Regulation 14/2009 on Granting Licenses and Exercising Banking Activity for Banks and Foreign Bank Branches in Albania

REPUBLIC OF ALBANIA BANK OF ALBANIA SUPERVISORY COUNCIL D E C I S I O N No. 14, dated 11.03.2009 APPROVAL OF THE REGULATION “ON GRANTING THE LICENSE AND THE EXERCISE OF BANKING ACTIVITY OF BANKS AND BRANCHES OF FOREIGN BANKS IN THE REPUBLIC OF ALBANIA” In accordance with Article 12, “a” and Article 43, “c” of the Law No. 8269, dated 23.12.1997 “On the Bank of Albania” as amended, the Supervisory Council of the Bank of Albania, having regard to the proposal from the Supervision Department, D e c i d e d:

1. To approve the Regulation “On granting the license and the exercise of banking activity of banks and branches of foreign banks in the Republic of Albania” attached to this decision.
2. The Supervision Department is responsible for the implementation of this Decision.
3. The Foreign Relations, European Integration and Communication Department is responsible for the publication of this Decision in the Official Journal of the Republic of Albania and in the Official Bulletin of the Bank of Albania.
4. This Regulation shall enter into force on the 15th day following that of its publication in the Official Journal of the Republic of Albania.
5. The Regulation “On granting the license to carry out banking activity in the Republic of Albania, adopted by the Decision of the Supervisory Council of the Bank of Albania No.71, dated 11.09.2002, as amended by the Decision No.03, dated 26.01.2005, amended by the Decision No. 80, dated 25.10. 2006 shall be abrogated upon the entry into force of this Decision.
6. This decision shall take effect upon its approval. SECRETARY CHAIRMAIN OF THE SUPERVISORY COUNCIL Ylli Memisha Ardian Fullani

2 REGULATION “ON GRANTING THE LICENSE AND THE EXERCISE OF BANKING ACTIVITY OF BANKS AND BRANCHES OF FOREIGN BANKS IN THE REPUBLIC OF ALBANIA” (Adopted upon Decision No. 14, dated 11.03.2009 and amended upon Decision No. 33, dated 11.05.2011, Decision No. 28, dated 16.05.2012, Decision No. 55, dated 01.10.2014, Decision No. 15, dated 03.02.2016, Decision No. 46, dated 3.7.2019, Decision No. 61, dated 24.11.2021 and upon Decision No. 9, dated 1.4.2026 of the Supervisory Council of the Bank of Albania) Chapter I General provisions Article 1 Purpose The purpose of this Regulation is to set out the conditions, requirements, terms, documentation and procedures for: a) granting the license to the bank and the branch of a foreign bank to carry out banking and financial activity in the Republic of Albania; b) the approval of the additional activities for the bank and the branch of a foreign bank; c) the expansion of banking network after the licensing of the bank and the branch of a foreign bank; d) the obligations to notify the Bank of Albania during the exercise of the activity of a bank and the branch of foreign bank; e) the granting of the prior approvals during the exercise of the bank and branch of foreign bank activity; and f) the legal reorganisation of the bank (merger, separation). Article 2 Legal ground This regulation is approved in accordance with:

• the Law No.8269, dated 23.12.1997 “On the Bank of Albania”, Article 1, paragraph 4 letter ”b”; Article 3, paragraph 4 letter “c“ and Article 12, letter “a”.
• Chapter II of the Law No. 9662, dated 18.12.2006 "On Banks in the Republic of Albania”, hereinafter referred to this Regulation as the Law on Banks.
• Law No.9901, dated 14.04.2008 “On the traders and the commercial companies“.
• Law No.9723, dated 03.05.2007 “On the National Registration Centre”.

1Law No. 52/2014 dated 22.5.2014 “On insurance and reinsurance". 1 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014.

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2Law no. 9917, dated 19.05.2008 “On prevention of money laundering and terrorism financing”.

3Article 21 of the Law no.55/2020, dated 30.04.2020 “On payment services”. Article 3 Subjects

1. This Regulation shall apply to persons applying for a license to carry out banking and financial activity in the Republic of Albania, set out in Article 54 of the Law No. 9662, dated 18.12.2006 "On Banks in the Republic of Albania" as well as the banks and branches of foreign banks.
2. In addition to the activities stipulated in Article 54 of the Law No. 9662, dated 18.12.2006 “On Banks in the Republic of Albania”, banks and foreign banks branches may conduct the activity of vaults service, after the granting of the licence or the prior approval on the conduction of the additional activity from the Bank of Albania, in accordance with the provisions set forth in this Regulation4 . Article 4 Definitions
3. The terms used in this Regulation shall have the same meaning with the terms set out in Article 4 of the Law No. 9662, dated 18.12.2006 "On banks in the Republic of Albania”, 5as amended and in the Law no. 9917, dated 19.05.2008 “On prevention of money laundering and terrorism financing”, as amended.
4. Unless otherwise stated in paragraph 1 of this Article, for the purposes of implementing this Regulation, the following terms shall have these meanings: a. repurchase of the banks’ shares or repurchase of the related persons’ shares, shall have the meaning stipulated in the Law No. 9901, dated 14.04.2008 “On traders and commercial companies”; b. merger by absorption is the merging of two or more banks through the transferring of total assets and liabilities of the absorbed bank/banks to another existing bank, called the absorbing bank. This reorganisation form causes the break-up of the absorbed bank/banks for the owing of shares of the shareholders of the absorbed bank/banks into the absorbing bank; c. merger by creation, is the merger of two or more existing banks for the purposes of establishment of a new one, where these existing banks loose their legal personality and a new one is founded. The recently founded bank shall own all the assets and liabilities of the merged banks, for the owing of shares of the shareholders of the existing bank/banks into the new bank; 2 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 3 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 61, dated 24.11.2021. 4 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 33, dated 11.05.2011. 5 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

4 d. separation by creation, is the separation realised through the transfer of all assets and liabilities in two or more banks being founded recently (waiting), where the separated bank is assessed as separated without liquidation; e. separation by absorption, is the separation accomplished through the transfer of all assets and liabilities to two or some existing banks (expected) where the separated bank is assessed as broken without liquidation. f. 6bearer shares are shares of a legal person, whose ownership is transferred to the person that owns or holds the certificate/document of the bearer shares without the need of an agreement/contract for transferring the ownership of these shares; g. 7nominee shareholder is the registered shareholder of a legal person that holds shares on the current shareholder’s behalf (beneficiary owner), according to an agreement; h. 8shell bank is a bank, which does not have a physical presence, including lack of administration and management, and, which is not included in any regulated financial group. 3. 9For the purposes of this Regulation, a person of “good repute” is considered a shareholder or administrator of the bank, who is characterized by professional ethics and moral and financial integrity, as well as by compliance with the legal and regulatory framework. The shareholder or administrator shall be considered to have good reputation if he/she meets the following criteria: a) is not under indictment in criminal proceedings; b) has not been convicted of a criminal offence; c) has no outstanding financial or tax liabilities; d) is not subject to compulsory execution procedures; and e) is not included in the international sanctions lists. Chapter II Licensing Article 5 General requirements to acquire the license

1. The person applying to carry out banking activity in the Republic of Albania shall submit the application to acquire the license in written form to the Bank of Albania. The application is signed and submitted to the Bank of Albania by the founding shareholders of the proposed bank or by the foreign bank in the case this latter applies to carry out banking and financial activity in the Republic of Albania. The application is submitted to the Bank of Albania accompanied with the complete 6 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 7 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 8 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 9 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026.

5 documentation required by the Law on Banks and by this Regulation, in accordance with the forms attached and an integral part of this Regulation. 2. The provided documentation shall be in the Albanian language, either in original or a 10notarized11/legalized copy. In the case of the documentation issued by the competent authorities of a foreign country, the documentation must be legalized in one of the following ways: a) by the responsible authorities of the foreign country, as defined in the legislation in force of this country; or b) in accordance with the stipulations in the respective legal acts of the international law in this field, ratified by the Albanian state. 3. Notwithstanding the definition set out in paragraph 2 of this Article, the financial statements, in the case of foreign subjects, may be submitted in English language. 4. The documentation shall be submitted to the Bank of Albania in a closed envelope or sent via registered mail. 5. The person, after submitting the application and the related documentation, shall publish, for at least three regular days in two of the highest circulation newspapers, an announcement regarding its application to acquire a license as a bank or branch of a foreign bank in the Republic of Albania. The person applying for a license shall pay the costs of this announcement. Article 6 Capital requirements

1. The person/persons applying to exercise financial and banking activity in the Republic of Albania through the establishment and the license of a bank, shall deposit for this purpose at the Bank of Albania a minimum initial capital amounting not less than Lek 1 (one) billion, in accordance with the definitions stipulated in paragraph 2 of Article 18 of the Law on banks.
2. The foreign bank applying to carry out banking and financial activity in the Republic of Albania through its branch, shall deposit for this purpose to the Bank of Albania the endowed initial capital of this latter, amounting not less than Lek 1 (one) billion.
3. The payments or costs for the purchase or hire of the work premises and equipments, and the other operational costs shall not be included in the minimum initial capital amount required in accordance with paragraphs 1 and 2 of this Article. 10 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 11 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026.

6 Article 7 Requirements relating to the documentation for granting the license to the bank and branch of the foreign bank

1. The person applying to acquire a license for the purposes of carrying out banking and financial activity in the Republic of Albania, in addition to that stipulated in paragraph 1 of Article 17 of the Law on banks, shall submit also to the Bank of Albania the following documentation: a) the documentation regarding the education, professional experience and 12reputation of the executive directors of the proposed bank, in accordance with the requirements set out in the Law on banks and the regulatory by-laws issued by the Bank of Albania for this purpose, accompanied by a description of their job and responsibilities; b) the notarized statements relating to the source of the creation of such capital, accompanied with the supporting documentation in accordance with the stipulations of paragraph 2 of Article 13, of the Law on banks; c) 13if the direct shareholder is a legal person: i. the registration document in the Commercial Registry as a legal person and the statue of the company; ii. the respective legal documentation certifying the settlement of the unpaid fiscal obligations for the recent period, iii. organizational structure, iv. the statement regarding the position of the legal person in the group of companies it is part of, signed by 14his legal representative (if applicable), v. 15capital structure of the proposed shareholder up to the last beneficiary with qualifying and non-qualifying holding in bank capital (according to forms no. 3, no. 4 and no. 5, integral part of this regulation). In the information according to this letter shall be declared whether this structure comprises bearer shares or nominee shareholder, vi. 16holdings of the proposed shareholder in companies where he owns not less than 10% of the voting rights (if applicable), accompanied by a summary of the activity(ies) carried out by the latter, vii. the notarized statement for the regular payment of the obligations against the third parties, viii. 17trading activity data for the last seven years of the proposed shareholder with qualifying holding, and the audited financial statements for the last three years for each shareholder which reveal that the nature and financial sources of the proposed shareholder are such to provide additional capital for the bank activity, as well as the evidence for the adequacy of monetary funds in cash and in banks, for the capital payment18 , 12 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 13 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 14 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 15 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 16 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 17 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 18 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 61, dated 24.11.2021.

