Financial Services (Licensing and Operating Requirements for Securities Brokers and Dealers) Directive 2026

GOVERNMENT NOTICE NO. 16 FINANCIAL SERVICES ACT (CAP. 44:05) FINANCIAL SERVICES (LICENSING AND OPERATING REQUIREMENTS FOR SECURITIES BROKERS AND DEALERS) DIRECTIVE, 2026 IN EXERCISE of the powers conferred by section 21 (5) of the Financial Services Act, I, DR. GEORGE BERNARD PARTRIDGE, Registrar of Financial Institutions, issue the following Directive—

1. This Directive may be cited as the Financial Services (Licensing and Operating Requirements for Securities Brokers and Dealers) Directive,
3. In this Directive, unless the context otherwise requires— “dealer” has the meaning ascribed thereto under the Securities Act; and “securities broker” has the meaning ascribed thereto under the Securities Act;
4. The objectives of this Directive are to— (a) establish licensing and operating requirements for securities brokers and dealers; and (b) set professional and market conduct standards for securities brokers and dealers.
5. (1) A person shall not buy, sell, or solicit a transaction in a listed security unless the person is licensed as a securities broker or dealer. (2) Subparagraph (1) shall not apply to a person whose business is limited to dealing in securities issued by the Government of Malawi or the Reserve Bank of Malawi. 5.—(1) An entity shall not be licensed to operate as a securities broker or dealer unless, in addition to the licensing requirements prescribed under the Act and the Securities Act, the entity— (a) is a company limited by shares incorporated under the Companies Act; (b) has a minimum startup capital of K100,000,000 held in a bank account in Malawi; (c) has a corporate governance structure comprising a board of directors and management; (d) has a robust information management system which is able to, inter alia— (i) process sell orders with automatic validation to client balance; (ii) process buy orders with automatic validation to client cash balance; 52 20th February, 2026 Citation Interpretation Cap. 46:06 Cap. 46:06 Objectives of Directive Securities broker and dealer to be licensed Eligibility for licence Cap. 46:06 Cap. 46:03

(iii) calculate special client commissions; (iv) monitor order execution; (v) detail orders log; (vi) maintain client personal data; (vii) process client financial data; (viii) inter-operate with other internal systems and third party’s systems in real time; (ix) perform risk management functions; (x) provide audit trail; (xi) display client’s information on a client’s portal; (xii) timely generate registrar’s reports, client reports and other reports prescribed by statute; and (xiii) value securities and other assets held in client accounts. (2) The board prescribed under subparagraph (1)(c) shall comprise at least five directors. (3) The management prescribed under subparagraph (1)(c) shall comprise, at a minimum— (a) an executive officer; (b) a dealing officer; and (c) a finance officer. (4) The executive officer, dealing officer and finance officer shall, at a minimum, possess a bachelor’s degree in finance, economics, accounting or an equivalent professional qualification. (5) The information management system prescribed under subparagraph (1)(d) shall possess information security features. 6. An application for a licence to conduct business as a securities broker or dealer shall be in Form SB 1 set out in the First Schedule and shall be accompanied by— (a) a non-refundable application fee of K500,000; and (b) a written recommendation from a stock exchange operating in Malawi. 7.—(1) The Registrar shall process the application for a licence under paragraph 6 and communicate his decision to the applicant within sixty days of receipt of the application. (2) Where the Registrar, after review of the application— (a) approves the application, the Registrar shall issue a securities broker or dealer licence to the applicant in Form SB 2 set out in the First Schedule; or (b) does not approve the application, the Registrar shall give reasons for the rejection in writing to the applicant. (3) The licence issued under subparagraph (2)(a) shall— 20th February, 2026 53 Application for licence to conduct business as broker or dealer Processing of application for licenc

(a) be valid for a period of twelve months from the date of issuance; and (b) automatically expire if the securities broker or dealer is wound-up under Section 72 of the Act. 8.—(1) An application for renewal of a licence shall be— (a) submitted at least two months prior to the expiry date of the licence; (b) in Form SB 3 set out in the First Schedule; and (c) accompanied by— (i) a non-refundable fee of K250,000; and (ii) a written recommendation from a stock exchange where the broker or dealer is a member. (2) Paragraph 7 shall apply, with the necessary modifications, to the processing of the application for renewal of licence. 9. The Registrar may suspend or revoke a licence issued under this Directive if the Registrar determines that the securities broker or dealer has contravened the Act, the Securities Act, or any other financial services law. 10.—(1) A securities broker and dealer shall not commence business unless the operating premises are certified by the Registrar under the Securities (Minimum Standards for Operating Premises of Securities Market Players) Directive, 2024. (2) A licensee shall commence business within twelve months of the date of the grant of the licence. (3) Where the licensee contravenes subparagraph (2), the licence shall automatically expire at the expiry of the prescribed period. 11.—(1) A securities broker and dealer shall maintain a minimum regulatory capital of K100,000,000. (2) The Registrar may prescribe a higher regulatory capital requirement for a securities broker or dealer where a supervisory review reveals a risk warranting an increase of the capital requirement. (3) The securities broker and dealer shall review the net capital position at least once a month and, in the event of a shortfall, regularize the capital position within thirty days of discovering the shortfall. (4) Where the Registrar determines that a securities broker or dealer has failed to maintain the prescribed regulatory capital requirement, the Registrar may suspend the licence of the securities broker or dealer. (5) The Registrar shall lift the suspension under subparagraph (4) upon being satisfied that the securities broker or dealer has regularized the capital position. (6) For purposes of this paragraph, “regulatory capital” means funds of shareholders adjusted as follows— 54 20th February, 2026 Renewal of licence Suspension or revocation of licence Cap. 46:06 Commence￾ment of business G.N. 36/2024 Minimum net capital requirement

(a) deducting the value of all loans and amounts due from employees, board of directors or related party companies of the securities broker or dealer; (b) deducting the excess of the contract value over the market value of all client contracts which remain unsettled after settlement date, or securities held by the dealer in his own portfolio, and in the case of unsettled trades, the deduction shall only be dispensed with, if the value of securities belonging to clients and pledged to the securities broker or dealer is in excess of the value of the unsettled contracts; (c) deducting all other assets doubtful of collection; (d) deducting all deferred expenses and intangible assets; (e) deducting all contingent liabilities; and (f) deducting such other deductions as may be determined by the Registrar depending on the circumstances of each case. 12.—(1) A securities broker and dealer shall— (a) employ, on a full-time basis, at least two securities representatives; and (b) ensure that there is segregation of duties between front-office and back-office staff. (2) A securities representative employed under subparagraph (1)(a) shall possess an educational qualification in business, accounting, economics or finance from an institution accredited or recognized under the National Council for Higher Education Act and a professional qualification from the South African Institute of Financial Markets or any other equivalent professional qualification approved by the Registrar. 13.—(1) A securities broker and dealer shall, at all times, maintain the following insurance covers— (a) professional indemnity; and (b) fidelity insurance. (2) The insurance coverage under subparagraph (1) shall— (a) be commensurate with the risk exposure of the securities broker or dealer; and (b) have an initial term of not less than one year. 14. A securities broker and dealer shall maintain a separate file for each client containing, among other matters, information set out in the Second Schedule. 15.—(1) A securities broker and dealer shall maintain a client account which shall be used solely for the collection and payment of monies belonging to clients. 20th February, 2026 55 Recruitment and deployment of employees Cap.30:12 Securities broker and dealer to maintain insurance cover Securities broker and dealer to maintain separate client files Securities broker and dealer to maintain client account

(2) The securities broker and dealer shall pay— (a) into the client account, money received from a client or another securities broker or dealer for the purchase of a security by the client or other securities broker or dealer; and (b) from the client account, proceeds of sale of a security belonging to a client or another securities broker or dealer. (3) The securities broker and dealer shall make payments from the client account through direct bank transfer into the bank account of the recipient. (4) The securities broker and dealer shall transfer commission earned by the securities broker or dealer from the client account to any other bank account operated by the broker or dealer. (5) The securities broker and dealer shall meet all bank charges in the client account, unless the charges are identifiable to a particular client. (6) The securities broker and dealer shall not make a third-party payment unless the broker or dealer is in receipt of— (a) letters of administration granted by a competent court of law; or (b) a power of attorney given by a client. (7) The securities broker and dealer shall not— (a) overdraw the balance in the client account; or (b) offer money in the client account as a lien to a bank or any other person. 16.—(1) A securities broker and dealer shall, when recommending to a client the purchase or sale of a security, have a reasonable basis for believing that the recommendation is suitable for the client having regard to the investment objective, financial position and other security holdings of the client. (2) The securities broker and dealer shall ensure that— (a) a client is provided with a reference number at the time of placing an order; (b) the order placed by the client bears a date and time stamp indicating the date and time of receipt of the order and the reference number of the order; and (c) client transactions are effected in a fair sequence and are equitably allocated without giving preference to the broker or dealer, or one client over another client. (3) The securities broker and dealer shall prioritize client orders offered at the same price as orders by the securities broker or dealer trading in its principal capacity. (4) The securities broker and dealer shall put in place mechanisms to prevent its employees from engaging in fraudulent or manipulative activities, including buying and selling securities using client accounts. 56 20th February, 2026 Obligations of securities broker and dealer

