Titel

2014003194

25 APRIL 2014. - Act on the legal status and supervision of credit institutions [...]. (Cited as: Banking Act) (Heading amended by Act of 25 October 2016, art. 2, 009; Entry into force: 01-12-2016) <Heading amended by Act of 20 July 2022, art. 292, 031; Entry into force: 06-10-2022> (NOTE: Consultation of earlier versions from 07-05-2014 and text updates until 24-12-2025)

Source: Finance - Justice

Publication: 7 May 2014

Number: 2014003194

page: 36794

File number: 2014-04-25/08

Entry into force: 7 May 2014

This text has amended the following texts:

1993003235

2014003194

36 archived versions

77 implementing decisions

Table of Contents

BOOK I.

• SCOPE - DEFINITIONS - GENERAL PROVISIONS TITLE I.
• Scope Art. 1-2 TITLE II.
• Definitions Art. 3-4 TITLE III.
• Reserved names CHAPTER I.
• Name of credit institutions Art. 5 CHAPTER II.
• Credit institutions allowed to issue covered bonds Art. 6 BOOK II.
• CREDIT INSTITUTIONS GOVERNED BY BELGIAN LAW TITLE I.
• Access to the business CHAPTER I.
• Licence Section I.
• Requirement for a licence Art. 7 Section II.
• Procedure Art. 8-14, 14/1 CHAPTER II.
• Licence conditions Section I.
• General provisions Art. 15 Section II.
• Company form Art. 16 Section III.
• Share capital Art. 17 Section IV.
• Shareholders or partners Art. 18 Section V.
• Management Art. 19-20 Section VI.
• Organisation Subsection I.
• General principles Art. 21-22 Subsection II.
• Company bodies Art. 23-24, 24bis, 25-26, 26/1 Subsection III.
• Establishment of committees within the statutory governing body Art. 27-34 Subsection IV.
• Operational independent control functions Art. 35-40 Subsection V. [1 - Specific organisation for the provision of investment services, the sale of structured deposits and the provision of advice to clients in connection with such products]1 Art. 41-42, 42/1, 42/2 Section VII.
• Main management body Art. 43 Section VIII.
• Deposit protection Art. 44 TITLE II.
• Conditions for the exercise of the business CHAPTER I.
• General provisions Art. 45 CHAPTER II.
• Changes in the capital structure Art. 46-53, 53/1, 54 CHAPTER III.
• General operating conditions Section I.
• Minimum own funds Art. 55 Section II.
• Management and leaders Subsection I.
• Supervision and assessment by the statutory governing body Art. 56-58 Subsection II.
• Measures to be taken by the management committee Art. 59, 59/1 Subsection III.
• Appointments, dismissals and exercise of external functions Art. 60-62, 62/1 Section III.
• Risk management Subsection I.
• Treatment of risks Art. 63 Subsection II.
• Management of risks related to the provision of investment services Art. 64-65, 65/1, 65/2, 65/3 Section IV.
• Outsourcing Art. 66 Section V.
• The remuneration policy and its implementation Subsection I.
• Principles Art. 67-70 Subsection II.
• Credit institutions that have received exceptional public support Art. 71 Section VI. [1 - Transactions of credit institutions within the meaning of Article 1, § 3, first paragraph, 1°, that are restricted or prohibited and payments that may be declared void.]1 Subsection I. [1 - Transactions with group entities, with leaders and with connected persons]1 Art. 72, 72/1, 73 Subsection II.
• Use of funds and assets Art. 74 Section VI/1. [1 - Transactions of credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, that are restricted or prohibited and payments that may be declared void and retention of client funds.]1 Art. 74/1, 74/2, 74/3 Section VII.
• Disclosure of information on the situation of the credit institution Art. 75 Section VIII. [1 - Transparency regarding the engagement policy]1 Art. 75/1, 75/2 CHAPTER IV.
• Special transactions Section I.
• Changes in the programme of activities Art. 76 Section II.
• Strategic decisions, investment decisions and mergers and transfers between credit institutions Art. 77-78 Section III.
• Provisions on the issuance of Belgian covered bonds Art. 79-84, 84/1 Section IV.
• Opening or acquisition of subsidiaries abroad Art. 85 Section V.
• Exercise of activities abroad Subsection I.
• Opening of branches abroad Art. 86-88, 88/1, 89 Subsection II.
• Free provision of banking services abroad Art. 90-91 Subsection III.
• Exercise of banking activities by specialised subsidiaries of credit institutions in another Member State Art. 92 Subsection IV.
• Exercise of activities in a participating Member State Art. 93 CHAPTER V.
• Regulatory standards and obligations Section I.
• Prudential management of own funds and liquidity Art. 94 Section II.
• Global requirement for a tier 1 core capital buffer Art. 95-96 Section II/1 FUTURE LAW.

[1 - Leverage ratio buffer requirement]1 Art. 96/1 Section III.

• Macroprudential or systemic risk Art. 97 Section IV.
• Regulatory power of the Bank Art. 98 Section V. [1 - Measures aimed at the recapitalisation of own funds]1 Subsection I. [1 - Restrictions on distributions relating to any of the tier 1 core capital components in the event of non-compliance with the global requirement for a tier 1 core capital buffer]1 Art. 98/1, 99-102 Subsection I/1 FUTURE LAW.

[1 - Restrictions on distributions relating to any of the core capital components in the event of non-compliance with the leverage ratio buffer requirement]1 Art. 102/1. FUTURE LAW Art. 102/2. FUTURE LAW Art. 102/3. FUTURE LAW Art. 102/4. FUTURE LAW Art. 102/5 Subsection I/2. [1 - Common provision]1 Art. 103 Subsection II.

• Capital conservation plan Art. 104 Art. 104 FUTURE LAW Art. 105 CHAPTER VI.
• Periodic information provision and accounting rules Art. 106, 106/1, 107 CHAPTER VII.
• Recovery plans Section I.
• Preparation of recovery plans Art. 108-113 Section II.
• Assessment of recovery plans Art. 114-116 CHAPTER VIII.
• Structure of activities Section I.
• Scope and definitions Art. 117-118 Section II.
• Prohibition of proprietary trading Art. 119-127 Section III.
• Relations with trading entities Art. 128-131 Section IV.
• Various provisions Art. 132-133 TITLE III.
• Supervision of credit institutions CHAPTER I.
• Supervision by the supervisor and the FSMA Art. 134-136, 136/1, 136/2, 137-140 CHAPTER II.
• Prudential supervision procedure Section I.
• Prudential supervision programme Art. 141 Section II.
• Prudential assessment and evaluation procedure Art. 142, 142/1, 142/2, 143 Section III.
• Investigation of internal approaches and methods Art. 144-147 Section IV.
• Stress tests Art. 148 Section V.
• Prudential measures Art. 149-150, 150/1, 150//2, 150/3, 150/4, 150/5, 150/6, 151-153 Section VI.

Art. 154 CHAPTER III.

• Supervision of activities exercised in another Member State Section I.
• Definitions Art. 155 Section II.
• Supervision of activities Art. 156 Section III.
• Exceptional measures Art. 157 Section IV.
• Cooperation Art. 158 Section V.
• Significant branches Art. 159-161 Section VI.
• On-site inspections Art. 162 Section VII.
• Situations where a Belgian credit institution has established a branch in a participating Member State Art. 163 CHAPTER IV.
• Group supervision Section I.
• Definitions Art. 164 Section II. [1 - Supervision on a consolidated basis of credit institutions]1 Subsection I.
• Scope Art. 165-168, 168/1, 169-170 Subsection II. [1 - Measures to facilitate consolidated supervision]1 Art. 171, 171/1, 172-181, 181/1, 182 Subsection III.
• Other application cases Art. 183, 183/1, 184 Section III.
• Supplementary conglomerate supervision Subsection I.
• Scope Art. 185-195 Subsection II.
• Measures to facilitate supplementary conglomerate supervision Art. 196-201 Subsection III.
• Other application cases Art. 202 Section IV.
• Common provisions Subsection I.
• Principles Art. 203-204 Subsection II. [1 - Parent undertakings]1 Art. 205-212 Subsection II/1. [1 - Approval of and supervision over financial parent holdings and mixed financial parent holdings governed by Belgian law when the supervisor is designated as the consolidating supervisor in accordance with Article 171]1 A. [1 Obligation to approve]1 Art. 212/1, 212/2 B. [1 Approval procedure]1 Art. 212/3, 212/4 C. [1 Conditions for approval]1 Art. 212/5 D. [1 Supervision and supervisory measures]1 Art. 212/6, 212/7 Subsection II/2. [1 - Approval of and supervision over financial parent holdings and mixed financial parent holdings governed by Belgian law when another competent authority than the supervisor is designated as the consolidating supervisor in accordance with Article 111 of Directive 2013/36/EU and when another competent authority is designated as coordinator in accordance with Article 10 of Directive 2002/87/EG]1 Art. 212/8 Subsection II/3. [1 - Approval of and supervision over financial holdings and mixed financial holdings subject to the law of another Member State when the supervisor is designated as the consolidating supervisor in accordance with Article 171]1 Art. 212/9, 212/10, 212/11 Subsection III.
• Measures to facilitate group supervision Art. 213-218 Subsection IV. [1 - Parent undertakings subject to the law of a third country]1 Art. 218/1, 218/2, 219 CHAPTER V.
• Audit supervision Art. 220-225, 225/1 TITLE IV.
• Resolution plans CHAPTER I.
• Preparation of resolution plans Art. 226-229 CHAPTER II.
• Assessment of resolution plans Section I.
• Assessment of resolvability of credit institutions Art. 230 Section I/1. [1 - Power to prohibit certain distributions]1 Art. 230/1, 230/2, 230/3, 230/4 Section II.
• Reduction or elimination of obstacles to the resolvability of credit institutions Art. 231, 231/1, 232, 232/1 TITLE V.
• Withdrawal of the licence Art. 233 TITLE VI.
• Recovery measures CHAPTER I.
• Compulsory measures Art. 234 CHAPTER II.
• Implementation of the recovery plan Art. 235 CHAPTER III.
• Exceptional recovery measures Art. 236, 236/1, 237-238 TITLE VII.
• Federations of credit institutions Art. 239-241 TITLE VIII.
• Resolution of credit institutions CHAPTER I.
• Definitions Art. 242 CHAPTER II.
• Objectives, conditions and general principles of resolution Section I.
• Objectives of resolution Art. 243 Section II.
• Conditions for initiating a resolution procedure Art. 244, 244/1 Section II/1. [1 - Power to suspend payment or delivery obligations prior to resolution or liquidation]1 Art. 244/2 Section III.
• General principles on resolution Art. 245 CHAPTER III.
• Valuation Art. 246-249 CHAPTER IV. [1 - Write-down or conversion of relevant capital instruments and eligible liabilities]1 Art. 250-254 CHAPTER V.
• Resolution instruments Section I.
• Principles Art. 255 Section II.
• Sale of business instrument Art. 256-259 Section III.
• Bridge institution instrument Art. 260-264 Section IV.
• Asset separation instrument Art. 265-267 Section IV/1. [1 - Internal bail-in instrument]1 Subsection 1. [1 - Purpose and scope]1 Art. 267/1, 267/2 Subsection 2. [1 - Minimum requirement for own funds and eligible liabilities]1 Art. 267/3, 267/4, 267/5, 267/5/1, 267/5/2, 267/5/3, 267/5/4, 267/5/5, 267/5/6, 267/5/7, 267/5/8, 267/5/9 Subsection 3. [1 - Implementation of the internal bail-in instrument]1 Art. 267/6, 267/7, 267/8, 267/9, 267/10, 267/11, 267/12, 267/13, 267/14, 267/15 Section V.
• Common provisions concerning the resolution instruments Art. 268-269, 269/1, 270-273, 273/1, 274-275 CHAPTER VI.
• Resolution powers Section I.
• General powers Art. 276 Section II.
• Supplementary powers Art. 277-278 Section III.
• Power to impose the provision of services and facilities Art. 279 Section IV.
• Power to [1 suspend payment and delivery obligations]1, limit the enforceability of security rights and suspend termination rights Art. 280, 280/1 Section V.
• Exercise of resolution powers Art. 281 Section VI.
• [1 Power regarding assets, rights, obligations, shares and other ownership instruments located in third countries]1 Art. 281/1 CHAPTER VI/1.
• [1 Power to enforce measures taken by other Member States]1 Art. 281/2 CHAPTER VII.
• Safeguard measures Section I.
• [1 Protection of shareholders and creditors in the event of partial transfer and application of the internal bail-in instrument]1 Art. 282-284 Section II.
• Protection for security arrangements Art. 285 Section III.
• Protection for structured finance contracts, financial collateral arrangements and netting agreements Art. 286 Section IV.
• Exclusion of certain contractual rights Art. 287 Section V.
• Protection of payment and settlement systems, central counterparties and central banks Art. 288 Section VI.
• Protection of employees Art. 289-290 CHAPTER VIII.
• Procedural requirements [1 and implementation of resolution measures]1 Art. 291, 291/1, 292-295, 295/1 CHAPTER IX.
• Judicial review Section I.

Art. 296-304 Section II.

• Appeal Art. 305-310 CHAPTER X.
• Resolution of cross-border groups Art. 311 BOOK III.
• CREDIT INSTITUTIONS GOVERNED BY FOREIGN LAW TITLE I.
• Branches and activities carried out in Belgium under the freedom to provide services by credit institutions subject to the law of another Member State CHAPTER I.
• Access to the business in Belgium Art. 312-314 CHAPTER II.
• Business exercise Art. 315-316 CHAPTER III.
• Periodic information provision and accounting rules Art. 317-318 CHAPTER IV.
• Supervision of branches Section I.
• The supervisor in its capacity as the host Member State authority Art. 319-321 Section II.
• Significant branches Art. 322-323 Section III.
• On-site inspections Art. 324-326 CHAPTER V.
• Exceptional measures Art. 327-330 CHAPTER VI.
• Situations where activities in Belgium are carried out by an institution subject to the law of a participating Member State Art. 331 CHAPTER VII.
• Specialised subsidiaries of credit institutions subject to the law of another Member State Art. 332 TITLE II.
• Branches in Belgium of credit institutions from third countries CHAPTER I.
• Access to the business in Belgium Art. 333-334 CHAPTER II.
• Business exercise Art. 335-336 CHAPTER III.
• Supervision Art. 337, 337/1, 338, 338/1, 339 CHAPTER IV.
• Withdrawal, exceptional measures, sanctions Art. 340 TITLE III.
• Representative offices Art. 341-344 BOOK IV.
• PENALTIES AND OTHER COERCIVE MEASURES Art. 345-346, 346/1 BOOK V.
• SANCTIONS TITLE I.
• Administrative fines Art. 347 TITLE II.
• Criminal sanctions Art. 348-352 BOOK VI.
• RULES OF PRIVATE INTERNATIONAL LAW REGARDING RECOVERY MEASURES AND LIQUIDATION PROCEDURES TITLE I.
• Recovery measures CHAPTER I.
• Jurisdiction rules and recognition of foreign measures Art. 353-354, 354/1 CHAPTER II.
• Consultation and information Art. 355-357 CHAPTER III.
• Branches of credit institutions subject to third countries Art. 358 TITLE II.
• Liquidation procedures CHAPTER I.
• Jurisdiction rules and recognition of foreign measures Art. 359-360 CHAPTER II.
• Procedures concerning credit institutions governed by Belgian law Section I.
• Consultation and information exchange Art. 361-364 Section II.
• Procedural elements - Applicable law Art. 365-366 Section III.
• Withdrawal of the licence Art. 367 TITLE III.
• Rules applicable to both recovery measures and liquidation procedures CHAPTER I.
• Voluntary liquidation or liquidation following a judicial dissolution Art. 368 CHAPTER II.
• Exceptions to or nuances of the application of Belgian law as procedural law Art. 369-374 CHAPTER III.
• Recovery commissioners and liquidators Section I.
• Recognition of foreign measures and procedures Art. 375-376 Section II.
• Belgian recovery commissioners and liquidators Art. 377 TITLE IV. [1 Supplementary provision]1 Art. 377./1 BOOK VII.
• SUBSTANTIVE LAW ASPECTS Art. 378-379, 379/1 BOOK VIII. [1 - INVESTOR AND DEPOSIT PROTECTION SCHEMES]1 TITLE I. [1 - Deposit protection scheme]1 Art. 379/2, 380-381, 381/1, 382-384, 384/1 Title II.
• [1 Investor protection scheme"]1 Art. 384/2, 384/3, 384/4, 384/5, 384/6 BOOK IX.
• FINAL, AMENDING, TITLE I.
• Final provisions and various provisions Art. 385-389, 389/1 TITLE II.
• Amending provisions Art. 390-405 TITLE III.
• Transitional provisions Art. 406-419, 419/1, 419/2, 419/3, 420, 420/1, 420/2 TITLE IV.
• Repeal provision Art. 421 BOOK X.
• ENTRY INTO FORCE Art. 422 BOOK XI. [1 - RECOVERY AND RESOLUTION OF GROUPS]1 TITLE I. [1 - Definitions]1 Art. 423 TITLE II. [1 - Scope]1 Art. 424 TITLE III. [1 - Group recovery plans]1 CHAPTER I. [1 - Preparation of group recovery plans]1 Art. 425-429 CHAPTER II. [1 - Assessment of group recovery plans]1 Section I. [1 - Assessment of group recovery plans drawn up by a Belgian EEA parent undertaking]1 Art. 430-435 Section II. [1 - Assessment of group recovery plans drawn up by an EEA parent undertaking in another Member State]1 Art. 436 Section III. [1 - Common provisions]1 Art. 437-438 TITLE III/1.
• [1 Financial support within a group]1 Art. 438/1, 438/2, 438/3, 438/4, 438/5, 438/6, 438/7, 438/8, 438/9, 438/10, 438/11, 438/12 TITLE III/2.
• [1 Coordination of recovery measures regarding groups]1 Art. 438/13, 438/14, 438/15, 438/16, 438/17 TITLE IV. [1 - Group resolution plans]1 CHAPTER I. [1 - Preparation of group resolution plans]1 Section I. [1 - Resolution plans of Belgian groups]1 Art. 439-445 Section II. [1 - Resolution plans of foreign groups]1 Art. 446-447 CHAPTER II. [1 - Assessment of group resolution plans]1 Section I. [1 - Assessment of the resolvability of groups]1 Art. 448 Section II. [1 - Reduction or elimination of obstacles to the resolvability of Belgian groups]1 Art. 449, 449/1, 450, 450/1, 450/2 Section III. [1 - Reduction or elimination of obstacles to the resolvability of foreign groups]1 Art. 451 Section IV. [1 - Common provision]1 Art. 452 TITLE V. [1 - Resolution of groups]1 CHAPTER I. [1 - Scope]1 Art. 453 CHAPTER II. [1 - Objectives, conditions and general principles of resolution]1 Section I. [1 - Conditions for initiating a resolution procedure]1 Art. 454 Section II. [1 - General principles on resolution]1 Art. 455-456 CHAPTER III. [1 - Write-down or conversion of relevant capital instruments and eligible liabilities]1 Art. 457-458 CHAPTER IV. [1 - Resolution instruments]1 Section I. [1 - Procedure for determining the minimum requirement for own funds and eligible liabilities]1 Art. 459-462 Section II. [1 - Implementation of the internal bail-in instrument]1 Art. 463 CHAPTER V. [1 - Procedural requirements]1 Art. 464 CHAPTER VI. [1 - Resolution of cross-border groups]1 Section I. [1 - General principles]1 Art. 465, 465/1, 466-467 Section II. [1 - Resolution colleges]1 Art. 468-470 Section III. [1 - Information exchange]1 Art. 471 Section IV. [1 - Procedural requirements for cross-border group resolution]1 Subsection I. [1 - Group resolution involving a Belgian subsidiary of a Belgian EEA parent undertaking]1 Art. 472 Subsection II. [1 - Group resolution involving a Belgian subsidiary of an EEA parent undertaking in another Member State]1 Art. 473 Subsection III. [1 - Group resolution involving a foreign subsidiary of a Belgian EEA parent undertaking]1 Art. 474 Subsection IV. [1 - Group resolution involving a foreign subsidiary of an EEA parent undertaking in another Member State]1 Art. 475 Subsection V. [1 - Group resolution involving a Belgian EEA parent undertaking]1 Art. 476 Subsection VI. [1 - Group resolution involving an EEA parent undertaking in another Member State]1 Art. 477 CHAPTER VII. [1 - Relations with third countries]1 Art. 478-480 Art. 481. [1 The resolution authority may, if necessary in the public interest, take resolution measures with regard to a Belgian parent undertaking if the competent authority of a third country is of the opinion that a credit institution established in that third country meets the conditions for resolution under the legislation of that third country. Art. 482-485 Book XII.

Title I.

CHAPTER I.

Art. 486 CHAPTER II.

Art. 487-490 Title II.

CHAPTER I.

Section I.

Subsection I.

Art. 491 Subsection II.

Art. 492-496 Section II.

Subsection I.

Art. 497 Subsection II.

Art. 498 Subsection III.

Art. 499 Subsection IV.

Art. 500 Subsection V.

Art. 501 Subsection VI.

Art. 502-510, 510/1, 510/2 Subsection VII.

Art. 511 Subsection VIII.

Art. 512 CHAPTER II.

Section I.

Art. 513 Section II.

Art. 514-518 Section III.

Subsection I.

Art. 519 Subsection II.

Art. 520-525 Subsection III.

Art. 526-529, 529/1 Subsection IV.

Art. 530 Subsection V.

Art. 531 Subsection VI.

Art. 532-537 Subsection VII.

Art. 538 Subsection VIII.

Art. 538/1 Section IV.

Subsection I.

Art. 539-540 Subsection II.

Art. 541-542 Subsection III.

Art. 543 Subsection IV.

Art. 544-550 Section V.

Subsection I.

Art. 551 Subsection II.

Art. 552 Subsection III.

Art. 553 Subsection IV.

Art. 554 Subsection V.

Art. 555 Section VI.

Art. 556 Section VII.

Art. 557 CHAPTER III.

Section I.

Art. 558-559 Section II.

Subsection I.

Art. 560 Subsection II.

Art. 561-562 Subsection III.

Art. 563 Subsection IV.

Art. 564 Subsection V.

Art. 565 Subsection VI.

Art. 566 Section III.

Subsection I.

Art. 567 Subsection II.

Art. 568 Subsection III.

Art. 569 Subsection IV.

Art. 570 Subsection V.

Art. 571 Subsection VI.

Art. 572 Section IV.

Subsection I.

Art. 573-576, 576/1 Subsection II.

Art. 577 Section V.

Art. 578-580 CHAPTER IV.

Art. 581 CHAPTER V.

Art. 582 CHAPTER VI.

Section I.

Art. 583 Section II.

Art. 584 Section III.

Art. 585-587 CHAPTER VII.

Art. 588 Title III.

CHAPTER I.

Art. 589 CHAPTER II.

Section I.

Art. 590-591 Section II.

Art. 592 Section III.

Art. 593 Section IV.

Subsection I.

Art. 594-596 Subsection II.

Art. 597 Subsection III.

Art. 598, 598/1 Section V.

Art. 599-600 Section VI.

Art. 601 CHAPTER III.

Art. 602 Section I.

Art. 603 Section II.

Art. 604-605 Section III.

Art. 606 Section IV.

Art. 607 Title IV.

Art. 608 Title V.

CHAPTER I.

Art. 609 CHAPTER II.

Art. 610 Title VI.

Art. 611 Title VII.

Art. 612 Title VIII.

Art. 613-617 Title IX.

Art. 618 Title X.

Art. 619-622 ANNEXES. Art. N1-N6.Annex 6

Text

BOOK I.

• SCOPE - DEFINITIONS - GENERAL PROVISIONS

TITLE I.

• Scope

Article 1 .§ 1. Articles 242, 15° to 19° and 296 to 310, 378 and 379 of this Act regulate a matter as referred to in Article 77 of the Constitution. The remaining provisions of this Act, including its Annexes, regulate a matter as referred to in Article 78 of the Constitution. § 2. [ 5 To protect the public of savers, investors, and the solidity and good functioning of the financial system, this Act regulates the establishment and activities of, as well as the supervision of, credit institutions operating in Belgium, and their possible resolution. To this end, it determines the supervisory mandate of the National Bank of Belgium, in its capacity as the national competent authority, particularly within the framework of the Single Supervisory Mechanism. Books I to XI and Annexes I to VI to this Act provide for the partial, limited to credit institutions, transposition

• of Directive 2013/36/EU;
• of Directive 2011/89/EU of the European Parliament and of the Council of 16 November 2011 amending Directives 98/78/EC, 2002/87/EC, 2006/48/EC and 2009/138/EC concerning the supplementary supervision of credit institutions, financial undertakings and insurance undertakings in a financial conglomerate ("FICOD I" Directive), hereinafter referred to as "the FICOD I Directive";
• of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEG and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU and Regulations (EU) No 1093/2010 and (EU) No 648/2012 of the European Parliament and of the Council, hereinafter referred to as "Directive 2014/59/EU";
• of Directive 2014/65/EU;
• of Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes, hereinafter referred to as "Directive 2014/49/EU"; as well as
• of Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes, hereinafter referred to as "Directive 97/9/EC".] 5 § 3. [ 5 Under "credit institution" is understood: 1° a Belgian or foreign undertaking whose activities consist in the receipt of deposits or other repayable funds from the public and the granting of credits for its own account; and 2° a Belgian or foreign undertaking whose activities consist in the provision of investment services consisting of dealing on own account or underwriting financial instruments and/or placing financial instruments with a firm commitment, if: a) the undertaking is not a commodity and emission rights dealer, collective investment undertaking, alternative collective investment undertaking or insurance undertaking; b) one of the following conditions is met: (i) the total value of the consolidated assets of the undertaking is equal to or exceeds 30 billion euros; (ii) the total value of the assets of the undertaking is less than 30 billion euros, but the undertaking is part of a group in which the total value of the consolidated assets of all undertakings within that group, each individually possessing less than 30 billion euros in total assets, and which provide investment services consisting of dealing on own account or underwriting financial instruments and/or placing financial instruments with a firm commitment, is equal to or exceeds 30 billion euros; or (iii) the total value of the assets of the undertaking is less than 30 billion euros, but the undertaking is part of a group in which the total value of the consolidated assets of all undertakings within the group providing investment services consisting of dealing on own account or underwriting instruments and/or placing financial instruments with a firm commitment, is equal to or exceeds 30 billion euros, when the consolidating supervisor decides, in consultation with the college of competent authorities, to address potential risks of regulatory arbitrage and potential risks to the financial stability of the European Union; and c) the undertaking does not fall under the exemptions referred to in Article 4, § 1 of the Act of 25 October 2016. For the application of point 2°, b), under (ii) and (iii), when the undertaking is part of a group from a third country, the total assets of each branch of the group from a third country to which a license has been granted in the European Union within the meaning of Article 218/1, § 2, 2° are included in the combined total value of the assets of all undertakings of the group. For the application of this Act, services consisting in the receipt of repayable funds and the granting of credits that are exclusively offered or provided to US citizens employed at the military bases, or at the supporting services thereof, of the Supreme Headquarters Allied Powers Europe (SHAPE) present on Belgian territory within the framework of the North Atlantic Treaty Organization (NATO), or at the representation of the Government of the United States on Belgian territory, as well as to such persons who are retired, and to persons who are part of the family of the aforementioned US citizens, are considered as services not offered or provided to the public in Belgium.] 5

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( 1 )<W 2016-10-25/05 , art. 3, 009; Entry into force: 01-12-2016> ( 2 )<W 2017-11-21/08 , art. 152, 014; Entry into force: 03-01-2018> ( 3 )<W 2021-06-27/09 , art. 136, 026; Entry into force: 19-07-2021> ( 4 )<W 2021-11-26/04 , art. 3, 029; Entry into force: 08-07-2022> ( 5 )<W 2021-07-11/08 , art. 17, 027; Entry into force: 06-10-2022>

Art.