7 ix. certificates, relating to the proposed shareholder19 , issued by the competent authorities, in accordance with the respective jurisdiction, that: • the person is not under a criminal investigation (if applicable), • the person is not subject of any judgement for penal acts committed (if applicable), • the person has never been convicted by a final decision of a court for committing a criminal offence (if applicable), • the person is not under an obligatory execution process for unpaid obligations based on wealth, • the person is not subject of any insolvency, bankruptcy or liquidity procedures, etc. 20The aforementioned certificates shall be issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania. ix/1. 21the borrower’s certificate or report from the credit registry or an equivalent document issued by the competent authorities of the foreign state, which has been issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania, x. 22a statement containing information about working or business relationship, in accordance with legal stipulations, with persons with criminal convictions by a final court decision (form no. 15), xi. 23list of indirect holdings in bank’s capital of an amount no less than 5%, accompanied by the following information: ▪ the registration document in Commercial Registry as legal person(s) and the statute of the company(ies); ▪ the relevant documentation certifying he has/no unpaid fiscal obligations for the recent period; ▪ the notarized statement for the regular payment of obligations to third parties; ▪ certificates, issued by competent authorities in accordance with the respective jurisdiction, that: − the person is not under criminal prosecution (where applicable); − the person is not subject of any judgement of criminal offence committed; − the person has never been convicted for committing a criminal offence (where applicable); − the person is not under an obligatory execution process for unpaid obligations based on wealth; − the person is not subject of any insolvency, bankruptcy or liquidity procedures, etc. 19 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 20 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 21 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 22 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 23 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

8 The aforementioned certificates shall be issued no earlier than 3 months from the date of the application submission to the Bank of Albania. ▪ a statement containing information about close personal, working or business relationship, in accordance with legal stipulations, with persons with criminal convictions by a final court decision (form no. 15), ▪ 24the borrower’s certificate or report from the credit registry or an equivalent document issued by the competent authorities of the foreign state, which has been issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania, xii. 25the list of the individuals last beneficiaries in bank capital to an amount not less than 5%, accompanied by the following information: ▪ a notarized/legalized copy of the identification document and the Curriculum Vitae (in accordance with the form no. 6, part of this regulation); ▪ information on family relations with bank shareholders; ▪ the relevant legal document certifying the payment of all the fiscal obligations for the most recent period; ▪ the statement on regular payment of obligations to third parties (if any); ▪ certification issued by competent authorities that: − the person is not under criminal prosecution; − the person is not subject to criminal proceedings; − the person has never been subject to a criminal conviction; − the person is not under an obligatory settlement execution process for unpaid obligations based on wealth. The aforementioned certificates shall be issued no earlier than 3 months from the date of the application submission to the Bank of Albania. ▪ a statement containing information about close personal, working or business relationships, in accordance with legal stipulations, with persons with criminal convictions by a final court decision (form no. 15), ▪ 26the borrower’s certificate or report from the credit registry or an equivalent document issued by the competent authorities of the foreign state, which has been issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania, d) 27if the direct shareholder is a natural person/individual: i. 28a notarized/legalized copy of the identification document and a Curriculum Vitae (according to form no.6, an integral part of this regulation), 24 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 25 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 26 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 27 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 28 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

9 ii. 29a complete information on the interests based on his wealth or business(es), particularly the list of those businesses where he may have qualifying holdings and the respective percentage of such qualifying holding shares/quotas that he owns in the shareholder capital, ii/1. 30audited financial statements/data by legal auditors (in accordance with the form no. 12, integral part of this regulation). Where it proposes to own qualifying holding, the trading activity data for the last seven years, iii. information 31about his participation(s) in the steering councils of banks, iv. information 32about his participation(s) in the supervisory/administrative councils and/or steering organs of other non-banking commercial companies in and outside territory of the Republic of Albania, v. information 33about his participation(s) in the steering organs of business organisations, vi. information on the possible relations that shall exist between 34his private activity and the proposed activity, after the licensing of this latter, vii. 35a statement containing information about close personal, working or business relationships, in accordance with legal stipulations, with persons with criminal convictions by a final court decision (form no. 15), viii. the respective legal documentation certifying the payment of all the fiscal obligations for the most recent period, ix. a declaration of the trade natural person or of the individual on the regular settlement of its obligations versus the third parties (if having such ones), x. certificates issued by the competent authorities that: • the person is not under a penal investigation, • the person is not subject of a penal process for penal acts committed, • the person has never been condemned by a final decision of a court, • the person is not under an obligatory settlement execution process for unpaid obligations based on wealth; 36The aforementioned certificates shall be issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania. xi. 37the borrower’s certificate or report from the credit registry or an equivalent document issued by the competent authorities of the foreign state, which has been issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania, e) The proposed business-plan, in addition to the details set out in Article 17, paragraph 1, letter “e” of the banking law, shall include also the following: 29 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 30 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 31 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 32 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 33 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 34 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 35 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 36 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 37 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026.

10 i. the assessment of the proposed shareholder/shareholders on the Albanian banking system, the competitors, market characteristics and its development tendencies, ii. the strategy of the proposed bank relating to the objectives and the targeted position in the market, iii. the main reasons and arguments why the founding shareholder/shareholders are confident that the bank shall be successful, and the general strategy to achieve this success, iv. the organisational structure of the bank and the expected number of employees, v. the number of branches and agencies, alongside with the locations and terms the bank plans to open them, vi. the expectation for the financial state of the proposed bank for the first three years of exercising its activity (accounting balance, profit and loss statement, cash-flow statement 38(in accordance with the forms no. 7, no. 8, no. 9 and no. 10, an integral part of this regulation), the plan of pre-operational amortisation expenses, the profit distribution or losses covering plan, etc) including the main argues employed for these expectations, vii. identification of risks the bank expects to be exposed throughout the implementation of business plan, 39including the money laundering and/or terrorism financing risk, as well as a description of audit methods and systems the bank shall apply for the purposes of managing these risks. The subject, for the purposes to prepare the business-plan an calculate the indicators for the expected risks, shall consider the requirements set out in the Law on banks and in the by-laws implementing it, particularly the definitions stipulated by these latter relating to the maximum rates and limits of risks indicators; f) The certificate providing the payment of the commission for the purpose of processing the license. 2. The foreign bank may exercise banking activity in the Republic of Albania through opening a branch or the establishment of its subsidiary. 3. In case the subject applying for license is expected to be a branch or a subsidiary of a foreign bank, the application for acquiring a license, in addition to that stipulated in Article 17 of the Law on banks, is accompanied by the following documentation: a) the organisation and management scheme of the foreign bank b) the list of foreign bank administrators; c) the by-laws that set out and adjust the mutual relationships between the parent bank and its branch or subsidiary in Albania; d) information on the recent economic developments and the perspective of the origin country; e) information relating to the assessment of the bank performance issued by the supervisory authority of the respective country and 40by external credit assessment institutions (ECAI) (if any); 38 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 39 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 40 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

11 f) information relating to the management, strategy, capital ownership structure, the financial state of the foreign bank 41on individual and consolidated basis, if the bank is part of a financial/banking group; g) the documentation defined in letters “a” and “e” of paragraph 1, of this Article; h) 42policy and procedures on money laundering and terrorism financing risk management of the foreign bank; i) 43foreign bank reports on the number of suspicious transactions, as well as the number of the clients by risk category, for the last three years. Article 8 The analysing of the application for a license

1. The Bank of Albania shall analyse the submitted application and documentation for acquiring a license, in accordance with the requirements set out in the Law on banks and in this Regulation.
2. The Bank of Albania shall notify the person applying for a license if the documentation provided from this latter is incomplete and/or does not meet the requirements defined in the Law on banks and in this Regulation.
3. The Bank of Albania shall publish an announcement after the complete submission of the application and documentation for acquiring a license to carry out banking and financial activity in the Republic of Albania. The announcement shall include the name of the subject applying for license, names of the founding shareholders and the names of the main administrators of the bank or the proposed branch of a foreign bank.
4. The Bank of Albania, after the complete submission of the request for license, shall carry out the following operations: a) it shall analyse the whole information provided through the submitted documentation, and it may carry out the verifications it deems as necessary; b) it may hold and organise meetings, if deeming necessary, with: i. the proposed administrators of the bank or the branch of a foreign bank, and/or, ii. the founding shareholders of bank or with the legal representatives of the foreign bank (in case the submitted application relates to the licensing of the branch of a foreign bank). The purpose of organising and holding these meetings is the discussion of the objectives in the market, the provided business plan, the main proposed policies and the risks the bank or the branch of foreign bank shall bring about in the market, etc. 41 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 42 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 43 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

12 c) it assesses, based on the respective documentation and taking account of the results of the meeting held with the proposed administrators of the bank or the branch of a feign bank, if these latter have the required qualification to accomplish the provided business plan; d) it assesses the transparency of the share capital structure of the bank by analysing the following evidences: i. the structure of companies group where the proposed founding shareholder/shareholders is or may become part of, ii. the relationships with the company this latter has under control; e) it assesses the creation source of the capital and its structure 44and the information about any possible family relations or close personal, working or business relationships, in accordance with legal stipulations, with persons with criminal convictions by a final court decision, who might finance the proposed shareholder; f) it assesses the provided business plan, if this later is real and convincing; g) it assesses, based on the provided business plan, the novelty the bank shall bring in the market and the expectation of its survival under the conditions of a free competition in the market; h) it analyses the expected revenues of the bank or branch of the foreign bank, aiming the subject results with programmed profit within the first three years of its activity; i) it assesses, in accordance with the submitted business plan, the risk the bank or the branch of a foreign bank expects to encounter for the first three years of its activity to create the confidence that the subject shall carry out a safe and successful activity; j) it assesses the possibility of the proposed bank’s shareholders or the liquidity of the foreign bank to inject additional capital, if needed to afford the risks during the exercise of the activity; k) it assesses the organisational structure of the bank or the proposed branch of a foreign bank, for the purposes the management structure and the internal audit system provide the effective and prudential management of assets and resources, and do not hinder its effective supervision; l) it assesses and verifies the opinions provided from the public for the submitted application; m) it assesses the willingness of the proposed shareholders or of the foreign bank, to meet the requirements and obligations for the continuous supervision of the bank or the proposed branch of a foreign bank; 44 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

13 n) 45 in the case of the branch or subsidiary of the foreign bank, it sign a memorandum of understanding with the parent bank, regarding the submission by this later of the periodic information about the financial state of the foreign bank, as well as the information necessary for the prevention of money laundering and terrorism financing (AML/CFT), for the purposes of the consolidated supervision. Within the framework of consolidated supervision, the parent bank shall make available to the Bank of Albania complete, documented, and up-to-date information regarding the effective internal policies and measures implemented at group level in the field of AML/CFT, in accordance with international standards and best supervisory practices. 5. In the case of the branch of a foreign bank, in addition to that stipulation in paragraph 4 of this Article, Bank of Albania shall review and analyse: a) the economic and political conditions of the origin country; b) the features of the banking and/or financial system of the origin country, and the position of the foreign bank in the market; c) 46the banking supervision scheme in the country of origin, whether the foreign bank (parent) of the branch is subject to effective supervision in its home jurisdiction, including supervision for the purposes of preventing money laundering and terrorism financing, as well as the ability of banking supervisory authority of this country, for the purpose of meeting this function; d) the legislation and accounting practices that are implemented in the country of origin; e) 47the number of suspicious transactions and the number of clients by risk category of the foreign bank for the last 3 years; f) 48the sanctions set for the foreign bank by the competent/supervisory authorities, including also concerning money laundering and terrorism financing for the last three years. 6. The Bank of Albania, to carry out the assessments defined in this Article, in addition to reviewing the submitted documentation, 49shall cooperate with and request information from homologous supervisory authorities and institutions specialised in the fight against economic crime and organized crime and in anti-money laundering, 50the Financial Intelligence Agency, the Financial Supervision Authority, the Competition Authority, the General Directorate of Police, the Directorate of Taxes, etc. 6/1. 51The Bank of Albania, when assessing the fulfilment of the suitability and integrity criteria of bank shareholders and administrators, shall verify the sanctions lists issued by the United Nations (UN) and the European Union (EU), the United Nations (UN) press releases, as well as Integrated Lists of Announced Persons. 45 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 46 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 47 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 48 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 49 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 50 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 51 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026.