(5) The securities broker and dealer shall adopt procedures to ensure effective supervision of its employees. (6) The securities broker and dealer shall resolve client complaints in accordance with the Financial Services (Complaints Handling) Directive, 2024. (7) The securities broker and dealer shall not disclose information relating to a client unless the disclosure— (a) is required by law; (b) relates to a suspected illegal activity of the client or prospective client; (c) is authorized by the client; or (d) is made pursuant to a court order. (8) The securities broker or dealer shall not place its interest above that of its client. (9) The securities broker and dealer shall adopt and implement internal rules on conflict of interest. (10) Where there is potential for conflict of interest, the securities broker or dealer shall ensure fair treatment of a client likely to be affected by the conflict of interest through— (a) proper and adequate disclosure; (b) use of internal rules on conflict of interest; and (c) if the conflict of interest cannot be avoided, declining to act on the transaction. (11) The securities broker and dealer shall not offer, solicit, or accept a gift, benefit, compensation or consideration that may compromise its independence and objectivity. 17.—(1) A securities broker and dealer shall dispatch to a client, not later than the next business day, a contract note in respect of a purchase or sale of a security executed for the client and shall keep a record of proof of the dispatch. (2) The securities broker and dealer shall not exercise any discretionary authority in the buying or selling of a security unless the broker or dealer is given written authority by a client to exercise the discretion. (3) Where a client gives the authority envisaged under subparagraph (2), acceptance of the authority shall be evidenced in writing by the Executive Officer of the securities broker or dealer. (4) A securities broker and dealer shall not directly or indirectly extend a credit facility to a client for the purchase of a security unless the lending is secured by any one of the following securities with a market value of at least one hundred per cent of the amount lent— (a) a Government of Malawi security; 20th February, 2026 57 GN. 46/2024 General requirements

(b) a Reserve Bank of Malawi security; or (c) a security listed on a stock exchange. (5) A securities broker and dealer shall only transact in securities listed on a stock exchange of which the broker or dealer is a member. (6) Notwithstanding subparagraph (5), the securities broker and dealer may— (a) transact in— (i) securities issued by the Government of Malawi or the Reserve Bank of Malawi; and (ii) over-the-counter securities; and (b) participate in an initial public offer for which the stock exchange has agreed to grant a listing subject to listing requirements. (7) In the case of over-the-counter securities, the securities broker and dealer shall transact in the securities if the— (a) securities are registered with the Registrar in terms of the Securities Act; and (b) register of the securities is in the securities depository. 18.—(1) A securities broker and dealer shall not— (a) create a false market in any listed security by way of association or an artificial device, including advising a client to buy or sell a particular security; (b) establish a corner or trade where a corner has developed in a listed security; (c) be party to a trading and price manipulative scheme or device which may directly or indirectly influence or interfere with the market price formation and fair-trading process with respect to a listed security; (d) coerce the public to trade on a particular security through a publication or statement issued in the course of discharging a research function; (e) lend to its directors, shareholders or related parties; (f) sell a security which is not registered in the name of a client of the broker; (g) sell a security which is not registered in a securities depository; (h) share or offer to share in the profits or losses of a client in a securities transaction; or (i) engage in fund management business. (2) For purposes of this paragraph “corner” arises when a single interest or group acquires control of a listed security that cannot be obtained except at a price or on terms dictated by the single interest or group. 19. A securities broker and dealer shall adopt and implement written procedures to guide execution of employee trades. 58 20th February, 2026 Prohibited activities and practices Procedures for employee trades

20. A securities broker and dealer shall prioritize trades of clients over those of employees offered at the same price, and an employee order shall be executed where there is no client order for the security. 21.—(1) An employee of a securities broker or dealer shall trade through his employer. (2) The securities broker and dealer shall disclose to the Registrar a securities account in which an employee or a related party of the employee has a direct or indirect beneficial interest, including an account for which the employee is a trustee, executor or custodian. (3) For purposes of this paragraph— (a) “related party” has the meaning ascribed thereto under section 33 of the Act; and (b) “securities account” means an account maintained by a securities broker, portfolio manager, collective investment scheme, securities depository or custodian that holds securities on behalf of an investor.
21. An employee of a securities broker or dealer shall not transact any business unless he has prior written authorization from the Executive Officer of the securities broker or dealer. 23.—(1) The Executive Officer of a securities broker and dealer shall maintain restricted securities register. (2) Where the research division of a securities broker or dealer issues a significant recommendation or report relating to the determination of a security as restricted, the securities broker or dealer shall register the security in the restricted securities register within seven days of the issuance of the recommendation or report. (3) The securities broker and dealer may register or deregister a restricted security as the securities broker or dealer finds appropriate. (4) An employee of a securities broker or dealer shall not trade in a restricted security. (5) For purposes of this paragraph— “material information” means information which— (a) a reasonable investor may consider important in making an investment decision; or (b) is reasonably certain to have an effect on the price of a security of a company, and includes— (i) earnings; (ii) merger, acquisition, tender offer or joint venture; (iii) change in asset or asset quality; 20th February, 2026 59 Priority to client Employee trade and disclosures Employee to have prior authorization Executive officer to maintain restricted securities register

(iv) innovative product, process, or discovery (e.g., new product trial or research effort); (v) new licence, patent, registered trademark, or regulatory approval or rejection of a product; (vi) a development regarding client or supplier (e.g., the acquisition or loss of a contract); (vii) change in management; (viii) change in auditor notification or the fact that the issuer may no longer rely on an auditor’s report; (ix) event regarding the issuer’s security (e.g., default on a senior security, call of a security for redemption, repurchase plan, stock split, change in dividend); (x) change to the right of a security holder, and public or private sale of an additional security; (xi) bankruptcy; (xii) significant legal dispute; (xiii) government report of economic trend (e.g., employment, housing statistics, currency information, etc.); (xiv) order for large trade before it is executed; and (xv) new or changing equity or debt rating issued by a third party (e.g., sell-side recommendation and credit rating); “material non-public information” means material information which has not been made public; and “restricted security” means a security on which a securities broker or dealer possesses material non-public information. 24. A dealer shall not— (a) acquire more than five per cent of the issued quantity of a single security for its own account at any time except where the security is issued by the Government of Malawi or the Reserve Bank of Malawi; (b) acquire shares of its own company or in any parent, subsidiary, affiliate or associate company of the broker or dealer; or (c) purchase securities in its own account to the extent that more than five per cent of the net capital of the securities broker or dealer is invested in the securities of any single issuer except in the case of securities issued by the Government of Malawi or the Reserve Bank of Malawi. 25.—(1) A securities broker and dealer shall not act as a counter-party in any transaction, unless the concerned client gives prior written consent. (2) Where a securities broker or dealer acts as a counter-party in a transaction, the securities broker or dealer shall state in the contract note that it acted in its principal capacity in all cases. 60 20th February, 2026 Portfolio limits Disclosure to clients

(3) A securities broker and dealer shall not change an order price without prior written consent of a client. (4) Where a securities broker or dealer contravenes subparagraph (3) and the client rejects the amended price, the securities broker or dealer shall settle the difference. 26. A securities broker and dealer shall seek prior written approval of the Registrar before effecting a change to shareholding, and board and management composition. 27.—(1) A securities broker and dealer shall, within ten days of the end of each month, submit to the Registrar and the stock exchange on which they trade a monthly call report in Form SB 4 set out in the Third Schedule. (2) The securities broker and dealer shall, within three months of the end of each financial year, file audited financial statements with the Registrar and the stock exchange on which they trade. (3) A licensed securities broker and dealer shall publish annual audited financial statements as required under the Act in Form SB 5 set out in the Third Schedule. (4) A securities broker and dealer shall immediately report to the Registrar the occurrence of an incident of fraud or any other malpractice or contravention of the Act or any other financial services law. 28.—(1) Where the Registrar determines that a securities broker, dealer, director or senior management official of the securities broker or dealer has contravened this Directive, the Registrar may impose an administrative penalty or give a written direction specified under the Act or the Securities Act on the securities broker, dealer, director or senior management official. (2) Where the Registrar decides to impose a monetary penalty, the Registrar shall impose— (a) in the case of failure to submit a report prescribed under this Directive by the due date, a penalty of K500,000 and an additional penalty of K50,000 for each subsequent day until the report is submitted; or (b) in the case of any other contravention by— (i) the securities broker or dealer, a penalty of up to K50,000,000; or (ii) a natural person who is a director or senior management official of the securities broker or dealer, a penalty of up to K10,000,000. (3) The offender shall pay the monetary penalty imposed under subparagraph (2)— 20th February, 2026 61 Changes to shareholding and management to be approved Reporting requirements Contravention and penalties Cap. 46:06