2 .For the application of this Act, the following are not considered as credit institutions: 1° the National Bank of Belgium, the European Central Bank and the public limited liability company bpost; 2° the undertakings carrying out capitalization operations [regulated by the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings.] 1

( 1 )<W 2016-03-13/07 , art. 732, 006; Entry into force: 23-03-2016; see also art. 756>

TITLE II.

• Definitions

Art.

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3. For the application of this Act and its implementing decrees and regulations, the following terms shall be understood as:

1° the National Bank of Belgium: the institution referred to in the Act of 22 February 1998 laying down the organic statute of the National Bank of Belgium, hereinafter referred to as "the Bank";

2° SSM Regulation: Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions;

3° Single Supervisory Mechanism: the supervisory mechanism established by the SSM Regulation;

4° [18] supervisor: the Bank or the European Central Bank, according to the allocation of competences laid down by or pursuant to the SSM Regulation, with regard to the supervision of credit institutions;] 18

5° participating Member State: a Member State that has the euro as its currency or a Member State that does not have the euro as its currency but which has entered into close cooperation within the meaning of Article 7 of the SSM Regulation;

6° non-participating Member State: a Member State that does not have the euro as its currency and which has not entered into close cooperation within the meaning of Article 7 of the SSM Regulation;

7° Directive 2013/36/EU: the directive of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions [19...]19, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC;

8° Regulation No 575/2013: Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions [19...]19 and amending Regulation (EU) No 648/2012;

[7 8°/1 Directive 2014/65/EU: the directive of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU;] 7

[7 8°/2 Regulation No 600/2014: Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012;] 7

[9 8°/3 Regulation 2017/565: Delegated Regulation (EU) 2017/565 of the Commission of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and the definition of certain terms for the purposes of that directive;] 9

[8 8°/4. Regulation No 537/2014: Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC;] 8

[10 8°/5 Regulation No 648/2012: Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;] 10

[12 8°/6 Regulation 2015/2365: Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on the transparency of securities financing transactions and of re-use and amending Regulation (EU) No 648/2012;] 12

[13 8°/7 [19 Regulation 2017/2402]19: Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 establishing a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012;] 13

[15 8°/8 Directive 2015/849/EU: the directive of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council and repealing Directive 2005/60/EC of the European Parliament and of the Council and Directive 2006/70/EC of the Commission;] 15

[17 8°/9 Directive 2019/2162/EU: the directive of the European Parliament and of the Council of 27 November 2019 on covered bonds and public sector oversight of covered bonds and amending Directives 2009/65/EC and 2014/59/EU;] 17

[21 8°/10 Regulation 2022/2554: Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011;] 21

[22 8°/11 "Regulation 2023/1114": Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937;] 22

9° Member State: a state that is a party to the Agreement on the European Economic Area (EEA);

10° [18 competent authority: a government body or an institution that is officially recognised by the national law of a Member State with the application of Directive 2013/36/EU and which, under that national law, is authorised to exercise supervision over credit institutions within the framework of that state's supervisory system, as well as, where appropriate, the European Central Bank, by virtue of its powers within the framework of the Single Supervisory Mechanism;] 18

[1 10°/1 Regulation No 806/2014: Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a single resolution mechanism and a single resolution fund and amending Regulation (EU) No 1093/2010;] 1

[1 10°/2 Single Resolution Board: the board established by Article 42 of Regulation No 806/2014;] 1

11° third country: a state that is not a party to the Agreement on the European Economic Area;

12° [18 authority of a third country: an authority responsible for the supervision of credit institutions in a third country;] 18

13° [20 consolidating supervisor: a competent authority responsible for supervision on a consolidated basis in accordance with Article 111 of Directive 2013/36/EU;] 20

14° Regulation No 1093/2010: Regulation No 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/78/EC;

15° European Banking Authority: the European Banking Authority established by Regulation No 1093/2010, hereinafter also referred to as "the EBA";

16° Regulation No 1092/2010: Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010 on macro-prudential oversight of the financial system in the European Union and establishing a European Systemic Risk Board;

17° ESRB: the European Systemic Risk Board established by Regulation (EU) No 1092/2010;

18° stability of the financial system: a situation in which the risk of discontinuity or disruption of the functioning of the financial system is low or, if such disruptions were to occur, the consequences for the economy would be limited;

19° European Securities and Markets Authority: the European Securities and Markets Authority established by Regulation No 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC;

20° Act of 2 August 2002: the Act of 2 August 2002 concerning supervision of the financial sector and financial services;

[9 20°/1 Act of 21 November 2017: the Act of 21 November 2017 on infrastructure for markets in financial instruments and transposing Directive 2014/65/EU;] 9

[13 20°/2 Act of 11 March 2018: the Act of 11 March 2018 concerning the status of and supervision of payment institutions and electronic money institutions, access to the business of payment service providers and to the activity of issuing electronic money, and access to payment systems;] 13

21° the Financial Services and Markets Authority: the institution referred to in Article 44 of the Act of 2 August 2002, hereinafter referred to as "the FSMA";

22° [5 Guarantee Fund, the Guarantee Fund for financial services established by Article 3 of the Royal Decree of 14 November 2008 implementing the crisis measures provided for in the Act of 22 February 1998 laying down the organic statute of the National Bank of Belgium, with regard to the establishment of the Guarantee Fund for financial services;] 5

23° Act of 22 February 1998: the Act of 22 February 1998 laying down the organic statute of the National Bank of Belgium;

24° Act of 6 April 1995: the Act of 6 April 1995 concerning the status of and supervision of investment firms;

[7 24°/1 Act of 25 October 2016: the Act of 25 October 2016 concerning access to the investment services business and concerning the status of and supervision of asset management companies and investment advice companies;] 7

[15 24°/2 Act of 18 September 2017: the Act of 18 September 2017 on preventing money laundering and terrorist financing and limiting the use of cash;] 15

25° financial instruments: the instruments referred to in Article 2, paragraph 1, 1° of the Act of 2 August 2002;

[7 25°/1 tied agent: a tied agent within the meaning of Article 2, 25° of the Act of 25 October 2016;] 7

26° [14 the concepts control, participation, shareholding ratio, parent undertaking, subsidiary undertaking, consortium and affiliated undertaking: the description given thereof in the Code of Companies and Associations, whereby these concepts also include the situations with associations referred to in said Code, when the legal nature of the association allows it;] 14

27° close links: a) a situation in which a shareholding ratio exists or b) a situation in which undertakings are affiliated undertakings or c) a link of the same kind as referred to in letters a) and b) above between a natural person and a legal person;

[1 27°/1 related persons: spouses, partners who are considered equivalent to a spouse under their national law, and blood relatives in the first degree;] 1

28° qualified participation: the direct or indirect holding of at least 10% of the capital of a company or of the voting rights attached to the securities issued by that company, or any other possibility to exercise a significant influence on the policy of the company in which participation is held; the voting rights are calculated in accordance with the provisions of the Act of 2 May 2007 on the disclosure of major holdings, as well as in accordance with the provisions of its implementing decrees; no account shall be taken of voting rights or shares held as a result of the firm acquisition of financial instruments and/or the placement of financial instruments with placement guarantees, unless those rights are exercised or otherwise used to exert input into the management of the issuing institution, and provided they are transferred within one year after their acquisition;

29° systemically important credit institution: a [2 institution]2 as referred to in Article 12 of Annex IV to this Act;

30° [15 significant credit institution: a credit institution that meets at least one of the following conditions: a) a systemically important credit institution; b) a credit institution that, pursuant to Article 6, paragraphs 4 and 5, point b), of the SSM Regulation, is subject to the direct supervision of the European Central Bank; c) a credit institution whose value of assets determined in accordance with Article 24 of Regulation No 575/2013 averages more than 5 billion euros on an individual basis, or, if unavailable, on a consolidated basis, over the four-year period immediately preceding the current financial year. The supervisor may decide that a credit institution meeting condition b) and not exceeding the threshold determined in c) shall be classified as a non-significant credit institution due to its size, its internal organisation and the nature, size, complexity and cross-border character of its activities;] 15

31° [4 insurance undertaking: an undertaking as referred to in Article 5, paragraph 1, 1°, of the Act of 13 March 2016 on the status of and supervision of insurance or reinsurance undertakings;] 4

32° [4 reinsurance undertaking: an undertaking as referred to in Article 5, paragraph 1, 2°, of the Act of 13 March 2016 on the status of and supervision of insurance or reinsurance undertakings;] 4

33° [7 investment firm: an investment firm within the meaning of Article 3, § 1 of the Act of 25 October 2016] 7 ;

[18 33°/1 stock corporation: an investment firm under Belgian or foreign law whose activities consist in particular in carrying out: a) investment services consisting in:

• dealing on own account;
• taking up and/or placing financial instruments with placement guarantees;
• placing financial instruments without placement guarantees;
• operating multilateral trading facilities; or
• operating organised trading facilities; and/or; b) ancillary services consisting in:
• safekeeping and administration of financial instruments for the account of clients, including custody services and related services such as cash and/or collateral management, excluding the central holding of securities accounts at the highest level;
• granting credits or loans to an investor to enable it to carry out a transaction in one or more financial instruments, in which transaction the firm providing the credit or loan is involved;
• foreign exchange services insofar as they relate to the provision of investment services; or
• services related to the taking up of financial instruments; to the extent that none of the conditions of Article 1, § 3, first paragraph, 2°, b) are met;] 18

34° collective investment undertaking: a collective investment undertaking within the meaning of Article 3, 1° of the Act of 3 August 2012 concerning collective investment institutions that meet the conditions of Directive 2009/65/EC and debt investment institutions;

35° management company of collective investment institutions: a management company of collective investment institutions within the meaning of Article 3, 12° of the Act of 3 August 2012 concerning collective investment institutions that meet the conditions of Directive 2009/65/EC and debt investment institutions;

36° alternative investment funds or "AIFs": collective investment institutions, including their investment compartments, a) which raise capital from a number of investors in order to invest it in accordance with a defined investment policy, for the benefit of those investors; and b) which do not meet the conditions of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);

37° manager of alternative investment funds: a manager of alternative investment funds within the meaning of Article 3, 13° of the Act of 19 April 2014 concerning alternative investment funds and their managers, hereinafter also referred to as "AIFM";

38° [15 financial holding: a financial institution whose subsidiaries are exclusively or mainly one or more credit institutions or financial institutions, and which is not a mixed financial holding. The subsidiaries of a financial institution are mainly credit institutions or financial institutions if at least one of the subsidiaries is a credit institution and if more than 50% of the equity, consolidated assets, income, staff of the financial institution or another indicator considered relevant by the competent authority of the Member State where the financial holding is established, and, if this is a different authority, in consultation with the consolidating supervisor, is linked to subsidiaries that are credit institutions or financial institutions;] 15

39° mixed financial holding: a parent undertaking that is not a regulated undertaking and which heads a financial conglomerate;

40° mixed holding: a parent undertaking that is not a credit institution, financial holding or mixed financial holding and which has at least one credit institution among its subsidiaries;

41° [15 financial institution: an undertaking that is neither a credit institution nor a purely industrial holding and whose main activity consists in acquiring participations or in exercising one or more of the activities referred to in points 2 to 12 and point 15 of the list included in Article 4;] 15

42° regulated undertaking: a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, a management company of collective investment institutions or a manager of alternative investment funds;

43° [4 insurance holding: an insurance holding within the meaning of Article 338, 5°, of the Act of 13 March 2016 on the status of and supervision of insurance or reinsurance undertakings;] 4

44° [4 mixed insurance holding: a mixed insurance holding within the meaning of Article 338, 6°, of the Act of 13 March 2016 on the status of and supervision of insurance or reinsurance undertakings;] 4

45° executive member of the statutory governing body: a member of the statutory governing body who participates in the effective management of the institution; among others, the following persons are executive members: the member of the statutory governing body who is a member of the management committee or to whom the day-to-day management is entrusted [14 within the meaning of Articles 6:67, second paragraph or 7:121, second paragraph of the Code of Companies and Associations]14 ;

46° [18 critical functions: the activities, services or operations of a credit institution whose interruption is likely to lead to a disruption, in Belgium or in one or more other Member States, of services essential to the real economy, or to disrupt financial stability, due to the size, market share, interconnection with entities inside and outside the group, complexity or cross-border activities of the credit institution or the group of which it is part, with special attention to the substitutability of those activities, services or operations;] 18

47° independent control functions: the [19 internal audit function]19 , the compliance function or the risk management function as referred to in Article 35;

48° regulatory own-funds requirements: the own-funds requirements established in Article 92 of Regulation No 575/2013;

49° Tier 1 core capital, Additional Tier 1 capital and Tier 2 capital: the regulatory own-funds components respectively established in Part Two, Title I, Chapters 2, 3 and 4 of Regulation No 575/2013;

[3 49/1° Directive 2014/59/EU: the directive of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU and Regulations (EU) No 1093/2010 and (EU) No 648/2012 of the European Parliament and of the Council;] 3

50° [18 recovery plan: a plan that is drawn up in accordance with Article 108 by a credit institution;] 18

[3 50/1° [19 group recovery plan: a plan that is drawn up in accordance with Article 425 or a plan within the meaning of Article 7 of Directive 2014/59/EU that is drawn up by an EEA parent undertaking;] 19 ] 3

51° [18 resolution plan: a plan that is drawn up in accordance with Article 226 for a credit institution by the resolution authority;] 18

[3 51/1° group resolution plan: a plan that is drawn up in accordance with Article 439 or a plan within the meaning of Article 12 of Directive 2014/59/EU that is drawn up by a foreign resolution authority;] 3

52° [1 resolution authority: the Bank or the Single Resolution Board, according to the allocation of competences laid down by or pursuant to Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a single resolution mechanism and a single resolution fund and amending Regulation (EU) No 1093/2010;] 1

[3 52/1° foreign resolution authority: a government body or an institution that is officially recognised by the national law of another Member State with the application of Article 3 of Directive 2014/59/EU and authorised to apply resolution tools and exercise resolution powers, as well as, where appropriate, the Single Resolution Board, according to the allocation of competences laid down by or pursuant to Regulation No 806/2014;] 3

[3 52/2° resolution authority of a third country: an authority in a third country responsible for the application of tools or the exercise of powers comparable to the resolution tools and resolution powers referred to in this Act;] 3

53° [18 resolvability: the ability of a resolution authority to resolve a credit institution, a group as referred to in Article 423, 12° or an entity as referred to in Article 424;] 18

54° resolution tool: the tool for the sale of the undertaking, the bridge institution tool, or the asset separation tool, as the case may be; 55° resolution: the application of a resolution tool to achieve one or more of the objectives set out in Article 243; [6 55/1° Resolution Fund: the resolution fund as referred to in Article 2 of the Act of 28 December 2011 on the Resolution Fund;] 6 56° [18 recovery measures: measures intended to maintain or restore the financial position of a credit institution and which are such that they may affect the existing rights of third parties. For credit institutions referred to in Book II, these measures consist of: a) the resolution tools and the corresponding resolution powers as referred to in Book II, Title VIII; b) the appointment of a special commissioner as referred to in Article 236, § 1, 1°; c) the suspension or prohibition of the exercise of all or part of the activities, as referred to in Article 236, § 1, 4°;] 18 57° [18 recovery authorities: administrative or judicial authorities competent in the field of recovery measures. For credit institutions referred to in Book II, these are the resolution authority and the supervisor with regard to their respective competence regarding recovery measures;] 18 58° recovery commissioner: any person or body appointed by a recovery authority to manage recovery measures; 59° [18 liquidation procedure: a collective procedure initiated and supervised by administrative or judicial authorities with a view to realizing the assets of a credit institution under the supervision of these authorities. For credit institutions referred to in Book II, such a procedure corresponds to a bankruptcy as regulated by Book XX of the Code of Economic Law;] 18 60° [18 winding-up: the realization of the assets of a credit institution according to a liquidation procedure;] 18 61° [18 liquidation authorities: administrative or judicial authorities competent in the field of liquidation procedures. For credit institutions referred to in Book II, this is the insolvency court with regard to its competence in the field of bankruptcies;] 18 62° liquidator: any person or body, including the trustee, appointed by a liquidation authority to manage liquidation procedures; 63° [15 strategic decision:

1. a decision taken by a credit institution or by an entity over which it has control, when this decision has a certain importance and thereby may have a broader impact on the institution, insofar as it has consequences for different functions of the institution, and which relates to any investment, divestment, participation or strategic cooperative relationship of the institution, in particular a decision to purchase or establish another institution, to establish a joint venture, to establish itself in another state, to conclude a cooperation agreement, to contribute or purchase a business sector, to enter into a merger or a split, or insofar as it leads to the initial admission of capital-representing securities to trading on a trading venue. By regulation established with application of Article 12bis, § 2 of the Act of 22 February 1998, the Bank may determine further which decisions should be considered strategic within the meaning of this provision, taking into account in particular the risk profile and the nature of the activities of the institutions, or, where applicable, the group to which they belong. It makes these further provisions public;
2. any decision that has similar consequences for the credit institution and that is taken by a shareholder exercising control over the institution;] 15 64° [18 branch: a business establishment that forms a part without legal personality and directly, wholly or partially, carries out acts specific to the activities of a credit institution; different business establishments in the same state of a credit institution with its registered office in another state are considered as a single branch;] 18 65° significant branch: a branch that is considered significant in a Member State in accordance with Article 51(1) of Directive 2013/36/EU; 66° [9 systematic internaliser: a credit institution [19 ...]19 that carries out the activity described in Article 3, 29°, of the Act of 21 November 2017;] 9 67° [18 exceptional public support: any state aid within the meaning of Article 107(1) of the Treaty on the Functioning of the European Union, granted to a credit institution to safeguard or restore the viability, liquidity or solvency of that credit institution;] 18 68° guaranteed deposits: the deposits [5 , including registered cash bonds and dematerialized and registered cash bonds on nominative accounts,] 5 covered by the Belgian deposit guarantee scheme referred to in Article 380, up to the level of coverage determined in Article 382; 69° eligible deposits: the deposits [5 , including registered cash bonds and dematerialized and registered cash bonds on nominative accounts,] 5 which are not excluded from repayment by a deposit guarantee scheme on the grounds of applicable European directives due to their nature or the status of the depositor; 70° working day: a day that is neither a Saturday, nor a Sunday, nor a legal holiday; [7 71° investment services and activities: the services and activities referred to in Article 2, 1° of the Act of 25 October 2016;] 7 [7 72° ancillary services: the ancillary services as described in Article 2, 2° of the Act of 25 October 2016;] 7 [7 73° dealing on own account: trading in one or more financial instruments with own capital, resulting in the execution of transactions;] 7 [7 74° multilateral trading facility (MTF): a multilateral system operated by a stock exchange company, a credit institution or a market operator that brings together multiple buying and selling interests of third parties regarding financial instruments - within this system and according to non-discretionary rules - in such a way that an agreement results [9 in accordance with the provisions in Chapter II of Title II of the Act of 21 November 2017] 9 ;] 7 [9 74° /1 [19 ...] 19 ] 9 [7 75° [18 third intermediary: an intermediary as referred to in Article 65/1 where a credit institution deposits client funds;] 18 ] 7 [7 76° financial instrument: a financial instrument as referred to in Article 2, first paragraph, 1° of the Act of 2 August 2002;] 7 [9 77° regulated market: a regulated market within the meaning of Article 3, 7°, of the Act of 21 November 2017;" 78° algorithmic trading: algorithmic trading within the meaning of Article 2, 59°, of the Act of 25 October 2016; 79° direct electronic access: direct electronic access within the meaning of Article 2, 61°, of the Act of 25 October 2016; 80° structured deposit: a deposit within the meaning of Article 2, 62°, of the Act of 25 October 2016] 9 . [11 81° financial contracts: the following contracts and agreements: a) securities contracts, including: 1° contracts for the purchase, sale or lending of a security or a group or index of securities; 2° options on a security or a group or index of securities; 3° repurchase or reverse repurchase transactions regarding such a security or such a group or index; b) commodity contracts, including: 1° contracts for the purchase, sale or lending of a commodity or a group or index of commodities for delivery thereof in the future; 2° options on a commodity or a group or index of commodities; 3° repurchase or reverse repurchase transactions regarding such a commodity, group or index; c) forward and futures contracts, including contracts (which are not commodity contracts) for the purchase, sale or transfer of a commodity or property of any other nature, service, right or interest at a fixed price at a time in the future; d) swap agreements, including 1° swaps and options regarding interest rates, spot or other agreements regarding exchange rates, currencies, a stock index or stocks, a debt index or debt, commodity indices or commodities, weather, emissions or inflation; 2° total return, credit spread or credit swaps; 3° agreements or transactions comparable to an agreement referred to in 1° or 2° that are repeatedly traded on the swaps or derivatives markets; e) interbank loan agreements if the loan term does not exceed three months; f) framework agreements regarding the contracts or agreements referred to in a) to e);] 11 [13 82° insolvency court: the insolvency court as referred to in Article I.22, 4°, of the Code of Economic Law;] 13 [14 83° [18 independent director or independent member of the statutory governing body: persons who meet the criteria established by the European Banking Authority, where applicable together with the European Securities and Markets Authority, and the following criteria: a) during a period of five years prior to their appointment, they have not held a mandate as executive member of the governing body, a function as member of the management board or the executive committee, or a function as person responsible for the day-to-day management, neither in the credit institution nor in a company or person affiliated with it as defined in Article 1:20 of the Code of Companies and Associations; b) they have not held more than three consecutive mandates as non-executive member in the governing body, without this period being longer than twelve years; c) during a period of three years prior to their appointment, they have not been part of the senior management within the meaning of Article 19, 2°, of the Act of 20 September 1948 on the organization of business, of the credit institution or of a company or person affiliated with it as defined in Article 1:20 of the Code of Companies and Associations; d) they have not received or received any remuneration or other significant benefit of a proprietary nature from the credit institution or from a company or person affiliated with it as defined in Article 1:20 of the Code of Companies and Associations, other than the fees and remuneration they may have received or received as non-executive member of the governing body or as member of the supervisory body; e) [19 i) do not hold corporate rights representing one tenth or more of the capital, equity, shares or a class of shares, or of the voting rights of the credit institution; ii) if they hold corporate rights representing a quota of less than 10%:

• those corporate rights together with the corporate rights held in the same credit institution by companies over which the director in question has control, may not reach one tenth of the capital, equity, voting rights, shares or a class of shares of the credit institution; or
• the acts of disposal over those shares or the exercise of the rights attached to them may not be subject to agreements or unilateral commitments entered into by the member of the statutory governing body in question; iii) in no case represent a shareholder who falls under the conditions of this point;] 19 f) do not have or have not had in the past financial year a significant business relationship with the credit institution or with a company or person affiliated with it as defined in Article 1:20 of the Code of Companies or Associations, neither directly nor as partner, shareholder, member of the governing body or member of the senior management within the meaning of Article 19, 2°, of the Act of 20 September 1948 on the organization of business, of a company or person maintaining such a relationship; g) have not been a partner or employee of the current or former auditor of the credit institution or of a company or person affiliated with it in the sense of Article 1:20 of the Code of Companies and Associations in the past three years; h) are not executive members of the governing body of another company in which an executive member of the governing body of the credit institution sits as non-executive member of the governing body or member of the supervisory body, and do not have other significant ties with the executive members of the governing body of the credit institution by virtue of functions at other companies or bodies; i) do not have a spouse, legal cohabitant, or blood or in-law relatives up to the second degree who exercise a mandate as member of the governing body, member of the management board, member of the executive committee, person responsible for the day-to-day management, or member of the senior management, within the meaning of Article 19, 2°, of the Act of 20 September 1948 on the organization of business, in the credit institution or in a company or person affiliated with it as defined in Article 1:20 of the Code of Companies and Associations, or who are in one of the other cases described in points a) to h). The appointment decision states the reasons on the basis of which the status of independent director is granted. The King, as well as the statutes, may provide for additional or stricter criteria. Provided that a duly substantiated justification is submitted and subject to a contrary assessment by the supervisor, who verifies the validity of this justification, a credit institution may deviate from the aforementioned criteria;] 18 ] 14 [15 84° commodity and emission allowance trader: an undertaking whose main activity consists exclusively of carrying out investment services or activities regarding commodity derivatives or commodity-related derivative contracts as referred to in points e), f), g), i and j) of Article 2, first paragraph, 1° of the Act of 2 August 2002 or emission allowance-related derivative contracts as referred to in point d) of that article, or emission allowances as referred to in point k) of that article;] 15 [15 85° group: a body of undertakings of which at least one is a credit institution and which is formed by a parent undertaking and its subsidiaries, the undertakings forming a consortium and the undertakings controlled by these latter undertakings; 86° group from a third country: a group whose parent undertaking is subject to a third country; 87° [19 gender-neutral remuneration policy: a remuneration policy based on equal pay for equal or equivalent work, regardless of gender;] 19 88° G-SII: a global systemically important credit institution as referred to in Article 12, second paragraph of Annex IV; 89° D-SII: a domestic systemically important institution as referred to in Article 12, third paragraph of Annex IV; 90° excessive leverage risk: the risk resulting from the vulnerability of an institution due to leverage or potential leverage that may require unintended corrective measures in its business plan, including emergency sales of assets that may result in losses or valuation adjustments in its remaining assets; 91° leverage ratio: the own funds requirement referred to in Article 92(1)(d) of Regulation No. 575/2013; 92° leverage ratio buffer: the own funds requirement referred to in Article 92(1bis) of Regulation No. 575/2013; 93° non-EU global systemically important institution or non-EU G-SII: a global systemically important credit institution or bank group (G-SIB) that is not a G-SII and is included in the list of G-SIBs published by the Financial Stability Board;] 15 [16 94° make-whole clause: a provision intended to protect the investor by ensuring that, in the event of early repayment of a bond, the issuer must pay the holder of the bond an amount equal to the sum of the net present value of the remaining coupon payments expected until the maturity date, and the principal amount of the bond to be repaid.] 16

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( 1 )<W 2015-12-18/17 , art. 2, 004; Entry into force : 08-01-2016> ( 2 )<W 2015-12-18/17 , art. 3, 004; Entry into force : 08-01-2016> ( 3 )<KB 2015-12-26/07 , art. 2, 005; Entry into force : 01-01-2016> ( 4 )<W 2016-03-13/07 , art. 733, 006; Entry into force : 23-03-2016; see also art. 756> ( 5 )<W 2016-04-22/02 , art. 3, 007; Entry into force : 12-05-2016> ( 6 )<W 2016-06-27/09 , art. 4, 008; Entry into force : 16-07-2016> ( 7 )<W 2016-10-25/05 , art. 4, 009; Entry into force : 01-12-2016> ( 8 )<W 2016-12-07/02 , art. 132, 010; Entry into force : 31-12-2016> ( 9 )<W 2017-11-21/08 , art. 153, 014; Entry into force : 03-01-2018> ( 10 )<W 2017-12-05/04 , art. 29, 015; Entry into force : 28-12-2017> ( 11 )<W 2017-12-05/04 , art. 62, 015; Entry into force : 28-12-2017> ( 12 )<W 2018-07-30/10 , art. 89, 017; Entry into force : 20-08-2018> ( 13 )<W 2019-05-02/25 , art. 25, 019; Entry into force : 31-05-2019> ( 14 )<W 2021-06-27/09 , art. 137, 026; Entry into force : 19-07-2021> ( 15 )<W 2021-07-11/08 , art. 18, 027; Entry into force : 23-07-2021> ( 16 )<W 2022-02-23/09 , art. 37, 028; Entry into force : 28-02-2022> ( 17 )<W 2021-11-26/04 , art. 4, 029; Entry into force : 08-07-2022> ( 18 )<W 2021-07-11/08 , art. 18, 027; Entry into force : 06-10-2022> ( 19 )<W 2022-07-20/40 , art. 293, 031; Entry into force : 06-10-2022> ( 20 )<W 2023-12-20/08 , art. 34, 033; Entry into force : 25-01-2024> ( 21 )<W 2025-03-25/05 , art. 71, 035; Entry into force : 08-05-2025> ( 22 )<W 2025-12-11/13 , art. 79, 037; Entry into force : 03-01-2026>

Art.