14 7. 52Where the Bank of Albania concludes, or is reasonably suspicious of the capital structure or of its source being associated to persons with criminal convictions by a final court decision, who have family relations or close personal, working or business relationship, in accordance with legal stipulations, with the proposed shareholders, or is related to tax havens or offshores companies, it notifies and requires from the 53Financial Intelligence Agency whether it has information regarding the proposed shareholders, and shall suspend the procedure on granting the license up to a response from the latter. Article 9 Prior approval of license or its refusal

1. The Bank of Albania shall give its initial approval only after it has been satisfied that:

a) there are met the requirements set out in article 19 of the Law on banks; b) there are met the requirements defined in paragraphs 4 and 5 of this Regulation; c) there are assessed the additional risks due to the ownership structure of the group the bank shall become part of or the branch of foreign bank, particularly in the relationships with its non-banking elements; d) from the analysis of the business plan data for the first three years of the activity, it comes out that the bank or the proposed branch of a foreign bank shall preserve the supervisory rates of the Bank of Albania; and e) 54the policy and internal procedures on the prevention of money laundering and terrorism financing address the identified risks in the framework of money laundering and terrorism financing risk administration system. 2. The Bank of Albania shall request the change of the proposed name for the bank expected to be granted the license, if it deems that this later may raise confusion to the public or to the banking system. 2/1. 55In addition to the stipulation in Article 19, paragraph 3 of the Law on banks, the Bank of Albania shall refuse the granting of a license, also if based on its evaluations, it deems that: a) granting the license would affect the public interest; b) direct or indirect shareholders of the proposed bank own bearer shares, or they are nominee shareholders; c) the bank to be granted the license or its proposed shareholders have a complex ownership and control structure; d) the proposed shareholder of the proposed bank is a shell bank; e) shareholders of the proposed bank represent high risk; f) 56the shareholders of the bank lack a good reputation; 52 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 53 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 54 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 55 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 56 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026.

15 g) 57the shareholders of the bank have been part of the ownership structure of a bank or financial institution whose license has been revoked as a measure by the Bank of Albania or by another supervisory authority. 2/2. 58 In any case, the Bank of Albania would not allow the creation or continuation of a shell bank activity. 3. The Bank of Albania shall inform in writing the applicant on the grant or refusal of the prior approval for a license 59with the relevant motivations, within fifteen business days from the date of taking the respective decision. Article 10 Notification for the new facts

1. The person applying for a license shall inform in writing the Bank of Albania on the new facts and circumstances being concluded after the grant of the initial approval for the license, as well as the changes they bring about in the submitted documentation, based on which the Bank of Albania has granted the prior approval for the license.
2. The notification as defined in paragraph 1 of this Article shall take place immediately, but in any case no later than 15 days from the occurrence or the informing of the person for the new facts or circumstances. Article 11 The license
3. The person having acquired the prior approval for license, shall apply in writing to the Bank of Albania for the grant of the license, by submitting the following documentation: a) the banking document that certifies the payment of the minimum initial capital amount or the transfer of the granted minimum initial capital of the branch of the foreign bank in accordance with the conditions set out in Article 18, paragraph 2 of the law on banks. 60In any case, if during the licensing process the equivalent amount in Albanian Lek is not met as a result of exchange rate fluctuations, the Bank of Albania shall require the replenishment of the deposited amount of capital, defined in article 6 of this regulation; b) the act of the initial registration as legal person or the registration of the branch of a foreign bank at 61the National Business Center; c) statute of the bank and the foundation act; d) the internal by-laws (internal policies, procedures and regulations) adopted by the steering organs of the bank or the branch of a foreign bank. The regulation purpose of these by-laws are the main activities that the new bank or the branch 57 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 58 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 59 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 60 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 61 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

16 of a foreign bank shall carry out, the policies for the management and control of crediting activity, the policies regarding the assessment, review, management, monitoring and control of major risks and exposure, and the way of creating the reserve funds to cover the losses from loans; e) the decision of the steering organs of the bank or of the relevant organs of the foreign bank in the case of the branch of a foreign bank, to hire the administrators. A short description of the powers of administrators shall be attached to these decisions, together with the specimen and the signature right for each of them; f) a legal act relating the acquiring of the right to use the premises where the banking and financial activity shall be carried out; g) the decision of the bank's shareholders assembly or body concerned of the parent bank for the branch of a foreign bank regarding the appointment of the statuary auditor, in accordance with the requirements of the Regulation “On the statutory auditor”. This decision is accompanied by the data for the number, date of license of statutory auditor, and for the legal authority that has issued this license; h) the respective contracts concerning the insurance against the main risks (fire, earthquake, etc) of the premises and equipments with the insurance companies; i) the contracts for the protection of premises and equipments provided by the physical security and protection companies; j) a certificate on taking the measures for the insurance of the bank’s environments from fire, issued by the competent authorities; k) certificate issued by the Insurance Deposits Agency on the meeting of the legal and by-law requirements concerning the deposits insurance; l) certificate for the payment of the commission for the grant of the license; m) the documentation regarding the members of Steering Council, the audit committee and the other administrators relating to the education, professional experience and their reputation, in accordance with the requirements of the Law on banks and the regulatory acts issued by the Bank of Albania to this extent. 2. The Bank of Albania, prior to the approval of the license shall carry out an on-site inspection of the technical and security conditions of the premises where the subject shall exercise the activity. The purpose of this inspection is to assess whether the subject has created conditions to meet the obligations defined in the by-law of the Bank of Albania, in terms of technical and security conditions of the premises within which the subject shall carry out its activity. Article 12 Commissions The bank or branch of a foreign bank, for the purposes of processing the application for license, granting the license and for the exercise its activity, shall pay to the Bank of Albania the following commissions for: a) processing the application for license.........LEK 300.000 ; b) granting of the license..................................LEK 200.000; c) validity of the license....................................LEK 50.000.

17 Chapter III Additional activities Article 13 Documentation required for additional activities The bank or the branch of a foreign bank, which after the grant of the license, requires to carry out additional activities, which are not included in the annex of the granted license, shall submit an application in writing to the Bank of Albania accompanied by the following documentation: a) the decision of the respective decision-making organ of the bank or the branch of a foreign bank, for the approval of the additional activity; b) the amended statute62 of the statute if this later contains a provision that sets out the purpose of the activity; c) the business plan/expectations of the bank or the branch of a foreign bank for the three forthcoming years relating to the additional activity. This documents shall describe the expected effect on the financial state of the bank or the branch of a foreign bank, that derives out from the additional activity applying to carry out, as well as the assessment of risks that bank or the branch of a foreign bank takes, during the conduction of this activity, in order these risks be within the limits laid down in the by-laws issued by the Bank of Albania; d) the documentation that certifies the professional ability of the employees of the bank or the branch of a foreign bank, who are expected to carry out these activities; e) the data that reveal the meeting of the administrative and technical conditions (regulations, instructions, procedures, manuals, etc.) needed for the exercise of the additional financial activity. Chapter IV Expansion of banking network, prior approvals and the obligation for notification Subchapter I Expansion of banking network within the territory of the Republic of Albania Article 14 The opening of one or some new agencies/branches

1. The bank or the branch of a foreign bank, which requires expanding its network within the territory of the Republic of Albania, shall submit an application in written form for the granting of the initial approval from the Bank of Albania. This application is accompanied by the following documentation: 62 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014.

18 a) the decision of the competent organ of the bank or the branch of a foreign bank for the approval of the opening of a branch/branches or agency/agencies; b) data on the location and the proposed area for carrying out the activity of the branch or of the agency; c) a copy of the internal regulatory by-law of the organisation of the new proposed branch or agency, which sets out the functions, duties, responsibilities and the types of banking and/or financial activities to be carried out by this latter; d) a short description of the competences of the principal director/directors of the branch or agency; e) the business-plan of the branch or agency, which should particularly reflect the expectation of profit and loss, the accounting balance and the cash flow statement for the first three years of the branch or the agency’s activity. f) 63a description of the risks towards which the bank expects to be exposed throughout business plan implementation, including the money laundering and/or terrorism financing risk; g) 64a description of control systems on the prevention of money laundering and terrorism financing in the branch or agency, as well as a description of the monitoring and reporting process of suspicious transactions; h) 65a description of the responsibilities of the person in charge for the prevention of money laundering and terrorism financing, in the opening branch or agency. 2. The procedure of analysing the documentation relating to the grant of the initial approval for the expansion of the banking network shall take place in two phases. In the first phase, the Bank of Albania provides its agreement regarding the network expansion, after the analysis of the submitted documentation, it has been satisfied that: a) for banks: I. the core capital of the bank, due to the opening of the branch or the agency, shall not fall under the level of the minimum initial capital amount as required from the Bank of Albania, II. 66the most recent overall assessment of bank, according to Risk Assessment System, is not "poor" or "critical”, III. the adequacy capital ratio of the bank, after the accomplishment of the expansion, does not fall under the required minimum level, IV. this expansion does not impose any risk to the financial and supervisory position, or the operational continuity of the bank. b) for the branch of foreign bank: I. there is not imposed any threat to the required risk levels set out in the applicable regulation” On the management of the risk in the activity of the branches of foreign banks”, 63 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 64 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 65 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 66 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 15, dated 03.02.2016.

19 II. the economic/financial performance after the expansion is expected to be satisfied, based on the business plan provided for the first three years of the activity of the new branch or agency, III. the expansion does not jeopardize the supervisory position of the bank relating to the organisational requirements and the financial indicators, or IV. the structure of the banking and/or financial market due to the expansion does not impinge the competition principle. 3. The bank or the branch of a foreign bank, which is notified on the agreement of the Bank of Albania for the expansion of the banking network, has the right to initiate the preparatory operations to meet the requirements and the documentation required in the second phase of this process. 4. The bank or the branch of a foreign bank, for the purpose of implementing paragraph 3 of this article, should have submitted to the Bank of Albania the complete documentation required in the second phase of this procedure within six months from the date of receiving the notification for the agreement of the Bank of Albania on the banking network expansion. In case of failure to meet this obligation, the bank or the branch of a foreign bank is obliged to repeat the submission of the application to the Bank of Albania for the grant of prior approval for the expansion of the banking network. The new procedure for this purpose shall begin based on this later. 5. In the second phase, the Bank of Albania shall give the prior approval for the expansion of the bank network. This approval shall be given only after the completion and the analysis of the following documentation: a) the agreement on the insurance of the premises and equipments with the insurance companies; b) the agreement on the protection of premises and appliances with the companies providing the service of physical security and protection; c) the certificate on the insurance against fire of the agency or branch premises, issued by the competent organs for the prevention of fires; d) the legal act based on which the subject is vested with the right to use the premises where the agency or the branch shall carry out the financial and banking activity; e) the correct address of the new branch or agency; and f) the notification in written form from the bank or the branch of a foreign bank for the completion of the technical and security conditions in accordance with the applicable legal acts and by-laws, for the conduction of the financial and banking activity. 6. The bank or the branch of a foreign bank is permitted to start to carry out the banking and financial activity in the agency/agencies or in the branch/branches only after acquiring the prior approval for this purpose from the Bank of Albania.

20 7. The Bank of Albania carries out the on-site inspection regarding the meeting of the conditions defined in this Regulation, even after that the branch or agency has started to exercise the banking and financial activity. 8. The Bank of Albania has the right to suspend the exercise of the branch/agency activity and/or to revoke the granting of initial approval for the expansion of banking network, if after the accomplishment of the on-site inspection, it concludes that there are not met the technical and security conditions for the exercise of the banking and financial activity. Article 1567 Requirements for the prior approval for a representative office Subchapter II Expansion of the banking network outside the territory of the Republic of Albania Article 16 The opening of the branch, subsidiary, agency or representative office

1. 68The bank requiring to open a branch, a subsidiary, an agency or a representative office outside the Republic of Albania, shall be granted the prior approval by the Bank of Albania and it shall submit an application in a written form, accompanied by the following documentation: a) for the opening of a branch or an agency: i. the decision of the decision-making organ on the approval of this expansion outside the Republic of Albania, ii. the location and the area for the purpose of carrying out the activity, from the proposed branch or agency, iii. the regulations of the proposed branch or agency, where are defined the activities to be carried out, iv. the business-plan for the branch or the agency for the first three years of the activity, v. the capital amount to be invested abroad, as well as the payments or costs for the purposes of purchase or hire the work premises and equipment, and other operational costs, vi. information about the person/persons proposed as directors of the branch or of the agency, accompanied by a brief description of the respective competences, vii. the expectation of the bank for its financial result following the accomplishment of this expansion and its impact on the financial condition of the bank, 67 Repealed upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 68 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 61, dated 24.11.2021.