(a) within ten working days from the date the notice of the penalty is received by the offender; and (b) through an electronic bank transfer in favour of the Reserve Bank of Malawi. 29. A person who is aggrieved by a decision of the Registrar under this Directive may appeal to the Financial Services Appeals Tribunal within twenty-one working days of receiving the decision. 30. The Financial Services (Establishment and operations of Brokers and Dealers) Directive, 2015 is hereby revoked. FIRST SCHEDULE LICENCE FORMS FORM SB 1 (para. 6) FINANCIAL SERVICES ACT (CAP. 44:05) APPLICATION FORM FOR SECURITIES BROKER OR DEALER LICENCE INSTRUCTIONS: (a) This Application Form has 25 Parts and 3 Appendices. Please complete all Parts and Appendices. (b) Where the space provided is not enough, provide the extra information on additional sheets. (c) Observe requirements stipulated in the Act and the Securities Act in completing this Form. (d) Attach a duly signed supporting documents checklist. (e) All written communication in with respect to the application should be made on a letterhead. (f) Inquiries with respect to the completion and status of this application should be directed to: The Director, Financial Sector Regulation Department, Reserve Bank of Malawi, 10 Hannover Avenue, P.O. Box 565, Blantyre. Telephone: 01 820 444/299. Email: fsr@rbm.mw (g) The completed application Form together with all supporting documents should be submitted to: The Registrar of Financial Institutions, Reserve Bank of Malawi, Convention Drive, P.O. Box 30063, Lilongwe 3, Malawi. 62 20th February, 2026 Appeal against decision of the Registrar Revocation G.N. 26/2015

(h) Provision of any false or misleading information or omission of a material fact will constitute a ground for rejection of the application or imposition of an administrative penalty. (i) An incomplete application will be rejected.

1. Name of Applicant: .....................................................................................................

2. Contact details— (a) Physical address: ................................................................................................. (b) Postal address: ..................................................................................................... (c) Telephone Number: ............................................................................................. (d) Mobile Number: .................................................................................................. (e) Email Address: .................................................................................................... (f) Website: ..............................................................................................................

3. Legal structure: ........................................................................................................... (a) Date of registration or incorporation: .................................................................. (b) Certificate of incorporation number: .................................................................. (c) Taxpayer Identification Number: ........................................................................

4. Particulars of shareholding: Name Nationality Address Percentage of Source of Share Ownership Funds

4.1. For shareholders that are corporates, provide the details in the table below: Name of Date and Certificate of Name of Names of Nature of corporate place of incorporation owners and directors business body incorpo- number percentage of ration ownership

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5. Places of business of shareholder (where applicable): Name of Business Place Start Date Period of Operation

6. Where applicant has changed names, provide former name(s) by which the applicant has been known: (a) ............................................................................................................................... (b) ...............................................................................................................................

7. List countries where the applicant operates: (a) ............................................................................................................................... (b) ...............................................................................................................................

8. Details of share capital: (a) Issued Capital ..................................................................................................... (b) Paid Capital ........................................................................................................ (c) Shareholders funds .............................................................................................

9. Provide evidence of capital: ....................................................................................... NOTE: Evidence of capital shall be certified bank statement and confirmation letter from an external auditor.

10. Describe the proposed information management system and confirm its ability to perform functions stipulated under paragraph 5(1)(d) of the Directive. ..................................................................................................................................... .....................................................................................................................................

11. Provide the details below for each of the directors Name Nationality Date of Address Other Date of Gender appointment directorships birth

NOTE: For each of the directors attach a Curriculum Vitae. 64 20th February, 2026

12. Provide the details below for each of the senior management officials: Official Full Nationality Date Qualifications Date of Details of name and national of birth and dates appointment previous identity obtained employment number Executive Officer Dealing Officer Finance Officer NOTE: For each of the senior management officials attach Curriculum Vitae

13. Provide the details below for each securities representative: Name Address & Qualifications and Previous employment contact details contact details (positions, employer and number of years)

14. Borrowings— 14.1 Does the Applicant have a current credit facility: YES/NO (Circle as appropriate). 14.2 If yes, provide the following details for each of the credit facilities (loan, overdraft, guarantee, etc): Name of lending institution Type of facility Date of offer Terms of offer Security offered Value of security Outstanding balance 20th February, 2026 65

15. Banker(s): Name of Banker Branch and Address Details of Bank Account

16. Proposed external auditor: Name of Auditor Physical and Postal Address Telephone and Email Address

17. Does the applicant hold, or has it ever held any authority from a supervisory body to carry out any business activity in Malawi or elsewhere? YES/NO (Circle as appropriate) 17.1 If yes, give particulars (country, supervisory body, nature of business and years of operation): (a) ..................................................................................................................... (b) ..................................................................................................................... 17.2 If the authority has been revoked, give particulars: (a) ..................................................................................................................... (b) .....................................................................................................................

18. Has the applicant been convicted of any offence, or are there any pending proceedings which may lead to a conviction? YES/NO (Circle as appropriate). 18.1 If yes, give particulars: .....................................................................................

19. Has the applicant ever been put under receivership in the past or made any compromise or arrangement with its creditors or otherwise failed to satisfy a creditor in full? YES/NO (Circle as appropriate). 19.1 If yes, give particulars: .....................................................................................

20. Is an inspector or other authorized officer of a Government Ministry, Department or Agency, professional association or other regulatory body conducting an investigation into the affairs of the applicant or has any such investigation been conducted previously? YES/NO (Circle as appropriate). 20.1 If yes, give particulars: .....................................................................................

21. Is the applicant currently engaged, or does it expect to be engaged, in any litigation which may have a material effect on the resources of the applicant? YES/NO (Circle as appropriate). 21.1 If yes, provide particulars: ................................................................................

22. Is the applicant engaged, or does it expect to be engaged, in any business relationship with any of its related parties? YES/NO (Circle as appropriate). 66 20th February, 2026

22.1 If yes, please provide particulars: ..................................................................... 23. List and briefly describe proposed financial services and products: Financial Product/Service Description

24. Describe the methodologies of delivering the products and services: (a) ............................................................................................................................... (b) ...............................................................................................................................

25. Submit the following supporting documents together with the Application Form— (a) certified copy of Certificate of Incorporation; (b) certified copies of Memorandum and Articles of Association; (c) organisation chart showing names, designation and reporting lines; (d) a completed Fit and Proper Questionnaire for each shareholder, director, senior management official, and securities representative set out in Appendices 1- 4; (e) three year business plan of the applicant including vision, mission statement, scope and nature of business operations, financial projections as well as assumptions on which the projected financial statements have been prepared; (f) Curriculum Vitae and certified copies of certificates of each securities representative; (g) audited financial statements of the promoter or principal shareholders for the past three years; (h) in the case of a subsidiary of a foreign company, a copy of a board resolution of the parent company approving the establishment and functioning of the subsidiary in Malawi; (i) a proposed documented risk management system, and the applicant’s ability to identify, measure, monitor and control the level and types of risks assumed; (j) evidence that the applicant has a minimum paid up capital of K100,000,000.00 (e.g. financial statement and bank statements); (k) a letter from the home country supervisory authority, in case of a parent company of the applicant that is already licensed in another country; (l) a certified copy of the resolution of the applicant’s board of directors authorizing the application; and (m) certified copy of TPIN. 20th February, 2026 67

26. DECLARATION: We, the undersigned, being Directors of the applicant, hereby certify that the— (a) information provided in this Form and all supporting documents attached hereto is true and correct to the best of our knowledge and belief; (b) applicant will carry on the stock exchange business honestly and in accordance with good and sound business principles; and (c) applicant will at all times comply with the Act and other applicable financial services laws. We further certify that— (a) to the best of our knowledge and belief, we have not withheld any information relevant to this application; and (b) shall promptly inform the Registrar of any material change to this application which may arise while the application is under consideration. NAME SIGNATURE TITLE/POSITION

Date stamp: ................................................................................................................. APPENDIX 1 FIT AND PROPER QUESTIONNAIRE FOR SHAREHOLDER (Where space provided is not enough, please provide the extra information on additional sheets)

1. Full Name: ..................................................................................................................
2. In case of a body corporate, date of incorporation and registration number: ............ NOTE: Attach certified copy of certificate of incorporation and Memorandum and Articles of Association.
3. Postal Address: ...........................................................................................................
4. Phone No.: ..................................................................................................................
5. Physical Address: .......................................................................................................
6. Email address: ............................................................................................................
7. Qualifications (in case of an individual shareholder): 68 20th February, 2026

Minimum Academic Qualification (include date obtained and institution) Highest Academic Qualification (include date obtained and institution) Other Qualifications (include date obtained and institution) 8. Amount, type and percentage of shareholding, if any, in any financial institution: Name of Type of Amount of Percentage of company Shareholding

9. Describe your source of income and attach latest audited financial statements for a body corporate or latest certified bank statements for an individual shareholder. .....................................................................................................................................