4 .[4 The following activities are eligible for mutual recognition as regulated by Articles 86, 90 and 92 and by Book III, Title I, for credit institutions within the meaning of Article 1, § 3, first paragraph, 1°:] 4

1. Acceptance of deposits or other repayable funds;
2. Granting of loans, including consumer credit, mortgage credit, factoring with or without recourse and financing of commercial transactions (including forfaiting);
3. Leasing;
4. Payment services [2 within the meaning of Article 2, 1°, of the Act of 11 March 2018 [3 ...] 3 ] 2 ;
5. Issuance and management of other payment instruments (for example, travel cheques and letters of credit), insofar as this activity does not fall under point 4);
6. Providing guarantees and commitments;
7. Trading on own account of the institution or on behalf of clients regarding: a) money market instruments (cheques, bills of exchange, deposit certificates, etc.) b) currencies c) financial futures and options d) swaps and similar financing instruments e) securities;
8. Participation in securities issues and services related thereto;
9. Advising undertakings on capital structure, business strategy and related matters, as well as advising and services regarding mergers and acquisitions of undertakings;
10. Intermediation on interbank markets;
11. Asset management or advice;
12. Safekeeping and administration of securities;
13. Commercial information;
14. Rental of safes;
15. [5 Issuance of electronic money, including e-money tokens as defined in Article 3(1)(7) of Regulation 2023/1114;] 5 [5
16. Issuance of asset-referenced tokens as defined in Article 3(1)(6) of Regulation 2023/1114;
17. Crypto-asset services as defined in Article 3(1)(16) of Regulation 2023/1114.] 5 When the first paragraph refers to financial instruments, the [1 services and activities mentioned in Article 2, 1° and 2° of the Act of 25 October 2016] 1 fall under the mutual recognition scheme of this Act. [4 Only the investment services, investment activities and ancillary services referred to in Article 3, 71° and 72° are eligible for mutual recognition as regulated by Articles 86, 90 and 92 and Book III, Title I, for credit institutions within the meaning of Article 1, § 3, first paragraph, 2°.] 4

---

( 1 )<W 2016-10-25/05 , art. 5, 009; Entry into force : 01-12-2016> ( 2 )<W 2018-03-11/07 , art. 245, 016; Entry into force : 26-03-2018> ( 3 )<W 2019-05-02/25 , art. 26, 019; Entry into force : 31-05-2019> ( 4 )<W 2022-07-20/40 , art. 294, 031; Entry into force : 06-10-2022> ( 5 )<W 2025-12-11/13 , art. 80, 037; Entry into force : 03-01-2026>

TITLE III.

• Reserved names

CHAPTER I.

• Designation of credit institutions

Art.

---

5. In Belgium, only the following institutions may publicly [3 use]3 the terms "credit institution", "bank", "banking", "savings bank", "savings fund" or "securities bank" or, more generally, terms referring to the status of credit institution, in particular in their name, in the statement of their purpose, in their securities, values, documents or advertising:

1° credit institutions established in Belgium; 2° credit institutions operating in Belgium in accordance with Article 313 which are subject to the law of another Member State; 3° representative offices as referred to in Article 341; 4° credit institutions subject to the law of a third country which, without being established in Belgium, provide investment services there [1 on the basis of the Act of 25 October 2016 and its implementing decrees]1.

However,

1° the first paragraph, regarding the terms "bank" and "banking", does not apply to the National Bank of Belgium, the European Central Bank and banking institutions under international public law to which one or more Member States are affiliated; 2° the first paragraph, regarding the terms "credit institution", "bank", "savings bank", "savings fund" and "securities bank", does not apply to credit institutions subject to foreign law which are not permitted to carry out banking transactions in Belgium and which offer public investment instruments or request admission of investment instruments to trading on a regulated market within the meaning of [2 the Act of 11 July 2018]2 on the public offering of investment instruments and the admission of investment instruments to trading on a regulated market, with respect to the aforementioned public offerings or requests for admission of investment instruments; 3° financial holdings may also use the term "bank" in the expression "bank holding" or in similar expressions, and mixed financial holdings may also [3 use]3 the term "bank" in the expression "bank-insurance holding" or in similar expressions.

In case of risk of confusion, the Bank may require credit institutions subject to foreign law and entitled to use the terms referred to in the first paragraph to add a clarifying statement to their name.

( 1 )<W 2016-10-25/05 , art. 6, 009; Entry into force: 01-12-2016> ( 2 )<W 2018-07-11/06 , art. 87, 020; Entry into force: 21-07-2019> ( 3 )<W 2022-07-20/40 , art. 295, 031; Entry into force: 06-10-2022>

CHAPTER II.

• Credit institutions permitted to issue covered bonds

Art.

6 .§ 1. The terms "Belgian covered bond" and "covered bond belge" may only be used for securities issued in accordance with the provisions of Book II, Title II, Chapter 4, Section 3. § 2. The terms "Belgian mortgage bond" and "lettre de gage belge" may only be used for securities that meet the conditions established on the basis of Article 2, § 1 of Annex III. [ 1 § 3. Likewise, the terms "European covered bond", "obligation garantie européenne" and "European covered bond" on the one hand and "European covered bond (premium)", "obligation garantie européenne (de qualité supérieure)" and "European covered bond (premium)" on the other hand may only be used for securities that respectively meet the conditions of paragraphs 1 and 2.]1

( 1 )<W 2021-11-26/04 , art. 5, 029; Entry into force: 08-07-2022>

BOOK II.

• CREDIT INSTITUTIONS UNDER BELGIAN LAW

TITLE I.

• Access to the business

CHAPTER I.

• Licence

Section I.

• Licence requirement

Art.

7 . Every credit institution under Belgian law wishing to carry out its activities in Belgium must, before commencing them, obtain a licence, regardless of where else it carries out its activities.

Section II.

• Procedure

Art.

8 .[ 1 The licence application submitted to the Bank must be accompanied by an administrative file meeting the conditions set by the supervisor, which in particular includes the programme of activities, in particular the nature and scope of the intended transactions as well as the organizational structure of the institution, in particular a description of the arrangements, processes and mechanisms referred to in Article 21, § 1, and the close links it has with other persons, in particular the parent undertakings, financial holdings and mixed financial holdings within the group. The application must also state whether the intended activities are those referred to in points 1° or 2° of Article 1, § 3, first paragraph. Applicants must furthermore provide all information necessary to assess their application.]1 When determining the conditions referred to in the first paragraph, the supervisor takes into account the conditions set by the FSMA regarding the organization and procedures on which it exercises supervision in accordance with Article 45, § 1, first paragraph, 3°, and § 2 of the Act of 2 August 2002.

( 1 )<W 2021-07-11/08 , art. 19, 027; Entry into force: 23-07-2021>

Art.

9 .The applicant also informs the Bank of the identity of the natural or legal persons who, acting alone or jointly, hold a qualified holding, with or without voting rights, directly or indirectly, in the capital of the credit institution. The notification must state the share of capital and the number of voting rights held by these persons. [ 1 ...] 1 . [ 1 In the absence of qualified holdings, the notification referred to in the first paragraph concerns the identity of the twenty largest shareholders and their share of capital.]1

( 1 )<W 2016-03-13/07 , art. 734, 006; Entry into force: 23-03-2016>

Art.

10 .The Bank consults the FSMA before deciding on a licence application from an institution which is either the subsidiary of a management company for collective investment and investment advice, an AIFM or a management company for collective investment institutions under Belgian law, or the subsidiary of the parent undertaking of a management company for collective investment and investment advice, an AIFM or a management company for collective investment institutions under Belgian law, or which is under the control of the same natural or legal persons as those who control a management company for collective investment and investment advice, an AIFM or a management company for collective investment institutions under Belgian law. When the licence application comes from an institution which is either the subsidiary of another credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an AIFM or a management company for collective investment institutions, authorized or admitted in accordance with the law of another Member State, or the subsidiary of the parent undertaking of another credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an AIFM or a management company for collective investment institutions, authorized or admitted in accordance with the law of another Member State, or which is under the control of the same natural or legal persons as those who control another credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an AIFM or a management company for collective investment institutions, authorized or admitted in accordance with the law of another Member State, the Bank, before deciding on the application, consults the competent authorities in those other Member States responsible for the supervision of credit institutions, insurance undertakings, reinsurance undertakings, investment firms, AIFMs or management companies for collective investment institutions. [ 1 The Bank also consults in advance the authorities referred to in the first or second paragraph to assess the suitability of shareholders, management and persons responsible for independent control functions in accordance with Articles 18, 19 and 35, when such shareholder is an undertaking as referred to in the first or second paragraph or the person participating in the management of the credit institution also participates in the management of one of the undertakings referred to in the first or second paragraph or of an undertaking belonging to the same group, or when the person responsible for an independent control function exercises that function at the undertaking referred to in the first or second paragraph or at an undertaking belonging to the same group. The Bank consults with these authorities to ensure that all information relevant for assessing the suitability of the shareholders, persons participating in management and persons responsible for independent control functions referred to in this paragraph is shared.]1

( 1 )<W 2022-07-20/40 , art. 296, 031; Entry into force: 06-10-2022>

Art.

11 .§ 1. On the advice of the FSMA, the supervisor decides on the licence application, regarding: 1° the appropriateness of the organization of the credit institution, in particular its integrity policy, [2 as referred to in particular in Articles 21 to 42, 64, 65/2 and 65/3]2, from the perspective of compliance with the rules referred to in Article 45, § 1, first paragraph, 3°, and § 2 of the Act of 2 August 2002; 2° the professional reliability of the persons who are members of the statutory governing body of the credit institution, the executive committee or, in the absence of an executive committee, the persons responsible for effective management, as well as the persons responsible for independent control functions, if they are proposed for such a function for the first time at an undertaking subject to the supervision of the supervisor under the CRR Regulation or Article 36/2 of the Act of 22 February 1998. The FSMA provides its advice on the aforementioned matters within a period of fourteen days from the receipt by the Bank of the file referred to in Article 8 and no later than one month after receipt of the request for advice. Absence of advice within this period is considered as positive advice. Before the expiry of the one-month period, the FSMA may nevertheless inform the Bank that it will provide its advice no later than 15 days after the expiry of this period. § 2. [ 1 If the Bank does not take into account the advice of the FSMA on the matters referred to in paragraph 1, first paragraph, this is stated with the reasons for the deviation in its decision to refuse the licence or in the draft decision which it communicates to the European Central Bank under the CRR Regulation. The aforementioned advice of the FSMA on point 1° of paragraph 1, first paragraph is attached to the notification of the Bank's decision to refuse the licence or to its draft decision on the licence application, as well as to the final decision of the European Central Bank.]1

( 1 )<KB 2014-04-25/08 , art. 390, 002; Entry into force: 04-11-2014> ( 2 )<W 2017-11-21/08 , art. 154, 014; Entry into force: 03-01-2018>

Art.

12 .[ 1 The supervisor expresses its opinion on the licence application within six months after submission of a complete file and no later than twelve months after receipt of the application. If the Bank considers that the conditions [2 of Chapter II]2 are met, it communicates a draft decision to the applicant and to the European Central Bank, so that the latter can express itself within the periods referred to in the first paragraph under the CRR Regulation. The Bank may, given the need for sound and prudent management, determine in its draft decision that the licence for the exercise of certain of the intended activities is subject to conditions. If the Bank considers that the conditions [2 of Chapter II]2 are not met, it refuses the licence. The Bank notifies its decision to refuse the licence or the final decision of the European Central Bank within fifteen days by registered letter or letter with acknowledgment of receipt, respecting the periods referred to in the first paragraph.]1 [ 3 If the licence is granted, the decision on the licence must state whether the credit institution obtains a licence as a credit institution within the meaning of point 1° or point 2° of Article 1, § 3, first paragraph.]3

( 1 )<KB 2014-04-25/08 , art. 391, 002; Entry into force: 04-11-2014> ( 2 )<W 2017-11-21/08 , art. 155, 014; Entry into force: 03-01-2018> ( 3 )<W 2021-07-11/08 , art. 20, 027; Entry into force: 06-10-2022>

Art.

13 .When a credit institution obtains a licence, the Bank makes the data referred to in Article 8 and any amendments thereto available to the FSMA, to enable it to exercise the powers referred to in Article 45, § 1, 3° and § 2 of the Act of 2 August 2002.

Art.

14 .[ 1 The supervisors draw up a list of the credit institutions to which a licence has been granted under this Book, distinguishing between the categories referred to in point 1° and in point 2° of Article 1, § 3, first paragraph. That list as well as the annex referred to in the second paragraph and all amendments made thereto are published on their website and brought to the attention of the European Banking Authority.]1 An annex to this list mentions the financial holdings and mixed financial holdings referred to in Article 218. This annex and all amendments made thereto are published on the website of the supervisors and transmitted in accordance with Article 218, second paragraph.

( 1 )<W 2021-07-11/08 , art. 21, 027; Entry into force: 06-10-2022>

Art.

14/1 .[ 1 When an undertaking that has obtained a licence as a stock exchange company meets the conditions of Article 1, § 3, first paragraph, 2°, it must submit a licence application in accordance with Article 8 no later than on the day when: 1° the average of its monthly total assets, calculated over a period of twelve consecutive months, is equal to or greater than 30 billion euros; or 2° although the average of its monthly total assets, calculated over a period of twelve consecutive months, is less than 30 billion euros, the total value of the consolidated assets of all undertakings in the group to which the stock exchange company belongs, each individually having less than 30 billion euros in total assets and carrying out investment services consisting of dealing on own account or taking up and placing financial instruments with a firm commitment, is equal to or greater than 30 billion euros, both calculated as an average over a period of twelve consecutive months. Articles 9 to 14 apply to this application, provided that the supervisor guarantees that the licensing procedure is as streamlined as possible and that account is taken of the information obtained under the previous supervisory status. The undertakings referred to in the first paragraph may continue to carry out the activities referred to in Article 1, § 3, first paragraph, 2°, until the licence requested in accordance with the first paragraph is obtained or refused, provided that they remain subject until that date to the European legal provisions directly applicable to them, to the provisions of [2 the Act of 20 July 2022 on the status of and supervision of stock exchange companies and containing various provisions]2 and to the various standards adopted to implement it.]1

( 1 )<Inserted by W 2021-07-11/08 , art. 22, 027; Entry into force: 06-10-2022> ( 2 )<W 2022-07-20/40 , art. 297, 031; Entry into force: 06-10-2022>

CHAPTER II.

• Licence conditions

Section I.

• General provisions

Art.

15 .[ 1 In addition to the conditions of this Chapter, the supervisor also takes into account the ability of the applicant institution to meet the business conduct conditions referred to in Title II and to achieve its development objectives: 1° in a manner that guarantees sound, effective and prudent management of the institution; 2° under the conditions necessary for the proper functioning of the banking and financial system and for the safety of depositors; and 3° in a manner that adequately takes into account the interests of its clients and the integrity of the market, when the institution provides or carries out investment services and/or activities as well as ancillary services.]1

( 1 )<W 2017-11-21/08 , art. 156, 014; Entry into force: 03-01-2018>

Section II.

• Corporate form

Art.

16 .[ 1 Every credit institution under Belgian law must be established in one of the following corporate forms: cooperative company, public limited company, European company or European cooperative company, respecting the specific requirements laid down in this Act or in European legislation.]1

( 1 )<W 2021-06-27/09 , art. 138, 026; Entry into force: 19-07-2021>

Section III.

• Share capital

Art.

17 .To obtain a licence, a capital of at least 6,200,000 euros is required. The capital must be fully paid up to the minimum amount specified in the first paragraph. For existing companies applying for a licence, issue premiums, reserves and carried forward profits, with the exception of revaluation surpluses, are treated as capital. However, the capital must in itself amount to at least 2,500,000 euros and be paid up for this amount. [ 2 In derogation from Article 6:4 and the provisions of Book 6, Title 6 of the Code of Companies and Associations, every credit institution established as a cooperative company must have capital of which the fixed part, established in the statutes, may not be lower than the amount referred to in the first paragraph, and which must be fully paid up for this amount. Article 7:6 of the said Code applies mutatis mutandis.]2

( 1 )<W 2021-06-27/09 , art. 139, 026; Entry into force: 19-07-2021> ( 2 )<W 2022-07-20/40 , art. 298, 031; Entry into force: 06-10-2022>

Section IV.

• Shareholders or partners

Art.

18 . The licence is refused when the supervisor is not convinced of the suitability of the natural or legal persons referred to in Article 9 to guarantee a sound and prudent management of the credit institution. The assessment of suitability to guarantee a sound and prudent management of the credit institution is carried out on the basis of the following criteria: a) the reliability of the natural or legal persons referred to in Article 9; b) the professional reliability and expertise of each person referred to in Article 19 who will factually manage the business of the credit institution; c) the financial solidity of the natural or legal persons referred to in Article 9, in particular in light of the nature of the activities exercised and intended within the credit institution; d) whether the credit institution will be able to meet and continue to meet the prudential requirements under this Act and its implementing regulations as well as Regulation No. 575/2013, in particular whether the group of which it will be part is structured such that effective supervision and effective exchange of information between competent authorities are possible, and that the distribution of responsibilities between competent authorities can be determined; e) whether there are well-grounded reasons to suspect that money laundering or terrorist financing has been or is being committed by the natural or legal persons referred to in Article 9, or that an attempt has been made or is being made to launder money or finance terrorism, or that their status as shareholders of the credit institution could increase the risk thereof.

Section V.

• Management

Art.

19 .§ 1. The members of the statutory governing body of the credit institution, the persons responsible for effective management as well as the persons responsible for independent control functions are exclusively natural persons. The persons referred to in the first paragraph must permanently possess the professional reliability and appropriate expertise required for the exercise of their functions. [ 2 These persons must in particular act honestly, with integrity and with independence of mind. With regard to the members of the statutory governing body, this must enable them to effectively assess the decisions of effective management and to challenge them if necessary, and to effectively supervise and control administrative decision-making.]2 [ 1 The supervisor in particular checks whether the requirements of the second paragraph are met if he has good reasons to suspect that money laundering or terrorist financing, an attempt thereof, or an increased risk thereof, is involved in connection with that credit institution.]1 § 2. The effective management of the credit institution must be entrusted to at least two natural persons.

( 1 )<W 2021-07-11/08 , art. 23, 027; Entry into force: 23-07-2021> ( 2 )<W 2023-12-20/08 , art. 35, 033; Entry into force: 25-01-2024>

Art.

§ 1. The function of member of the statutory governing body, person responsible for effective management or responsible for an independent control function may not be exercised by persons who have been convicted: 1° of a penalty for an offense as referred to in the Royal Decree No. 22 of 24 October 1934 concerning the judicial ban on certain convicts and bankrupts from exercising certain offices, professions or activities; 2° of a penalty for violation of: a) Article 348 of this Act; b) Articles 42 to 45 of the Royal Decree No. 185 of 9 July 1935 on bank supervision and the issuing regime for titles and securities or Article 104 of the Act of 22 March 1993 on the status and supervision of credit institutions; c) Articles 31 to 35 of the provisions concerning the supervision of private savings banks, coordinated on 23 June 1967; d) Articles 13 to 16 of the Act of 10 June 1964 on the public attraction of savings funds; e) Articles 100 to 112ter of Title V of Book I of the Code of Commerce or Articles 75, 76, 78, 150, 175, 176, 213 and 214 of the Act of 4 December 1990 on financial transactions and financial markets; f) Article 4 of the Royal Decree No. 41 of 15 December 1934 for the protection of saved wealth by regulating the sale on installment of premium bonds; g) Articles 18 to 23 of the Royal Decree No. 43 of 15 December 1934 concerning the supervision of capitalization companies; h) Articles 200 to 209 of the laws on commercial companies, coordinated on 30 November 1935; i) Articles 67 to 72 of the Royal Decree No. 225 of 7 January 1936 regulating mortgage loans and establishing supervision of mortgage loan companies, Article 34 of the Act of 4 August 1992 on mortgage credit or Articles XV.87, 3°, XV.90, 18° and 19°, XV.91, XV.126 and XV.126/1 of Book XV of the Code of Economic Law; j) Articles 4 and 5 of the Royal Decree No. 71 of 30 November 1939 concerning the trading in movable property and door-to-door solicitation of movable property and goods or foodstuffs; k) Article 31 of the Royal Decree No. 72 of 30 November 1939 regulating commodity futures exchanges, the profession of brokers and intermediaries dealing in these futures trades, and the regime of the exception of game; l) Article 29 of the Act of 9 July 1957 regulating installment sales and its financing, Article 101 of the Act of 12 June 1991 on consumer credit or Articles XV.87, 2°, XV.90, 1° to 16°, XV.91, XV.126 and XV.126/1 of Book XV of the Code of Economic Law; m) Article 11 of the Royal Decree No. 64 of 10 November 1967 regulating the status of portfolio companies; n) [1 Articles 83 and 87 of the Act of 9 July 1975 concerning the supervision of insurance companies;] 1 o) Articles 11, 15, § 4 and 18 of the Act of 2 March 1989 on the disclosure of significant holdings in listed companies and regulating public takeover bids; p) Article 139 of the Act of 25 June 1992 on land insurance contracts; q) Article 15 of the Act of 27 March 1995 concerning insurance and reinsurance mediation and the distribution of insurance; r) Articles 148 and 149 of the Act of 6 April 1995 on the status and supervision of investment firms; [2 r/1) Article 107 of the Act of 25 October 2016;] 2 s) Articles 345 to 349, 387 to 389, 433, 434, 647 to 653, 773, 788, 872, 873, 946 and 948 of the Companies Code; t) Articles 38 to 43 of the Act of 2 August 2002; u) Article 25 of the Act of 22 April 2003 concerning public offers of securities; v) Articles 286 to 292 of the Act of 3 August 2012 concerning certain forms of collective management of investment portfolios, with respect to undertakings for collective investment that meet the conditions of Directive 2009/65/EC and debt investment funds; w) Article 14 of the Act of 14 December 2005 abolishing bearer shares; x) Articles 151 to 153 of the Act of 27 October 2006 concerning supervision of occupational pension funds; y) Article 69 of the Act of 16 June 2006 on public offers of investment instruments and admission of investment instruments to trading on a regulated market; z) Article 21 of the Act of 22 March 2006 concerning mediation in banking and investment services and distribution of financial instruments; z/1) Article 38 of the Act of 1 April 2007 on public takeover bids; z/2) Article 26 of the Act of 2 May 2007 on disclosure of significant holdings in issuers whose shares are admitted to trading on a regulated market and containing various provisions; z/3) Article 75 of the Act of 16 February 2009 on the reinsurance sector; z/4) Articles 368 to 375 of the Act of 19 April 2014 concerning alternative investment funds and their managers; [1 z/5) Article 605 of the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings;] 1 [ 5 z/6) Article 51 of the Act of 21 December 2009 on the status of payment institutions and electronic money institutions, access to the business of payment service providers and to the activity of issuing electronic money and access to payment systems;] 5 [ 5 z/7) Articles 304 to 308 inclusive of the Act of 4 April 2014 concerning insurance;] 5 [ 5 z/8) Article 231 of the Act of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions, access to the business of payment service providers and to the activity of issuing electronic money, and access to payment systems;] 5 [ 6 z/9) Article 33 of the Act of 11 July 2018 on the offering of investment instruments to the public and admission of investment instruments to trading on a regulated market;] 6 [ 7 z/10) Articles 1:36, 2:108, 3:43, 3:44, 3:45, 3:96, 3:97, 5:158, 6:128, 7:232 and 16:32 of the Companies and Associations Code;] 7 [ 8 z/11) Article 239 of the Act of 20 July 2022 on the status and supervision of listed companies and containing various provisions;] 8 3° [ 3 [ 4 ...] 4 ] 3 4° by a foreign [ 3 ...] 3 court [ 3 ...] 3 for similar offenses [ 3 ...] 3 as those referred to in [ 3 1° and 2°] 3 . The King may adapt the provisions of this section to bring them into conformity with the laws amending the texts listed therein. § 2. The prohibitions referred to in paragraph 1 apply for a period a) of twenty years if the prison sentence exceeds twelve months; b) of ten years for other prison sentences or fines, as well as in case of a suspended sentence.