21 viii. the organisational structure of the branch/agency together with the proposed number of employees, ix. the proposed name to be used by the branch, that shall correspond to the bank name, x. information on the deposit insurance scheme in the country where the branch shall be open; xii. the information on the adequacy of the internal control rules and procedures and the information of the bank compliance function, for covering control functions of the branch or agency activity outside the Republic of Albania; xiii. the information on economic and political conditions of the country where the branch or agency shall carry out its activity(ies); xiv. evaluation of the banking and/or financial system features of the country where the branch or agency shall carry out its activity(ies); xv. information on the banking supervision scheme in the country where the branch or agency shall carry out its activity(ies). b) for the opening of a subsidiary: i. the decision of the decision-making organ on the approval of this expansion outside the Republic of Albania, ii. the location and the area for the purpose of carrying out the activity of the proposed subsidiary, iii. the regulations of the subsidiary, where are defined the activities to be carried out, iv. the capital amount to be invested abroad, as well as the payments or costs for the purposes of purchase or hire the work premises and equipments, and other operational costs, v. information on the adequacy of rules and procedures of the internal control and the compliance function of the bank, to cover the control functions of the subsidiary activity, vi. the business-plan of the subsidiary and the expectation of the network expansion impact on the financial condition of the bank, for the first three years of the activity, vii. information about the main administrators of the subsidiary, viii. information on the key managers of the subsidiary, ix. information for the identity, residency or head office as well the commercial data of the last year for each person, who shall own qualifying holding in the subsidiary, x. the financial and banking activities the subsidiary expects to carry out, xi. the information about the legislation and accounting standards that apply in the country where the subsidiary shall carry out its activity(ies), xii. the information on economic and political conditions of the country where the subsidiary shall carry out its activity(ies), xiii. the evaluation of the banking and/or financial system features of the country where the subsidiary shall carry out its activity(ies), xiv. the information on the banking supervision scheme in the country where the subsidiary shall carry out its activity(ies). c) for the opening of a representative office:

22 i. the decision of the decision-making organ on the approval of this expansion outside the Republic of Albania and of the designation of the person who will be the head of representative office, ii. the location and the area for the purpose of carrying out the activity of the proposed representative office, iii. the operational regulation of the representative office, iv. the capital amount to be invested abroad (if it’s applicable), as well as the payments or costs for the purposes of purchase or hire the work premises and equipments, and other operational costs, v. information about the person/persons proposed as directors of the representative office, accompanied by a brief description of the respective competences, vi. the expectation of the bank for its financial result following the accomplishment of this expansion and its impact on the financial condition of the bank, vii. the expected duration of the activity of the representative office. 2. 69Bank of Albania, in addition to the stipulation in paragraph 1, 70letter “a” and “b” of this Article, will consider and analyze: a) the economic and political conditions of the country where the branch, agency or subsidiary will carry out the activity; b) the features/characteristics of the banking and/or financial system of the country where the branch, agency or subsidiary will carry out the activity; c) scheme of the banking supervision in the country where the branch, agency or subsidiary will carry out the activity, and the ability of the banking supervision authority in that country, to accomplish this function; d) accounting legislation and practices that are applicable in the country where the branch, agency or subsidiary will carry out the activity, 71and the legal impediments on providing information from the branch, agency or subsidiary, that are related to the risk assessment, including the money laundering and terrorism financing risk, and to the statistics on the reporting of suspicious transactions; e) 72the sectoral and country risks, money laundering and terrorism financing risk and the country assessments by international organisations (such as Moneyval Committee, etc); f) 73bank’s ability on integrating the risk administration systems, control and compliance systems in group level, including the money laundering and terrorism financing risk. 3. 74The Bank of Albania shall give its prior approval for the opening of the branch, an agency or a subsidiary of the bank outside the Republic of Albania, only after it has been satisfied that after the analysis of the documentation provided in accordance 69 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014. 70 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 61, dated 24.11.2021. 71 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 72 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 73 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 74 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 61, dated 24.11.2021.

23 with letter “a” or "b”, of paragraph 1 of this Article and based on the analysis stipulated in paragraph 2 of this article, there are met the criteria set out in paragraph 2, letter “a” of Article 14 of this Regulation. 3/1. 75The Bank of Albania shall give its prior approval for the opening of the representative office outside the Republic of Albania, only after the analysis of the documentation provided in accordance with letter “c”, of paragraph 1 of this Article. 4. The branches of banks that are open outside the territory of the Republic of Albania shall carry out only those activities stipulated in the annex to the license granted to the parent bank. Subchapter III Other prior approvals Article 17 Change of qualifying holding

1. The Bank of Albania shall approve the changes (purchase, sale or transfer) of the 76direct or indirect qualifying holding of a bank, in accordance with the criteria set out in Article 24, paragraph 1, letters “k” and “l”, and in Article 25 of the Law on banks.
2. The person requesting to own a 77direct or indirect qualifying holding in a bank, shall submit to the Bank of Albania the following documentation: a) the application for the change of the 78direct or indirect qualifying holding accompanied by the decision of the Shareholders Assembly of the bank, on the approval of this change; b) the documentation as required in Article 7, paragraph 1, letters “b”, “c” and “d” of this Regulation; c) in the case and whenever due to the change of 79direct or indirect qualifying holding, in the share capital of the bank it is included a new shareholder, this latter shall submit the notarized statement by virtue of which it is engaged to preserve the clients’ interests of the bank; d) a copy of the signed agreement/contract or of the legal act on the change of the 80direct or indirect qualifying holding; e) 81repealed; f) notarized statement relating to the creation source of funds to be used for the payment of the bank capital and the settlement of the possible tax duties for these later, accompanied with the justifying documentation as stipulated in paragraph 2 of Article 13 of the Law “On banks”; g) 82the consent of the supervisory authority of the home country on the ownership of this qualifying holding, when the person requiring the 75 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 61, dated 24.11.2021. 76 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 77 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 78 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 79 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 80 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 81 Repealed upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 82 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

24 ownership or the change of the direct or indirect qualifying holding, is a foreign bank or a licensed foreign financial institution. h) 83the business plan in accordance with requirements laid down in Article 7, paragraph 1, letter “e” of this Regulation, in the event a transfer is requested of the 84direct or indirect qualifying holding that exceeds 33 or 50% of bank's capital or voting right or at an amount that the bank would become its subsidiary; i) 85when the person requiring the ownership or the change of the direct or indirect qualifying holding, is a bank or a non-bank financial entity licensed by the Bank of Albania, only the documentation required in letters “a”, “c”, “d” and “h” of this paragraph shall be submitted. 3. The Bank of Albania, once the documentation as required is completed, shall publish the announcement for the submitted application for the change of 86direct or indirect qualifying holding of the bank. 4. The Bank of Albania, to assess and analyse the meeting of the requirements set out in this Article, in addition to the administered documentation, 87 shall cooperate with and request information from homologous supervisory authorities and institutions specialised in the fight against economic crime and organized crime and in anti-money laundering, 88the Financial Intelligence Agency, the Financial Supervision Authority, the Competition Authority, the General Directorate of Police, the Directorate of Taxes, etc. 4/1. 89 The Bank of Albania, throughout the assessment in accordance with paragraph 4 of this article, complies also with the stipulations in paragraph 7 of the Article 8 of this Regulation. 5. The Bank of Albania shall approve or refuse the owing or the change of qualifying holding of the bank’s shares no later than 3 months from the date of submitting the complete documentation. 6. 90In addition to the stipulations in Article 25 of the Law on banks, the Bank of Albania shall refuse the transferring of the qualifying holding where it ascertains that the proposed shareholder: a) owns bearer shares or is a nominee shareholder; b) is a shell bank or is associated with a shell bank; c) has a complex ownership and control structure; d) 91 the proposed shareholders of the bank represent high risk and/or do not have good reputation. 83 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014. 84 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 85 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 86 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 87 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 88 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 89 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 90 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 91 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026.

25 7. 92The Bank of Albania shall interrupt the review of an application for approval of a qualifying holding change in case the required data and/or documentation are not completed by the bank within 6 (six) months after the date of the initial application for approval. In the event of interruption of the review procedure, the Bank of Albania shall notify the bank in writing. The bank shall be entitled to request the reopening of the prior approval procedure by submitting the relevant documentation. Article 18 Requirements for the documentation relating to the other prior approvals

1. The bank may change its name only after the prior approval in writing from the Bank of Albania. In this case, the bank shall submit the respective application to the Bank of Albania, accompanied by the following documentation: a) the decision of the Shareholders Assembly for the change of the bank name; b) an accompanying report on the content and the reasons for this change.
2. The Bank may change the statute only after the prior approval in writing by the Bank of Albania. In this case, the bank shall submit to the Bank of Albania the respective application accompanied by the following documentation: a) the decision of the Shareholders Assembly for the change of the statute; b) the draft-statute or the draft articles of the statute proposed to be changed; and c) an accompanying report on the content and reasons for this change.
3. In case the changes in the bank statute correlate to its capital increase through liquid assets, the respective application shall be submitted to the Bank of Albania, which shall give the approval for this proposal, once it is accomplished the capital increase.
4. The bank may decrease the capital only after the approval in writing of the Bank of Albania. In this case, the bank shall submit to the Bank of Albania the respective application accompanied by the following documentation: a) the decision of the Shareholders Assembly for the decrease of the capital; b) an accompanying report stating the reasons for this change; c) The financial effects of the capital decrease in the financial state of the bank (accounting balance, financial statements etc), accompanied by the opinion of the statutory auditor.
5. The bank may distribute its capital only upon the approval in writing of the Bank of Albania. In this case the bank shall submit to the Bank of Albania: a) the decision of the Shareholders Assembly for the distribution of the capital; b) an accompanying report about the distribution of shares and the reasons for this allocation; c) the agreements between the shareholders and/or third parties for the distribution of shares; 92 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026.

26 d) the financial impacts of the capital distribution on the financial state of the bank (accounting balance, financial statements, etc) accompanied by the opinion of the statutory auditor. 6. The bank may increase the capital through non-liquid assets only upon the prior approval of the Bank of Albania. In this case the bank shall submit to the Bank of Albania: a) the decision of the Shareholders Assembly for the increase of the capital; b) an accompanying report on the change size, the way and reasons for this change; c) a statement of the shareholders that the non-liquid capital shall not be part of the regulatory capital of the bank for the purposes of calculating the capital adequacy ratio; d) the assessment report of non-liquid asset/assets carried out by a licensed appraiser for the assessment of real estates. 7. The bank my repurchase its own shares or those of its connected persons, directly or through another person, by granting credits or issuing guarantees, only with the approval of the Bank of Albania. In this case, the bank shall submit to the Bank of Albania: a) the decision of the Shareholders Assembly for the repurchase of shares b) an accompanying report on the change and the reasons for this change; c) the respective agreements agreed with third parties for the credit/credits and/or the guarantee/guarantees for the repurchasing of shares. 8. The bank may conduct intermediation in insurance and reinsurance as stipulated in 93Law No. 52/2014 dated 22.5.2014 “On insurance and reinsurance", after prior approval from the Bank of Albania and after complying with all the legal requirements stipulated in the Law on the conduct of this activity. In this case, the bank shall submit to the Bank of Albania the following: 94 a. Application of the bank to be involved in the financial activity, providing an explanation on the activity it shall conduct, the level of undertaken risk, and the category of clients to whom this service shall be provided; b. Decision taken by the respective decision-making authority of the bank or branch of a foreign bank, approving the conducting of the financial activity; c. The amended statute95 , when the statute encompasses a provision, which sets out the object of this activity; d. Business plan to carry out such activity96; e. Internal rules and procedures related to the conduct and auditing of this activity. 9. 97The bank may invest more than 15% of its regulatory capital in the capital of a legal person that does not conduct banking activity, upon the prior approval by the Bank of 93 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014. 94 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 28, dated 16.05.2012. 95 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014. 96 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014.