10. Describe how you will be able to provide on-going capital support to the applicant once licensed. ..................................................................................................................................... .....................................................................................................................................

11. Shareholding in other companies other than those listed under paragraph 8: Company’s Date of Amount of Percentage of Past Remarks name incorporation shareholding Shareholding Shareholding A B

A. Refers to date of closure or surrender of shares B. Refers to reasons for closure or surrender 12. Employment/Business record (Please include positions you are holding, or may have held as a shareholder at any financial institution anywhere in the world) Name of Name of Positions held Responsibilities Reasons for shareholder Employer held and dates (where applicable) Leaving

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13. Bank and bank account details for the last five years: PERIOD BANKER BANK ACCOUNT DETAILS

14. Borrowings: 14.1 Does the shareholder have a current credit facility: YES/NO (circle as appropriate) If yes, provide the following details for each of the credit facilities (loan, overdraft, guarantee, etc): Name of lending institution Type of facility Date of offer Terms of offer Security offered Value of security Current outstanding balance 14.2 Have you ever defaulted on a credit facility? YES/NO (circle as appropriate) If yes, provide details: ...................................................................................... (Attach latest credit reference report from a credit reference bureau)

15. Have you or any entity with which you are associated as director, shareholder or senior management official ever held or applied for a licence or equivalent authorisation to carry on any business activity in any country? YES/NO (circle as appropriate) 15.1 If yes, provide details: ...................................................................................... 15.2 If any such application was rejected or withdrawn after it had been issued, or any authorisation revoked, give particulars: ...........................................................................................................................

16. Has court judgment been given against you on a matter involving fraud, dishonesty, violence, misrepresentation, breach of contract, breach of fiduciary duty or professional negligence or are there any court proceedings pending that may lead to such a judgment? YES/NO (circle as appropriate) 16.1 If yes, provide details: ......................................................................................

17. Has any body corporate , partnership, or unincorporated institution with which you were associated as a controlling party shareholder, director, or senior management official, in Malawi or elsewhere, been wound-up, made subject to an administration order, otherwise made any compromise or arrangement with its creditors, or ceased trading either while you were associated with it or within one year after you ceased 70 20th February, 2026

to be associated with it or has anything analogous to any of these events occurred under the laws of any jurisdiction? YES/NO (circle as appropriate) 17.1. If yes, provide details: ...................................................................................... ........................................................................................................................... 18. Have you contravened any written law designed for protecting members of the public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts? YES/NO (circle as appropriate) 18.1. If yes, provide details: ...................................................................................... ........................................................................................................................... 19. Have you ever failed to satisfy, within one year, a court judgment debt in Malawi or elsewhere? YES/NO (circle as appropriate) 19.1. If yes, provide details: ...................................................................................... ........................................................................................................................... 20. Have you ever been adjudged bankrupt by a court in Malawi or elsewhere? YES/NO (circle as appropriate) If yes, provide details: ................................................................................................ 20.1 Has a bankruptcy petition ever been served on you? YES/NO (circle as appropriate) If yes, provide details: ...................................................................................... 20.2 Have you made any compromise arrangement or otherwise failed to satisfy a creditor in full? YES/NO (circle as appropriate) If yes, provide details: ...................................................................................... 21 Have you ever been censured, prosecuted, warned as to conduct, disciplined, disqualified or suspended from practicing a profession, removed from office, or made subject to a court order at the instigation of any governmental body appointed under any enactment, by a professional organization, or the substantial equivalent thereof in Malawi or elsewhere? YES/NO (circle as appropriate) 21.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 22 Indicate three individuals of good standing who would be able to provide a reference on your personal integrity. The referees should not be related to you and should have known you for at least three years. Referee 1 Referee 2 Referee 3 Name Address Occupation Contact details: phone numbers and email address For how long has the referee known you? 20th February, 2026 71

DECLARATION: I, the undersigned, being shareholder of the Applicant, declare that to the best of my knowledge and belief, the information given in this Form and the supporting documents is true, correct, complete and made in good faith: SIGNED: Full Names: ........................................................................................................................ Signature: ........................................................................................................................... Date: ................................................................................................................................... APPENDIX 2 FIT AND PROPER QUESTIONNAIRE FOR DIRECTOR No QUESTION RESPONSE

1. Full Name of Nominee
2. Postal Address
3. Telephone Number
4. Email Address
5. Physical Address
6. Date of Appointment
7. Minimum Academic Qualification (include date obtained and institution)
8. Highest Academic/Professional Qualification (include date obtained and institution)
9. Other qualifications (include date obtained and institution)
10. Work Experience: (include full details of employer, positions held and years of service)
11. Information on other directorships
12. Information on business interests
13. Experience in capital markets
14. Has the Nominee— (a) been subject to a direction, administrative penalty or any enforcement action by the Registrar or any regulatory body? YES/NO (circle as appropriate) If YES, provide details ............................... (b) been convicted of any offence, or are there any proceedings now pending which may lead to a conviction for any offence involving fraud or dishonesty? YES/NO (circle as appropriate) If YES, provide details ...............................

72 20th February, 2026

No QUESTION RESPONSE (c) been adjudged by a court of law to have committed fraud or any act of dishonesty, or violence, misinterpretation, breach of contract, bankruptcy, breach of fiduciary duty or professional negligence, or are there any proceedings now pending that may lead to such a judgement or finding? YES/NO (circle as appropriate) If YES, provide details ............................... (d) contravened any written law designed to protect members of the public against financial loss due to dishonesty, incompetence or malpractice by a person concerned in the provision of a financial service or the management of a company or against financial loss due to the conduct of a discharged or undischarged bankrupt? YES/NO (circle as appropriate) If YES, provide details ............................... (e) ever been or is subject to an investigation in Malawi or elsewhere, by or at the instigation of any a government department or agency, professional association, or other regulatory body? YES/NO (circle as appropriate) If YES, provide details ............................... 15. Borrowings: 15.1 Does the Nominee have a current credit facility: YES/NO (circle as appropriate) If yes, provide the following details for each of the credit facilities (loan, overdraft, guarantee, etc): Name of lending institution Type of facility Date of offer Terms of offer Security offered Value of security Current outstanding balance 20th February, 2026 73

16. Bank and bank account details for the last five years. PERIOD BANKER BANK ACCOUNT DETAILS

17. Additional details that the Nominee would like to disclose to the Registrar: ..................................................................................................................................... SIGNED Name:.......................................................................................................................... Signature:.................................................................................................................... Date:............................................................................................................................ APPENDIX 3 FIT AND PROPER QUESTIONNAIRE FOR SENIOR MANAGEMENT OFFICIAL (Where space provided is not enough, please provide the extra information on additional sheets)

18. Full Name of Nominee: ..............................................................................................

19. Proposed position: ......................................................................................................

20. Postal Address:............................................................................................................

21. Contact Numbers: .......................................................................................................

22. Physical Address: .......................................................................................................

23. Qualifications: ............................................................................................................ Minimum Academic Qualification (include date obtained and institution) Highest Academic Qualification (include date obtained and institution) Other Qualifications (include date obtained and institution)

24. Amount, type and percentage of shareholding, if any, in any company: Name Type of Amount of Percentage of Shareholding 74 20th February, 2026

25. Do you hold any directorship in any company? YES/NO (circle as appropriate) 8.1 If yes, please provide details:............................................................................

26. Employment record (Please include positions you are holding, or may have held with any employer anywhere in the world). Name of Employer Positions held Responsibilities Reasons for and dates (where applicable) Leaving

27. Provide your bank account details for the last five years. YEAR BANKER BANK ACCOUNT DETAILS

28. Are you a member of any professional body in Malawi such as Institute of Chartered Accountants in Malawi (ICAM), Institute of Internal Auditors (IIA), Economics Association of Malawi (ECAMA) or Malawi Law Society (MLS)? YES/NO (circle as appropriate). 11.1 If yes, provide details: ......................................................................................

29. Have you or any entity with which you are associated with as director, shareholder or senior management official ever held or applied for a licence or equivalent authorisation to carry on any business activity in any country? YES/NO (circle as appropriate). 12.1 If yes, provide details: ..................................................................................... 12.2 If any such application was rejected or withdrawn after it had been issued, or any authorisation revoked, give particulars: ................................................ ...........................................................................................................................