( 1 )<W 2016-03-13/07 , art. 735, 006; Entry into force : 23-03-2016; see also art. 756> ( 2 )<W 2016-10-25/05 , art. 7, 009; Entry into force : 01-12-2016> ( 3 )<W 2017-07-31/10 , art. 34, 012; Entry into force : 21-08-2017> ( 4 )<W 2017-09-18/06 , art. 185, 013; Entry into force : 16-10-2017> ( 5 )<W 2018-07-30/10 , art. 90, 017; Entry into force : 20-08-2018> ( 6 )<W 2019-05-02/25 , art. 27, 019; Entry into force : 31-05-2019> ( 7 )<W 2021-06-27/09 , art. 140, 026; Entry into force : 19-07-2021> ( 8 )<W 2022-07-20/40 , art. 299, 031; Entry into force : 06-10-2022>

Section VI.

• Organization

Subsection I.

• General principles

Art.

21 .§ 1. Every credit institution has a sound and appropriate arrangement for its governance, including oversight measures, to ensure an effective and prudent conduct of business, which is based in particular on : 1° an appropriate policy structure based at the highest level on a clear distinction between, on the one hand, the effective management of the institution and, on the other hand, the oversight [ 4 of that management, and which] 4 within the institution provides for appropriate segregation of duties and a clearly defined, transparent and coherent arrangement for the allocation of responsibilities; 2° an appropriate administrative and accounting organization and internal control, including in particular a [ 4 control system] 4 that provides a reasonable degree of assurance regarding the reliability of the financial reporting process; [ 5 2° /1 network and information systems that are set up and managed in accordance with Regulation 2022/2554;] 5 3° effective procedures for the identification, measurement, management and monitoring of risks to which the institution is exposed, including the prevention of conflicts of interest; 4° an appropriate independent [ 4 internal audit function] 4 , risk management function and compliance function; 5° an appropriate integrity policy; 6° a remuneration policy that ensures sound and effective risk management and prevents the extent to which risks are taken from exceeding the tolerance level established by the institution; 7° [ 1 IT control and security mechanisms tailored to the institution's activities and sufficiently robust to guarantee the security and authentication of means of information transfer, minimize the risk of data corruption and unauthorized access, and prevent information leakage by maintaining the confidentiality of data at all times;] 1 8° [ 4 an appropriate internal alert system, in compliance with the legislation transposing Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law and which provides in particular for specific independent and autonomous reporting of breaches of standards and codes of conduct applicable to the institution;] 4 9° the introduction of appropriate measures in the field of business continuity to ensure that critical functions can be maintained or restored as soon as possible, and, without prejudice to specific requirements for investment services and activities, that normal service provision and activity can be resumed within a reasonable timeframe. [ 2 § 1/1. In particular, credit institutions are prohibited from setting up a special mechanism. By "special mechanism" is meant a procedure meeting the following cumulative conditions: 1° it aims or results in making tax fraud by third parties possible or promoting it; 2° the initiative for it is taken by the credit institution itself or the credit institution clearly participates actively in it, or it is the result of gross negligence by the credit institution; 3° it consists of a series of behaviors or omissions; 4° it has a special character, meaning that the credit institution knows or should know that the mechanism deviates from standards and normal practices regarding banking and financial transactions.] 2 [ 1 [ 2 § 1/2.] 2 When the credit institution provides investment services and/or activities as well as ancillary services, or when it sells structured deposits or provides advice to clients in connection with such products, the credit institution acts in the best interests of its clients and promotes market integrity. Paragraph 1 applies for this purpose.] 1 § 2. The organizational arrangements referred to in paragraph 1 are exhaustively detailed and are appropriate for the nature, scale and complexity of the risks inherent in the business model and the activities of the institution. § 3. Every credit institution draws up a governance memorandum that contains for the institution concerned and, where applicable, the group or subgroup of which it is the ultimate parent undertaking, [ 1 the complete internal organizational arrangement as referred to in paragraph 1 and, where applicable, in Articles 41 to 42/2] 1 . If the credit institution is part of a group subject to supervisory oversight, the memorandum drawn up at the level of the credit institution may form part of the group's memorandum. § 4. Subsections II to V, Articles 67 to 70 and Annexes I and II determine the scope of the general obligations referred to in paragraphs 1 and 2 in specific domains. [ 3 § 5. When an exemption is granted to a credit institution pursuant to Article 7 of Regulation No. 575/2013, the supervisor determines to what extent and in what manner the credit institution may also be exempted from the obligations of this Article.] 3

( 1 )<W 2017-11-21/08 , art. 157, 014; Entry into force : 03-01-2018> ( 2 )<W 2021-06-02/03 , art. 21, 025; Entry into force : 28-06-2021> ( 3 )<W 2021-07-11/08 , art. 24, 027; Entry into force : 23-07-2021> ( 4 )<W 2022-07-20/40 , art. 300, 031; Entry into force : 06-10-2022> ( 5 )<W 2025-03-25/05 , art. 72, 035; Entry into force : 08-05-2025>

Art.

22 . If the credit institution has close links with other natural or legal persons, or if the credit institution is part of a group, those links or the legal structure of the group may not constitute an obstacle to individual or consolidated prudential supervision of the institution. If the credit institution has close links with a natural or legal person subject to the jurisdiction of a third country, the legislative and regulatory provisions applicable to that person or their implementation may not constitute an obstacle to individual or consolidated prudential supervision of the institution.

Subsection II.

• Corporate Bodies

Art.

23 .[ 3 The statutory governing body is a collegiate body. In this regard, the credit institution may not apply Article 7:101, § 1, second paragraph of the Companies and Associations Code. The statutory governing body bears general responsibility for the credit institution.] 3 To this end, the statutory governing body determines and controls in particular 1° the strategy and objectives of the institution; 2° the risk policy, including the risk tolerance referred to in Article 57; [ 1 3° the organization of the institution for providing or carrying out investment services and activities and ancillary services, the sale of structured deposits and the provision of advice to clients in connection with such products, including the organizational arrangement referred to in Article 41, § 1, 1° to 3°, as well as the required knowledge, skills and experience of staff, resources, procedures and arrangements for providing those services and carrying out those activities by the institution.] 1 [ 2 4° the integrity policy referred to in Article 21, § 1, 5°.] 2 The statutory governing body approves the governance memorandum of the credit institution referred to in Article 21, § 3.

( 1 )<W 2017-11-21/08 , art. 158, 014; Entry into force : 03-01-2018> ( 2 )<W 2017-12-05/04 , art. 30, 015; Entry into force : 28-12-2017> ( 3 )<W 2021-06-27/09 , art. 141, 026; Entry into force : 19-07-2021>

Art.

24 .§ 1. [ 4 Every credit institution incorporated as a public limited company establishes a collegiate body, called the "executive committee", to which all powers of the board of directors as referred to in Article 7:110 of the Companies and Associations Code are transferred, without prejudice to the provisions of this Act, and which is composed exclusively of members of the board of directors. The powers thus transferred may not be exercised simultaneously by the board of directors. Without prejudice to the provisions of this Act or directly applicable norms of European law, the legal status of the members of the executive committee must meet the requirements established for the members of the board of directors referred to in Article 7:107 of the Companies and Associations Code, in particular the second paragraph of that Article 7:107.] 4 § 2. The majority of the directors of the board of directors are not members of the executive committee. § 3. [ 1 The function of chairman of the board of directors is exercised by a person who is not a member of the executive committee.] 1 § 4. The daily management [ 4 as referred to in Article 7:121 of the Companies and Associations Code] 4 may not be entrusted to a non-executive member of the board of directors.

( 1 )<W 2015-12-18/17 , art. 4, 004; Entry into force : 08-01-2016> ( 2 )<W 2019-03-23/06 , art. 20, 018; Entry into force : 01-05-2019> ( 3 )<W 2020-04-28/06 , art. 228, 023; Entry into force : 06-05-2020> ( 4 )<W 2021-06-27/09 , art. 142, 026; Entry into force : 19-07-2021>

Art.

24bis . <Abolished by W 2021-06-27/09 , art. 143, 026; Entry into force : 19-07-2021>

Art.

25 .§ 1. [ 2 The statutes of credit institutions incorporated otherwise than as a public limited company provide for the establishment, within the statutory governing body, of a collegiate body composed exclusively of members of the statutory governing body, called the "executive committee", to which all administrative and managerial powers of the statutory governing body are transferred, excluding the determination of general policy and acts reserved to the statutory governing body by the Companies and Associations Code or by this Act. The powers thus transferred may not be exercised simultaneously by the statutory governing body. Without prejudice to the provisions of this Act or directly applicable norms of European law, the legal status of the members of the executive committee must meet the requirements established for the members of the board of directors referred to in Article 7:107 of the Companies and Associations Code, in particular the second paragraph of that Article 7:107.] 2 § 2. The majority of the members of the statutory governing body are not members of the executive committee referred to in paragraph 1. § 3. [ 1 The function of chairman of the statutory governing body is exercised by a person who is not a member of the executive committee.] 1 § 4. When the [ 2 Companies and Associations Code] 2 provides for daily management for the relevant corporate form, that may not be entrusted to a non-executive member of the statutory governing body.

( 1 )<W 2015-12-18/17 , art. 5, 004; Entry into force : 08-01-2016> ( 2 )<W 2021-06-27/09 , art. 144, 026; Entry into force : 19-07-2021>

Art.

26 .The supervisor may, on the basis of the size and risk profile of a credit institution, allow full or partial derogation from the obligations of Articles 24 and 25. The derogation may in particular concern : 1° the obligation to establish an executive committee, without prejudice to compliance with Article 19, § 2; 2° the composition of the executive committee, by allowing persons who are not members of the statutory governing body to be members of the executive committee; in this case, Articles 19, 20 and 60 as well as 14 to 18 of Annex II apply to them; 3° combining the functions of [ 1 member of the executive committee] 1 and chairman of the statutory governing body.

( 1 )<W 2015-12-18/17 , art. 6, 004; Entry into force : 08-01-2016>

Art.

26/1 . [ 1 The statutory governing body and the executive committee are composed such that these bodies collectively possess sufficient knowledge, skills and experience to understand all business activities of the institution, including the main risks to which it is exposed.] 1

( 1 )<Inserted by W 2023-12-20/08 , art. 36, 033; Entry into force : 25-01-2024>

Subsection III.

• Establishment of committees within the statutory governing body

Art.

27 .[ 1 Without prejudice to the tasks of the statutory governing body, every credit institution establishes the following committees within this body: 1° an audit committee; 2° a risk committee; 3° a remuneration committee; 4° a nomination committee, which are composed exclusively of members of the statutory governing body who are not executive members; a member may not sit on more than three of the aforementioned committees. The majority of the members of the audit committee are independent within the meaning of Article 3, 83°. The chairman of the audit committee is appointed by the members of the committee. The risk, remuneration and nomination committees each have at least one independent member within the meaning of Article 3, 83°.] 1

( 1 )<W 2022-07-20/40 , art. 301, 031; Entry into force : 06-10-2022>

Art.

28 .§ 1. In addition to the requirements of Article 27, the members of the audit committee possess collective expertise in the activities of the credit institution concerned and in the field of accounting and audit and [ 3 at least one member of the audit committee] 3 possesses expertise in the field of accounting and/or audit. § 2. [ 2 The audit committee has at least the tasks [ 3 determined] 3 in Article 7:99, § 4 of the Companies and Associations Code] 2 . The audit committee regularly reports to the statutory governing body on the exercise of its tasks, and at least when the statutory governing body prepares the annual accounts and consolidated annual accounts referred to in Article 106 and the periodic statements that the credit institution submits respectively at the end of the financial year and at the end of the first half-year. The Bank may, by regulation adopted in accordance with Article 12bis, § 2 of the Act of 22 February 1998, [ 1 the elements referred to in this paragraph] 1 [ 3 ...] 3 specify and supplement. § 3. [ 2 The [ 3 ...] 3 auditor is responsible for the assignments set out in Article 7:99, § 7 of the Companies and Associations Code.] 2

( 1 )<W 2016-12-07/02 , art. 134, 010; Entry into force : 31-12-2016> ( 2 )<W 2021-06-27/09 , art. 146, 026; Entry into force : 19-07-2021> ( 3 )<W 2022-07-20/40 , art. 302, 031; Entry into force : 06-10-2022>

Art.

§ 1. The members of the risk committee individually possess the necessary knowledge, expertise, experience, and skills to understand and grasp the strategy and risk tolerance of the institution. § 2. The risk committee advises the statutory management body on the current and future risk tolerance and risk strategy. It assists the statutory management body in exercising supervision over the implementation of this strategy by the executive committee. The risk committee ensures that the prices of assets and liabilities and of categories of products not included in the balance sheet that are offered to clients take into account the risks incurred by the institution, given its business model and its risk strategy, in particular the risks, especially reputational risks, that may arise from the types of products offered to clients. If this is not the case, it submits an action plan to the statutory management body. § 3. Without prejudice to the information referred to in Article 57, § 3, the risk committee determines the nature, scope, form, and frequency of information on risks that must be forwarded [to the committee]. It has direct access to the risk management function of the institution and to the advice of external experts. § 4. To promote sound remuneration practices and policy, the risk committee investigates, without prejudice to the tasks of the remuneration committee, whether the incentives stemming from the remuneration system take appropriate account of risk management, the institution's own funds requirements and liquidity position, as well as the likelihood and the spread over time of profit.

( 1 )<W 2022-07-20/40 , art. 303, 031; Inwerkingtreding : 06-10-2022>

Art.

30 . § 1. The remuneration committee is composed such that it can give a thorough and independent opinion on the remuneration policy and practices and the incentives stemming therefrom for risk management, own funds requirements, and liquidity position. § 2. The remuneration committee provides advice on the remuneration policy to be established by the statutory management body and on any modifications made thereto. § 3. The remuneration committee is responsible for preparing decisions on remuneration, in particular decisions that have consequences for the risks and risk management of the credit institution concerned and on which the statutory management body must rule. In preparing such decisions, the remuneration committee takes into account the long-term interests of shareholders, investors, and other stakeholders of the credit institution, as well as the general interest. The first paragraph also applies to decisions on the remuneration of persons responsible for the independent control functions. Moreover, the remuneration committee exercises direct supervision over the remuneration of those responsible for the independent control functions.

Art.

31 .§ 1. The appointment committee is composed such that it can give a thorough and independent opinion on the composition and operation of the governing bodies of the institution, in particular on the individual and collective expertise of their members, and on their integrity, reputation, independence of mind, and availability. § 2. The appointment committee is responsible for : 1° identifying and recommending, for approval by the general meeting or, if applicable, by the statutory management body, candidates to fill vacancies in the statutory management body, checking how knowledge, skills, diversity, and experience are distributed within the statutory management body, and drawing up a description of the tasks and competencies required for a particular appointment, as well as assessing [how much] time should be devoted to the role. Furthermore, the appointment committee sets a target figure for the representation of the underrepresented gender in the statutory management body and outlines a policy to increase the number of representatives of this gender in the statutory management body and thereby achieve the target figure. The target figure, the policy line, and its implementation are disclosed in accordance with Article 435, paragraph 2, point c) of Regulation No. 575/2013 [and are communicated to the supervisor, so that he can carry out the necessary comparative analyses of practices in the field of diversity. The supervisor forwards this information to the European Banking Authority]; 2° periodically, and at least annually, evaluating the structure, size, composition, and performance of the statutory management body and formulating recommendations to the statutory management body regarding any changes; 3° periodically, and at least annually, assessing the knowledge, skills, experience, degree of involvement, in particular regular attendance, of the individual members of the statutory management body and of the statutory management body as a whole, and reporting thereon to this body; 4° periodically testing the policy of the statutory management body for the selection and appointment of its executive members, and formulating recommendations to the statutory management body. [In exercising its powers, the appointment committee ensures that one person or a small group of persons does not dominate the decision-making of the decision-making bodies in a manner that undermines the collegiality of those bodies or harms the interests of the institution as a whole.]The appointment committee may [make use]of all forms of tools it deems suitable for carrying out its mission, such as obtaining external advice, and receives adequate financial means for this purpose.

( 1 )<W 2021-07-11/08 , art. 25, 027; Inwerkingtreding : 23-07-2021> ( 2 )<W 2022-07-20/40 , art. 304, 031; Inwerkingtreding : 06-10-2022>

Art.

32 .[The Articles 27, 28, and 30 do not derogate from the provisions of the Code of Companies and Associations regarding the audit committee and the remuneration committee in listed companies within the meaning of Article 1:11 of this Code.]1

( 1 )<W 2021-06-27/09 , art. 147, 026; Inwerkingtreding : 19-07-2021>

Art.

33 .§ 1. [Non-significant credit institutions are exempted from the obligation to establish the two committees referred to in Articles 30 and 31 within their statutory management body and may additionally determine that a single committee is responsible for the tasks of the committees referred to in Articles 28 and 29.]3 § 2. The supervisor may allow a credit institution that is a subsidiary or grandchild company of a mixed financial holding, an insurance holding, a financial holding, another credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm [, an asset management company for collective investment undertakings, or an asset management company for alternative investment funds], to deviate wholly or partially from the provisions of this Subsection and may lay down specific conditions for granting these derogations, provided that one or more committees are established within the groups or subgroups concerned within the meaning of Articles 28 to 31, which are competent for the credit institution and meet the requirements of this law. [Regardless of the conditions determined by the supervisor pursuant to the first paragraph, the statutory auditor annually makes the additional declaration referred to in Article 11 of Regulation No. 537/2014 to the addressees provided for in Article 225/1. When the conditions determined by the supervisor pursuant to the first paragraph lead to the establishment of an audit committee, the modalities for the proposal of appointment of a statutory auditor referred to in Article 16, paragraph 5, of Regulation No. 537/2014 apply. The mandates of the statutory auditor set out in Article 28, § 3, remain applicable, but are exercised vis-à-vis the statutory management body when the conditions determined by the supervisor do not impose the establishment of an audit committee.]2

( 1 )<W 2016-10-25/05 , art. 8, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2016-12-07/02 , art. 135, 010; Inwerkingtreding : 31-12-2016> ( 3 )<W 2021-07-11/08 , art. 26, 027; Inwerkingtreding : 23-07-2021>

Art.

34 . If no committees as referred to in Articles 30 and 31 are established pursuant to Article 33, § 1, the tasks assigned to those committees must be performed by the statutory management body as a whole. When the chairman of the statutory management body is an executive member due to a derogation permitted pursuant to Article 26, he does not exercise the chairmanship of the statutory management body when it acts in the capacity of one of the committees referred to in Article 27.

Subsection IV.

• Operational independent control functions

Art.

35 .§ 1. Every credit institution takes the necessary measures to permanently have available the following appropriate independent control functions : a) compliance; b) risk management; c) internal audit, which are exercised by persons who are independent of the business units of the institution and possess the necessary authority to properly perform their function. The remuneration of these persons is determined according to the achievement of the objectives towards which their function is directed, independently of the results of the activities being supervised. § 2. In his assessment of the appropriateness of the functions referred to in paragraph 1, the supervisor takes into account the provisions of Article 21, § 2.

Art.

36 .§ 1. Every credit institution has a compliance function to ensure compliance by the institution, the members of its statutory management body, its effective management, employees, authorized agents, and associated agents with the legal and regulatory rules concerning integrity and conduct applicable to banking activity. The first paragraph does not derogate from the provisions of Article 87bis of the Law of 2 August 2002. § 2. Persons responsible for the compliance function report at least once a year to the statutory management body. [The statutory management body annually sends a report to the supervisor on the assessment of the compliance function that [it] carries out pursuant to Article 56, § 3.]1

( 1 )<W 2017-12-05/04 , art. 31, 015; Inwerkingtreding : 28-12-2017> ( 2 )<W 2022-07-20/40 , art. 305, 031; Inwerkingtreding : 06-10-2022>

Art.

37 .§ 1. Every credit institution has an appropriate risk management function that is independent of operational functions and that has sufficient authority, status, and resources and direct access to the statutory management body. § 2. Persons responsible for the risk management function ensure that all significant risks are detected and measured and reported appropriately. They are actively involved in drawing up the risk strategy of the institution and in all policy decisions that have a significant influence on risks and [are] able to provide a complete picture of the entire range of risks incurred by the institution. § 3. The head of the risk management function is a member of the executive committee for whom the risk management function is the only function for which he is individually responsible. If the credit institution is not significant within the meaning of Article 3, 30°, the supervisor may allow a member of the senior management within the institution to fulfill this function, provided there is no conflict of interest on the part of this person. By way of derogation from the first paragraph, first sentence, the supervisor may, with a view to strengthening the autonomy and independence of the risk management function and the compliance function referred to in Article 36, allow the member of the executive committee responsible for the risk management function to also be responsible for the compliance function, provided that the two functions concerned are exercised separately.

( 1 )<W 2022-07-20/40 , art. 306, 031; Inwerkingtreding : 06-10-2022>

Art.

38 . Those responsible for the risk management function and the compliance function may report independently of the executive committee directly to the statutory management body, possibly via the risk committee, and inform them of their concerns and, if necessary, warn them if specific risk developments have or could have a negative impact on the institution, in particular damaging its reputation. The first paragraph does not derogate from the responsibilities of the statutory management body under this law and Regulation No. 575/2013.

Art.

39 .§ 1. Every credit institution guarantees in an audit charter at least that the [internal audit function]is independent [that it has unlimited right of access to information]and that its tasks relate to all activities and entities of the institution, even in case of outsourcing. § 2. The [internal audit function]provides the statutory management body and the executive committee with an independent assessment of the quality and effectiveness of the internal control, risk management, and governance framework of the credit institution. § 3. The [internal audit function]reports directly to the statutory management body, possibly via the audit committee, and informs the executive committee.

( 1 )<W 2022-07-20/40 , art. 307, 031; Inwerkingtreding : 06-10-2022>

Art.

40 .[Without prejudice to the provisions of Articles 19 to 21 [, 26/1]and 35 to 39, the Bank, by regulation adopted pursuant to Article 12bis, § 2, of the Law of 22 February 1998, may further define what constitutes an appropriate policy framework, appropriate internal control, appropriate independent internal audit function, appropriate independent risk management function, and, on the advice of the FSMA, an appropriate independent compliance function, and establish further rules in conformity with European legislation, in particular rules establishing the minimum conditions that must be met regarding the requirement to have appropriate expertise referred to in Article 19, § 1, second paragraph, including modalities regarding the procedure for assessing that requirement.]1

( 1 )<W 2017-12-05/04 , art. 32, 015; Inwerkingtreding : 28-12-2017> ( 2 )<W 2023-12-20/08 , art. 37, 033; Inwerkingtreding : 25-01-2024>

Subsection V. [ - Specific organization for providing investment services, selling structured deposits, and giving advice to clients regarding such products]1

( 1 )<W 2017-11-21/08 , art. 159, 014; Inwerkingtreding : 03-01-2018>

Art.

41 .§ 1. [Every credit institution establishes the policies and procedures referred to in Article 21 to ensure adequate compliance by the institution, the members of its statutory management body, its effective management, employees, authorized agents, and associated agents with the legal and regulatory provisions concerning investment services and activities. These policies and procedures include in particular: 1° without prejudice to Articles 67 to 70, a remuneration policy for persons involved in client service that encourages responsible entrepreneurship and fair treatment of clients and prevents conflicts of interest in relations with clients; 2° a policy on services, activities, products, and operations offered or provided, in accordance with the risk tolerance level of the institution referred to in Article 23, second paragraph, 2° and Article 57, § 1, and the characteristics and needs of the clients of the institution to whom they are offered or provided, if applicable, including the execution of appropriate stress tests; 3° appropriate rules for direct and indirect personal transactions in financial instruments carried out by the persons referred to in the first paragraph.]1 § 2. On the advice of the FSMA and the Bank [the King may determine the rules and obligations referred to in paragraph 1]. These rules and obligations may in particular concern :

• [persons on whom]these rules and obligations apply;
• personal transactions considered contrary to the law;
• modalities [under which the persons concerned]must declare their personal transactions to the credit institution;
• the manner in which credit institutions must retain data on personal transactions.

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( 1 )<W 2017-11-21/08 , art. 160, 014; Inwerkingtreding : 03-01-2018> ( 2 )<W 2022-07-20/40 , art. 308, 031; Inwerkingtreding : 06-10-2022>

Art.

42 .§ 1. Every credit institution takes appropriate organizational and administrative measures to prevent conflicts of interest concerning investment services and activities between the institution, its directors, effective management, employees, and authorized agents and associated agents, or an affiliated company, on the one hand, and its clientele on the other hand, or between its clients themselves, from harming the interests of the latter. § 2. On the advice of the FSMA and the Bank [the King may determine further rules and obligations in this regard]. These rules and obligations may in particular concern the organizational rules to be observed to avoid conflicts of interest and when the credit institution produces and disseminates research on investments.

( 1 )<W 2017-11-21/08 , art. 161, 014; Inwerkingtreding : 03-01-2018>

Art.

42/1 .[Every institution providing and/or performing investment services and/or ancillary services designates a person who possesses sufficient skills and authority and is responsible for ensuring the institution's compliance with its obligations regarding the safeguarding of client financial instruments in accordance with Articles 65 and 65/1 and the regulatory provisions adopted to implement these articles. If applicable, this person may have other responsibilities, provided these do not impair the exercise of the responsibility referred to in this article.]1 [The person responsible for ensuring the credit institution's compliance within the meaning of Article 1, § 3, first paragraph, 2°, with its obligations regarding the safeguarding of its clients' financial instruments is also responsible for ensuring the credit institution's compliance with its obligations concerning the safeguarding of its clients' cash funds in accordance with Articles 65 and 74/1 and the regulatory provisions adopted pursuant to those articles.]2

( 1 )<Inserted by W 2017-11-21/08 , art. 162, 014; Inwerkingtreding : 03-01-2018> ( 2 )<W 2022-07-20/40 , art. 309, 031; Inwerkingtreding : 06-10-2022>

Art.

42/2 . [Articles 41, 42, 64, first paragraph, and 65/2 apply to credit institutions that sell structured deposits or give advice to clients regarding such products.]1

( 1 )<Inserted by W 2017-11-21/08 , art. 163, 014; Inwerkingtreding : 03-01-2018>

Section VII.

• Head Office

Art.

43 . The head office of a credit institution must be located in Belgium.

Section VIII.

• Deposit Protection

Art.

44 .[Credit institutions within the meaning of Article 1, § 3, first paragraph, 1°, must join a collective deposit protection scheme in accordance with Article 380 of this law. When these credit institutions perform investment services and/or activities, they must additionally join a collective investor protection scheme in accordance with Article 384/2 of this law. Credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, must join a collective investor protection scheme in accordance with Article 384/2 of this law.]1

( 1 )<W 2021-07-11/08 , art. 27, 027; Inwerkingtreding : 06-10-2022>

TITLE II.

• Conditions for Business Conduct

CHAPTER I.

• General Provisions

Art.

45 . Every credit institution must permanently comply with the conditions laid down by or pursuant to Articles 15 to 44 of this law.

CHAPTER II.

• Changes in Capital Structure

Art.

