient powers to definitively resolve in the Country all matters concerning their activity, when it concerns an authorization request for exercising functions of branch and/or representation office managers established in Angola, by Institutions headquartered in a foreign country.

CONTINUATION OF NOTICE NO. 11/2020 Page 10 of 55 2. The following documents must also be attached to the request: a) Collective evaluation report of the candidate, prepared by the Institution, containing the governing body's assessment result regarding whether the same possesses adequate qualification and professional experience, as well as, when applicable, sufficient availability to perform respective functions, and independence, when it concerns an authorization request for exercising functions in governing and supervisory bodies, as provided in Annex II, which constitutes an integral part of this Notice, including the Collective Assessment Matrix of the body, in accordance with Annex III of this Notice; and b) Updated version of the Institution's articles of association. 3. For authorization to exercise functions by all members of the governing or supervisory body, the counting period for evaluation by the National Bank of Angola, as provided in paragraph 4 of Article 62 of the Framework Law for Financial Institutions, begins only when all elements referred to in paragraphs 1 and 2 of this article are present in the file. Article 9. (Validity and Update of Questionnaire)

1. Institutions must submit a new candidate questionnaire for each authorization request to exercise functions, even if they are reappointed in the functions previously held, observing the format provided in Annex III of this Notice, which constitutes an integral part thereof.
2. Whenever, during the term, any subsequent fact occurs that may affect the candidate's suitability requirements and alters information in the previously submitted questionnaire, the Institution, as soon as it becomes aware of the relevant facts, must send to the National Bank of Angola the part of the questionnaire containing the alteration to be considered, together with a declaration signed by the person concerned and the Institution itself, from which it results that the information provided in the questionnaire now sent constitutes the only alterations to the last questionnaire submitted regarding (indicate name), with other previously provided answers remaining unchanged.
3. For the purposes of the preceding paragraph, subsequent facts are considered both those occurring after authorization to exercise functions is granted, and prior facts of which knowledge is only obtained after granting the said authorization. Article 10. (Collective Assessment Matrix) Institutions must send to the National Bank of Angola a Collective Assessment Matrix of candidates for governing and supervisory body members and management, whenever there is renewal of terms, even if there is total coincidence between the new composition and the previous governing body composition, as well as in cases of member alterations during the term, respecting the format provided in Annex IV of this Notice, which constitutes an integral part thereof. Article 11. (Submission of Request)
4. Institutions must submit a single authorization request for all members of the governing, supervisory, or management bodies intended to integrate said body, whenever they are, or are expected to be, designated at the same time.
5. Newly appointed candidates may only begin exercising their functions after respective authorization to exercise functions by the National Bank of Angola.
6. Reappointed candidates in their functions will remain exercising them, whereby the corresponding authorization request to exercise functions must be submitted to the National Bank of Angola within 30 (thirty) useful days after the reappointment resolution date. Article 12. (Refusal and Revocation of Authorization)
7. Lack of suitability, professional qualification, independence, or availability of governing body members, managers with relevant functions, or branch/representation office manager constitutes grounds for refusal of the respective authorization to exercise functions.
8. Refusal of authorization based on lack of some of the requirements mentioned in the preceding paragraph is communicated by the National Bank of Angola to the interested parties and the Financial Institution.
9. The term of governing body members may only begin after authorization by the National Bank of Angola, and the Institution must promote registration of said members' functions with the Commercial Registry Office after authorization.
10. Authorization to exercise functions may be revoked at any time upon occurrence of subsequent circumstances capable of determining non-compliance with the requirements on which authorization depends.
11. Authorization is revoked when it is verified that it was obtained through false declarations or other unlawful expedients, without prejudice to applicable sanctions.
12. Revocation of authorization to exercise functions has the effect of immediate cessation of the concerned member's functions, and the National Bank of Angola must communicate such fact to the said person and the Financial Institution, which adopts adequate measures for immediate cessation, promoting registration of the member's function cessation with the Commercial Registry Office.
13. The provisions in the preceding paragraphs apply, with necessary adaptations, to managers with relevant functions and branch/representation office managers. Article 13. (Registration with the National Bank of Angola)
14. Institutions must request the National Bank of Angola to register newly appointed candidates, when authorization to exercise functions was not previously requested prior to appointment, within 30 (thirty) days, counting from their respective start-of-functions date, in accordance with paragraph 1 of Article 60 of the Framework Law for Financial Institutions.
15. In cases of reappointment of all members composing the governing or supervisory body, when authorization to exercise functions was not previously requested prior to appointment, Institutions must request the National Bank of Angola to register reappointed persons at the time of submitting the authorization request to exercise functions.
16. In cases where authorization to exercise functions was previously requested prior to appointment, Institutions must request the National Bank of Angola to register newly appointed or reappointed candidates within 30 (thirty) days, counting from the date the said authorization was granted, under penalty of expiration, and such registration request must be accompanied by a copy of the minutes containing the resolution appointing the candidates.
17. The provisions in the preceding paragraphs apply to substitute member registration requests, with necessary adaptations.

CONTINUATION OF NOTICE NO. 11/2020 Page 15 of 55 CHAPTER IV Final Provisions Article 14. (Documents)

1. Any official documents required in the provisions of this Notice must have been issued less than 3 (three) months ago.
2. For foreign or non-resident citizens, demonstration of the veracity of provided information must be proven through any document, means, or procedure considered valid, suitable, and sufficient, namely, through an equivalent document issued by a competent authority of the country of origin.
3. All documents for request instruction, drafted in a foreign language, must be translated into Portuguese and duly certified. Article 15. (Electronic Register Transition) If the electronic register in use is not the Financial Institutions Supervision System (SSIF), as per Article 7 of this Notice, the National Bank of Angola reserves the right to determine another electronic system to be used. Article 16. (Sanctions) Violation of the mandatory provisions of this Notice constitutes an offense punishable under the Framework Law for Financial Institutions. Article 17. (Revocation) All provisions contrary to this Notice are revoked, namely Notice No. 11/2013 of July 10. Article 18. (Entry into Force) This Notice enters into force on the date of its publication. PUBLISHED. Luanda, April 02, 2020. THE GOVERNOR JOSÉ