30. Has judgment involving finding of fraud, dishonesty, violence, misrepresentation breach of contract, breach of fiduciary duty or professional negligence given against you or are there any proceedings now pending that may lead to such a judgment or finding? YES/NO (circle as appropriate). 13.1 If yes, provide details: ...................................................................................... ...........................................................................................................................

31. Has any body corporate , partnership, or unincorporated institution with which you were associated with as a controlling party shareholder, director, or senior management official, in Malawi or elsewhere, been wound-up, made subject to an administration order, otherwise made any compromise or arrangement with its creditors, or ceased trading either while you were associated with it or within one 20th February, 2026 75

year after you ceased to be associated with it or has anything analogous to any of these events occurred under the laws of any other jurisdiction? YES/NO (circle as appropriate) 14.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 15. Have you contravened any written law designed for protecting members of the public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts? YES/NO (circle as appropriate) 15.1 If yes, provide details: ..................................................................................... ........................................................................................................................... 16. Have you ever failed to satisfy within one year a judgment of debt under a court order in Malawi or elsewhere? YES/NO (circle as appropriate) 16.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 17. Have you ever been adjudged bankrupt by a court in Malawi or elsewhere? YES/NO (circle as appropriate). 17.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 18. Has a bankruptcy petition ever been served on you? YES/NO (circle as appropriate). 18.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 18.2 Have you made any compromise arrangement or otherwise failed to satisfy creditors in full? YES/NO (circle as appropriate). If yes, provide details: ...................................................................................... ........................................................................................................................... 19. Have you been censured, prosecuted, warned as to conduct, disciplined, disqualified or suspended from practicing a profession, removed from office, publicly criticized, or made subject to a court order at the instigation of any governmental body appointed under any enactment, by a professional organization, or the substantial equivalent thereof in Malawi or elsewhere? YES/NO (circle as appropriate). 19.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 20. Indicate three individuals of good standing who would be able to provide a reference on your personal and professional integrity. The referees must not be related to you and must have known you for at least three years. 76 20th February, 2026

Referee 1 Referee 2 Referee 3 Name Address Occupation Contact details: phone numbers and email address For how long has the referee known you? 21. Please attach copies of employment contracts, where applicable. 22. Did the board approve your appointment? YES/NO (circle as appropriate). 22.1 If yes, please attach a copy of the board resolution. 23. Please attach a copy of certified minutes of the board demonstrating that the board evaluated the proposed nominee according to the “Fit and Proper” requirements and found the nominee to be “fit and proper”. DECLARATION: I, the undersigned, being proposed for appointment as ……………………………., declare that to the best of my knowledge and belief, the information given in this questionnaire and the attached supporting documents is true, correct, complete and made in good faith. SIGNED: Full Name: .......................................................................................................................... Signature: ........................................................................................................................... Date: ................................................................................................................................... APPENDIX 4 FIT AND PROPER QUESTIONNAIRE FOR SECURITIES REPRESENTATIVE (Where space provided is not enough, please provide the extra information on additional sheets)

1. Full Name of Nominee: ......................................................................................................

2. Position: .............................................................................................................................

3. Postal Address: ...................................................................................................................

4. Contact Phone Number: .....................................................................................................

5. Physical Address: ...............................................................................................................

6. Qualifications: .................................................................................................................... 20th February, 2026 77

Minimum Academic Qualification (include date obtained and institution) Highest Academic Qualification (include date obtained and institution) Other Qualifications (include date obtained and institution)

7. Amount, type and percentage of shareholding, if any, in any company: Name Type of Amount of Percentage of Shareholding

8. Do you hold any directorship in any company? YES/NO (circle as appropriate). 8.1 If yes, please provide details. ............................................................................

9. Bank and bank account details for the last five years: PERIOD BANKER BANK ACCOUNT DETAILS

10. Are you a member of any professional body in Malawi such as Institute of Chartered Accountants in Malawi (ICAM), Institute of Internal Auditors (IIA), Economics Association of Malawi (ECAMA) or Malawi Law Society (MLS)? YES/NO (circle as appropriate). 10.1 If yes, provide details: ...................................................................................... ...........................................................................................................................

11. Do you hold a licence or equivalent authorisation to carry on any business activity in any country? YES/NO (circle as appropriate). 11.1 If yes, provide details: ...................................................................................... ...........................................................................................................................

12. Has judgment involving finding of fraud, dishonesty, violence, misrepresentation breach of contract, breach of fiduciary duty or professional negligence given against you or are there any proceedings now pending that may lead to such a judgment or finding? YES/NO (circle as appropriate). 12.1 If yes, provide details: ......................................................................................

13. Has any corporate body, partnership, or unincorporated institution with which you were associated with as a controlling party shareholder, director, or management official, in Malawi or elsewhere, been wound-up, made subject to an administration 78 20th February, 2026

order, otherwise made any compromise or arrangement with its creditors, or ceased trading either while you were associated with it or within one year after you ceased to be associated with it or has anything analogous to any of these events occurred under the laws of any other jurisdiction?YES/NO (circle as appropriate). 13.1 If yes, please provide details: ........................................................................... ........................................................................................................................... 14. Have you contravened any written law designed for protecting members of the public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts? YES/NO (circle as appropriate). 14.1 If yes, provide details: ........................................................................... ........................................................................................................................... 15. Have you ever failed to satisfy, within one year, a judgment debt under a court order in Malawi or elsewhere? YES/NO (circle as appropriate). 15.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 16. Have you ever been adjudged bankrupt by a court in Malawi or elsewhere? YES/NO (circle as appropriate). 16.1 If yes, provide details: ........................................................................... ........................................................................................................................... 17. Has a bankruptcy petition ever been served on you? YES/NO (circle as appropriate). 17.1 If yes, provide details: ........................................................................... ........................................................................................................................... 18. Have you made any compromise arrangement or otherwise failed to satisfy creditors in full? YES/NO (circle as appropriate). 18.1 If yes, provide details: ........................................................................... ........................................................................................................................... 19. Have you been censured, prosecuted, warned as to conduct, disciplined, disqualified or suspended from practicing a profession, removed from office, publicly criticized, or made subject to a court order at the instigation of any governmental body appointed under any enactment, by a professional organization, or the substantial equivalent thereof in Malawi or elsewhere? YES/NO (circle as appropriate). 19.1 If yes, provide details: ........................................................................... ........................................................................................................................... DECLARATION: I, the undersigned, being proposed as…………………………………………….., declare that to the best of my knowledge and belief, the information given in this Form and the supporting documents submitted together with the Form are true, correct complete and made in good faith: 20th February, 2026 79

SIGNED: FULL NAME: .................................................................................................................... SIGNATURE: .................................................................................................................... DATE: ................................................................................................................................ FORM SB 2 (para. 7(2)(a)) FINANCIAL SERVICES ACT (CAP. 44:05) SECURITIES BROKER/DEALER LICENCE A LICENCE is hereby issued to of to operate as a securities broker/dealer. This licence is issued subject to the provisions of the Financial Services Act and is valid for a period of one year from ………. to ………………..…. ISSUED THIS ........................ DAY OF .................................................. 20 ……………... .......................................................................... Registrar of Financial Institutions FORM SB 3 (para. 8(1)(b)) FINANCIAL SERVICES ACT (CAP. 44:05) APPLICATION FORM FOR RENEWAL OF SECURITIES BROKER OR DEALER LICENCE INSTRUCTIONS: (a) This Application Form has 20 Parts and 4 Appendices. Please complete all Parts and Appendices. (b) Where the space provided is not enough, provide the extra information on additional sheets. (c) Observe requirements stipulated in the Act and the Securities Act in completing this Form. (d) Attach a duly signed supporting documents checklist. (e) All written communication in with respect to the application should be made on a letterhead. (f) Inquiries with respect to the completion and status of this application should be directed to: The Director, Financial Sector Regulation Department, Reserve Bank of Malawi, 10 Hannover Avenue, P.O. Box 565, Blantyre. Telephone: 01 820 444/299. Email: fsr@rbm.mw 80 20th February, 2026

(g) The completed application Form together with all supporting documents should be submitted to: The Registrar of Financial Institutions, Reserve Bank of Malawi, Convention Drive, P.O. Box 30063, Lilongwe 3, Malawi. (h) Provision of any false or misleading information or omission of a material fact will constitute a ground for rejection of the application or imposition of an administrative penalty. (i) An incomplete application will be rejected 1 Name of Applicant: ..................................................................................................... 2 Contact details— (a) Physical address: .............................................................................................. (b) Postal address: .................................................................................................. (c) Telephone number: ........................................................................................... (d) Mobile number: ................................................................................................ (e) Email address: .................................................................................................. (f) Website: ............................................................................................................ 3 Licence number for previous year: ............................................................................. 4 Shareholding update (if there has been any change to particulars of shareholding since the last application). Name Nationality Address Percentage of Source of Share Ownership Funds

