Circular to Banks and Financial Institutions No. 2026-03 of January 29, 2026

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Tunis, January 29, 2026.
CIRCULAR TO BANKS AND FINANCIAL INSTITUTIONS NO. 2026-3 Subject: Distribution of dividends for the fiscal year 2025.

The Governor of the Central Bank of Tunisia,
Having regard to Law No. 2016-35 of April 25, 2016, establishing the status of the Central Bank of Tunisia and in particular Articles 7, 8, and 18 thereof, Having regard to Law No. 2016-48 of July 11, 2016, on banks and financial institutions and in particular Articles 63 and 66 thereof, Having regard to Circular No. 2018-6 of June 5, 2018, on capital adequacy standards, Having regard to Circular No. 2021-5 of August 19, 2021, on the governance framework for banks and financial institutions, Having regard to the opinion of the Compliance Control Committee No. 2026-3 of January 28, 2026, as provided for in Article 42 of Law No. 2016-35, particularly its second paragraph regarding circulars having an urgent character, Considering that banks and financial institutions must pursue prudent dividend distribution policies to maintain and consolidate capital buffers above regulatory minimum levels, Considering the persistence of difficult economic conditions and their impact on businesses and individuals, Considering the imperatives of convergence toward Basel standards and IFRS norms, Decides:

Article 1 - The distribution of dividends for the fiscal year 2025 by banks and financial institutions shall be carried out under the following conditions:

• Up to a limit of 35% of the fiscal year 2025 profit for banks and financial institutions presenting solvency and Tier 1 ratios as of end-2025, after deduction of dividends to be paid, which exceed regulatory minimum levels by at least 2.5%;
• Without limit and subject to prior approval from the Central Bank of Tunisia, for banks and financial institutions presenting solvency and Tier 1 ratios as of end-2025, after deduction of dividends to be paid, which exceed regulatory minimum levels by at least 2.5% and 3.5%, respectively.

Article 2 - Without prejudice to the conditions set forth in Article 1 of this circular, prior approval from the Central Bank of Tunisia is required for any dividend distribution by banks and financial institutions:

• Not complying, as of end-2025, with the prudential capital adequacy standards set forth in Articles 50, 51, and 52 of the aforementioned Circular No. 2018-06.
• Whose audit opinion on their financial statements for the fiscal year closed on December 31, 2025, includes qualifications and/or observation paragraphs.

Article 3 - Any application for authorization to distribute dividends for the fiscal year 2025, in accordance with this circular, must be submitted to the Central Bank of Tunisia no later than fifteen (15) days before the date of the ordinary general meeting.

Article 4 - This circular does not apply to payment institutions.

Article 5 - This circular enters into force as of the date of its publication.

THE GOVERNOR,
Fethi Zouhaier NOURI