46 . Without prejudice to [Articles 9 and 18]and without prejudice to the Law of 2 May 2007 on the disclosure of major holdings, every natural or legal person acting alone or in concert who has decided to acquire or increase, directly or indirectly, a qualified participation in a credit institution governed by Belgian law, thereby reaching or exceeding the threshold of 20%, 30%, or 50% of the percentage of voting rights or shares in the capital, or whereby the credit institution would become its subsidiary, must notify the Bank thereof in writing in advance, stating the extent of the intended participation and the relevant information referred to in the second paragraph. The Bank publishes on its website a list of the relevant information required for assessment, which is proportional to and adapted to the nature of the candidate acquirer and the intended acquisition, and which must be provided together with the notification referred to in the first paragraph.

( 1 )<W 2015-12-18/17 , art. 7, 004; Inwerkingtreding : 08-01-2016>

Art.

48. The Bank shall promptly send, and in any case within two working days of receipt of the notification and of all information referred to in Article 46, as well as after any subsequent receipt of the information referred to in the third paragraph, a written acknowledgment of receipt. It shall indicate therein the date on which the assessment period expires. The Bank shall simultaneously inform the European Central Bank. The assessment period available to the European Central Bank to take the decision referred to in Article 48 shall not exceed sixty working days calculated from the date of the acknowledgment of receipt of the notification and of all documents required in accordance with the list referred to in Article 46, second paragraph. The Bank may, on its own initiative or when requested by the European Central Bank, during the assessment period, but not after the fiftieth working day thereof, request additional information necessary to complete the assessment. This request shall be made in writing and shall specify which additional information is needed. The Bank shall immediately communicate to the European Central Bank any additional information thus received. The assessment period shall be suspended from the date of the Bank's request for information until the receipt of a response thereto from the prospective acquirer. The suspension shall last for a maximum of twenty working days. Although the Bank remains free, after the expiry of the deadline fixed in accordance with the previous paragraph, to formulate additional requests for information for completion or clarification, if necessary at the request of the European Central Bank, these requests shall not result in a suspension of the assessment period. The Bank may extend the suspension referred to in the fourth paragraph to a maximum of thirty working days: a) if the prospective acquirer is established outside the European Economic Area or is subject to non-Community regulation; or b) if the prospective acquirer is a natural or legal person not subject to supervision pursuant to Directive 2013/36/EU, Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) or Directive 2014/65/EU.] 1

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( 1 )<KB 2014-04-25/08 , art. 392, 002; Inwerkingtreding : 04-11-2014> ( 2 )<W 2016-10-25/05 , art. 10, 009; Inwerkingtreding : 01-12-2016> ( 3 )<W 2021-07-11/08 , art. 28, 027; Inwerkingtreding : 23-07-2021> ( 4 )<W 2022-07-20/40 , art. 310, 031; Inwerkingtreding : 06-10-2022>

Art.

48 .[ 1 In assessing the notification and information referred to in Article 46, and the additional information referred to in Article 47, the Bank, with a view to ensuring sound and prudent management of the credit institution which is the target of the intended acquisition and taking into account the likely influence of the prospective acquirer on the credit institution, assesses the suitability of the prospective acquirer and the financial soundness of the intended acquisition against all the criteria referred to in Article 18, second paragraph. During the assessment period referred to in Article 47 and no later than 15 working days before the end of that period, the Bank shall send the European Central Bank a draft reasoned decision to oppose or not to oppose the intended acquisition. The opposition may only be based on well-founded grounds to assume, on the basis of the criteria of Article 18, second paragraph, that the prospective acquirer is not suitable to ensure sound and prudent management of the credit institution, or on the fact that the information provided by the prospective acquirer is incomplete. If the European Central Bank decides to oppose the intended acquisition following the Bank's proposal, it shall notify the prospective acquirer thereof in writing within two working days and without exceeding the assessment period. At the request of the prospective acquirer, a reasoned statement of the decision may be made publicly accessible. If the European Central Bank does not oppose the intended acquisition within the assessment period, it shall be deemed approved. The European Central Bank may set a maximum time limit for the completion of the intended acquisition and extend this time limit if necessary.] 1

( 1 )<KB 2014-04-25/08 , art. 393, 002; Inwerkingtreding : 04-11-2014>

Art.

49 .[ 1 For the purpose of carrying out the assessment referred to in Article 48, the Bank shall cooperate closely with any other competent authority involved or, as the case may be, consult with the FSMA, if the prospective acquirer is any of the following persons or institutions: a) a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an AICB manager or a management company for collective investment undertakings which has been granted a license under the law of another Member State, or, as the case may be, by the FSMA; b) the parent undertaking of any of the undertakings referred to in point a); c) a natural or legal person who exercises control over any of the undertakings referred to in point a). To this end, the Bank shall exchange with these authorities as soon as possible all information that is relevant or of essential importance for the assessment. In this regard, it shall provide all relevant information upon request and all essential information on its own initiative. In the cases referred to in the first paragraph, the Bank shall always indicate in its draft decision any opinions or observations of the competent authority responsible for the prospective acquirer or, as the case may be, of the FSMA. These opinions or observations shall also be included in the decision of the European Central Bank.] 1 [ 2 In the case referred to in Article 47, sixth paragraph, the Bank shall, insofar as necessary and insofar as it is another competent authority, ensure appropriate coordination with the consolidating supervisor designated in application of Article 17 and/or with the competent authority in the Member State where the financial holding company or mixed financial holding company is established.] 2

( 1 )<KB 2014-04-25/08 , art. 394, 002; Inwerkingtreding : 04-11-2014> ( 2 )<W 2021-07-11/08 , art. 29, 027; Inwerkingtreding : 23-07-2021>

Art.

50 . Any natural or legal person who has decided no longer to hold a direct or indirect qualified participation in a credit institution shall notify the Bank thereof in advance in writing, stating the amount of the intended participation. Such a person shall also notify the Bank of his decision to reduce the size of his qualified participation such that the percentage of voting rights or shares in the capital held by him falls below the threshold of 20%, 30% or 50% or that the credit institution ceases to be his subsidiary.

Art.

51 . If the prior notifications prescribed by Articles 46 or 50 are not made or if a participation is acquired or increased despite the opposition referred to in Article 48, the president of the [1 enterprise court] 1 of the judicial district where the credit institution has its registered office, ruling in summary proceedings, [2 take the measures referred to in Article 7:84, § 1 of the Code of Companies and Associations] 2 . The procedure shall be initiated by summons by the Bank. [ 2 Article 7:84, § 3 of the Code of Companies and Associations shall apply.] 2

( 1 )<W 2018-04-15/14 , art. 252, 021; Inwerkingtreding : 01-11-2018> ( 2 )<W 2021-06-27/09 , art. 148, 026; Inwerkingtreding : 19-07-2021>

Art.

52 . Without prejudice to [1 Articles 9 and 18] 1 and without prejudice to the Act of 2 May 2007 on the disclosure of major holdings, any natural or legal person acting alone or in concert who has acquired, directly or indirectly, a participation in a credit institution governed by Belgian law, or has increased his participation in a credit institution governed by Belgian law, directly or indirectly, such that the percentage of voting rights or shares in the capital reaches or exceeds the threshold of 5% of the voting rights or the capital without thereby acquiring a qualified participation, shall notify the Bank thereof in writing within a period of ten working days following the acquisition or increase of the participation. Any natural or legal person acting alone or in concert who no longer holds a direct or indirect participation of more than 5% of the voting rights or the capital in a credit institution, which was not a qualified participation, shall make the same notification within a period of ten working days. The notifications referred to in the first and second paragraphs shall state the exact identity of the acquirer or acquirers, the number of shares acquired or disposed of, and the percentage of voting rights and of the capital of the credit institution held after the acquisition or disposal, as well as the required information as specified in the list published by the Bank [1 in accordance with Article 46, second paragraph,] 1 on its website.

( 1 )<W 2015-12-18/17 , art. 8, 004; Inwerkingtreding : 08-01-2016>

Art.

53 .[ 1 Once they become aware thereof, credit institutions shall notify the Bank of acquisitions or disposals of their shares that result in an increase above or decrease below any of the thresholds referred to in Article 46. They shall also immediately communicate to the Bank all information of which they have knowledge and which may have an influence on the situation of their shareholders or partners with regard to the assessment criteria referred to in Article 18, second paragraph. This information obligation also applies to the persons referred to in Article 9. The Bank shall communicate this information to the European Central Bank. Under the same conditions, they shall communicate to the Bank [3 at least once] 3 per year the identity of the shareholders or partners acting alone or in concert who directly or indirectly hold a qualified participation in their capital, as well as which fraction of capital and how many voting rights they thus hold. [ 2 ...] 2 ] 1

( 1 )<KB 2014-04-25/08 , art. 395, 002; Inwerkingtreding : 04-11-2014> ( 2 )<W 2021-06-27/09 , art. 149, 026; Inwerkingtreding : 19-07-2021> ( 3 )<W 2022-07-20/40 , art. 311, 031; Inwerkingtreding : 06-10-2022>

Art.

53/1 . [ 1 The notification obligations referred to in Articles 46, 50, 52 and 53 also apply in the event that the percentage of voting rights or shares in the capital held reaches or exceeds the thresholds referred to in those provisions or, if necessary, falls below the aforementioned thresholds as a result of a situation involving a change in the level of a participation that does not result from an acquisition or transfer, in particular the existence of multiple voting rights or an acquisition of own shares by the credit institution. In the event that a threshold referred to in Article 46 is reached or exceeded as a result of the application of the first paragraph, the assessment referred to in Articles 47 to 49 shall apply, provided that the acquisition referred to in those provisions must in that case be understood as a change in the level of participation.] 1

( 1 )<Ingevoegd bij W 2021-06-27/09 , art. 150, 026; Inwerkingtreding : 19-07-2021>

Art.

54 .[ 1 If the supervisor has grounds to assume that the influence of a natural or legal person who directly or indirectly holds a qualified participation in a credit institution may hinder the sound and prudent management of that credit institution, he may, without prejudice to the other measures provided for in this Act: 1° suspend the exercise of the voting rights attached to the shares held by the shareholder or partner concerned; he may, at the request of any interested party, allow the measures he has ordered to be lifted; his decision shall be brought to the knowledge of the shareholder or partner concerned in the most suitable manner; his decision shall be enforceable once it has been brought to their knowledge; the supervisor may make his decision public; 2° summon the shareholder or partner concerned to transfer the shareholder rights in his possession within the period he determines. If they are not transferred within the set period, the supervisor may order the shareholder rights to be sequestered by the institution or the person he determines. The sequestration shall notify the credit institution, which shall amend the register of registered shares accordingly and accept the exercise of the rights attached thereto only on behalf of the sequestrator. The sequestration acts in the interest of sound and prudent management of the credit institution and in the interest of the holder of the sequestered shareholder rights. It exercises all rights attached to the shares. The amounts that the sequestrator collects as dividends or otherwise shall only be transferred to the aforementioned holder if he has complied with the summons referred to in the first paragraph, 2°. To subscribe to capital increases or other securities conferring or not conferring voting rights, to opt for dividend payment in shares of the company, to accept public takeover or exchange offers, and to pay up unpaid shares, the consent of the aforementioned holder is required. The shareholder rights acquired in the context of such transactions shall be automatically added to the aforementioned sequestration. [ 2 ...] 2 [ 2 The remuneration of the sequestrator shall be determined by the supervisor and paid by the aforementioned holder.] 2 The sequestrator may deduct this remuneration from the amounts deposited with him in his capacity as sequestrator or deposited by the aforementioned holder in anticipation of or after the execution of the transactions referred to above. If, after the expiry of the period fixed in accordance with the first paragraph, 2°, first sentence, voting rights were exercised by the original holder or by another person, other than the sequestrator, acting on behalf of that holder, despite the suspension of their exercise in accordance with the first paragraph, 1°, the [3 enterprise court] 3 of the judicial district where the company has its registered office may, at the request of the supervisor, declare all or part of the decisions of the general meeting null and void when the presence or majority quorum required for the said decisions would not have been reached, excluding the unlawfully exercised voting rights.] 1

( 1 )<KB 2014-04-25/08 , art. 396, 002; Inwerkingtreding : 04-11-2014> ( 2 )<W 2015-12-18/17 , art. 9, 004; Inwerkingtreding : 08-01-2016> ( 3 )<W 2018-04-15/14 , art. 252, 021; Inwerkingtreding : 01-11-2018>

HOOFDSTUK III.

• General operating conditions

Afdeling I.

• Minimum own funds

Art.

55 .[ 2 § 1.] 2 [ 1 Without prejudice to Articles 77 and 78 of Regulation No 575/2013, the own funds of credit institutions may not fall below the amount of the minimum capital fixed in accordance with Article 17, first and third paragraphs.] 1 [ 2 § 2. Any increase in the fixed part of the capital referred to in Article 17, paragraph 4 must be fully placed and paid up and established by authentic deed. Articles 7:179 and 7:195 of the Code of Companies and Associations shall apply mutatis mutandis. Articles 7:208, 7:209 and 7:210 of the said Code shall apply mutatis mutandis to any reduction of this fixed part, which is subject to the prior approval of the supervisor.] 2

( 1 )<W 2016-10-25/05 , art. 11, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2022-07-20/40 , art. 312, 031; Inwerkingtreding : 06-10-2022>

Afdeling II.

• Management and leadership

Onderafdeling I.

• Supervision and assessment by the statutory administrative body

Art.

56 .§ 1. The statutory administrative body periodically assesses, at least once a year, the effectiveness of the organizational structure referred to in Article 21 of the institution [1 , including the specific organizational structure referred to in Subsection V of Section VI of Chapter II of Title I [2 and in Articles 64 to 66] 2 ,] 1 and its compliance with the legal and regulatory provisions. It ensures that the management committee takes the necessary measures to address any shortcomings. [ 2 Thus, the statutory administrative body periodically monitors and assesses the adequacy and implementation of the institution's strategic objectives in providing and carrying out investment services and activities and ancillary services, the sale of structured deposits and the provision of advice in connection with such products, and the adequacy of the policies for providing services to clients, and takes appropriate steps to address any shortcomings. The members of the statutory administrative body have appropriate access to all information and documents necessary to carry out the tasks with which they are charged in application of the provisions of this Act, its implementing regulations and directly applicable European legislation.] 2 § 2. The statutory administrative body effectively supervises the management committee and is responsible for supervising the decisions taken by the management committee and by the effective management of the institution. § 3. The statutory administrative body assesses in particular the proper functioning of the independent control functions referred to in Article 35. [ 2 It also ensures that the institution allocates sufficient personnel and financial resources to the permanent training of the members of the statutory administrative body.] 2 § 4. In the annual report of the statutory administrative body, the individual and collective expertise of the members of the committees referred to in Articles 27 to 31 is justified. § 5. The statutory administrative body lays down the general principles of the remuneration policy and assesses them regularly, at least once a year, and is responsible for supervising their implementation. For that assessment [3 it calls upon] 3 the independent control functions. § 6. The statutory administrative body ensures that the governance memorandum referred to in Article 21, § 3, is updated and that the updated governance memorandum is submitted to the supervisor.

( 1 )<W 2015-12-18/17 , art. 10, 004; Inwerkingtreding : 08-01-2016> ( 2 )<W 2017-11-21/08 , art. 164, 014; Inwerkingtreding : 03-01-2018> ( 3 )<W 2022-07-20/40 , art. 313, 031; Inwerkingtreding : 06-10-2022>

Art.

57 .§ 1. In the context of its tasks as referred to in Article 23, the statutory administrative body establishes the risk tolerance of the credit institution for all its activities. In this regard, the statutory administrative body approves and regularly reviews the strategies and policies for incurring, managing, monitoring and limiting the risks to which the credit institution is or may be exposed, including the risks arising from the macro-economic context in which the credit institution operates and those related to the state of the economic cycle. The risk tolerance of the institution for all relevant activities shall be communicated to the supervisor, who shall be kept informed of changes in this regard. § 2. The statutory administrative body devotes a significant part of its activities to supervising the management of all significant risks, in particular those falling under Regulation No 575/2013, to the valuation of assets and the use of external ratings and internal models related to these risks, and ensures that sufficient resources are allocated to these aspects. § 3. [ 1 ...] 1 § 4. In establishing its risk management policy, the statutory administrative body sets the criteria determining whether the credit and counterparty risk arising from transactions should be considered significant, thereby requiring explicit notification of these transactions and of important decisions in this regard, within a period that enables the statutory administrative body to oppose them if necessary. § 5. The statutory administrative body approves the liquidity recovery plan as referred to in Article 8, § 8 of Annex I to this Act and ensures that the internal policies and procedures of the institution are adapted accordingly.

( 1 )<W 2022-07-20/40 , art. 314, 031; Inwerkingtreding : 06-10-2022>

Art.

58 .§ 1. The statutory administrative body oversees the integrity of the accounting and financial reporting systems, including the arrangements for operational and financial control. It assesses the operation of internal control at least once a year and ensures that this control provides a reasonable degree of assurance as to the reliability of the financial reporting process, so that the annual accounts and financial information [1 are in compliance] 1 with the applicable accounting regulations. § 2. The statutory administrative body supervises the procedure for disclosing and communicating data required by or pursuant to this Act or Regulation No 575/2013.

( 1 )<W 2022-07-20/40 , art. 315, 031; Inwerkingtreding : 06-10-2022>

Onderafdeling II.

• Measures to be taken by the management committee

Art.

§ 1. Without prejudice to the powers of the statutory administrative body, the management committee, under the supervision of the statutory administrative body, takes the necessary measures for the compliance and implementation of the provisions of Article 21, including the specific organizational arrangement referred to in Subsection V of Section VI of Chapter II of Title I, and in Articles 64 to 66, as well as, for credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, the specific organizational arrangement referred to in Articles 65, § 3, second paragraph, 65/1 and 74/1.

§ 2. The management committee reports [...] to the statutory administrative body, the statutory auditor and the supervisor, on the assessment of the effectiveness of the organizational arrangement referred to in Article 21 [including the specific organizational arrangement referred to in Subsection V of Section VI of Chapter II of Title I and in Articles 64 to 66] and on the measures taken, if any, to address any shortcomings. The report justifies why these measures comply with statutory and regulatory provisions.

For credit institutions subject to the direct supervision of the European Central Bank under Articles 6(4) and (5)(b) of the SSM Regulation, reporting takes place at least once a year. For other credit institutions, reporting takes place at least every two years. In the year in which no full reporting takes place as referred to in the first paragraph of this section, a concise summary must still be reported, the minimum content of which is determined in the guidelines established by the supervisor.

§ 3. Without prejudice to its other tasks, the management committee ensures in particular that the remuneration policy established by the statutory administrative body is correctly implemented.

§ 4. The management committee also takes the necessary measures to ensure that the credit institution controls the risks referred to in Articles 1 to 9 of Annex I to this Act.

§ 5. For the application of Article 57, the management committee and the persons responsible for the effective management share appropriate information with the statutory administrative body on all significant risks and on all policies regarding the management and control of the significant risks of the institution and the changes thereto.

---

(1) <Act of 18 December 2015, art. 11, 004; Entry into force: 08-01-2016> (2) <Act of 21 November 2017, art. 165, 014; Entry into force: 03-01-2018> (3) <Act of 2 May 2019, art. 28, 019; Entry into force: 31-05-2019> (4) <Act of 11 July 2021, art. 30, 2° and 4°, 027; Entry into force: 23-07-2021> (5) <Act of 11 July 2021, art. 30, 1°, 027; Entry into force: 06-10-2022> (6) <Act of 20 July 2022, art. 316, 031; Entry into force: 06-10-2022>

Art. 59/1. § 1. When a member of the management committee has a direct or indirect pecuniary interest that is incompatible with the interest of the credit institution in the context of a decision or transaction that falls within the competence of the management committee, the member concerned must notify the other members before the management committee takes a decision. His declaration and explanation regarding the nature of this conflicting interest are included in the minutes of the meeting of the management committee that is to take the decision. The management committee may not delegate this decision. The management committee describes in the minutes the nature of the decision or transaction referred to in the first paragraph and its pecuniary consequences for the credit institution and justifies the decision taken, and sends a copy of these minutes to the board of directors during its next meeting. In the annual report referred to in Article 3:5 of the Code of Companies and Associations, this part of the minutes is included in its entirety. The minutes of the meeting of the management committee are communicated to the statutory auditor. In the report referred to in Article 3:74 of the Code of Companies and Associations, the statutory auditor assesses, in a separate section, the pecuniary consequences for the credit institution of the decisions of the management committee, as described by him, for which a conflicting interest as referred to in the first paragraph exists. The member with a conflict of interest as referred to in the first paragraph may not participate in the deliberations of the management committee regarding these transactions or decisions, nor in the vote in that regard. When all members have a conflict of interest, the decision or transaction is submitted to the board of directors; if the board of directors approves the decision or transaction, the management committee may execute it.

§ 2. Without prejudice to the right of the persons referred to in Articles 2:44 and 2:46 of the Code of Companies and Associations to request the nullity or suspension of the decision of the management committee, the credit institution may request the nullity of decisions or transactions that took place in violation of the rules determined in this article, if the counterparty to those decisions or transactions was aware or should have been aware of that violation.

§ 3. Section 1 is not applicable when the decisions or transactions that fall within the competence of the management committee relate to decisions or transactions concluded between companies, including the credit institution, of which one directly or indirectly owns at least 95% of the votes attached to all the securities issued by the other, or between companies, including the credit institution, of which at least 95% of the votes attached to all the securities issued by each of them are owned by another company. Furthermore, Section 1 is not applicable when the decisions of the management committee relate to usual transactions that take place under the conditions and against the securities that are customary in the market for similar transactions.

---

(1) <Inserted by Act of 27 June 2021, art. 143, 026; Entry into force: 19-07-2021> (2) <Act of 20 July 2022, art. 317, 031; Entry into force: 06-10-2022>

Subsection III.

• Appointments, dismissals and exercise of external functions

Art. 60. § 1. Credit institutions notify the supervisor in advance of the proposal for the appointment of the members of the statutory administrative body and of the members of the management committee or, in the absence of a management committee, of the persons responsible for the effective management, as well as of the persons responsible for the independent control functions.

In the context of the information provision required under the first paragraph, credit institutions share with the supervisor all documents and information that enable him to assess whether:

• the persons whose appointment is proposed possess, in accordance with Article 19, the professional reliability and appropriate expertise required for the exercise of their function;
• the profile of the persons concerned is such that the requirement of collective competence of Article 26/1 is met;
• the proposed appointments are consistent with the policy and objective established by the appointments committee in accordance with Article 31, § 2, 1°, particularly regarding the representation of persons of different genders.

The first paragraph also applies to the proposal for the renewal of the appointment of the persons referred to in the first paragraph, as well as to the non-renewal of their appointment, their removal or their dismissal.

§ 2. The appointment of the persons referred to in Section 1 is submitted in advance for approval to the supervisor. The approval of the supervisor is granted only if the appointment concerned ensures that the person concerned meets the requirements of Article 19 and the credit institution meets those of Article 26/1. In granting approval, account is also taken of the extent to which the policy and objective established by the appointments committee in accordance with Article 31, § 2, 1°, are followed, particularly regarding the representation of persons of different genders.

When it concerns the appointment of a person who is proposed for the first time for a function as referred to in Section 1 at an undertaking that is under the supervision of the supervisor pursuant to Article 36/2 of the Act of 22 February 1998 or the SSM Regulation, the National Bank first consults the FSMA. The FSMA communicates its advice to the National Bank within a period of one week after receipt of the request for advice.

§ 3. Credit institutions inform the supervisor of any division of tasks between the members of the statutory administrative body, between the members of the management committee or, in the absence of a management committee, between the persons responsible for the effective management. Significant changes in the division of tasks as referred to in the first paragraph give rise to the application of Sections 1 and 2.

§ 4. In addition to what is provided in Section 1, credit institutions and the persons referred to in Section 1 notify the supervisor without delay of any fact or element that implies a change in the information provided at the time of appointment and that may influence the professional reliability or appropriate expertise required for the exercise of the function concerned. Pursuant to Articles 45, 134 and 135, the supervisor may, when he becomes aware of such a fact or element in the context of the execution of his supervisory task, whether or not obtained pursuant to the first paragraph, reassess compliance with the requirements referred to in Article 19, § 1, second paragraph.

---

(1) <Act of 5 December 2017, art. 33, 015; Entry into force: 28-12-2017> (2) <Act of 20 December 2023, art. 38, 033; Entry into force: 25-01-2024>

Art. 61. § 1. The persons responsible for the independent control functions referred to in Article 35 devote the necessary time to the exercise of their functions in the institution. The internal rules referred to in Article 62, § 3 must ensure that an external function exercised by a person referred to in the first paragraph cannot impair the availability required for the exercise of his independent control function and must prevent conflicts of interest from arising with the exercise of that function.

§ 2. The persons responsible for the independent control functions referred to in Article 35 may not be removed from their function without the prior approval of the statutory administrative body. The credit institution notifies the supervisor in advance of this.

---

(1) <Act of 27 June 2021, art. 151, 026; Entry into force: 19-07-2021>

Art. 62. § 1. The members of the statutory administrative body and the members of the management committee and, in the absence of a management committee, the persons responsible for the effective management, devote the necessary time to the exercise of their functions in the institution.

§ 2. Without prejudice to Section 1 and Article 21, the members of the bodies of the credit institution and all persons who, under whatever name or capacity, participate in the management or policy of the institution, whether or not on behalf of the credit institution, may, under the conditions and within the limits established in this article, hold mandates as director or manager in or participate in the management or policy of a company, an undertaking with another Belgian or foreign legal form, or a Belgian or foreign public institution with industrial, commercial or financial activities, or an association.

§ 3. The external functions referred to in Section 2 are governed by the internal rules that the credit institution must introduce and comply with in order to: 1° avoid that persons who participate in the effective management of the credit institution would no longer be sufficiently available to exercise effective management due to the exercise of those functions; 2° prevent conflicts of interest from arising at the credit institution as well as risks associated with the exercise of those functions, including in the field of insider transactions; 3° ensure appropriate disclosure of those functions.

The National Bank determines by regulation established in accordance with Article 12bis, § 2 of the Act of 22 February 1998 how those obligations are implemented.

§ 4. The mandataries of a company who are appointed on the proposal of the credit institution must be members of the management committee of the credit institution, or persons designated by the management committee.

§ 5. The members of the statutory administrative body who are not members of the management committee of the credit institution may not exercise a mandate in a company in which the institution holds a participation, unless they do not participate in the daily management of that company. When the credit institution is significant within the meaning of Article 3, 30°, the external functions referred to in Section 2 are, without prejudice to Sections 1 and 3, additionally limited, unless the mandate in the credit institution is exercised on behalf of a Member State, to the following number of mandates:

• either three mandates that may not imply participation in the daily management; or
• one mandate that implies participation in the daily management and one mandate that may not imply participation in the daily management.