27 Albania. In that case, the bank will submit the respective application to the Bank of Albania, along with the following documents: a) the decision of shareholders' assembly of the bank on the investment in the financial institution's equity. b) the accompanying report with the content of the proposed investment, and the strategy of the bank; c) way of realization, the amount and reasons for this investment; d) the agreement signed between the bank and the financial institution for participation in capital; e) the forecast on the supervisory indicators due to the investment (capital adequacy, regulatory capital, exposure) and the financial effects. 10. 98The Bank of Albania shall interrupt the procedures of analysing the application for approval, in the event the required data and/or documentation for approval are not completed by the entity within 6 (six) months after the initial application for approval. In the event of interrupting the evaluation procedure of application for approval, the Bank of Albania will inform the entity in writing. The entity will have the right to request the resumption of the prior approval process upon providing the new documentation. 11. The Bank of Albania may require, on a case-by-case basis, additional documents or information, if deeming necessary, in addition to that stipulated in this Article. Subchapter IV The obligation for notification Article 19 Requirements relating to the obligations for notification

1. The bank shall notify the Bank of Albania within 30 days for the increase of capital through liquid assets. In this case, the bank shall submit to the Bank of Albania the following documentation: a) the decision of the Shareholders Assembly for the increase of the capital; a/1) 99an accompanying report on capital increase; b) the notarized declaration relating to the creation source of the capital accompanied by the justifying documentation in accordance with the stipulation set out in paragraph 2 of Article 13, of the Law on banks.
2. The bank shall notify the Bank of Albania within 30 days for the changes in the capital’ structure. In this case the bank shall submit to the Bank of Albania: a) the act for the respective legal action (sale-purchase agreement, testament) that following shall bring about the changes in the capital structure; 97 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014. 98 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014. 99 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

28 b) the decision of the bank steering organ on granting the approval for the transfer of the shares’ ownership (if applicable); c) the accompanying report for the changes in the capital structure; d) notarized declaration 100of the beneficiary shareholder(s) relating to the creation source of the capital accompanied by the justifying documentation in accordance with the stipulation set out in paragraph 2, of Article 13, of the Law on banks; e) 101certification on beneficiary shareholders, issued by competent authorities in accordance with the relevant jurisdiction, that: a) the person is not under a criminal prosecution (where applicable); b) the person is not subject of any judgment for criminal offence committed (where applicable); c) the person has never been convicted for committing criminal offence (where applicable); d) the person is not under an obligatory execution process for unpaid obligations based on wealth; e) the person is not subject of any insolvency, bankruptcy or liquidity procedures, etc. (where applicable). The aforementioned certificates shall be issued no earlier than 3 months following the date of the application submission to the Bank of Albania. 3. The bank shall notify the Bank of Albania within 30 days for the changes of the legal seat (head office) and/or of its location/address where its branches or agencies carry out their activity 102and will submit the documentation laid down in paragraph 5, Article 14 of this Regulation, to the Bank of Albania. 4. The Bank of Albania, once receiving the notification for the change of the location/address of exercising the activity of the bank’ branches or agencies, may accomplish an on-site inspection for the meeting of the requirements set out in paragraph 5, of Article 14 of this Regulation. 5. 103Bank of Albania may refuse the bank to provide cross-border banking and/or financial services abroad as informed by the bank, if the Bank of Albania deems that: a) adequate systems are not established for the continuing management of risk arising from these services, which include, but are not limited to such factors as: i. risk of the country where this service will be provided; ii. compliance risk (legal risk); iii. legal and regulatory framework of the country where this service will be provided; 100 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 101 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 102 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014. 103 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 55, dated 01.10.2014.

29 iv. accounting standards of the country where this services will be provided; v. profitability and challenges in providing such service; b) the requirements for the publication of the needed information for such service to clients are not implemented, according to the following categories: i. name of the bank and location of head office (or local offices if applicable); ii. supervisory authority of the country of origin; iii. means of contacts for clients with the centre of service for clients related to the problems on the service to clients, for claims; etc.; iv. possibility to access the out-of-court solution schemes for clients' claims; v. any kind of information that may be requested or needed in accordance with the jurisdiction of the country where this service will be provided. and c) in any event: i. core capital of the bank, due to the supplying of this service, falls below the paid-in minimum capital required by the Bank of Albania; ii. 104the most recent overall assessment of bank, according to Risk Assessment System, 105is “poor” or "critical”; iii. capital adequacy ratio of the bank, upon the supplying of this service, falls below the minimum required rate; iv. supplying this service threatens the financial, supervisory position or the operational continuation of the bank, based on the forecasts for the first three years for such kind of service. 6. 106The Bank of Albania shall interrupt the review and assessment of the documentation submitted for the notifications provided for under this Article, if the required data and/or documentation are not completed by the bank within 6 (six) months after the date of the submission of such notification. In the event of interruption of the review procedure, the Bank of Albania shall notify the bank in writing. The bank shall be entitled to request the reopening of the review procedure of the notification, by submitting the relevant documentation. 7. 107The Bank of Albania may require, on a case-by-case basis, additional documents or information, if deeming necessary, in addition to what is provided for in this article. 104 Amended upon the decision of the Bank of Albania’s Supervisory Council, No.15, dated 03.02.2016. 105 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 106 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 107 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026.

30 Chapter V Reorganisation of the bank Subchapter I Merger Article 20 Requirements relating to the documentation for the merger by absorption

1. The bank shall not be reorganised through the merger by absorption without the prior approval in writing from the Bank of Albania.
2. The application for approval is made in writing by the absorbing bank, 108(in accordance with the form no. 1/1, integral part of this regulation) and is accompanied by the following documentation: a) the decision of the Shareholders Assembly of each bank involved in the operation for the approval of their reorganisation through the merger by absorption; b) The agreement/draft and the detailed report of the merger operation by absorption, signed by the legal representatives of banks involved in the merger. The agreement and the report are compiled in writing and in compliance with the requirements set out in the Law “On traders and commercial companies” and the other applicable legislation; c) the report of the independent licensed experts of various fields, to assess the terms of the merger draft-agreement; d) the draft-statute of the bank after the accomplishment of the merger operation by absorption; e) the strategic and operational plans to accomplish the absorption, where are included the needed analyses of the absorption and the expectations of the financial statements for the absorbing bank, prepared in accordance with Article 7, paragraph 1, letter “e” of this Regulation; f) in case of changes in the organizational structure of the absorbing bank, the new organizational structure shall contain a particular description of the work and responsibilities of individuals bearing special rights and responsibilities and the possible number of employees; g) in case of changes for the administrators of the absorbing bank, there shall be submitted the documentation in accordance with the requirements set out for the administrators in the Law “On banks in the Republic of Albania” and in the by￾laws of the Bank of Albania; 108 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

31 h) the new structure of the absorbing bank’s shareholders, including the direct and indirect shareholders; i) the balance-sheet of the absorbing bank and detailed data for its own share capital prepared on consolidated basis and certified by a statutory auditor; j) 109a description on the adequacy of the risk administration system, including the money laundering and terrorism financing risk of the absorbing bank, taking into consideration the potential risks that might arise throughout the merger by absorption process, and a description on how the risk administration systems shall be integrated within a reasonable time frame. Article 21 Requirements relating to the documentation for the merger by creation

1. The bank shall not carry out the reorganisation through the merger by creation without the prior approval in writing of the Bank of Albania.
2. The application for approval is made in written form by the existing banks 110(in accordance with the form no. 1/1, integral part of this regulation) and is accompanied by the following documentation: a) the decision of the Shareholders Assembly of each bank involved in the operation for the approval of their reorganisation through the merger by creation; b) the agreement/draft and the detailed report of the merger operation, signed by the legal representatives of banks to be merged, who shall meet the requirements stipulated in the Law “On traders and commercial companies” and the other applicable legislation; c) the report issued by the independent licensed experts of various fields, to assess the terms of the merger draft-agreement; d) the balance-sheet of the new bank with detailed data for the share capital prepared on consolidated basis and certified by the statutory auditor; e) 111a description on the adequacy of risk administration system of the new bank, including the money laundering and terrorism financing risk, taking into consideration also the potential risks that might arise throughout the merger by creation process, and a description on how the risk administration systems shall be integrated within a reasonable time frame. 109 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 110 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 111 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

32 Subchapter II Separation Article 22 Requirements relating to the documentation for the separation by creation

1. The Bank shall not carry out the reorganisation through the separation by creation without the prior approval in writing of the Bank of Albania.
2. The application for approval is made in writing by the bank to be separated 112(in accordance with the form no. 1/1, an integral part of this regulation) and is accompanied by the following documentation: a) the decision of the Shareholders Assembly of the bank to be separated for the approval of reorganisation operation through the separation by creation; b) the agreement/draft and the detailed report of the separation action, signed by the legal representatives of banks being involved in this operation, which is prepared in accordance with the requirements stipulated in the Law “On traders and commercial companies” and the other applicable legislation; c) the report of the independent licensed experts of various fields, to assess the terms of the separation draft-agreement; d) the balance-sheets of the new expected banks with detailed data for the share capital prepared on consolidated basis and certified by a statutory auditor; e) in case the capital of the bank to be separated does not meet the minimum initial capital required for the expected banks, attained due to the separation processes, there shall be deposited additional needed funds in a deposit account with the Bank of Albania; f) 113a description on the adequacy of risk administration system of the new receiving banks, including the money laundering and terrorism financing risk, taking into consideration also the potential risks that might arise throughout the separation by creation process. Article 23 Requirements relating to the documentation for the separation by absorption
3. The bank shall not carry out the reorganisation through the merger by absorption without acquiring the prior approval in written form of the Bank of Albania. 112 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 113 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

33 2. The Bank to be separated 114(in accordance with the form no. 1/1, integral part of this regulation) shall make the application for approval in writing and shall be accompanied by the following documentation: a) The decision of the Shareholders Assembly of each bank involved in the operation for the approval of their reorganisation through the separation by absorption; b) the agreement/draft and the detailed report of separation action, signed by the legal representatives of the banks involved in this operation, which are prepared in accordance with the requirements stipulated in the Law “On trader and commercial companies” and the other applicable legislation; c) the report issued by the licensed experts of various fields, to assess the terms of the separation draft-agreement; d) the strategic and operational plan to accomplish the separation, that includes the needed analyses of separation and estimations of the financial reports, prepared regarding the bank to be separated and the expected banks; e) the new organizational structure with a special description of the work and responsibilities of individuals having special rights and responsibilities and the possible number of employees; f) the balance-sheets of the bank to be separated and of the newly established banks containing detailed data of their own share capital. The balance-sheets are prepared on consolidated basis and certified by a statutory auditor;

g) the new structures of the expected bank, including both direct and indirect shareholders, if after the separation there are changes in the shareholders’ structure of the bank; i) The data set out in Article 7, paragraph 1, letter, “e” of this Regulation for the business plan of the expected banks. j) 115a description on the adequacy of risk administration system of the new receiving banks, including the money laundering and terrorism financing risk, taking into consideration also the potential risks that might arise throughout the separation by absorption process. Article 24 General requirements for the merger and separation

1. In cases the mergers or separations lead to the creation of at least one new bank, this latter shall implement all the regulations to acquire as a so recent license, in accordance with the Law on Banks and the requirements set out in this Regulation. 114 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 115 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