5 Places of business of shareholder (where applicable): Name of Business Place Start Date Year in Operation

20th February, 2026 81

6 List branches where the applicant is operating: Name of Branch Physical Address Contact Details Date Opened

7 Details of share capital— (a) Issued capital.............................................................................................. (b) Paid up capital............................................................................................ (c) Shareholders funds…………….……………………………...…………. 8 Directors (if there has been any change of director, including a change to particularsin table below, provide update): Name Nationality Date of Address Other Appointment Directorships NOTE: Attach a Curriculum Vitae for each Director. 9 Senior management update (if there has been any change of office holder, including a change to particulars in table below, provide update): Executive Officer Dealing Officer Financial Officer Full name Nationality and national identity number Date of birth Qualifications and date obtained Date of appointment Details of previous employment NOTE: Attach a Curriculum Vitae for each senior management official. 82 20th February, 2026

10 Update any changes in the details below for each securities representative: Name Contact Details Qualifications and Previous Employment (postal address, Date Obtained (position, employer mobile phone and number of years) and email address)

11 Borrowings: Does the applicant have a current credit facility? YES/NO (circle as appropriate). 11.1 If yes, provide the following details for each of the credit facilities (loan, overdraft, guarantee, etc): Name of lending institution Type of facility Date of offer Terms of offer Security offered Value of security Current outstanding balance 12 Bank account update (If there has been a change of banker or other details provide update): Name of Banker Branch and Address Details of Bank Account

13 External auditor update (if there has been any change, provide details): Name of External Physical and Postal Address Telephone and Email Address Auditor

20th February, 2026 83

14 Has the applicant been convicted of any offence, or are there any pending proceedings which may lead to a conviction? YES/NO (Circle as appropriate) 14.1 If yes, give particulars: ............................................................................................... 15 Has the applicant made any compromise or arrangement with its creditor in the past or otherwise failed to satisfy the creditor in full? YES/NO (circle as appropriate). 15.1 If yes, give particulars: ..................................................................................... 16 Is an inspector or other authorized officer of a Government Ministry, Department or Agency, professional association or other regulatory body conducting an investigation into the affairs of the applicant or has any such investigation been conducted previously? YES/NO (Circle as appropriate) 16.1 If yes, give particulars: ..................................................................................... 17. Is the applicant currently engaged, or does it expect to be engaged, in any litigation which may have a material effect on the resources of the applicant? YES/NO (Circle as appropriate) 17.1 If yes, provide particulars: .............................................................................. 18. Is the applicant engaged or does it expect to be engaged in any business relationship with any of its related parties? YES/NO (circle as appropriate). 18.1 If yes, please provide details: ............................................................................ 19. Submit the following supporting documents together with the application Form— (a) recommendation letter to renew licence from a stock exchange where the applicant is affiliated; and (b) a completed Fit and Proper Questionnaire for each shareholder, director, senior management official, and securities representative set out in Appendices 1- 4. 20. DECLARATION: We, the undersigned, being Directors of the applicant, hereby certify that the— (a) information provided in this Form and all supporting documents attached hereto is true and correct to the best of our knowledge and belief; (b) applicant will carry on the stock exchange business honestly and in accordance with good and sound business principles; and (c) applicant will at all times comply with the Act and other applicable financial services laws. We further certify that— (a) to the best of our knowledge and belief, we have not withheld any information relevant to this application; and (b) shall promptly inform the Registrar of any material change to this application which may arise while the application is under consideration. 84 20th February, 2026

NAME SIGNATURE TITLE/POSITION

Date stamp: ……………………………………….......………………………………….. APPENDIX 1 Appendix 2 FIT AND PROPER QUESTIONNAIRE FOR SHAREHOLDER (Where space provided is not enough, please provide the extra information on additional sheets)

1. Full Name: ..................................................................................................................

2. In case of a corporate body, date of incorporation and registration number: ............

3. Postal Address: ...........................................................................................................

4. Contact Number: ........................................................................................................

5. Physical Address: .......................................................................................................

6. Email Address: ...........................................................................................................

7. Qualifications (in case of an individual shareholder): Minimum Academic Qualification (include date obtained and institution) Highest Academic Qualification (include date obtained and institution) Other Qualifications (include date obtained and institution)

8. Update any changes in the amount, type and percentage of shareholding, if any, in any financial institution: Name Type of Amount of Percentage of Shareholding

20th February, 2026 85

9. Describe how you will be able to provide on-going capital support to the licensee. ..................................................................................................................................... .....................................................................................................................................

10. Update any changes in shareholding in other companies: Company’s Date of Amount of Percentage of Past Remarks name incorporation shareholding Shareholding Shareholding A B

A. Refers to date of closure or surrender of shares B. Refers to reasons for closure or surrender 11. Update any changes in details of your bank and bank account details: PERIOD BANK BANK ACCOUNT DETAIL

12. Borrowings: 12.1 Do you have a current credit facility? YES/NO (circle as appropriate). If yes, provide the following details for each of the credit facilities (loan, overdraft, guarantee, etc): Name of lending institution Type of facility Date of offer Terms of offer Security offered Value of security Current outstanding balance 12.2 Have you ever defaulted on a credit facility? YES/NO (circle as appropriate). If yes, provide details: ...................................................................................... (Attach latest credit reference report from a credit reference bureau) 86 20th February, 2026

13. Have you or any entity with which you are associated with as director, shareholder or senior management official or ever held or applied for a licence or equivalent authorisation to carry on any business activity in any country? YES/NO (circle as appropriate). 13.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 13.2 If any such application was rejected or withdrawn after it had been issued, or any authorisation revoked, give particulars: ................................................

14. Has judgment involving finding of fraud, dishonesty, violence, misrepresentation breach of contract, breach of fiduciary duty or professional negligence given against you or are there any proceedings now pending that may lead to such a judgment or finding? YES/NO (circle as appropriate). 14.1 If yes, provide details: ......................................................................................

15. Has any body corporate , partnership, or unincorporated institution with which you were associated as a controlling party, shareholder, director, or senior management official, in Malawi or elsewhere, been wound-up, made subject to an administration order, otherwise made any compromise or arrangement with its creditors, or ceased trading either while you were associated with it or within one year after you ceased to be associated with it or has anything analogous to any of these events occurred under the laws of any other jurisdiction? YES/NO (circle as appropriate). 15.1 If yes, please provide details: ...........................................................................

16. Have you contravened any written law designed for protecting members of the public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts? YES/NO (circle as appropriate). 16.1 If yes, provide details: ......................................................................................

17. Have you ever failed to satisfy, within one year, a judgment debt under a court order in Malawi or elsewhere? YES/NO (circle as appropriate). 17.1 If yes, provide details: ......................................................................................

18. Have you ever been adjudged bankrupt by a court in Malawi or elsewhere? YES/NO (circle as appropriate). If yes, provide details: ................................................................................................ 18.1 Has a bankruptcy petition ever been served on you? YES/NO (circle as appropriate). If yes, provide details: ...................................................................................... 18.2 Have you made any compromise arrangement or otherwise failed to satisfy creditors in full? YES/NO (circle as appropriate). If yes, provide details: ......................................................................................

19. Have you ever been censured, prosecuted, warned as to conduct, disciplined, disqualified or suspended from practicing a profession, removed from office, publicly criticized, or made subject to a court order at the instigation of any governmental body appointed under any enactment, by a professional organization, 20th February, 2026 87

or the substantial equivalent thereof in Malawi or elsewhere? YES/NO (circle as appropriate). 19.1 If yes, provide details: ...................................................................................... DECLARATION: I, the undersigned, being shareholder of the Applicant, declare that to the best of my knowledge and belief, the information given in this form and the supporting documentation submitted together with this form are true, correct, complete and made in good faith: SIGNED: Full Names: ........................................................................................................................ Signature: ........................................................................................................................... Date: ................................................................................................................................... APPENDIX 2 FIT AND PROPER QUESTIONNAIRE FOR DIRECTOR No QUESTION RESPONSE

1. Full Name of Nominee
2. Postal Address
3. Telephone Number
4. Email Address
5. Physical Address
6. Date of Appointment
7. Minimum Academic Qualification (include date obtained and institution)
8. Highest Academic/Professional Qualification (include date obtained and institution)
9. Other qualifications (include date obtained and institution)
10. Work Experience: (where applicable include full ,details of employer, positions positions held and years of service)
11. Information on other directorships
12. Information on business interests
13. Experience in capital markets
14. Has the Nominee— (a) been subject to a direction, administrative penalty or any enforcement action by the Registrar or any regulatory body? YES/NO (circle as appropriate) If YES, provide details …………… 88 20th February, 2026