§ 6. The members of the management committee, or, in the absence of a management committee, the persons who participate in the effective management of the credit institution, may not exercise a mandate that implies participation in the daily management, except in a company as referred to in Article 89, paragraph 1 of Regulation No. 575/2013, with which the credit institution has close links, in a collective investment undertaking governed by statutes within the meaning of the Act of 3 August 2012 concerning collective investment undertakings that meet the conditions of Directive 2009/65/EC and in debt investment undertakings or in a collective investment undertaking governed by statutes within the meaning of the Act of 19 April 2014 concerning alternative investment funds and their managers, or in a holding company in which they or persons connected with them hold a significant interest. When the credit institution is significant within the meaning of Article 3, 30°, the external functions referred to in Section 2 are, without prejudice to Sections 1 and 3, additionally limited to two mandates that may not imply participation in the daily management, unless the mandate in the credit institution is exercised on behalf of a Member State.

§ 7. In individual cases, the supervisor may grant a derogation for the maximum number of mandates provided for in Section 5, second sentence, and Section 6, second sentence, by allowing an additional mandate to be exercised that does not imply participation in the daily management. The supervisor regularly informs the European Banking Authority of the use he makes of this derogation power.

§ 8. Credit institutions notify the supervisor without delay of the functions exercised outside the credit institution by the persons referred to in Section 2, for the purpose of supervising compliance with the provisions of this article.

§ 9. For the application of Section 5, second sentence, and Section 6, second sentence, the exercise of several mandates, whether or not implying participation in the daily management, in undertakings that are part of the group to which the credit institution belongs or of another group, is considered as a single mandate. For the application of this article, "group" means a body of undertakings formed by a parent undertaking, its subsidiary undertakings, the undertakings in which the parent undertaking or its subsidiary undertakings hold a participation directly or indirectly within the meaning of Article 3, 26° of this Act, as well as the undertakings with which a consortium is formed and the undertakings that are controlled by or hold a participation in the latter undertakings within the meaning of Article 3, 26° of this Act.

---

(1) <Act of 18 December 2015, art. 12, 004; Entry into force: 08-01-2016> (2) <Act of 25 October 2016, art. 12, 009; Entry into force: 01-12-2016> (3) <Act of 27 June 2021, art. 152, 026; Entry into force: 19-07-2021> (4) <Act of 20 July 2022, art. 318, 031; Entry into force: 06-10-2022>

Art. 62/1. The members of the statutory administrative body and the members of the management committee may not exercise an employment function in the credit institution or in a company in which the credit institution holds a participation. The supervisor may grant a derogation on a case-by-case basis from the obligation referred to in the first paragraph for a credit institution when it intends to appoint persons to its statutory administrative body who are employees and employee representatives in branches established in a Member State where the participation of employee representatives in the supervisory body is legally anchored, or in entities in which the credit institution holds a participation, due to its international dimension or because it is part of a group to which entities belong that are subject to another legal system in which the participation of employee representatives in the supervisory body is legally anchored, if this derogation does not, in the opinion of the supervisor, impair the appropriateness of the governance system of the credit institution, and in particular not the adequacy of the supervision of effective management. The supervisor may attach conditions to a derogation granted under this paragraph to ensure the appropriateness of the governance of the institution.

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(1) <Inserted by Act of 27 June 2021, art. 153, 026; Entry into force: 19-07-2021>

Section III.

• Risk Management

Subsection I.

• Treatment of risks

Art. 63. Every credit institution ensures that its risks are controlled in accordance with the provisions of Annex I to this Act.

Subsection II.

• Management of risks related to the provision of investment services

Art. 64. Every credit institution keeps records of all investment services and activities provided or performed by it and of all transactions executed by it to enable the supervisor and the FSMA to verify, each on their part, whether the institution complies with the provisions of this Act or the provisions taken for its implementation, with Regulation No. 600/2014 and Regulation 2017/565, as well as with the statutory and regulatory provisions for which the FSMA must supervise compliance, and in particular whether the institution complies with its obligations towards its clients or potential clients and regarding market integrity. The keeping of records includes the recording of telephone conversations or electronic communications that relate at least to transactions concluded for own account trading and the provision of services concerning the reception, transmission and execution of client orders. To that end, every credit institution takes all reasonable measures for the recording of the aforementioned conversations and electronic communications that have been established with, sent from or received by equipment made available by the credit institution to an employee or subcontractor or the use of which is permitted by it. Clients may place their orders through other channels; however, these communications must be made using durable media, such as letters, faxes, e-mails, or documentation regarding orders placed by the clients concerned during meetings. In particular, the content of direct conversations with a client may be recorded by means of minutes or a note. Orders placed in this manner are equated with orders received by telephone. Every credit institution takes all reasonable measures to prevent an employee or subcontractor from establishing, sending or receiving the aforementioned telephone conversations and electronic communications on private equipment on which the institution cannot record or copy data. The recordings referred to in this article are kept for five years and, if the supervisor so requests, for up to seven years.

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(1) <Act of 21 November 2017, art. 166, 014; Entry into force: 03-01-2018>

Art.

§ 1. A credit institution may, in any manner [use] 3 financial instruments belonging to a client provided that the client has previously given explicit consent for this. The client's financial instruments may only be used under the conditions to which the client has agreed.] 1

[ 1 § 2. The King may, after advice from the Bank and the FSMA, establish the conditions and rules to which deposits of financial instruments made by clients at credit institutions must comply, as well as the conditions and rules for the transactions that credit institutions may carry out with regard to these financial instruments, particularly concerning the consent referred to in paragraph 1. The King may in particular establish detailed rules for granting the consent referred to in paragraph 1. Furthermore, the King may also develop rules for the organization, protection of, and information provision to clients regarding the receipt of these financial instruments by credit institutions and their deposit with other intermediaries.] 1

[ 1 § 3.] 1 When a credit institution holds financial instruments belonging to its clientele, it takes appropriate measures to safeguard the rights of its clientele [ 3 , particularly when liquidation proceedings have been opened against it] 3 . [ 1 It also takes appropriate measures to ensure that paragraphs 1 and 2 are complied with] 1 .

[ 2 When a credit institution as referred to in Article 1, § 3, first paragraph, 2°, holds funds belonging to a client, it takes appropriate measures to safeguard the rights of its clientele and to prevent the funds belonging to the client from being used for its own account.] 2

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( 1 )<W 2016-10-25/05, art. 13, 009; Entry into force: 01-12-2016> ( 2 )<W 2021-07-11/08, art. 31, 027; Entry into force: 06-10-2022> ( 3 )<W 2022-07-20/40, art. 320, 031; Entry into force: 06-10-2022>

Art.

65/1 .[ 1 § 1. Credit institutions must keep all data and accounts necessary to enable them at any time to immediately distinguish the funds held for a client from the funds held for other clients, and from their own funds. These data and accounts must be kept in such a way that they are always accurate and in particular reflect the financial instruments and funds held for clients.

§ 2. Credit institutions must periodically check whether their internal accounts and data correspond with those of any third-party intermediaries holding these funds.

§ 3. The King may, after advice from the Bank, establish the conditions and detailed rules for the requirements referred to in paragraphs 1 and 2, as well as, more generally, requirements regarding the accounting organization and accounting rules for the deposit of financial instruments at credit institutions.] 1

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( 1 )<W 2022-07-20/40, art. 321, 031; Entry into force: 06-10-2022>

Art.

65/2 .[ 1 § 1. Every credit institution that develops financial instruments for sale to clients ensures the maintenance, operation, and testing of a process for the approval of each financial instrument and significant modifications of existing financial instruments before they are placed on the market or circulated among clients. As part of this approval process, an identified target group of end-clients within the relevant category of clients is specified for each financial instrument, and it is ensured that all relevant risks for such a target group have been evaluated and that the planned distribution strategy is aligned with that target group.

[ 2 Credit institutions are exempt from the requirements referred to in the first and second paragraphs if the investment service they provide relates to bonds without any embedded derivatives other than a make-whole clause, or if the financial instruments are traded or distributed exclusively to eligible counterparties as defined in implementation of Article 26, eighth paragraph, of the Law of 2 August 2002.] 2

§ 2. Every credit institution that offers or recommends financial instruments that it has not itself developed makes the necessary arrangements to obtain from their developers all useful information about those financial instruments and about the approval procedure for them, and to identify and understand the characteristics of the target group for those financial instruments. The processes and arrangements referred to in this article do not derogate from the Law of 2 August 2002 and Regulation No. 600/2014, including the conduct rules referred to in Article 2, 46°, of the Law of 25 October 2016.

§ 3. The King may, after advice from the Bank and the FSMA, establish rules for the implementation of the organizational rules referred to in this article, in particular to comply with the provisions of Articles 9 and 10 of Delegated Directive (EU) 2017/593 of the Commission of 7 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to the safeguarding of financial instruments and client funds, product governance obligations, and the rules applicable to paying or receiving fees, commissions, and monetary or non-monetary benefits.] 1

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( 1 )<Inserted by W 2017-11-21/08, art. 167, 014; Entry into force: 03-01-2018> ( 2 )<W 2022-02-23/09, art. 38, 028; Entry into force: 28-02-2022>

Art.

65/3 . [ 1 The King may, after advice from the FSMA and the Bank, establish the specific organizational requirements applicable to credit institutions that, in the context of their investment activities and/or services: 1° engage in algorithmic trading, also in execution of a market-making strategy; 2° provide direct electronic access to a trading platform; and/or 3° act as a clearing member as described in Article 2, point 14, of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories. Supervision of compliance with the obligations established on the basis of the first paragraph, 1°, falls within the competence of the FSMA, without prejudice to the prerogatives of the supervisor in case of non-compliance with the obligations of Article 21. For the exercise of that competence, the FSMA has the prerogatives referred to in Articles 34, 35, §§ 1 and 2, 36, 36bis and 37 of the Law of 2 August 2002.] 1

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( 1 )<Inserted by W 2017-11-21/08, art. 168, 014; Entry into force: 03-01-2018>

Section IV.

• Outsourcing

Art.

66 . When a credit institution outsources operational tasks that are critical for continuous and satisfactory service provision, particularly regarding investment services and activities, it takes appropriate measures to limit the operational risk associated with this. The outsourcing referred to in the first paragraph must not materially impair the appropriateness of the institution's internal control procedures or the supervisor's ability to verify whether the institution complies with its legal and regulatory obligations. The Bank publishes, on the advice of the FSMA, a policy statement setting out the policy it follows regarding outsourcing of wealth management services to non-professional clients.

Section V.

• Remuneration Policy and its Implementation

Subsection I.

• Principles

Art.

67 .[ 1 The remuneration policy established in accordance with Article 56, § 5 and Article 41, § 1, 1°, aligns with the business strategy, objectives, values, and long-term interests of the institution, and includes measures to avoid conflicts of interest. The remuneration policy must be gender-neutral. In drawing up and applying their remuneration policy, institutions comply with the requirements of Annex II in a manner consistent with the size and internal organization of the institution and with the nature, scope, and complexity of its activities. The remuneration policy applies to categories of staff whose professional activities have a material impact on the risk profile of the institution. For the application of the second paragraph, categories of staff whose professional activities have a material impact on the risk profile of the institution include at least: 1° all members of the statutory governing body and senior management; 2° staff with managerial responsibility for the control functions or essential business units of the institution; 3° staff who were entitled to significant remuneration in the previous financial year, provided the following conditions are met: a) the staff member's remuneration is equal to or higher than 500,000 euros and equal to or higher than the average remuneration granted to members of the statutory governing body and senior management of the institution, as referred to in 1°; b) the staff member performs professional activities in an essential business unit and the activities are such that they have a significant impact on the risk profile of the relevant business unit.] 1

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( 1 )<W 2021-07-11/08, art. 33, 027; Entry into force: 23-07-2021>

Art.

68 . The remuneration policy applies to all remuneration, including variable remuneration and discretionary pension benefits, of the persons referred to in Article 67, second paragraph, and makes, in accordance with the provisions of Annex II, a clear distinction to determine the criteria for establishing:

• the fixed base remuneration, which should primarily reflect relevant professional experience and organizational responsibilities, as set out in the job description forming part of the employment conditions, and
• the variable remuneration, which depends on performance criteria, should reflect a sustainable and risk-adjusted return, as well as extra performance delivered beyond the performance described in the job description forming part of the employment conditions.

Art.

69 . Annex II of this Act sets out the criteria, rules, and obligations to which the remuneration policy of credit institutions and its implementation must comply, in particular the conditions for the establishment and payment of variable remuneration.

Art.

70 . The remuneration practices regarding the persons referred to in Article 67, second paragraph, align with the remuneration policy established by the institution and comply with the obligations of Annex II. These remuneration practices are regularly assessed to verify whether the provisions of Annex II are complied with at all times, taking into account the development of the institution's situation.

Subsection II.

• Credit Institutions that have Received Exceptional State Aid

Art.

71 . Credit institutions that have received exceptional state aid adapt their remuneration policy and practices in accordance with the requirements of Annex II.

Section VI. [ 1

• Transactions of credit institutions as referred to in Article 1, § 3, first paragraph, 1°, that are restricted or prohibited and payments that may be declared void.] 1

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( 1 )<W 2021-07-11/08, art. 34, 027; Entry into force: 23-07-2021>

Subsection I. [ 1

• Transactions with group entities, leaders, and connected persons] 1

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( 1 )<W 2019-05-02/25, art. 29, 019; Entry into force: 31-05-2019>

Art.

72 .[ 1 § 1. [ 4 credit institutions as referred to in Article 1, § 3, first paragraph, 1°] 4 may not directly or indirectly conclude agreements or carry out transactions, in particular loans, credits, or guarantees, in any manner or form, in particular their execution on current account, with: 1° the members of their statutory governing body and the members of their management committee or, in the absence of a management committee, the persons responsible for effective management, as well as the effective leaders of their branches; 2° the persons referred to in Article 9, first paragraph, as well as the members of their various bodies and the persons participating in their effective management; 3° the enterprises or institutions over which the [ 4 credit institution as referred to in Article 1, § 3, first paragraph, 1°,] 4 or its parent company exercises control; 4° [ 3 the enterprises or institutions in which the persons referred to in 1° and 5° hold a qualifying participation, can exercise significant influence, or hold a function as referred to in 1°;] 3 5° the persons connected with the persons referred to in 1°, under market conditions or, where applicable, based on the research procedures and under the conditions, up to the amounts and with the guarantees that apply to their clientele. Of the loans, credits, or guarantees referred to in the first paragraph, concluded in any manner or form, explicit notice must be given within a timeframe that enables the statutory governing body to object to them. Regardless of the body that must decide, members who have a direct or indirect personal or functional interest may not participate in the deliberations of the statutory governing body regarding these transactions, nor in the vote on this matter. These loans, credits, and guarantees, concluded in any manner or form, with the exception of those concluded with enterprises or institutions over which the [ 4 credit institution as referred to in Article 1, § 3, first paragraph, 1°,] 4 or its parent company exercises control, [ 3 are properly documented and brought to the attention] 3 of the supervisor according to the frequency and rules he determines. When these transactions are not concluded under normal market conditions or under the conditions that apply to their clientele, the supervisor may require that the agreed conditions be adjusted on the date when these transactions took effect. If not, the members of the statutory governing body who made the decision are jointly and severally liable to the institution for the difference. The notifications to the statutory governing body and the supervisor referred to in the second paragraph need not take place when the total of loans, credits, or guarantees, concluded in any manner or form, with a specific person, enterprise, or institution does not exceed [ 3 500,000 euros] 3 . The notifications to the statutory governing body referred to in the second paragraph of loans, credits, or guarantees, concluded in any manner or form, to enterprises or institutions over which the [ 4 credit institution as referred to in Article 1, § 3, first paragraph, 1°,] 4 or its parent company exercises control need not take place either if these loans, credits, or guarantees, concluded in any manner or form, fall within the limits of a framework agreement that has been the subject of a notification referred to in the second paragraph.

§ 2. The provisions contained in § 1 do not derogate from the rules that apply in this regard based on the [ 2 Code of Companies and Associations] 2 .] 1

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( 1 )<W 2019-05-02/25, art. 30, 019; Entry into force: 31-05-2019> ( 2 )<W 2021-06-27/09, art. 154, 026; Entry into force: 19-07-2021> ( 3 )<W 2021-07-11/08, art. 35, 027; Entry into force: 23-07-2021> ( 4 )<W 2021-07-11/08, art. 36, 027; Entry into force: 06-10-2022>

Art.

72/1 .[ 1 In derogation from the provisions of the [ 2 Code of Companies and Associations] 2 and notwithstanding Article 72, no loans, credits, or guarantees, concluded in any manner or form, may be granted directly or indirectly to persons to enable them to subscribe directly or indirectly to shares or other securities entitling them to dividends of the [ 3 credit institution as referred to in Article 1, § 3, first paragraph, 1°,] 3 or of a company with which there is a close link or which entitle them to acquire such securities, or to acquire such shares or other securities.] 1

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( 1 )<Inserted by W 2019-05-02/25, art. 31, 019; Entry into force: 31-05-2019> ( 2 )<W 2021-06-27/09, art. 154, 026; Entry into force: 19-07-2021> ( 3 )<W 2021-07-11/08, art. 36, 027; Entry into force: 06-10-2022>

Art.

73 . In the event of the bankruptcy of a [ 2 credit institution as referred to in Article 1, § 3, first paragraph, 1°,] 2 all payments that this institution has made to the members of its statutory governing body in the form of bonuses or other profit participations, either in cash or otherwise, are void and without effect with regard to the estate, during the two years preceding the time established by [ 1 the insolvency court] 1 as the moment when it ceased its payments. The first paragraph does not apply when [ 1 the insolvency court] 1 acknowledges that no obviously gross fault committed by these persons contributed to the bankruptcy.

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( 1 )<W 2019-05-02/25, art. 32, 019; Entry into force: 31-05-2019> ( 2 )<W 2021-07-11/08, art. 36, 027; Entry into force: 06-10-2022>

Subsection II.

• Use of Funds and Values

Art.

74 . Credit institutions may not use the funds and assets at their disposal to directly or indirectly influence public opinion for their own benefit. This prohibition does not apply to openly conducted commercial advertising.

Section VI/1. [ 1

• Transactions of credit institutions as referred to in Article 1, § 3, first paragraph, 2°, that are restricted or prohibited and payments that may be declared void and holding of client funds.] 1

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( 1 )<Inserted by W 2021-07-11/08, art. 37, 027; Entry into force: 06-10-2022>

Art.

74/1 § 1. Credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, may not receive money deposits from their clients, with the exception of sight deposits and renewable term deposits for a maximum of three months, which are intended for the acquisition of financial instruments, for investment in structured deposits, or for repayments. The duration of renewed term deposits may not exceed one year, unless a longer duration is necessary for the relevant deposits in the context of an asset management agreement concluded with the client.

§ 2. The deposits referred to in paragraph 1 must be placed with one or more entities that have the status of: 1° central bank; 2° credit institution within the meaning of Article 1, § 3, first paragraph, 1°, which falls under the jurisdiction of another Member State; 3° credit institution within the meaning of Article 1, § 3, first paragraph, 1°, which falls under the jurisdiction of a third country; 4° recognized money market fund.

The obligation referred to in the first paragraph does not apply to immediately callable funds, nor to funds callable within a maximum period of three working days, nor to funds provided to cover client liabilities.

The entities referred to in the first paragraph may not assert rights based on their own claims against the credit institution within the meaning of Article 1, § 3, first paragraph, 2°, which opened this account, on the funds placed on a joint or individualized client account. Attachment by the creditors of the credit institution within the meaning of Article 1, § 3, first paragraph, 2°, on these accounts and their balance is also not permitted.

§ 3. [In the event of liquidation proceedings opened against a credit institution within the meaning of Article 1, § 3, first paragraph, 2°, or the winding-up of that credit institution under the Code of Companies and Associations, the funds placed in application of paragraph 2 on a joint client account or on an individualized account that allows the identification of individual clients, with the exception of the funds that could be reclaimed by their titulars, shall be used with a special privilege for the repayment of the funds referred to in paragraph 1, excluding the funds referred to in paragraph 2, second paragraph.

In derogation of Articles XX.155, § 1, XX.156, first and second paragraphs, and XX.165 of the Code of Economic Law, the recovery of the funds in application of the first paragraph does not require an individual declaration of claim by the clients who are the titulars thereof. The liquidator or the liquidating trustee informs the relevant clients in writing of the amount of the funds to which they are entitled, possibly reduced by the amount of the costs associated with the allocation of the subject matter of the special privilege, and invites them to notify him, by means of a pre-drafted form that forms an appendix to his letter or is accessible via an electronic platform for information sharing made available by the liquidator or the liquidating trustee, of the necessary information that will allow him to proceed with the repayment of this amount in the context of the winding-up process in accordance with the applicable provisions of Book XX of the Code of Economic Law or, if applicable, the settlement of the winding-up in accordance with the applicable provisions of Book 2, Title 8, of the Code of Companies and Associations. In the absence of notification to the liquidator or the liquidating trustee of the aforementioned form or an equivalent request according to the modalities provided by the liquidator or the liquidating trustee within a period of six months from his letter to the relevant clients, these clients lose the benefit of the privilege referred to in the first paragraph as well as the right to demand withdrawal of their claim.]

§ 4. The King may, after advice from the Bank and the FSMA, establish the conditions and modalities to which the deposits placed by clients with credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, must comply, as well as the conditions and modalities for the investments that credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, may make with these funds, in particular the risk concentration limits regarding the investment of these funds. These conditions and modalities also relate to the rules concerning organization, protection of, and information provision to clients regarding the receipt of these funds by the credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, and their investment with third parties.

To safeguard client funds, the King may, after advice from the Bank and the FSMA, in exceptional circumstances, impose organizational requirements in addition to the requirements of Articles 65 and 65/1 and of this article. These requirements must be objectively justified and proportionate in order to address specific risks for the protection of the investor or for the integrity of the market that are of particular importance in the circumstances specific to the Belgian market structure. If this power is used, the European Commission shall be informed thereof in accordance with Article 16, paragraph 11, of Directive 2014/65/EU.]

1

( 1 )<Inserted by Law 2021-07-11/08, art. 38, 027; Entry into force: 06-10-2022> ( 2 )<Law 2023-12-20/08, art. 39, 033; Entry into force: 25-01-2024>

Art.

74/2 . [Credit institutions within the meaning of Article 1, § 3, first paragraph, 2° may not directly or indirectly grant loans or credits, with the exception of: 1° loans and credits within the meaning of Article 2, 2°, 2 of the Law of 25 October 2016; 2° advances to undertakings in which the credit institution within the meaning of Article 1, § 3, first paragraph, 2°, holds a participation, as a reinvestment of its own equity; 3° borrowing of financial instruments; 4° loans to stock exchange companies and companies managing regulated markets, provided that they are partners or members thereof.]

1

( 1 )<Inserted by Law 2021-07-11/08, art. 39, 027; Entry into force: 06-10-2022>

Art.

74/3 . [Articles 72, 72/1 and 73 apply to credit institutions within the meaning of Article 1, § 3, first paragraph, 2°.]

1

( 1 )<Inserted by Law 2021-07-11/08, art. 40, 027; Entry into force: 06-10-2022>

Section VII.

• Disclosure of information on the situation of the credit institution

Art.

75 .§ 1. Without prejudice to the obligations that may apply to listed companies, [the supervisor may determine by regulation established in application of Article 12bis, § 2 of the Law of 22 February 1998] 1 which minimum information credit institutions must make public regarding their solvency, liquidity, risk concentration and other risk positions, regarding their policy on [equity and liquidity needs] 1 , with reference to the requirements referred to in Articles 94 to 98 and 149 to 152. He also determines the minimum frequency and the manner of disclosure of that information.

Credit institutions publish on their website the relevant information of the governance memorandum as referred to in Article 21, § 3 and Article 56, § 6. This information includes at least the shareholding structure and the structure of supervision of the institution or the structure of the group to which it belongs, the policy bodies, the organizational structure, including the independent operational control functions, as well as the objectives and corporate values of the institution, the guidelines of its policy on risk management, prevention of conflicts of interest, integrity and continuity of activities, as well as information on its remuneration policy and practices, in accordance with Regulation No. 575/2013.

Furthermore, credit institutions state in their annual report the return on their assets, which they calculate by dividing their net profit by their total balance sheet.

§ 2. Credit institutions provide for the necessary rules and procedures to comply with the information obligations referred to in paragraph 1. They evaluate the appropriateness of their disclosure measures, including the verification of published data as well as the frequency of information provision.

§ 3. Credit institutions provide for the necessary rules and procedures in order to evaluate whether the information they publish regarding their organization, their financial position and their risk profile provides market participants with a complete insight into their risk profile.

§ 4. In special cases, the supervisor may, within the limits of European legislation, allow deviations from the provisions established by or pursuant to this article.

( 1 )<Law 2022-07-20/40, art. 325, 031; Entry into force: 06-10-2022>

Section VIII. [ 1

• Transparency regarding the engagement policy] 1

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( 1 )<Inserted by Law 2020-04-28/06, art. 20, 023; Entry into force: 16-05-2020>

Art.

75/1 .[ 1 § 1. For the purposes of this section, the following shall be understood: 1° "institutional investors": insurance or reinsurance undertakings carrying out activities respectively in the field of life insurance or covering life insurance liabilities within the meaning of Article 1, 17°, of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings, or institutions for occupational retirement provision as referred to in Article 2, first paragraph, 1°, of the Law of 27 October 2006 concerning the supervision of institutions for occupational retirement provision; 2° "engagement activities": activities that include in particular services relating to investments in shares of companies listed on a regulated market and/or the exercise of rights resulting from the ownership of such shares.

§ 2. Credit institutions that invest in shares of companies listed on a regulated market on behalf of institutional investors comply with the requirements of paragraph 3 or disclose why they have decided not to implement one or more of those requirements.

§ 3. The credit institutions referred to in paragraph 2 develop an engagement policy that they publish free of charge on their website and in which they describe the following:

• how they integrate the engagement policy of the institutional investors on whose behalf they invest into their investment strategy and how they manage actual and potential conflicts of interest, in particular in connection with the engagement policy of the latter and in situations where they themselves have significant business relations with the companies in which investment has been made; and/or
• how they exercise supervision over the companies in which investment has been made, in particular regarding strategy, financial and non-financial performance and risks, capital structure, social and ecological effects and corporate governance, interact with the companies in which investment has been made, exercise voting rights and other rights attached to shares, cooperate with other shareholders, communicate with relevant stakeholders of the companies in which investment has been made, and manage actual and potential conflicts of interest related to their engagement.

Credit institutions publish annually how their engagement policy has been implemented, including a general description of their voting behavior, an explanation of the main votes and the use of proxy advisory services. If applicable, they publish how they voted at the general meetings of companies of which they hold shares. Votes that are insignificant due to the subject matter of the vote or [ 2 the level of participation] 2 in the companies in which investment has been made may be omitted from this disclosure.