34 2. The Bank of Albania, after receiving the application for the approval of the merger/separation, shall publish the respective announcement for the application as submitted by the bank. 3. The Bank of Albania, in addition to the documentation set out in this Regulation, may request additional, on a case by case basis, that it deems necessary for the decision￾making process due to the specifications this latter imposes. 4. The Bank of Albania, once analysing and verifying the submitted documentation, shall decide on the approval or refusal of the bank reorganisation. 5. The Bank of Albania shall approve those mergers/separations, which in addition as defined in this Regulation do not violate the legal obligations relating to the protection of competition in the banking market and to not threat the depositors’ position. 6. The maximum term for the analysing of the documentation and for the approval or refusal of the merger/separation is three months from the date of depositing the complete documentation, in accordance with the requirements set out in this Regulation. 7. In the case of the merger by absorption, the absorbing bank shall continue to carry out only those banking and financial activities for which this latter is being licensed. 8. In the case of the separation by absorption the expecting bank/banks shall continue to exercise solely the banking and financial activity for which it is being granted the license. 9. In special cases of merger by absorption laid down in Article 225 of the Law No.9901, dated 14.04.2008 “On traders and commercial companies”, the documentation required for the approval of the reorganisation shall be submitted in accordance with the stipulations of this Article. Article 24/1116 Re-assessment process of the shareholders

1. Banks conduct the re-assessment of the suitability of the shareholders, approved by the Bank of Albania, at least once a year, as well as when deemed necessary, based on specific circumstances or facts.
2. Through the re-assessment process of the suitability of the approved shareholders, banks shall ensure the ongoing fulfillment of the criteria laid down in this regulation, and report to the Bank of Albania, the outcomes of the re-assessment process, annually, within the first quarter of the following year.
3. Banks shall document the re-assessment process of the suitability of the shareholders, and shall predict the obligation for all shareholders who must notify the bank of any circumstance or fact that has a significant impact on their suitability or 116 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

35 confirm, at least once a year, that the data on which a prior approval has been granted by the Bank of Albania, have not been changed. 4. Where the banks conclude that the terms are not met by shareholders for whom prior approval has been granted, they shall promptly inform the Bank of Albania, no later than within 5 business days from the conclusion. 5. Following the notification in accordance with paragraph 4 of this Article, as well as where it concludes this fact while conducting its oversight process, the Bank of Albania deems when taking the measures set out in Article 25, paragraph 8 of the Law on banks. Article 24/2 117 Requirements on agents

1. When the bank, only in capacity of a payment service provider, intends to provide payment services through the agent, apart from the provisions in article 21 of the Law “On payment services”, submits to the Bank of Albania the following information/documentation: a) information according to form no. 16 of this regulation; b) for the agent, different from payment services providers, the following certificates issued by the competent authorities, according to their territorial jurisdiction that certify: i. that the person is not under criminal investigation; ii. that the person is not standing trial for a criminal offence; iii. that the person is not criminally convicted (by the Ministry of Justice); iv. that the person is not under a mandatory execution process (as certified by the Bailiff’s Office); The aforementioned documents must be issued no earlier than 3 (three) months from the date of the application submission to the Bank of Albania. c) 118 the extract from the commercial register issued by the National Business Center (NBC), in which the conduct of activity as an agent of the bank is clearly specified, also indicating the full name of the bank.
2. The bank keeps in separate files, the certificates provided in letter "b" of paragraph 1 of this article, for the administrator and persons responsible for the administration of the activity of payment services of that the agent will perform on behalf of the bank.
3. The requirements established in this article are applicable to the licensing process of the bank and in cases of new agents. 117 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 61, dated 24.11.2021. 118 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026.

36 Chapter VI Final provisions Article 25 Penalizing and supervisory measures The Bank of Albania, in case of failure to meet the obligations laid down in this Regulation, shall implement the supervisory and/or penalizing measures set out 119in Chapter VI of the Law on Banks. Article 26 Transitory provisions This regulation shall be implemented only for the procedures started after its entry into force. The registration date of the application or of the respective notification at the Bank of Albania shall be considered as the starting date of these procedures Article 27 Final provisions The attached forms are an integral part of this Regulation.

CHAIRMAN OF THE SUPERVISORY COUNCIL Ardian Fullani 119 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

37 Form No.1 APPLICATION TO THE BANK OF ALBANIA RELATING TO THE AUTHORITY FOR GRANTING A LICENSE TO CARRY OUT BANKING ACTIVITY IN ACCORDANCE WITH ARTICLE 19, LAW NO. 9662 DATED 18.12.2006 “ON BANKS IN THE REPUBLIC OF ALBANIA” Name of the proposed bank Bank:______________________________________________________

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(the proposed location: Address )

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_, Albania (City) (District) By the virtue of this application we address to the Bank of Albania, by providing any information as requested by this latter, to grant a license to carry out banking and financial activity in the Republic of Albania. For the purpose of carrying out the proposed activity we shall implement the Law “On banks in the Republic of Albania” and the Albanian legislation. We think to name the proposed as stated above for:

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Applicant

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P.s. The application accompanied with the documents and forms required in accordance of this Regulation shall be submitted to the following address: Departamenti i Mbikëqyrjes Banka e Shqipërisë Sheshi Skënderbej Nr. 1 Tiranë, Shqipëri.

38 Form No.1 (continued) DECISION OF THE STEERING COUNCIL ON THE ASSIGNEMENT OF THE CONTACT PERSON The proposed Steering Council shall certify that, as we believe, the information provided in this application is true and complete. Furthermore, the proposed Steering Council appoints and assigns as contact person:

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(First Name) (Father’s name) (Last name) Address:

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(Street, Number) (City) (Country) ___________________________ (Telephone number) ___________________________ (Fax/telex number) ___________________________ (Electronic mail address) The contact person shall be authorised to represent the proposed bank and to be present for the purposes of signing to the Bank of Albania, except when the Bank of Albania, shall request individual actions to be carried out by the members of the Steering Council. The contact person is authorised to do everything necessary, as completely as possible and to meet all the goals and objectives as the signatory would have done if applying and receiving personally all the correspondence and the documents by the Bank of Albania. The assigned contact person may be changed by a resolution signed by the majority of signatories, a resolute to be certified at the Bank of Albania by the signatories for the same thing. Date _____________, (Name surname) of the council members (Signature)

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Note: This form shall be certified by a public notary.

39 Form No.1/1 APPLICATION TO BANK OF ALBANIA REGARDING THE REORGANISATION OF THE BANK Reorganisation type: □ Merger by absorption □ Merger by creation □ Separation by creation □ Separation by absorption □ Name of the absorbed/merged bank □ Name of the separated bank

Bank: _________________ Bank:

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(Address) (Address)

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____________________, Albania (City) (District) Albania (City) (District) □ Name of the absorbing bank/ to be created □ Name of the expecting banks Bank: _________________ Bank:

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(Address) (Address)

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_____________________, Albania (City) (District) Albania (City) (District)

40 By the virtue of this application we address to the Bank of Albania, providing any information this latter requests, to grant the approval for the reorganisation of the bank/banks. We are committed to implement the Law “On banks in the Republic of Albania” and the Albanian legislation during the exercise of the activity we propose to carry out. We think to name the proposed Bank as above stated, for:

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Applicants

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P.s. The application accompanied with the required documentation and the forms based on this Regulation shall be submitted to the following address: Departamenti i Mbikëqyrjes Banka e Shqipërisë Sheshi Skënderbej Nr. 1 Tiranë, Shqipëri.

41 Form No.2 PRESS RELEASE OF THE APPLICATION SUBMITTED TO THE BANK OF ALBANIA TO ACQUIRE THE LICENSE FOUR THE PURPOSE TO CARRY OUT BANKING AND FINANCIAL ACTIVITY IN THE REPUBLIC OF ALBANIA Applicants (names of persons) 1.________address 2._______address 3._______address 4.__________________________etc. Our purpose is the establishment of a join bank, for we have submitted an application to the Bank of Albania to acquire a license to carry out banking activity in the Republic of Albania. The documentation regarding the reputation, the activity, the experience and the information relating to the projects we have for the conduction of the banking activity, is provided to the Bank of Albania. The Bank of Albania, to take it decision, shall take account a range of factors, among which even if the proposed bank shall meet the needs of the community for credit. We invite you to present your comments regarding this application, in written form, submitted to the following address: Banka e Shqipërisë Departamenti i Mbikëqyrjes Sektori i Licencimit, Rregullimit dhe Standardeve Sheshi “Skënderbej” nr.1 Tiranë. The Bank of Albania is interested to know your opinion and to consider each comment for this application. Publication date ………….

42 Form No.3 GENERAL INFORMATION

1. Name of the proposed bank __________________________________
2. Location of the proposed bank _____________________________

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3. The proposed separation of the subscribed capital: Share capital: (Fare value in ………………….. LEK Number of issued shares since the opening:_______
4. Steering Council of the bank (proposed): (Name surname) (City/ Country)

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5. The proposed executive directors of the bank: Name surname Address: city/country/electronic mail Current employment President/General Director Assistant to the General Director

43 Form No.3 (continued) 6. Information regarding the principal shareholders and the administrators of the bank with qualifying holding (who own 10 per cent or more of the capital). No. First name, father’ s name, surname full address (Street, City, Country) Electronic mail Nationality Residency : City /Country Note: You may continue on next page, if needed.

44

Form No.4 List of the bank’s shareholders Direct shareholders Number of the proposed shares Percentage of the proposed shares Value of the proposed shares Note: You may continue on next page, if needed.

45 Form No.5 Structure of the bank’s shareholder No. Name of the shareholder 120(up to the last beneficiary) Number of shares Value of shares (in LEK) Direct participation in the bank capital (in percent) Direct participation in the bank capital (in percent) Total Participation (in per cent) 1 2 3 Note: You may continue on other lines if needed. 121In the information according to the form No.5, shall be stated whether this shareholder structure of the bank comprises the shares mentioned in letters “f” and “g”, paragraph 2 of Article 4 of this Regulation. 120 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 121 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019.

46 Form No.6 This form shall be filled by the direct shareholders who are trading natural persons or individuals. CURRICULUM VITAE

1. Personal data First name: Last name: Date of birth: Place of birth: Citizenship: Nationality: Address of current residency: Social number of insurance (if applicable) /_/ Passport number Place of issue: Identification card of their place: Civil status: !! Married !! Single !_! Divorced Full name of the spouse: Full names of the family members:
2. Education Please start with the secondary education
3. Name and address of the institution Dates of conducting the studies 19xx – 19xx Acquired diploma or certificate
4. Name and address of the institution Dates of conducting the studies 19xx – 19xx Acquired Diploma or certificate
5. Knowledge of foreign languages Foreign language Reading Speaking Writing Please provide the assessment by using the numbers from 5 – 1 (5 = very well, 4 = well, 3 = sufficiently etc.).
6. Participation in steering councils/professionals associations
7. Accomplished training courses
8. Professional experience Provide a detailed description of the employment. Please start with the last employer.

47 Period of employment (month/year – month/year) Nature of employment a. employed !! b. self-employed !! c. unemployed !! d. full-time studies !! Name and address of the employer Nature of business (public or private) Position (name of your job position) Responsibilities (detailed) Reasons for leaving a. Resignation !! b. Cut of the job position !! c. Retire !! d. Completion of the work contract !! e. Dismissal !! f. Others !! Give specifications Period of employment (month/year – month/year) Nature of employment a. employed !! b. self-employed !! c. unemployed !! d. full-time studies !! Name and address of the employer Nature of business (public or private) Position (name of ten job position) Responsibilities (detailed) Reasons for leaving a Resignation !! b. Cut of the job position !! c. Retire !! d. Completion of the work contract !! e. Dismissal !! f. Others !! Give specifications

48 Period of employment (month/year – month/year) Nature of employment a. employed !! b. self-employed !! c. unemployed !! d. full-time studies !! Name and address of the employer Nature of business (public or private) Job-position (name of your job-position) Responsibilities (detailed) Reasons for leaving a. Resignation !! b. Cut of the job position !! c. Retire !! d. Completion of the work contract !! e. Dismissal !! f. Others !! Give specifications CRIMINAL OFFENCES AND DISCIPLINARY MEASURES 7) Have you ever been arrested, sued and/or condemned for a criminal offence committed? No !! Yes !! If YES - Provide a copy of the complaint for the case and for each case subject of a process, and provide as follows, regarding all the cases under a process as well as the previous ones: The name and addresses of the agency responsible for the implementation of the Law, the address of the court location, number of the case file, the nature of punishment, date of punishment accomplishment, the statute of the case and the provision.