No QUESTION RESPONSE (b) been convicted of any offence, or are there any proceedings now pending which may lead to a conviction for any offence involving fraud or dishonesty? YES/NO (circle as appropriate) If YES, provide details……………. (c) been adjudged by a court of law to have committed fraud or any act of dishonesty, or violence, misinterpretation, breach of contract, bankruptcy, breach of fiduciary duty or professional negligence or are there any proceedings now pending that may lead to such a judgement or finding? YES/NO (circle as appropriate) If YES, provide details …………… (d) contravened any written law designed to protect members of the public against financial loss due to dishonesty, incompetence or malpractice by a person concerned in the provision of a financial service or the management of a company or against financial loss due to the conduct of a discharged or undischarged bankrupt? YES/NO (circle as appropriate) If YES, provide details …………… (e) ever been or is subject to an investigation in Malawi or elsewhere, by or at the instigation of any government department or agency, professional association, or other regulatory body? YES/NO (circle as appropriate) If YES, provide details ………… 15. Borrowings: 15.1 Does the Nominee have a current credit facility: YES/NO (circle as appropriate) If yes, provide the following details for each of the credit facilities (loan, overdraft, guarantee, etc): Name of lending institution Type of facility Date of offer Terms of offer Security offered Value of security Current outstanding balance 20th February, 2026 89

16. Bank and bank account details for the last five years. PERIOD BANKER BANK ACCOUNT DETAILS

17. Additional details that Nominee would like to disclose to the Registrar: ................. ..................................................................................................................................... SIGNED Name: ................................................................................................................................. Signature: ........................................................................................................................... Date: ................................................................................................................................... APPENDIX 3 FIT AND PROPER QUESTIONNAIRE FOR SENIOR MANAGEMENT OFFICIAL (Where space provided is not enough, please provide the extra information on additional sheets)

18. Full Name of Nominee: ..............................................................................................

19. Proposed position: ......................................................................................................

20. Postal Address: ...........................................................................................................

21. Contact Number: ........................................................................................................

22. Physical Address: .......................................................................................................

23. Qualifications: Minimum Academic Qualification (include date obtained and institution) Highest Academic Qualification (include date obtained and institution) Other Qualifications (include date obtained and institution)

24. Amount, type and percentage of shareholding, if any, in any company: Name Type of Amount of Percentage of Shareholding

90 20th February, 2026

8. Do you hold any directorship in any company? YES/NO (circle as appropriate). 8.1 If yes, please provide details: ........................................................................... ...........................................................................................................................

9. Employment record (Please include positions you are holding, or may have held with any employer anywhere in the world) Name of Employer Positions held Responsibilities Reasons for and dates (where applicable) Leaving

10. Bank and bank account details for the last five years. YEAR BANKER BANK ACCOUNT DETAILS

11. Are you a member of any professional body in Malawi such as Institute of Chartered Accountants in Malawi (ICAM), Institute of Internal Auditors (IIA), Economics Association of Malawi (ECAMA) or Malawi Law Society (MLS)? YES/NO (circle as appropriate). 11.1 If yes, provide details: ...................................................................................... ...........................................................................................................................

12. Have you or any entity with which you are associated with as director, shareholder or senior management official ever held or applied for a licence or equivalent authorisation to carry on any business activity in any country? YES/NO (circle as appropriate). 12.1 If yes, provide details: ...................................................................................... 12.2 If any such application was rejected or withdrawn after it had been issued, or any authorisation revoked, give particulars: ....................................................

13. Has judgment involving finding of fraud, dishonesty, violence, misrepresentation breach of contract, breach of fiduciary duty or professional negligence given against you or are there any proceedings now pending that may lead to such a judgment or finding? YES/NO (circle as appropriate). 13.1 If yes, provide details: ........................................................................................

14. Has any body corporate , partnership, or unincorporated institution with which you were associated with as a controlling party shareholder, director, or senior management official, in Malawi or elsewhere, been wound-up, made subject to an administration order, otherwise made any compromise or arrangement with its 20th February, 2026 91

creditors, or ceased trading either while you were associated with it or within one year after you ceased to be associated with it or has anything analogous to any of these events occurred under the laws of any other jurisdiction? YES/NO (circle as appropriate). 14.1 If yes, please provide details: ........................................................................... ........................................................................................................................... 15. Have you contravened any written law designed for protecting members of the public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts? YES/NO (circle as appropriate). 15.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 16. Have you ever failed to satisfy within one year a judgment of debt under a court order in Malawi or elsewhere? YES/NO (circle as appropriate). If yes, provide details: ................................................................................................ 16.1 Have you ever been adjudged bankrupt by a court in Malawi or elsewhere? YES/NO (circle as appropriate). If yes, provide details: ...................................................................................... ........................................................................................................................... 16.2 Has a bankruptcy petition ever been served on you? YES/NO (circle as appropriate). If yes, provide details: ..................................................................................... ........................................................................................................................... 16.3 Have you made any compromise arrangement or otherwise failed to satisfy creditors in full? YES/NO (circle as appropriate). If yes, provide details: ...................................................................................... ........................................................................................................................... 17. Have you been censured, prosecuted, warned as to conduct, disciplined, disqualified or suspended from practicing a profession, removed from office, publicly criticized, or made subject to a court order at the instigation of any governmental body appointed under any enactment, by a professional organization, or the equivalent thereof in Malawi or elsewhere? YES/NO (circle as appropriate). 17.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 18. Indicate three individuals of good standing who would be able to provide a reference on your personal and professional integrity. The referees must not be related to you and must have known you for at least three years. 92 20th February, 2026

Referee 1 Referee 2 Referee 3 Name Address Occupation Contact details: phone numbers and email address For how long has the referee known you? 19. Did the board approve your appointment? YES/NO (circle as appropriate). 19.1 If yes, please attach a copy of the board resolution. 20. Please attach a copy of certified minutes of the board demonstrating that the board evaluated the proposed nominee according to the “Fit and Proper” requirements and found the applicant to be “fit and proper”. DECLARATION: I, the undersigned, being proposed as…………………………………………….., declare that to the best of my knowledge and belief, the information given in this form and the supporting documentation submitted together with this form are true, correct complete and made in good faith: SIGNED Full Name: .......................................................................................................................... Signature: ........................................................................................................................... Date: ................................................................................................................................... APPENDIX 4 FIT AND PROPER QUESTIONNAIRE FOR SECURITIES REPRESENTATIVE (Where space provided is not enough, please provide the extra information on additional sheets)

1. Full Name of Nominee: ..............................................................................................
2. Position: ......................................................................................................................
3. Postal Address: ...........................................................................................................
4. Contact Phone Number: .............................................................................................
5. Physical Address: .......................................................................................................
6. Qualifications: ............................................................................................................ 20th February, 2026 93

Minimum Academic Qualification (include date obtained and institution) Highest Academic Qualification (include date obtained and institution) Other Qualifications (include date obtained and institution) 7. Update on amount, type and percentage of shareholding, if any, in any company: Name of Type of Amount of Percentage of company Shareholding

8. Do you hold any directorship in any company? YES/NO (circle as appropriate). 8.1 If yes, please provide details. ...........................................................................

9. Update on bank and bank account details for the last five years. PERIOD BANKER BANK ACCOUNT DETAILS

10. Are you a member of any professional body in Malawi such as Institute of Chartered Accountants in Malawi (ICAM), Institute of Internal Auditors (IIA), Economics Association of Malawi (ECAMA) or Malawi Law Society (MLS)? YES/NO (circle as appropriate). 10.2 If yes, provide details: ...................................................................................... ...........................................................................................................................

11. Do you hold a licence or equivalent authorisation to carry on any business activity in any country? YES/NO (circle as appropriate). 11.1 If yes, provide details: ...................................................................................... ...........................................................................................................................

12. Has judgment involving finding of fraud, dishonesty, violence, misrepresentation breach of contract, breach of fiduciary duty or professional negligence given against you or are there any proceedings now pending that may lead to such a judgment or finding? YES/NO (circle as appropriate). 12.1 If yes, provide details: ......................................................................................