§ 4. The provisions of Article 27, § 4, of the Law of 2 August 2002, the decisions and regulations taken to implement it, and the corresponding delegated acts established in accordance with Directive 2014/65/EU, also apply to engagement activities carried out either on behalf of clients who are institutional investors or in their own name on behalf of such clients by the credit institutions.]

1

( 1 )<Inserted by Law 2020-04-28/06, art. 21, 023; Entry into force: 16-05-2020> ( 2 )<Law 2021-06-27/09, art. 155, 026; Entry into force: 19-07-2021>

Art.

75/2 .[ 1 § 1. The credit institutions referred to in Article 75/1, § 2, shall inform the institutional investors with whom they have entered into arrangements as referred to in Article 101/2, § 2, of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings or in Article 95, § 3, second paragraph, of the Law of 27 October 2006 concerning the supervision of institutions for occupational retirement provision, annually how their investment strategy and its implementation are in accordance with these arrangements and contribute to the medium- to long-term performance of the assets of the relevant institutional investors. That disclosure also includes [ 2 reporting] 2 on the main material medium- to long-term risks associated with the investments, the composition, turnover rate and costs associated with the turnover of the portfolio, the use of proxy advisory services for the exercise, if applicable, of engagement activities and their policy on securities lending and how that is applied if applicable for the benefit of the engagement activities, in particular during the general meeting of the companies in which investment has been made. Finally, that disclosure also contains information on whether and, if so, how credit institutions make investment decisions based on an assessment of the medium- to long-term performance, including non-financial performance, of the company in which investment has been made, and on whether and, if so, what conflicts of interest have arisen in connection with engagement activities and how they were handled.

§ 2. The information referred to in paragraph 1 shall be made public together with the periodic communications as referred to in Article 27ter, § 7, of the Law of 2 August 2002.

If the information disclosed in accordance with paragraph 1 is already publicly available, the credit institution is not required to provide that information directly to the institutional investor.]

1

( 1 )<Inserted by Law 2020-04-28/06, art. 22, 023; Entry into force: 16-05-2020> ( 2 )<Law 2022-07-20/40, art. 326, 031; Entry into force: 06-10-2022>

CHAPTER IV.

• Special transactions

Section I.

• Changes in the program of activities

Art.

76 .Any change in the activities of the institution must be communicated to the supervisor beforehand, before its implementation. [ 1 Without prejudice to the first paragraph, a credit institution within the meaning of Article 1, § 3, first paragraph, 1°, must, when the changes in activities aim to limit its activities to the activities referred to in Article 1, § 3, first paragraph, 2°, submit an application for modification of its license in accordance with Article 8. Articles 10 to 14 apply.

Without prejudice to the first paragraph, a credit institution within the meaning of Article 1, § 3, first paragraph, 2°, must, when the changes in activities aim to expand its activities to be able to carry out the activities referred to in Article 1, § 3, first paragraph, 1°, submit an application for modification of its license in accordance with Article 8. Articles 10 to 14 apply.]

1

( 1 )<Law 2021-07-11/08, art. 41, 027; Entry into force: 06-10-2022>

Section II.

• Strategic decisions, investment decisions and mergers and transfers between credit institutions

Art.

77 .For the following decisions, the prior consent of the supervisor is required: 1° strategic decisions [ 2 ...] 2 ; 2° decisions to acquire capital-representing [ 1 or voting rights-bearing] 1 securities of an undertaking whose activities are not included in Article 4, for an amount of at least 250,000,000 euros or an amount of 5% of the equity of the credit institution; 3° mergers of credit institutions or of such institutions and other institutions active in the financial sector, as well as splits of credit institutions; 4° when the business or network is transferred in whole or in part between credit institutions or between such institutions and other institutions active in the financial sector.

The supervisor must decide within two months after receipt of a complete file of the project. He may refuse his consent only for reasons related to the ability of the institution to comply with the provisions established by or pursuant to this law or related to sound and prudent management of the institution or if the decision could seriously affect the stability of the financial system. If he does not act within the aforementioned period, consent is deemed to have been obtained.

( 1 )<Law 2021-06-27/09, art. 156, 026; Entry into force: 19-07-2021> ( 2 )<Law 2021-07-11/08, art. 42, 027; Entry into force: 23-07-2021>

Art.

78 .Every whole or partial transfer between credit institutions or between such institutions and other institutions active in the financial sector, of rights and obligations arising from transactions of the relevant institutions or undertakings, for which consent has been granted in accordance with Article 77, [ is enforceable against third parties, including any third party who has a right of pre-emption or is the beneficiary of an approval clause regarding an asset that is the subject of such a transfer, regardless of whether this right or clause is recorded in an agreement, in the statutes or in the law,] 3 [ 1 once that consent has been published in the Belgian State Gazette] 1 .

It is not possible to declare the transfers [ 1 for which consent has been granted in accordance with] 1 Article 77, null and void or unenforceable [ 3 , in particular] 3 pursuant to Article [ 4 5.243] 4 of the Civil Code or [ 2 Articles XX.111, XX.112 or XX.114 of the Code of Economic Law] 2 . [ 3 Notwithstanding any contrary contractual provision, the whole or partial transfers referred to in the first paragraph may not justify a modification of the provisions of an agreement concluded between the credit institution and one or more third parties, nor terminate such an agreement, nor give any party the right to terminate it unilaterally or to make a debt of the credit institution due.] 3

( 1 )<Law 2017-07-31/11, art. 26, 011; Entry into force: 11-08-2017> ( 2 )<Law 2019-05-02/25, art. 33, 019; Entry into force: 31-05-2019> ( 3 )<Law 2022-07-20/40, art. 327, 031; Entry into force: 06-10-2022> ( 4 )<Law 2022-04-28/25, art. 54, 032; Entry into force: 01-01-2023>

Section III.

• Provisions on the issuance of Belgian covered bonds

Art.

79 .[ 2 Belgian covered bonds may only be issued by credit institutions within the meaning of Article 1, § 3, first paragraph, 1°, and subject to the prior consent of the supervisor for this purpose.] 2 [ 1 These prior consents relate on the one hand to] 1 the organizational capacity of the institution to issue and monitor Belgian covered bonds, and on the other hand to the extent to which a specific issuance or a specific issuance program complies with the provisions established by or pursuant to this Section and Annex III.

( 1 )<Law 2021-11-26/04, art. 6, 029; Entry into force: 08-07-2022> ( 2 )<Law 2021-07-11/08, art. 43, 027; Entry into force: 06-10-2022>

Art.

§ 1. To obtain the supervisor's authorization regarding its organizational capacity to issue and monitor Belgian covered bonds, a credit institution intending to issue Belgian covered bonds must previously submit a file to the supervisor with [1 its program of activities describing the issuance of Belgian covered bonds, and]1 information on how it will frame the intended transactions. This information must relate at least to: 1° a description of the institution's financial position and in particular its credit outlook, showing that it is sufficiently solvent to protect the interests of creditors other than holders of Belgian covered bonds; 2° a description of the institution's long-term strategy, with particular attention to the institution's liquidity and the place that Belgian covered bonds occupy in that strategy; 3° a description of the tasks and responsibilities within the institution regarding the issuance of Belgian covered bonds; 4° a description of the risk management policy that the institution follows regarding Belgian covered bonds, with particular attention to interest rate risk, exchange rate risk, credit and counterparty risk, liquidity risk and operational risk; 5° a description of the involvement of internal audit in the procedure for the issuance of Belgian covered bonds, including the frequency of the audit and the applicable audit procedures; 6° a description of the decision-making and reporting procedures regarding the issuance of Belgian covered bonds; 7° a description of the information systems necessary for the issuance of Belgian covered bonds. [1 ...]1 § 2. [1 The general authorization referred to in paragraph 1 regarding the capacity to issue Belgian covered bonds is only granted if the supervisor is of the opinion that: 1° the institution has an administrative and accounting organization that enables it to comply with the provisions laid down by or under this Section and Annex III, and in particular to comply with the requirement referred to in Article 6 of Annex III to ring-fence the cover assets; 2° the financial position of the institution, in particular its solvency, is sufficient to protect the interests of creditors other than holders of Belgian covered bonds; and 3° the person within the effective management of the institution responsible for the issuance and management of the Belgian covered bonds has the required expertise and is sufficiently available to exercise this responsibility and allocates the necessary resources to the institution to ensure the proper conduct of the issuance and management of these covered bonds. Before granting its authorization as referred to in paragraph 1, the supervisor requests a report from the statutory auditor on the organizational capacity of the institution regarding its obligations arising from this Section and from Annex III to this law.]1 § 3. [1 The supervisor issues a decision on an application within 4 months after submission of a complete file and no later than 6 months after receipt of the application. The supervisor's decision is brought to the knowledge of the credit institution within ten days by registered letter.]1

(1)<W 2021-11-26/04, art. 7, 029; Inwerkingtreding : 08-07-2022>

Art. 81. [1 § 1. To obtain the Bank's authorization for a specific issuance or a specific issuance program, the institution intending to issue Belgian covered bonds must previously submit a file to the Bank with information on the intended transaction. The Bank determines what information must be provided upon submission of the application. This information must relate at least to: 1° the impact of the issuance or the program on the institution's liquidity position; 2° the quality of the cover assets, in particular with regard to the nature of the debtors of these assets and of the commercial or personal security, guarantees or privileges by which these assets are secured, the policies, processes and methods followed for the approval, modification, extension and refinancing of the credits forming part of the cover assets, as well as the diversification of the cover assets and their maturities; 3° the extent to which the maturities of the Belgian covered bonds correspond to those of the cover assets and the possible existence of a extendable maturity structure within the meaning of Article 1, 12°, of Annex III; and 4° the identification of the portfolio supervisor that the institution proposes to appoint with application of Article 16 of Annex III. The file referred to in the first paragraph may only be submitted by institutions that have obtained the general authorization referred to in Article 80, § 1. § 2. The Bank confirms receipt of the file referred to in paragraph 1 and informs the institution no later than fifteen working days after receipt of the file that the file is complete and can be examined, or that additional information must be provided. § 3. The specific authorization to issue Belgian covered bonds or to launch an issuance program for Belgian covered bonds is only granted if the following conditions are met: 1° the institution has the general authorization referred to in Article 80, § 1; 2° the cover assets that the institution intends to make available to secure its payment obligations associated with the Belgian covered bonds comply with the requirements laid down by or under this law; 3° it has a suitable organization to ensure compliance with the statutory and regulatory provisions concerning the issuance of Belgian covered bonds. § 4. The King determines by a decision adopted after consultation in the Council of Ministers: 1° the minimum conditions that the cover assets must meet, in particular with regard to: a) the criteria for the eligibility of the cover assets, such as:

• the nature of the debtor of the cover assets and their location, as well as the currency in which the cover assets are denominated;
• the nature and geographical location of the security for the cover assets, if applicable including the percentage of the credit that must be covered by such security, its rank and the conditions regarding the valuation of the object thereof; b) the methods and criteria for the valuation of the cover assets that determine up to what amount the cover assets may be taken into account; 2° for each relevant special fund, the requirements regarding the matching of the maturities of the cover assets and the Belgian covered bonds issued by the issuing credit institution; 3° the limitations to one or more categories of cover assets that an issuance of Belgian covered bonds must comply with and, if applicable, the ratio to be observed between the different categories of cover assets; 4° the measures that the issuing credit institution must take to identify and manage the credit risk, liquidity risk and the exchange rate and interest rate risk associated with the issuance of Belgian covered bonds, as well as the risks associated with the early repayment of the cover assets; and 5° the criteria on which the Bank can base itself to impose on each issuing credit institution a maximum percentage of Belgian covered bonds that it may issue relative to its total balance sheet. § 5. The Bank issues a decision on an application for the issuance of Belgian covered bonds within 3 months after submission of a complete file and no later than 9 months after receipt of the application. The Bank's decision is brought to the knowledge of the institution within ten days by registered mail.]1

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(1)<W 2021-11-26/04, art. 8, 029; Inwerkingtreding : 08-07-2022>

Art. 82. [1 The Bank draws up a list of credit institutions that have obtained authorization to issue Belgian covered bonds with application of Article 80. It also draws up a list in which, for each institution that has obtained authorization to issue Belgian covered bonds with application of Article 80, the issuances of Belgian covered bonds and the issuance programs for which a special authorization as referred to in Article 81 was granted are included. This list is further subdivided based on the terms referred to in Article 6. These lists are published and updated on the Bank's website, and are communicated annually to the EBA.]1

(1)<W 2021-11-26/04, art. 9, 029; Inwerkingtreding : 08-07-2022>

Art. 83. [1 The lists referred to in Article 82 and the modifications made to them are communicated by the Bank]1 to the European Commission, with a view to the application of Article 52, § 4, of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), as amended.

(1)<W 2021-11-26/04, art. 10, 029; Inwerkingtreding : 08-07-2022>

Art. 84. Annex III to this law contains in particular the composition and the legal system of the [1 cover assets]1, the rights of the holders of covered bonds, the conditions for the issuance of those securities and the obligations that apply to issuers of covered bonds.

(1)<W 2021-11-26/04, art. 11, 029; Inwerkingtreding : 08-07-2022>

Art. 84/1. [1 Every institution that has issued Belgian covered bonds must permanently comply with the conditions laid down by or under the provisions of this section.]1

(1)<Ingevoegd bij W 2021-11-26/04, art. 12, 029; Inwerkingtreding : 08-07-2022>

Section IV.

• Opening or acquisition of subsidiaries abroad

Art. 85. Every credit institution intending to acquire or establish abroad, directly or through the intermediary of a financial holding company or a mixed financial holding company, a subsidiary carrying out activities as referred to in Article 4, shall notify the supervisor thereof. This notification shall be accompanied by information on the activities, the organization, the shareholding structure and the management of the undertaking concerned.

Section V.

• Carrying out activities abroad

Subsection I.

• Opening of branches abroad

Art. 86. Every credit institution wishing to open a branch on the territory of another Member State to carry out there all or part of the activities listed in Article 4 that are permitted to it in Belgium, shall notify the supervisor thereof. [2 This notification shall be accompanied by a program of activities specifying in particular the nature of the intended activities, as well as data on the organizational structure of the branch, the domiciliation of correspondence in the Member State concerned and the name of the effective managers of the branch and, if applicable, of the persons responsible for the branch's independent control functions, as well, for credit institutions as referred to in Article 1, § 3, first paragraph, 2°, the financial instruments, investment services and/or activities and ancillary services that the branch intends to carry out, and whether the branch intends to use tied agents.]2 The effective managers of the branch and the persons responsible for the branch's independent control functions must permanently possess the professional integrity and appropriate expertise required for the exercise of their functions. Articles 60 and 61 apply mutatis mutandis to the appointment of the effective managers of the branch and, if applicable, of the persons responsible for the branch's independent control functions. The supervisor may oppose the implementation of the project by a decision motivated by the adverse effects of the opening of a branch on the organization, the financial position or the supervision of the credit institution. The supervisor's decision must be [1 brought to the knowledge of the credit institution no later than three months after receipt of the complete file]1 with all the data referred to in the second paragraph, by registered letter or a letter with acknowledgment of receipt. If the supervisor does not bring its decision to the knowledge of the institution within this period, it is deemed to have no objection to the institution's project. The supervisor informs the European Commission and the European Banking Authority, according to the frequency determined by the latter, of the number and the reasoning of the final decisions taken under the fourth paragraph opposing the planned opening of a branch in a Member State or modifications to the data referred to in the second paragraph. This article applies, with the exception of the sixth paragraph, to the opening of branches in a third country.

(1)<W 2016-10-25/05, art. 16, 009; Inwerkingtreding : 01-12-2016> (2)<W 2022-07-20/40, art. 328, 031; Inwerkingtreding : 06-10-2022>

Art. 87. When the host state of the branch is a Member State, the supervisor, if he has not opposed the implementation of the project in accordance with Article 86, fourth or fifth paragraph, shall, within three months after receipt of all data required by Article 86, second paragraph, communicate the data received in accordance with these provisions, as well as the level and composition of the credit institution's own funds, [1 the total of risk exposures calculated in accordance with Article 92, paragraphs 3 and 4, of Regulation No. 575/2013]1, the identity of its managers and the rules for any compensation, in favor of savers at the branch, of the deposit protection scheme applicable to the credit institution. The Bank informs the FSMA within the same period of this notification, insofar as the activities abroad relate to the provision of investment services.

(1)<W 2021-07-11/08, art. 44, 027; Inwerkingtreding : 23-07-2021>

Art. 88. When the host state of the branch is not a Member State, the supervisor may, in consultation with the competent authority of a third country, lay down rules for the opening of and supervision of the branch as well as for the desired exchange of information, if applicable with compliance with the provisions of Chapter IV/1, Section 4 of the Law of 22 February 1998.

Art. 88/1. [1 If the credit institution wishes to use tied agents established on the territory of another Member State to carry out investment services and/or activities as well as ancillary services in that Member State, it shall notify the supervisor thereof and provide him with a program of activities, the domiciliation of correspondence in the Member State concerned, the identity data of the tied agents it intends to use, as well as a description of the intended use of those tied agents and of the organizational structure, indicating how the tied agents fit into it, with specification of the reporting lines and the names of the persons directly responsible for the tied agents. Article 86, fourth and fifth paragraphs, apply. Unless the supervisor opposes the implementation of the project, he shall communicate all the data referred to in the first paragraph to the competent authority of the Member State concerned within three months after receipt of the complete file with the data referred to in the first paragraph. The provisions of Title I of Book III of this law relating to branches apply to the tied agents.]1

(1)<Ingevoegd bij W 2016-10-25/05, art. 17, 009; Inwerkingtreding : 03-01-2017>

Art. 89. Every credit institution that has opened a branch abroad shall notify the supervisor and the competent authorities of the host state at least one month in advance of all changes to the data provided in accordance with Article 86, second paragraph. Article 86, fourth and fifth paragraphs, apply if applicable, as well as Article 87, depending on the changes in the data referred to in Article 86, second paragraph or in the applicable deposit protection scheme. [1 The first paragraph applies mutatis mutandis to changes in the data referred to in Article 88/1, first paragraph.]1

(1)<W 2016-10-25/05, art. 18, 009; Inwerkingtreding : 03-01-2017>

Subsection II.

• Free provision of banking services abroad

Art. 90. [2 § 1.]2 Every credit institution intending to carry out on the territory of another Member State, without establishing a branch there, all or part of the activities listed in Article 4 that are permitted to it in Belgium, shall notify the supervisor thereof and state which activities it wishes to carry out and how it will frame the exercise of these activities. The supervisor may oppose the implementation of the project by a decision motivated by the adverse effects of cross-border service provision on the organization, the financial position or the supervision of the credit institution. The supervisor's decision must be brought to the knowledge of the credit institution no later than one month after receipt of the complete file with all the data referred to in the first paragraph, by registered letter or a letter with acknowledgment of receipt. If the supervisor does not bring its decision to the knowledge of the institution within this period, it is deemed to have no objection to the institution's project. [2 § 2. If the credit institution plans to use tied agents established in Belgium to carry out investment services and/or activities as well as ancillary services on the territory of another Member State, it shall communicate the identity data of these agents to the Bank. The Bank shall communicate this data no later than one month after receipt thereof to the competent authority of the host Member State.]2 [2 § 3.]2 [1 This article applies to the exercise of activities in a third country.]1

(1)<W 2015-12-18/17, art. 14, 004; Inwerkingtreding : 08-01-2016> (2)<W 2016-10-25/05, art. 19, 009; Inwerkingtreding : 03-01-2017>

Art. 91. If he has not opposed the implementation of the project in accordance with Article 90, the supervisor shall immediately communicate the notification referred to in this article to the competent authority of the host state concerned. Within the same period, the Bank shall also communicate the relevant information to the FSMA, insofar as the activities abroad relate to the provision of investment services.

Subsection III.

• Exercise of banking activities by specialized subsidiaries of credit institutions in another Member State

Art. 92. Financial institutions under Belgian law that are, directly or indirectly, a subsidiary of one or more credit institutions under Belgian law and are entitled to regularly carry out in Belgium the activities listed in point 2 and following of the list in Article 4, may, for the exercise of these activities, establish branches in other Member States according to the rules laid down in Articles 86, 87 and 89 or carry out their business there without establishing a branch according to the rules laid down in Articles 90 and 91, if they meet the following conditions: 1° the credit institution(s) that is (are) the parent undertaking(s) of these financial institutions has (have) been granted a license as a credit institution in accordance with this Book; 2° the financial institutions actually carry out the aforementioned activities on Belgian territory; 3° the credit institution(s) that is (are) the parent undertaking(s) of these financial institutions holds (hold) at least 90 pct. of the voting rights attached to the shares of these financial institutions; 4° the parent undertakings must demonstrate to the supervisor that the policy of the financial institutions is sound and prudent; 5° the parent undertakings must jointly and severally guarantee the obligations of the financial institutions according to the rules approved by the supervisor; 6° the financial institutions are included in the supervision on a consolidated basis of the parent institutions, in accordance with Title III, Chapter IV, Section II of this Book, in particular with regard to the applicable requirements for own funds, supervision of large exposures and limitation of shareholdings, as determined in Regulation No. 575/2013. Before taking the decision referred to in Articles 86 or 90, the supervisor checks whether these conditions are met. To that end, he attaches a certificate to the communication prescribed in Articles 87 or 90. [1 In derogation from these provisions, the supervisor shall communicate the level of own funds of the financial institution concerned, as well as the amount of the consolidated solvency ratio and the total of risk exposures calculated in accordance with Article 92, paragraphs 3 and 4, of Regulation No. 575/2013 of the credit institution(s) of which the financial institution is a subsidiary.]1. If the financial institution referred to in this article no longer meets the conditions set out therein, the supervisor shall immediately report this to the competent authorities of the Member State or Member States where this financial institution is active via a branch or a form of service provision. The financial institutions referred to in this Section shall be listed in an annex to the list of credit institutions as referred to in Article 14.

(1)<W 2021-06-27/09, art. 157, 026; Inwerkingtreding : 19-07-2021>

Subsection IV.

• Exercise of activities in a participating Member State

Art.

93. With regard to matters entrusted to the European Central Bank pursuant to Article 4 of the CRR Regulation, the provisions concerning procedures between competent authorities and the relevant competences do not apply if the credit institution or its specialized subsidiary referred to in Article 92 intends to establish a branch on the territory of another participating Member State or to carry out activities under the freedom to provide services.

CHAPTER V.

• Regulatory standards and obligations

Section I.

• Prospective management of own funds and liquidity

Art.

94. § 1. Every credit institution must have a policy appropriate to its current and intended activities regarding its own funds and liquidity needs. § 2. To that end, the statutory governing body establishes a policy for the prospective management of the credit institution's own funds requirements and liquidity, which identifies and determines the institution's current and future own funds and liquidity needs. This policy takes into account the nature, scale, and characteristics of the institution's activities or intended activities, the risks associated with them, and the institution's risk management policy. § 3. The policy referred to in paragraph 1 is implemented by the management committee, under the supervision of the statutory governing body. It is regularly evaluated by the statutory governing body, which updates it as necessary. The supervisor may determine the frequency and modalities of this evaluation, where appropriate by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998.

Section II.

• Global requirement for a Tier 1 core capital buffer

Art.

95. [2 Without prejudice to compliance with the regulatory own funds requirement determined in Article 92(1)(a) to (c) of Regulation No. 575/2013, the requirement determined by or pursuant to Articles 98, 149, 150 and 150/5 for risks other than excessive leverage risk, the total loss-absorbing capacity standard determined in Articles 92bis and 92ter of Regulation No. 575/2013 and the minimum own funds and eligible liabilities requirement determined in Article 267/3, a credit institution must, by means of Tier 1 core capital components, satisfy the global requirement for a Tier 1 core capital buffer, as this requirement is determined in Article 96. A parent credit institution also satisfies this requirement on the basis of its consolidated position, according to the modalities determined in Part 1, Title 2, Chapter 2 of Regulation No. 575/2013.] 2 A financial holding company under Belgian law or a mixed financial holding company under Belgian law, which owns a credit institution, satisfies the provisions of the first paragraph on a consolidated basis, according to the modalities determined in [1 Part 1, Title 2, Chapter 2 of Regulation No. 575/2013]1.

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(1)<W2015-12-18/17, art. 15, 004; Entry into force: 08-01-2016> (2)<W2021-07-11/08, art. 45, 027; Entry into force: 23-07-2021>

Art.

96. § 1. Without prejudice to the modalities determined in paragraphs 3 to 6, the global requirement for a Tier 1 core capital buffer is equal to the sum of the following Tier 1 core capital buffer requirements: 1° the Tier 1 core capital conservation buffer referred to in Article 1 of Annex IV; 2° the credit institution-specific countercyclical Tier 1 core capital buffer as referred to in Articles 3 to 10 of Annex IV; 3° the Tier 1 core capital buffer for global systemically important [1 institutions]1 (G-SIIs) or for domestic systemically important [1 institutions]1 (D-SIIs), as referred to in Articles 11 to 15 of Annex IV; 4° the Tier 1 core capital buffer for systemic or macroprudential risks, as referred to in Articles 16 to 22 of Annex IV. [1 6 The Tier 1 core capital used to satisfy any of the requirements referred to in points 1° to 4° of this paragraph shall not be taken into account to satisfy any of the other requirements referred to in these points.] 6 § 2. The requirements referred to in paragraph 1 are clarified in Annex IV to this Act. § 3. [2 A parent credit institution, a financial parent holding company under Belgian law or a mixed financial parent holding company under Belgian law, on a consolidated basis, which is simultaneously subject to a requirement to maintain a Tier 1 core capital buffer for global systemically important institutions (G-SIIs) and to a requirement to maintain a Tier 1 core capital buffer for domestic systemically important institutions (D-SIIs) pursuant to Articles 13 and 14 of Annex IV, must only satisfy the highest requirement.] 2 § 4. [6 A credit institution, a parent credit institution, a financial parent holding company under Belgian law or a mixed financial parent holding company under Belgian law, which is simultaneously subject to the requirement applicable pursuant to paragraph 3 and to a requirement to maintain a Tier 1 core capital buffer for systemic or macroprudential risks pursuant to Articles 16 to 22 of Annex IV, must satisfy the sum of these requirements.] 6 § 5. [6 ...] 6 § 6. [6 ...] 6

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(1)<W2015-12-18/17, art. 16, 004; Entry into force: 08-01-2016> (2)<W2015-12-18/17, art. 17, 004; Entry into force: 08-01-2016> (3)<W2015-12-18/17, art. 18, 004; Entry into force: 08-01-2016> (4)<W2015-12-18/17, art. 19, 004; Entry into force: 08-01-2016> (5)<W2015-12-18/17, art. 20, 004; Entry into force: 08-01-2016> (6)<W2021-07-11/08, art. 46, 027; Entry into force: 23-07-2021>

Section II/1 FUTURE LAW.

[1

• Leverage ratio buffer requirement]1

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(1)<W2021-07-11/08, art. 47, 027; Entry into force: 01-01-2023>

Art.