49 If NO- Provide a certificate issued by the authorities charged with the implementation of the Law where it is certified you have never been arrested, defendant and/or condemned for a criminal offence. 8) Have you ever been sued or condemned for avoiding the payment of taxes? No !! Yes !! If YES- Provide special details regarding to this procedure and the charged penalties. If NO- Provide a certificate issued by the taxations authorities that certify you have never been sued or condemned for avoiding the payment of taxes. 9) Are you related with a business or enterprise as official, director or owner of 10 per cent or more of the shares in circulation, being sued for criminal infringements or which is bankrupted or has worked out of the agreement with creditors? No !! Yes !! If YES- Give the name of the activity or of the enterprise, your interest in this business, the location of the court and the file number, the date of accomplishing the condemnation, nature of condemnation, the status of the case and the provision. DIFFERENT INFORMATION 10) The list of a business activity (corporate, participation or join-venture enterprise,) with which you are related as an employee, a director, an administrator or an owner, who owns 10 per cent or more shares in circulation. Including the name and location of each businesses, the nature of the business, the respective relationships, and the percentage of shares in circulation that you own, in case of owing such and the date of your relationship establishment. 11) Provide financial reports regarding the businesses noted in point 10. Name and surname of the proposed shareholder. (signature) Date

50 Form No.7 THE FORESEEN BALANCE SHEET OF THE BANK AT THE MOMENT OF STARTING THE ACTIVITY (ACCOUNTING BALANCE OF THE BANK OPENING) Name of the proposed bank: _______________________________________ Assets TOTAL ASSETS TREASURY AND INTERBANK TRANSACTIONS Monetary assets Correspondents with the Central Bank Mandatory reserve at the Central Bank Other Treasury bills and other acceptable bills for refinancing purposes with the Central bank Treasury bills Other acceptable bills for refinancing purposes Reserve funds for the depreciation of bills adequate for refinancing from the Central Bank Correspondents with banks, credit institutions and other financial institutions Current accounts Deposits with banks, credit institutions and with other financial institutions Loans Other TRANSACTIONS WITH CLIENTS Short-term loans Medium-term loan Long –term loans Real estates loans Leasing contracts SECURITIES TRANSACTIONS Fixed income securities Variable income securities Sold & purchased securities in accordance under the Repurchasing Agreements Paid collateral Received primes CREATED RESERVE FUNDS Reserve funds to cover losses from loans (principal) Reserve funds to cover losses from loans (accrued interest) Reserve funds for investments OTHER ASSETS Other assets Transactions as agent Correspondent account Pending accounts, from re-evaluation Pending account Re-evaluation account Value added tax FIXED ASSETS Subsidiary investments Subsidiaries

51 Fixed assets (net) ACCRUED INTEREST Total assets denominated in foreign currency Total assets non -resident Liabilities TOTAL LIABILITIES TREASURY AND INTERBANK TRANSACTIONS Central Bank Treasury Bills & other acceptable bills Current accounts Deposits from banks, financial institutions etc. Loans Other TRANSACTIONS WITH CLIENTS Current accounts Demand deposits Time deposits Deposit certificates Loans Other SECURITIES TRANSACTIONS Debts represented by securities Purchased and sold securities with REPO Guarantees for securities transactions Primes for financial instruments OTHER LIABILITIES Other liabilities Transactions as agent Correspondent account Pending account, re -evaluation Discounts account Re -evaluation account Value added tax = (form. 21) 46 PERMANENT SOURCES Government grants and financing Specific reserve funds Reserve funds for risks and expenses Specific reserve funds Subordinated debts Shareholders own capital Paid -in -capital Primes of shares Reserves Re -evaluation difference Retained profit or loss Profit (loss) of the current year ACCRUED INTERESTS Total liabilities denominated in foreign currency Total liabilities non -resident

52 Form No.8 THE FORESEEN BALANCE SHEET OF THE BANK PROVIDED FOR THE FIRST THREE YEARS OF THE ACTIVITY Name of the proposed bank: ________________________________________ Assets TOTAL ASSETS Year 1 Year 2 Year 3 TREASURY AND INTERBANK TRANSACTIONS Monetary assets Correspondents with the Central Bank Mandatory reserve at the Central Bank Other Treasury bills and other acceptable bills for refinancing purposes with the Central Bank Treasury Bills Other acceptable treasury bills for refinancing purposes Reserve funds for the depreciation of bills acceptable for refinancing with the Central Bank Correspondents with banks, credit and other financial institutions Current accounts Deposits in banks, credit institutions and other financial institutions Loans Others TRANSACTIONS WITH CLIENTS (Gross) Short-term loans Medium-term loans Long-term loans Loans for real estates Leasing contracts TRANSACTIONS WITH SECURITIES Fixed income securities Variable income securities Sold & repurchased securities under the Repurchasing Agreements Paid-in collateral Received primes CREATED RESERVE FUNDS Reserve funds to cover losses from loans (principal) Reserve funds to cover losses from loans (accrued interest) Reserve funds for investments OTHER ASSETS Other assets Transactions as agent Correspondents account Pending account, re-evaluation Pending account Re-evaluation account Value added tax FIXED ASSETS

53 Subsidiary investments Subsidiaries Fixed assets (net) ACCRUED INTERESTS Total assets denominated in foreign currency Total assets non -resident Liabilities TOTAL LIABILITIES INTERBANK AND TREASURY TRANSACTIONS Central Bank Treasury Bills & other acceptable bills Current accounts Deposits with banks, financial institutions etc. Loans Other Transactions with clients Current accounts Demand deposits Time deposits Deposit certificates Loans Other SECURITIES TRANSACTIONS Debts backed by securities Purchased and sold securities under REPO Guarantees for securities operations Primes for financial institutions OTHER LIABILITIES Other liabilities Transactions as agent Correspondents account Pending account of re -evaluation Discounts account Re -evaluation account Value added tax = (form. 21) 46 Permanent sources Government grants and financing Specific reserve funds Reserve funds for risks and expenses Specific reserve funds Subordinate debt Shareholders own capital Paid -in capital Primes of shares Reserves Revaluation reserve Retained profit or loss Profit (loss) of current year Accrued interests Total liabilities denominated in foreign currency Total liabilities non -resident

54 Form No.9 FORECAST OF INCOMES AND EXPENSES THIS IS PROVIDED FOR THE FIRST THREE YEARS OF THE ACTIVITY Name of the proposed bank:______

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LOSSES FROM THE BANKING ACTIVITY Year 1 Year 2 Year 3 Interest expenses For treasury and interbank transactions For the transactions with clients For debts backed by securities For subordinat debts For securities sold under the Repurchase Agreements Other Losses from securities and financial transactions Losses from treasury bills and from the other acceptable bills for refinancing with the Central Bank Losses from tradable securities Losses from held–to maturity securities Losses from investment securities Losses from the transactions with other securities Losses from tradable securities Losses from held-to maturity securities Losses from investment securities Other expenses from financial transactions Commissions For treasury and interbank transactions For the transactions with clients For debts backed by securities For subordinate debts For securities sold under Repurchase Agreements Commissions for banking services Other commissions Expenses for leasing transactions Other expenses of the banking activity Losses from the operations denominated in foreign currency Personnel expenses Additional taxes to the income taxes General losses from the activity Amortisation and reserve funds for the depreciation of fixed assets Amortisation expenses Reserve funds Losses from receivable uncollectable expenses accounts for reserve funds Extraordinary expenses Income tax Profit of the current year

55 TOTAL EXPENSES BANKING ACTIVITY INCOME Interest income For treasury and interbank transactions For the transactions with clients Securities interests purchased under the Repurchase Agreements Others Securities transactions income and other financial transactions Treasury bills income Tradable income interests Income from held-to maturity securities Income from investment securities Income from the transactions with securities Income from tradable securities Income from held to maturity securities Income from investment securities From participants and subsidiaries income Others Commissions for banking services Treasury and Interbank transactions From the transactions with clients From debts backed by securities From subordinate debts From securities sold under the Repurchase Agreements Commissions for banking services Other commissions Income from leasing operations Other income from the banking activities Profit from operations with foreign currencies Transfers from reserve funds for the depreciation of fixed assets Transfers from reserve funds for the depreciation of the receivable accounts Extraordinary income Losses of the current year TOTAL INCOME

56 Form No.10 CAPITAL FUNDS STATE FOR THE FIRST THREE YEARS OF THE ACTIVITY (in Lek) D E S C R I P T I O N End of first Year End of second year End of third year Available funds for the beginning of the activity

Minus: Starting and organisation costs Net funds of capital at the beginning of the period Net profit (loss) Minus: Paid dividends to the owners/shareholders

CAPITAL AT THE END OF THE PERIOD

The capital at the end of the period should not be lower than the amount of minimum initial capital required. If the value of capital at the end of period falls under the value of minimum initial capital required, then you should declare the increase source of funds.

57 Form No.11 ADMINISTRATORS

1. Steering Council: Name and address Task Number of shares he owns * Percentage against the total

TOTAL

• If owing any.

2. Control committee: Name address and proposed position Task Number of shares he owns Percentage against the total TOTAL

58 3. Directory: Name and address Task Number of shares it owns Percentage against the total

TOTAL 4. Is there any of the administrators related to a bank or financial institution (including any other proposed institution) in Albania by the employment, the management or the ownership? If yes, describe in details such relationships and provide comments about the individual plans to continue these relationships.

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5. Give specifications if any of the proposed administrators of the Steering Council is assigned or appointed in the public sector. If so, describe this position and define the official term.

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6. Submit the biographic and financial information, as applicable, for each proposed member of the Steering Council and for the president/executive director, and for each person that holds 10 per cent or more of shares, in the forms of the Bank of Albania. NOTE: The financial information shall correspond to the period no later than 6 months prior to the application date.
7. Are there given any remuneration, recompense for the administrators or directors, or are there proposed similar plans? If yes provide a copy of these plans. ٱ Submitted copy ٱ No applicable

59 Form No.12 THE 122CONFIDENTIAL PERSONAL FINANCIAL REPORT * TO BE FILLED BY EACH FOUNDER OF THE BANK AND EACH SIGNATORY PARTY OWING 10 PER CENT OR MORE OF THE SHARE CAPITAL. THE FINANCIAL STATE AS AT ________________________ (Date) Deposited by: For the natural persons provide: name, father’s name, surname, date and place of birth, citizenship, residence address. To SUPERVISION DEPARTMENT OF THE BANK OF ALBANIA Relating to:

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(Particular reasons for presenting this report) INSTRUCTIONS: Type or print this report. Provide full answers to the questions. If the answer is “No”, or “None” or “not applicable” you are pleased to provide it. In case of insufficient room, please attach a special statement to this form. The information included in this special statement is noted by numbers and letters to adapt to this form and all the statements shall be signed and contain a date. An incorrect and incomplete report shall not be accepted and be a reason for refusal of the application for a license. Each page of the information included in the 123Confidential Personal Financial report must be signed, dated by the individual that fills that latter and be certified by a public notary. To clarify any question related to this REPORT the person that has filled it shall contact directly the Bank of Albania, Supervision Department.

• ALL THE DATA SHALL BE PROVIDED IN ALBANIAN LEK. DESCRIBE THE METHOD USED FOR THE EXCHANGE RATE OF THE CURRENCY AND NOTE WRITE THE EXCHANGE RATE. 122 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 123 Amended upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026.