13. Has any corporate body, partnership, or unincorporated institution with which you were associated with as a controlling party shareholder, director, or management official, in Malawi or elsewhere, been wound-up, made subject to an administration 94 20th February, 2026

order, otherwise made any compromise or arrangement with its creditors, or ceased trading either while you were associated with it or within one year after you ceased to be associated with it or has anything analogous to any of these events occurred under the laws of any other jurisdiction? YES/NO (circle as appropriate). 13.1 If yes, please provide details: …………………………..………………… 14. Have you contravened any written law designed for protecting members of the public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts? YES/NO (circle as appropriate). 14.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 15. Have you ever failed to satisfy, within one year, a judgment debt under a court order in Malawi or elsewhere? YES/NO (circle as appropriate). 15.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 16. Have you ever been adjudged bankrupt by a court in Malawi or elsewhere? YES/NO (circle as appropriate). 16.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 17. Has a bankruptcy petition ever been served on you? YES/NO (circle as appropriate). 17.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 18. Have you made any compromise arrangement or otherwise failed to satisfy creditors in full? YES/NO (circle as appropriate). 18.1 If yes, provide details: ...................................................................................... ........................................................................................................................... 19. Have you been censured, prosecuted, warned as to conduct, disciplined, disqualified or suspended from practicing a profession, removed from office, publicly criticized, or made subject to a court order at the instigation of any governmental body appointed under any enactment, by a professional organization, or the substantial equivalent thereof in Malawi or elsewhere? YES/NO (circle as appropriate). 19.1 If yes, provide details: ...................................................................................... ........................................................................................................................... DECLARATION: I, the undersigned, being proposed as…………………………………………….., declare that to the best of my knowledge and belief, the information given in this Form and the supporting documents submitted together with the Form are true, correct complete and made in good faith: 20th February, 2026 95

SIGNED FULL NAME: .................................................................................................................... SIGNATURE: .................................................................................................................... DATE: ................................................................................................................................ SECOND SCHEDULE (para. 14) FINANCIAL SERVICES ACT (CAP. 44:05) CLIENT ACCOUNT INFORMATION Natural person (a) Name: ......................................................................................................................... (b) Contact details— (i) Residential address, with documentary proof such as utility bill (ii) Telephone number (iii) E-mail address (c) Occupation: ................................................................................................................ (d) Name and address of employer: ................................................................................. (e) Tax identification Number: ......................................................................................... (f) Identification No. (National Identity, Passport or Driving Licence): ......................... (g) CSD Account Number: ............................................................................................... Corporate entity (a) Name: ......................................................................................................................... (b) Contact details— (i) Registered address (ii) Telephone number (iii) E-mail address (c) Names and designations of persons authorized to transact business:…… (d) Registration or incorporation No. (attach copy of registration or incorporation certificate) (e) Tax identification number:……………………………………………… (f) CSD Account Number: ………………………………………………… 96 20th February, 2026

THIRD SCHEDULE FORM SB 4 (para. 27(1)) FINANCIAL SERVICES ACT (CAP. 44:05) MONTHLY CALL REPORT Institution: Financial Year: Start Date: End Date: STATEMENT OF FINANCIAL POSITION Amount MK'000 ASSETS Non-current assets Property, plant and equipment Intangible assets Long-term financial investments Deferred tax Other non-current assets Total non-current assets - Current assets Cash and cash equivalents Trade and other receivables Investments Amounts due from related parties Other current assets Total current assets - Total Assets - EQUITY AND LIABILITIES Shareholders’ equity Share capital Share premium Revaluation reserves 20th February, 2026 97

Retained earnings Total shareholders equity - Non-current liabilities Long-term loans Deferred tax Other non-current liabilities Total non-current liabilities - Current liabilities Trade and other payables Bank Overdraft Provisions and accruals Short-term loans and advances Income Tax payable Amounts due to related parties Other current liabilities Total current liabilities - Total equity and liabilities -

Institution: Financial Year: Start Date: End Date: STATEMENT OF COMPREHENSIVE INCOME Amount MK'000 INCOME Trading income Share trading commissions Advisory fees Net Interest from clients Other fees and Commission Total trading income - Non-trading income Fees and commissions 98 20th February, 2026

Interest income on investments Dividend income Fair value increase on investments Gain on disposal of assets Other non-trading income Total non-trading income - Total income - EXPENSES Staff costs Directors fees and expenses Management fees Audit fees and expenses Finance costs Administrative costs Fair value loss on investments Other expenses Total expenses - Profit/(Loss) before interest and income tax - Interest expense Income tax expense/(credit) Net profit/(loss) for the period - Other comprehensive income Total comprehensive income/(loss) for the period -

Institution: Financial Year: Start Date: End Date: STATEMENT OF CASH FLOWS Amount MK'000 Cash flows from operating activities Cash receipts from clients 20th February, 2026 99

Cash paid to suppliers and employees Interest paid Income tax paid Net cash flows from operating activities - Cash flows from investing activities Purchase of property, plant and equipment Purchase of financial assets Interest received Dividends received Sale of property, plant and equipment Disposal of financial assets Net cash flows from investing activities - Cash flows from financing activities Proceeds from long-term borrowings Proceeds from issue of share capital Shareholders advances Repayment of long-term borrowings Dividends paid Net cash flow from financing activities - Net (decrease)/increase in cash and cash equivalents - Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period - Additional statutory information Decrease/increase in net working capital

Institution: Financial Year: Start Date: End Date: STATEMENT OF REGULATORY NET CAPITAL Amount MK'000 Shareholders equity as per statement of financial position Deductions The value of all unsecured loans Values of all loans and amounts due from related parties Debts doubtful of collection 100 20th February, 2026

Difference between cost and market value of securities where market value is lower Deferred expenses and intangible assets All contingent liabilities Total deductions - Regulatory net capital -

Institution: Financial Year: Start Date: End Date:

STATEMENT OF CLIENT FUNDS Amount (MK'000) Flow of Total Funds Balance of total funds at beginning of period Total value of assets acquired during the period Capital appreciation due to changes in prices of assets Income (interest, dividends, other) earned or accrued during period Total value of assets sold/withdrawn during the period Capital depreciation due to changes in prices of assets Fees, expenses, and other deductions during period Total funds at end of period - Asset Allocation Money market investments Amount (MK'000) Treasury bills Central Bank bills Total (asset allocation) - 20th February, 2026 101

FORM SB 5 (para. 27(3)) FINANCIAL SERVICES ACT (CAP. 44:05) ANNUAL AUDITED FINANCIAL STATEMENT Name and contact details of entity………………………………………….........…….…….. Financial statements for the year ended 31 December 20… Published pursuant to the Financial Services Act Statement of Comprehensive Income For the year ended 31 December 20XX Current year Prior year K'000 Trading income Non-trading income Total income - - Expenses Profit/(Loss) before income tax Income tax expense/ (credit) Net profit/(loss) for the year Other comprehensive income Total comprehensive income/(loss) for the year - -

Basic Earnings per share - -

Net profit margin - -

Statement of Financial Position 102 20th February, 2026

As at 31 December 20XX Current year Prior year K'000 K'000 ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangible assets Long-term financial investments Deferred tax Other non-current assets Total non-current assets - -

CURRENT ASSETS Short-term financial investments Amounts due from related parties Trade and other receivables Cash and cash equivalents Other current assets Total current assets - -

TOTAL ASSETS - -

SHAREHOLDERS EQUITY Share capital Share premium Revaluation reserves Retained earnings Total shareholders equity - -

20th February, 2026 103

NON-CURRENT LIABILITIES Long-term loans Deferred tax Other non-current liabilities Total non-current liabilities - -

CURRENT LIABILITIES Short-term loans Amounts due to related parties Provisions and accruals Tax payable Trade and other payables Other current liabilities Total current liabilities - - Total liabilities - - Total equity and liabilities - -

Statement of changes in equity Share Share Revaluation Retained Capital Premium Reserves Earnings Total K'000 As at 1 January current year Changes in accounting policy and correction of prior period error Issue of share capital Revaluation gain Transfer of excess depreciation/amortization 104 20th February, 2026

Transfer or disposal of assets Dividend declared Profit/(Loss) for the year As at December current year As at 1 January previous year Changes in accounting policy and correction of prior period error Issue of share capital Revaluation gain Transfer of excess depreciation/amortization Transfer or disposal of assets Dividend declared Profit / (Loss) for the year As at December previous year

Statement of Cash-flows For the year ended 31 December 20XX Current year Prior year K'000 K'000 Cash flows from operating activities Cash receipts from clients Cash paid to suppliers and employees Interest paid Income tax paid 20th February, 2026 105

Net cash flows from operating activities - - Cash flows from investing activities Purchase of property, plant and equipment Purchase of financial assets Interest received Dividends received Sale of property, plant and equipment Disposal of financial assets Net cash flows from investing activities - - Cash flows from financing activities Proceeds from long-term borrowings Proceeds from issue of share capital Shareholders advances Repayment of long-term borrowings Dividends paid Net cash flow from financing activities - - Net (decrease)/increase in cash and cash equivalents - - Cash and cash equivalents at beginning of the year - - Cash and cash equivalents at end of the year - - Additional statutory information Decrease/increase in net working capital - -

106 20th February, 2026

Commentary Auditors opinion Made this 13th day of February, 2026 DR. G. B. PARTRIDGE (FIN/PFSPD/03/20) Registrar of Financial Institutions 20th February, 2026 107