60 Form No.12 (page 2) INCOME STATEMENT INCOME Wages, Payments and compensations Dividend and interests income Net income from leases and investments Other income

TOTAL INCOME* DIFFERENCE Discounts and adjustments Income taxes TOTAL DIFFERENCE NET INCOME (Total income minus the discounts )

• Explain special cases for the first year 200___ ________LEK

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_____LEK 200 ________LEK

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_____LEK 200 ________LEK

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________LEK Value of the continuing year _________LEK

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________LEK If one of the reasons to fill this report is the inclusion for the purchasing of shares, fill the following form: Amount of purchased shares Fair value Purchase price/share Total value of the purchase Describe the payment means. If the assets shall be liquid to finance the purchase, please provide details:

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61 Form No.12 (Page 3) FINANCIAL REPORT124 ASSETS LIABILITIES

1. Cash on hand and at banks

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2. Certificates, loans and other receivable accounts considered as regular and collectable

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3. Owned real estate

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4. Tradable securities

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5)Ownership interests

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6. Other assets

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TOTAL ASSETS

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7. Uninsured current liabilities

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8. Insured current liabilities

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9. Uninsured long-term liabilities

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10. Long-term insured liabilities

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11. Income interest and payable tax_________
12. Other liabilities and obligations

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TOTAL LIABILITIES ___________ 13)Net wealth (total assets minus total liabilities) ___________ TOTAL LIABILITIES AND NET WEALTH _________ UNINSURED LIABILITIES Along with the liabilities and assets noted above, I have signed, guaranteed or on the other hand I am directly or casually responsible for the liabilities of the others as follows: Name and address of debtor Name and address of creditor Collateral description Current value of collateral Interest rate Liability date Present outstanding 124 This table shall be provided in details in the following tables.

62 Form No.12 (page 4) CASH ON HAND AND AT BANKS125 (only personal accounts) NAME OF BANK ACCOUNT CODE AMOUNT (IN LEK)

Amount of cash at banks Plus (+) Cash on hand Transferred from point (1) of the financial report TOTAL

CERTIFICATES, LOANS AND OTHER RECEIVABLE ACCOUNTS CONSIDERED AS REGULAR AND COLLECTABLE126 Name and address of debtor Date of obligation Description of collateral Current value of collateral Current outstanding (in LEK)

Transferred from point (2) of the financial report

T0TAL

125 Details of Financial Report point 1. 126 Details of Financial Report point 2.

63 FORM No.12 (page 5) OWNED REAL ESTATE127 Description and location Name of the holder of the title Receiving date Current value of your interest (in LEK)

Transferred from point (3) of the financial report

TOTAL

TREADABLE SECURITIES128 (LISTED IN THE STOCK EXCHANGE OR TREADABLE IN THE REGULAR FREE MARKET) Name of the security Number of shares Description (shares, bonds, etc.) Real market value ( in LEK)

Transferred from point (4) of the financial report TOTAL

127 Details of Financial Report point 3. 128 Details of Financial Report point 4.

64 Form No.12 (page 6) OWNERSHIP INTERESTS/LEGAL PERSONS WITHOUT PUBLIC BID129 Below, provide, in relevant columns, the required information regarding all of similar businesses or enterprises in which you owned an interest owner or legal right. Examples are: single ownership, partnership, joint venture and other legal person’s shares which are not listed on the stock exchange or traded in the free adjusted market. In the column "Form of business, describe the legal form of business or enterprise. If the trade is a legal person, determine the nature and percentage of owner interest in your business or enterprise. In the column "Current Value", describe the value of the full current market your property. NOTE: Present the latest data on the state or other data evaluation, to justify the values given in the table which represent an amount equal to 10 percent or more of your net wealth.

Business’ name and address Form of business Nature of business Type of Your business Present ( In LEK ) Transferred from point (5) of the financial report TOTAL

OTHER ASSETS130 DESCRIBE THE ASSETS, PRINCIPLES AND METHODS OF THEIR ASSESSMENT CURRENT VALUE (In LEK)

Transferred from point (6) of the financial report TOTAL

129 Details of Financial Report point 5. 130 Details of Financial Report point 6.

65 Form No.12 (page 7) SHORT-TERM LIABILITIES131 Disclose the required information regarding all the liabilities amounting to LEK 500.000 or higher for which you are accountable and which should be paid in one year or less than one year. (The part of long-term liabilities is not included in this form.) Name and address of the creditor Control if insured Insured by Interest rate Date of the obligation beginning Date of obligation payment Amount (In LEK)

Transferred from point (7) of the financial report TOTAL of uninsured liabilities (in LEK) Transferred from point (8) of the financial report TOTALI of insured liabilities (in LEK)

TOTAL OF SHORT-TERM LIABILITIES LONG-TERM LIABILITIES132 Disclose the required information relating to all the liabilities amounting to LEK 500,000 or higher for which you are accountable and which should be paid for one year or later. Name and address of the creditor Control if insured Insured by Interest rate Date of the obligation beginning Monthly payment (In LEK) Current Outstanding (In LEK)

Transferred from point (9) of the financial report TOTAL of uninsured liabilities (in LEK) Transferred from point (10) of the financial report TOTAL of insured liabilities (in LEK)

TOTAL OF LONG-TERM LIABILITIES 131 Details of Financial Report points 7 and 8. 132 Details of Financial Report points 9 and 10.

66 Form No.12 (Page 8) OTHER OBLIGATIONS AND LIABILITIES133 Description Date of obligation Amount (In LEK) Transferred from point (12) of the financial report TOTAL

CERTIFICATE/ STATEMENT By the virtue of which I Certify that the information disclosed thereto as I believe is true and correct, it reflects all the assets and obligations and does not contain any hinder of facts. I certify that the provided information is provided willingly from me to the Bank of Albania. Any incorrect or missing evidence in this report may be a reason for Bank of Albania refuses my participation in the application and at the level that this incorrect or missing submission of evidences reflects my honesty and personality may serve as a reason for the refusal of the application. If needed other additional financial information, I shall provide this latter as requested by the Bank of Albania.

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(Date) (full signature) If applicable:

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(Signature of the compiler) TITLE:________________________________ ADDRESS:_____________________________ Sworn and signed by on the day _________ of ___________, 20.

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(Signature of the public notary) Service commissions: 133 Detail of the financial report point 12.

67 Form No.12 (page 9) AUTHORISATION FOR THE DISCLOSURE OF THE CONFIDENTIAL INFORAMTION (Authorisation to be filled in two copies in original) To whom it may concern: I, __________________________, by the virtue of which authorize and ask any person, company, employee, legal authority, association, organisation or institution which are in control of any document, database or other information that has to do with me, to present the original or copies of any document or other information to the Bank of Albania, Supervision Department, or any other authorized person by it for purposes of inspection or copying them in accordance with the Albanian Legislation.

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Name (typed or printed) Full address _______________________

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Date(date /month/year) Signature Signed in my presence date__, 20____ THIS DOCUMENT IS AVAILABLE FOR SIX MONTHS

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(SIGNATURE OF PUBLIC NOTARY) _

68 Form No.13 BANK ENVIRONMENTS AND ITS LOCATION **

1. Type of premises where the bank shall carry out its banking and financial activity:  permanent rented locations;  permanent owned locations;  temporary locations.
2. Description of environments: A) descriptions of internal building environments (indicated by the available space, facilities for all employees and the size of the lobby area); B) size of the soil; the size of the building, etc. number of floors; C) type of building construction (concrete, wood frame, metal etc. by description indicator).
3. The premises rented A) name and address of the owner, the annual rental cost of the bank B) description of the repairs and improvements to the building received.
4. Premises owned: A) name and address of seller, date of completion of construction, the cost of purchasing the bank: B) cost and description of repairs needed, repairs and changes to the building and surrounding environment.
5. Temporary places: A) location of the temporary places B) details regarding the temporary places, including their size, type of construction, the main facilities to be deployed in the building; C) if the temporary places will be purchased, forecast the cost, the approximate value of re-selling, a copy of the standard form of the purchase agreement; D) if the interim will be rented, give the identity of the tenants, monthly rent, if rent is paid a minimum.
6. Indicate the proposed investment in furniture, equipment, and a description of furniture ** Provide as much as possible from this information at the time of the application. The rest of the information shall be submitted to the Bank of Albania prior to the acquisition of the final license.

69 Form No.14 PROPOSED BUSINESS PLAN The proposed business plan defines the purpose, objectives and philosophy of the bank's business. Bank of Albania will continuously review, during the first three years of activity, the proposed plan of the activity, since the adoption of judging whether the bank's operations are conducted in accordance with the original plan given to the event, especially in terms of growth of assets and liabilities. Any significant change to the original plan submitted may become cause for revocation of license. For this reason, care should be to prepare the business plan. The proposed business plan shall include:

1. the organisational structure of the bank and the possible number of employees
2. the types of financial and banking activities to be carried out;
3. the foreseen financial statements;
4. the principles, based on which it is prepared the business-plan;
5. the size and nature of the activity of the proposed bank and its position in the financial market;
6. the assessment of the proposed shareholder/shareholders on the state of the Albanian banking system, competitors, market characteristics and trends of its development,
7. the bank's strategy regarding the proposed objectives and position of its target market,
8. the reasons and arguments why the main founding shareholder /shareholders believe banks will be successful, and the overall strategy to achieve this success
9. number of branches and agencies, along with the deadlines where and when the bank plans to open them, 10.the forecast on the proposed bank financial state for 3 (three) years prior to the exercise of its activity (accounting balance sheet, statement of income and expenditure, cash flow, depreciation plan to pre-operational expenses, the plan of distribution of profit or coverage of losses, etc.)., including the main arguments used for these forecasts, 11.the identification of the risks to which the bank expects to be exposed during the implementation its business plan, and a description of methods and control systems to be implemented by this latter for the purposes of managing these risks. The subject, for the purposes of drafting the business plan and calculating the indicators for the anticipated risks, should consider the requirements defined in the Law on banks and in the by-laws issued for its implementation, particularly these latter’s definitions regarding the rates and maximum limits of the risk indicators;

70 134Form no. 15 STATEMENT Through which I declare that I have/do not have family relation or close personal, working or business relationship in accordance with legal stipulations, with persons with criminal convictions by a final court decision. Note: Where the proposed shareholder135/ individual last beneficiary declares that he has family relation or close personal, working or business relationships in accordance with legal stipulations, with persons with criminal convictions by a final court decision, shall list the names of the persons. I hereby declare that the information provided, is voluntarily presented to the Bank of Albania by me. Any wrong doing or exclusion of the facts in this report may be a motivation for the Bank of Albania to refuse my approval as the shareholder of the Bank _______, upon the claim and to the extent that this misrepresentation or exclusion of the facts reflecting my integrity and personality may act as a motivation for the refusal of the entire application. Shall further or more detailed information be required by the Bank of Albania, I remain at disposal to provide it.

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(Name/Surname of the proposed shareholder137/ individual last beneficiary) _____// (Date)

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(signature) 138Note: For the purposes of completing this form, family relations with a person shall be considered close relatives as defined in Article 4, point 10 of Law no. 9662, dated 18.12.2006 "On banks in the Republic of Albania", which includes: a) children (or adopted); b) the children of the children; c) spouse; d) parents; e) brothers, sisters, and their children; f) persons under his custody. 134 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 46, dated 3.7.2019. 135 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 136 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 137 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. 138 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 9, dated 1.4.2026. N o Name of the person related to the proposed shareholder136/ individual last beneficiary Specifying the type of the relationship (family or close personal, working or business relationship, in accordance with legal stipulations) Criminal convictions by a final court decision exists (explain the type of conviction) 1 2 3 ...

139Form no. 16 LIST OF DATA OF AGENTS OF THE BANK FOR PROVIDING PAYMENT SERVICES NO. Name of agent NUIS (Unique Business Registration Number)/ Personal number of identification document Location (address) of agent Administrator of agent/ persons responsible for the administration of the activity of payment services (Name, Father's name, Surname) Personal number of identification document of persons in column (5) District City / Municipality Contacts (e-mail, telephone) Payment services that the agent will carry out 140 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) 1 2 3 4 5 6 7 8 139 Added upon the decision of the Bank of Albania’s Supervisory Council, No. 61, dated 24.11.2021. 140 The bank checks with the sign “X” the service/all payment services, listed in points 1-8 of Annex 1 of Payment Services Law that the agent will carry out and that are included in the licence’s annex.