96/1. [1 Without prejudice to compliance with the leverage ratio requirement as referred to in Article 92(1)(d) of Regulation No. 575/2013, a G-SII must satisfy the leverage ratio buffer requirement according to the modalities determined in Article 92(1)bis of that Regulation.] 1

(1)<Inserted by W2021-07-11/08, art. 46, 027; Entry into force: 23-07-2021>

Section III.

• Macroprudential or systemic risk

Art.

97. [1 The Bank is the national authority responsible for applying Articles 124(2), 164(6) and 458 of Regulation No. 575/2013.] 1 In addition to the conditions set out in Article 458 of Regulation No. 575/2013, the Bank's regulations adopted pursuant to the aforementioned Article 458 must be approved by a Royal Decree submitted to the Council of Ministers.

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(1)<W2021-07-11/08, art. 49, 027; Entry into force: 23-07-2021>

Section IV.

• Regulatory competence of the Bank

Art.

98. Without prejudice to the provisions of Regulation No. 575/2013, the Bank determines by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998: a) the standards on solvency, liquidity and risk concentration and other limiting standards that must be complied with by all credit institutions or by category of credit institutions, where these standards are not determined in Regulation No. 575/2013; b) the application modalities of the standards on solvency, liquidity and risk concentration determined in Regulation No. 575/2013, including the application modalities of the various options offered by that Regulation to Member States and to the Bank as the competent authority, taking into account the guidelines determined by the European Banking Authority in connection with the aforementioned Regulation and the technical regulatory standards adopted by the European Commission pursuant to that Regulation; c) the valuation rules applicable to the valuation of assets, liabilities and off-balance sheet items for the purpose of checking compliance with the standards on solvency, liquidity or risk concentration. The standards referred to in this article may be of both quantitative and qualitative nature.

Section V. [1

• Measures aimed at the recapitalization of own funds]1

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(1)<W2021-07-11/08, art. 50, 027; Entry into force: 23-07-2021>

Subsection I. [1

• Restrictions on distributions relating to any of the Tier 1 core capital components in the event of non-compliance with the global requirement for a Tier 1 core capital buffer]1

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(1)<W2021-07-11/08, art. 51, 027; Entry into force: 23-07-2021>

Art.

98/1. [1 For the purposes of this Subsection, a credit institution is deemed not to satisfy the global requirement for a Tier 1 core capital buffer if it possesses insufficient own funds of sufficiently high quality to simultaneously satisfy the global requirement for a Tier 1 core capital buffer as referred to in Article 96 and each of the requirements of Article 92(1)(a) to (c) of Regulation No. 575/2013, as well as the specific own funds requirement imposed under Articles 149 and 150 to address risks other than excessive leverage risk.] 1

(1)<Inserted by W2021-07-11/08, art. 52, 027; Entry into force: 23-07-2021>

Art.

99. A credit institution may only make distributions relating to any of the Tier 1 core capital components if it [1 pursuant to Article 98/1]1 satisfies the global requirement for a Tier 1 core capital buffer as referred to in Article 96. Furthermore, these distributions must not result in the Tier 1 core capital falling to a level that no longer satisfies the aforementioned global requirement for a Tier 1 core capital buffer.

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(1)<W2021-11-26/04, art. 13, 029; Entry into force: 17-12-2021>

Art.

100. In derogation of Article 99, first paragraph, a credit institution that does not satisfy the global requirement for a Tier 1 core capital buffer may nevertheless make a distribution relating to Tier 1 core capital components if it satisfies the conditions determined in the [1 Articles 101, 102 and 103]1 . To that end, the credit institution calculates in advance the Maximum Distributable Amount ("MDA") and communicates this amount to the supervisor. The calculation modalities of the MDA that must be observed by the institution are determined in Article 1 of Annex V to this Act.

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(1)<W2021-07-11/08, art. 53, 027; Entry into force: 23-07-2021>

Art.

101. § 1. A credit institution as referred to in Article 100 may only carry out the following actions up to the amount of the MDA: a) make a distribution as remuneration or make a payment as repayment or buyback of Tier 1 core capital components; b) make payments relating to Additional Tier 1 capital components; c) commit to the payment of variable remuneration or distributions under discretionary pension schemes. § 2. Furthermore, a credit institution as referred to in Article 100 may only pay variable remuneration or distributions under discretionary pension schemes up to the amount of the MDA, even if the payment obligation was incurred at a time when the institution satisfied the global requirement for a Tier 1 core capital buffer. § 3. When it intends to carry out any of the actions referred to in paragraphs 1 and 2, the institution informs the supervisor of its intention and provides the information referred to in Article 2 of Annex V, with a justification for the non-exceedance of the MDA.

Art.

102. Credit institutions apply arrangements ensuring that the amount of distributable profit and, where applicable, the MDA, are calculated accurately. They are able to demonstrate the accuracy of this calculation to the supervisor if requested to do so.

Subsection I/1 FUTURE LAW.

[1

• Restrictions on distributions relating to any of the core capital components in the event of non-compliance with the leverage ratio buffer requirement]1

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(1)<W2021-07-11/08, art. 54, 027; Entry into force: 01-01-2023>

Art.

102/1. FUTURE LAW. [1 For the purposes of this Subsection, a G-SII is deemed not to satisfy the leverage ratio buffer requirement if it possesses insufficient core capital to simultaneously satisfy the leverage ratio buffer requirement as referred to in Article 92(1)bis of Regulation No. 575/2013 and the requirement of Article 92(1)(d) of Regulation No. 575/2013, as well as the specific own funds requirement imposed under Articles 149 and 150 to address excessive leverage risk.] 1

(1)<Inserted by W2021-07-11/08, art. 55, 027; Entry into force: 01-01-2023>

Art.

102/2. FUTURE LAW. [1 A G-SII may only make distributions relating to any of the core capital components if it satisfies the leverage ratio buffer requirement as referred to in Article 92(1)bis of Regulation No. 575/2013. Furthermore, these distributions must not result in the core capital falling to a level that no longer satisfies the aforementioned leverage ratio buffer requirement.] 1

(1)<Inserted by W2021-07-11/08, art. 56, 027; Entry into force: 01-01-2023>

Art.

102/3. FUTURE LAW. [1 In derogation of Article 102/2, first paragraph, a G-SII that does not satisfy the leverage ratio buffer requirement may nevertheless make a distribution relating to core capital components if it satisfies the conditions determined in Articles 102/4, 102/5 and up to 103. To that end, the G-SII calculates in advance the Leverage Ratio-related Maximum Distributable Amount ("L-MDA") and communicates this amount to the supervisor. The calculation modalities of the L-MDA that must be observed by the institution are determined in Article 1/1 of Annex V to this Act.] 1

(1)<Inserted by W2021-07-11/08, art. 57, 027; Entry into force: 01-01-2023>

Art.

102/4. FUTURE LAW. [1 § 1. A G-SII as referred to in Article 102/3 may only carry out the following actions up to the amount of the L-MDA: a) make a distribution as remuneration or make a payment as repayment or buyback of Tier 1 core capital components; b) make payments relating to Additional Tier 1 capital components; c) commit to the payment of variable remuneration or distributions under discretionary pension schemes. § 2. Furthermore, a G-SII as referred to in Article 102/3 may only pay variable remuneration or distributions under discretionary pension schemes up to the amount of the L-MDA, even if the payment obligation was incurred at a time when the institution satisfied the leverage ratio buffer requirement. § 3. When it intends to carry out any of the actions referred to in paragraphs 1 and 2, the G-SII informs the supervisor of its intention and provides the information referred to in Article 2/1 of Annex V, with a justification for the non-exceedance of the L-MDA.] 1

(1)<Inserted by W2021-07-11/08, art. 58, 027; Entry into force: 01-01-2023>

Art.

102/5. [1 The G-SIIs apply arrangements ensuring that the amount of distributable profit and, where applicable, the L-MDA, are calculated accurately, and provide proof thereof. They are able to demonstrate the accuracy of this calculation to the supervisor if requested to do so.] 1

(1)<Inserted by W2021-07-11/08, art. 59, 027; Entry into force: 23-07-2021>

Subsection I/2. [1

• Common provision]1

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(1)<Inserted by W2021-07-11/08, art. 60, 027; Entry into force: 23-07-2021>

Art.

103. The restrictions imposed by [2 Subsections I and I/1]2 apply only insofar as the suspension of payments resulting therefrom does not lead to the opening of a liquidation procedure pursuant to the provisions of [1 Book XX of the Code of Economic Law]1 .

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(1)<W2019-05-02/25, art. 34, 019; Entry into force: 31-05-2019> (2)<W2021-07-11/08, art. 61, 027; Entry into force: 01-01-2023>

Subsection II.

• Capital conservation plan

Art.

104. When a credit institution does not satisfy the global requirement for a Tier 1 core capital buffer referred to in Article 96, it informs the supervisor thereof and draws up a capital conservation plan aimed at increasing its own funds or, where applicable, containing measures that result in a reduction of the institution's global requirement for a Tier 1 core capital buffer, by reducing its risk profile. The institution submits this plan for approval to the supervisor no later than five working days after the determination that it did not satisfy the aforementioned requirement. The supervisor may set a longer period, not exceeding ten working days, based on the specific situation of a credit institution, taking into account the scale and complexity of its activities.

Art.

104 FUTURE LAW. [1 When a credit institution does not satisfy the global requirement for a Tier 1 core capital buffer referred to in Article 96 and/or, in the case of a G-SII, the leverage ratio buffer requirement as referred to in Article 92(1)bis of Regulation No. 575/2013, it informs the supervisor thereof and draws up a capital conservation plan aimed at increasing its own funds or, where applicable, containing measures that result in a reduction of the institution's global requirement for a Tier 1 core capital buffer and/or the leverage ratio buffer requirement, by reducing its risk profile.] 1 The institution submits this plan for approval to the supervisor no later than five working days after the determination that it did not satisfy the aforementioned requirement. The supervisor may set a longer period, not exceeding ten working days, based on the specific situation of a credit institution, taking into account the scale and complexity of its activities. [1 The information to be provided in the capital conservation plan is set out in Article 4 of Annex V to this Act.] 1

(1)<W2021-07-11/08, art. 62, 027; Entry into force: 01-01-2023>

Art.

105. § 1. The supervisor approves the capital conservation plan if he is of the opinion that its implementation would reasonably allow the institution, within the period he deems appropriate, to actually satisfy the global requirement for a Tier 1 core capital buffer [1 and/or the leverage ratio buffer requirement]1 . § 2. If he is of the opinion that the implementation of the plan cannot reasonably satisfy the global requirement for a Tier 1 core capital buffer [1 and/or the leverage ratio buffer requirement]1 within the aforementioned period, the supervisor may

• require the institution concerned to increase its own funds to the level he deems necessary, within the period and according to the modalities he determines; and/or
• impose stricter restrictions on distributions than those determined pursuant to Article 101 [1 and/or Article 102/4]1 .

---

(1)<W2021-07-11/08, art. 63, 027; Entry into force: 23-07-2021>

CHAPTER VI.

• Periodic information provision and accounting rules

Art.

106. § 1. Credit institutions file their annual accounts with the Bank. The King determines, on the advice of the Bank: 1° according to which rules credit institutions keep their accounts, perform inventory valuations and prepare their annual accounts; 2° the rules that credit institutions must comply with for the preparation, audit and publication of their consolidated annual accounts, as well as for the preparation and publication of the annual and audit report on these consolidated annual accounts. The Bank may, by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, determine the application modalities of the rules determined in the Royal Decrees referred to in the second paragraph. § 2. Credit institutions periodically submit a detailed financial statement to the supervisor. That statement is prepared in accordance with the rules established by the supervisor, who also determines the reporting frequency. Furthermore, the supervisor may prescribe that other numerical data or explanations be regularly provided to verify compliance with the provisions of this Act, its implementing decrees and regulations, or Regulation No. 575/2013. The management committee declares to the supervisor that the aforementioned periodic statements submitted by the institution to him at the end of the first half-year and at the end of the financial year are in conformity with the accounting and inventories. To that end, the periodic statements must

• be complete; they contain all data from the accounting and inventories on the basis of which they are prepared, and
• be accurate; they correspond exactly to the data from the accounting and inventories on the basis of which the periodic statements are prepared. The management committee confirms that it has taken the necessary steps to ensure that the aforementioned statements are prepared according to the supervisor's guidelines and applying the booking and valuation rules for the preparation of the annual accounts, or, for periodic reporting statements that do not relate to the end of the financial year, applying the booking and valuation rules for the preparation of the annual accounts with respect to the last financial year. § 3. The members of the statutory governing body are jointly and severally liable to the company and to third parties for all damage resulting from the breach of the provisions [1 established]1 in implementation of paragraph 1, second paragraph. With regard to breaches to which they did not contribute, the members of the statutory governing body are only exempt from the liability referred to in the first paragraph if no fault can be attributed to them and they reported those breaches, as the case may be, at the first general meeting or the next meeting of the statutory governing body after they became aware of them. § 4. For certain categories of credit institutions or in special cases, the supervisor may grant derogations from the rules referred to in paragraph 1, second paragraph and paragraph 2, first paragraph. § 5. The decisions and regulations referred to in this article are taken after consultation of the credit institutions through their representative professional associations.

---

(1)<W2022-07-20/40, art. 329, 031; Entry into force: 06-10-2022>

Art.

106/1

1. Without prejudice to Article 106, the credit institutions referred to in Article 17, § 2, of the Act of 20 December 2024 transposing Directive (EU) 2021/2167 of the European Parliament and of the Council of 24 November 2021 on credit servicers, credit purchasers and the management of non-performing loans and amending Directives 2008/48/EC and 2014/17/EU, shall notify the supervisor twice a year of at least the information referred to in the aforementioned Article 17, § 2. The supervisor may prescribe that the credit institutions referred to in the first paragraph provide the information referred to in that paragraph on a quarterly basis when it deems it necessary, also to better supervise a large number of transfers that may take place during a crisis period. Unless the borrower resides in Belgium or has its statutory seat established there, the supervisor shall forward to the FSMA the information communicated to it in accordance with the first and second paragraphs. This Article shall be applied in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) and Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the institutions, bodies, offices and agencies of the Union and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC.] 1

---

( 1 )<Inserted by A 2024-12-20/49 , art. 36, 034; Entry into force: 24-01-2025>

Art.

107 . The Bank periodically publishes, at least four times a year, a total statement for credit institutions according to the rules it establishes after consulting the credit institutions through their representative professional associations.

CHAPTER VII.

• Recovery Plans

Section I.

• Preparation of recovery plans

Art.

108 .[ 1 § 1. The credit institution for which no group recovery plan is drawn up shall draw up a recovery plan with measures that can be implemented by the institution to restore its financial position after a significant deterioration thereof, and update this plan. [ 2 The recovery plan shall also mention the possible measures that the credit institution must take if the conditions referred to in Article 234, § 1, for imposing recovery measures are met.] 2 The credit institution shall notify the recovery plan to the supervisor. § 2. Credit institutions for which a group recovery plan is drawn up shall draw up a recovery plan on an individual basis if the competent authorities have decided to do so in accordance with Article 435, § 1 or § 3, Article 436, § 3 or in the sense of Article 8, paragraph 2 or paragraph 4 of Directive 2014/59/EU.] 1

( 1 )<RB 2015-12-26/07 , art. 3, 005; Entry into force: 01-01-2016> ( 2 )<A 2019-05-02/25 , art. 35, 019; Entry into force: 31-05-2019>

Art.

109 . The recovery plan takes into account various scenarios of severe macro-economic or financial crisis, including system-wide events, crises specific to the credit institution, and, where applicable, crises involving entities of the group of which the credit institution is a part. The recovery plan does not take into account any exceptional government support but contains, where applicable, an analysis of how and when the credit institution could resort to central bank facilities. The plan determines which assets of the credit institution can be considered as collateral for this purpose.

Art.

110 . § 1. The recovery plan contains a framework of qualitative and quantitative indicators of a potential deterioration of the financial position of the credit institution, indicating the moments at which the institution examines whether corrective measures included in the plan should be implemented. To this end, the recovery plan determines appropriate procedures for the periodic monitoring of the indicators referred to in the first paragraph as well as for the examination of the corrective measures to be considered, including the escalation procedure to be followed if necessary. § 2. The indicators referred to in paragraph 1 include a progressive scale of threshold values for the proportion of the credit institution's impaired assets, which is established by the supervisor in accordance with the second paragraph. The recovery plan mentions the corrective measures to be considered upon exceeding each of the thresholds. In order to ensure a sufficient subject matter for the exercise of the privilege referred to in Article 389 and at the same time to safeguard the credit institution's access to its sources of financing, the supervisor determines for each credit institution a progressive scale of threshold values for the proportion of its impaired assets, according to the definitions of the technical implementing standards referred to in Article 100, second paragraph, of Regulation No 575/2013. In establishing the scale referred to in the second paragraph, the supervisor takes into account the level of the deposits referred to in Article 389 of the credit institution, the nature of its activities and the structure of its balance sheet. By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998 and approved by a Royal Decree submitted to the Council of Ministers, the Bank establishes the minimum and maximum thresholds between which the scales referred to in the second paragraph must be situated, taking into account international developments in this matter and the benchmarks that emerge therefrom. § 3. The credit institution may, when its statutory governing body deems it appropriate in light of the circumstances: 1° take measures within the framework of its recovery plan even if the relevant indicator has not been breached; 2° not take measures within the framework of its recovery plan even if the relevant indicator has been breached. The credit institution shall notify the supervisor immediately of any decision to take a measure in the framework of the implementation of its recovery plan, and of any decision not to do so despite the fact that the relevant indicator has been breached. § 4. Without prejudice to the other powers conferred upon it by this Act, the supervisor may order the credit institution to take one or more corrective measures included in its recovery plan if the institution fails to take appropriate measures on its own initiative.

Art.

111 .The credit institution updates the recovery plan at least once a year and in any case after any change in its legal or organizational structure, its activities or its financial position that may have a significant impact on the plan or requires a change to it. [ 2 By way of derogation from the first paragraph, credit institutions shall update the recovery plan at least every two years if they have been allowed simplified obligations as a result of the analysis made by the supervisor using Delegated Regulation (EU) No 2019/348 of the Commission of 25 October 2018 supplementing Directive 2014/59/EU of the European Parliament and of the Council with regulatory technical standards to establish criteria for assessing the impact of the failure of an institution on financial markets, on other institutions and on financing conditions.] 2 [ 2 The supervisor may, when circumstances require it, require the credit institution to update its recovery plan more frequently than determined in the previous paragraphs. In any case, the supervisor requires an update of the recovery plan if the hypotheses described in the recovery plan differ from the circumstances that led to the taking of measures referred to in Article 234, § 2.] 2

( 1 )<A 2016-06-27/09 , art. 5, 008; Entry into force: 16-07-2016> ( 2 )<A 2021-07-11/08 , art. 64, 027; Entry into force: 23-07-2021>

Art.

112 .By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998 [ 1 the Bank may determine the detailed rules regarding :] 1 1° the minimum content of the recovery plan; 2° the information that must be communicated by the credit institutions to the supervisor, and the frequency with which this must be done. [ 2 The supervisor may require credit institutions to keep detailed records regarding financial contracts in which they are parties.] 2

( 1 )<A 2015-12-18/17 , art. 21, 004; Entry into force: 08-01-2016> ( 2 )<A 2016-06-27/09 , art. 6, 008; Entry into force: 16-07-2016>

Art.

113 .[ 1 § 1. The supervisor may exempt the following institutions from the obligations under this Section : 1° institutions that are members of an institutional protection scheme, understood as a mutual guarantee scheme established on a voluntary basis by certain credit institutions; 2° the credit institutions referred to in Article 239, § 1. § 2. When the supervisor grants an exemption pursuant to paragraph 1, it applies the requirements determined in this Section based on the general situation of the respective institutional protection scheme and its exempted members, or the central institution and the credit institutions affiliated with this institution as referred to in Article 239. § 3. Institutions that are under the direct supervision of the European Central Bank pursuant to Article 6, paragraphs 4 and 5, point b), of the SSM Regulation or institutions whose activities make up a significant part of the Belgian financial system cannot be exempted pursuant to paragraph 1. For the purposes of this paragraph, the activities of an institution are deemed to make up a significant part of the Belgian financial system if one of the following conditions is met : 1° the total value of its assets is greater than EUR 30,000,000,000; or 2° the ratio between its total assets and gross domestic product is greater than 20 %. § 4. The supervisor may allow a credit institution to deviate from the obligations of this Section regarding the content of the recovery plan, the frequency of updating the plan or the information provision by the credit institution as well as from the deadline determined in Article 114, § 2, or in Article 416, insofar as such a deviation is justified in light of the impact that the failure and resolution of the credit institution in the context of a resolution procedure may have on the financial markets, on other credit institutions, on the [financing conditions] 4 and on the economy in general. In doing so, the supervisor takes into account in particular the nature of the activities of the credit institution, its shareholder structure, legal form, risk profile, size and legal status, interconnection with other credit institutions or the financial system in general, the perimeter and complexity of its activities and the possible exercise of investment services or activities. [ 3 The supervisor carries out this assessment after consulting, if appropriate, the Bank in its capacity as a macroprudential authority.] 3 The supervisor may withdraw a deviation granted pursuant to the first paragraph at any time. It assesses the necessity and appropriateness of maintaining the granted deviations at least once a year and after a change in the legal or organizational structure, the activities or the financial position of the relevant credit institution. § 5. The deviations granted pursuant to paragraph 4 may in no case relate to the obligations regarding the progressive scale of threshold values for the proportion of impaired assets, as referred to in Article 110, § 2, second and third paragraphs.] 1 [ 2 § 6. The supervisor shall inform the EBA of the manner in which it has applied the provisions of this Article.] 2

( 1 )<A 2015-12-18/17 , art. 22, 004; Entry into force: 08-01-2016> ( 2 )<A 2018-03-11/07 , art. 247, 016; Entry into force: 26-03-2018> ( 3 )<A 2021-07-11/08 , art. 65, 027; Entry into force: 23-07-2021> ( 4 )<A 2022-07-20/40 , art. 330, 031; Entry into force: 06-10-2022>

Section II.

• Assessment of recovery plans

Art.

114 . § 1. The recovery plan is examined and approved by the statutory governing body of the credit institution before it is submitted to the supervisor. § 2. The credit institution shall submit its first recovery plan to the supervisor within six months from the date of its authorization. Subject to what is determined in the third paragraph, the credit institution shall submit an updated plan to the supervisor within two months following the event that gave rise to the obligation to update the plan, provided that the supervisor may extend this deadline to a maximum of six months. If the event that gave rise to the obligation to update the plan is a change in the financial position of the credit institution that may significantly affect the plan, the credit institution shall notify the supervisor thereof immediately and submit an updated plan within the deadline communicated to it by the supervisor. § 3. The supervisor shall forward the recovery plan and any updated plan to the resolution authority. The resolution authority may, within thirty days of receipt of the plan, address recommendations to the supervisor regarding the measures determined in the plan that may negatively affect the resolvability of the credit institution.

Art.

115 . § 1. Within six months of receiving the recovery plan, the supervisor examines this plan and assesses whether it meets the requirements determined by or pursuant to Articles 108 to 113. In doing so, the supervisor evaluates in particular whether the recovery plan makes it reasonably expected that : 1° the implementation of the measures included in the plan is of such a nature as to maintain or restore the viability and financial position of the credit institution or the group of which it is a part, taking into account the preparatory measures the institution has taken or intends to take; 2° the plan and the various options included therein can be implemented quickly and effectively in situations of financial stress, avoiding significant negative consequences for the financial system as much as possible, also in scenarios of simultaneous implementation of recovery plans of other institutions. In its evaluation of the recovery plan, the supervisor pays particular attention to the adequacy of the institution's capital and funding structure in relation to the degree of complexity of its organizational structure and to its risk profile. § 2. If the supervisor considers that the recovery plan shows significant deficiencies or that there are significant obstacles to its implementation, it notifies the credit institution thereof and, after giving it the opportunity to formulate its opinion, invites it to submit a revised plan within two months in which the deficiencies or obstacles have been remedied. The supervisor may extend the aforementioned two-month deadline by a maximum of one month. § 3. If the supervisor considers that the deficiencies or obstacles identified by him have not been properly remedied in the revised plan submitted in accordance with paragraph 2, he may order the credit institution to make specific changes to the recovery plan within thirty days from the notification of this finding to the institution.

Art.

116 . § 1. If the credit institution does not comply with the invitation referred to in Article 115, § 2, within the set deadline, or if the supervisor considers that the revised recovery plan submitted in accordance with Article 115, § 2, does not remedy the deficiencies or obstacles identified by him and it is impossible to remedy them properly by means of a notice in accordance with Article 115, § 3, the supervisor notifies the credit institution thereof and requires it to determine within thirty days which changes it can make to its activities to remedy these deficiencies or obstacles. § 2. If the supervisor considers that the changes proposed by the credit institution pursuant to paragraph 1 do not remedy the deficiencies or obstacles identified by him, he may, without prejudice to other measures determined by or pursuant to this Act, order the credit institution to take any measure he deems necessary and proportionate to put an end to these deficiencies or obstacles. The supervisor may in particular order the credit institution to : 1° reduce its risk profile, including liquidity risk; 2° enable rapid recapitalization measures; 3° revise its strategy and its structure; 4° make changes to its funding strategy to increase the robustness of its core activities and its critical functions; 5° make changes to its governance structure. The supervisor's decision shall be brought to the knowledge of the credit institution in writing.

CHAPTER VIII.

• Structure of Activities

Section I.

• Scope and definitions

Art.

117 .[ 1 This Chapter applies to credit institutions under Belgian law within the meaning of Article 1, § 3, first paragraph, 1°, that attract deposits or issue debt instruments covered by the Belgian deposit guarantee scheme referred to in Article 380.] 1

( 1 )<A 2021-07-11/08 , art. 66, 027; Entry into force: 06-10-2022>

Art.

118 . § 1. For the purposes of this Chapter and of the decrees and regulations adopted for its implementation, the following shall be understood : 1° proprietary trading: the trading in financial instruments using own capital, within the framework of the trading portfolio as defined in Article 4, paragraph 1, 86) of Regulation No 575/2013; 2° on a consolidated basis: on the basis of the consolidated situation of the group or sub-group formed by a credit institution and its Belgian and foreign subsidiaries; 3° consolidation perimeter: the group or sub-group formed by a credit institution and its Belgian and foreign subsidiaries; 4° trading entity: any enterprise connected to a credit institution, outside its consolidation perimeter, whose proprietary trading activities exceed the thresholds determined in a regulation adopted by the Bank pursuant to Article 12bis, § 2 of the Act of 22 February 1998. § 2. For matters falling under this Chapter, deliberation on each Royal Decree referred to in Article 12bis, § 2, third paragraph of the Act of 22 February 1998 shall take place in the Council of Ministers.

Section II.

• Prohibition of proprietary trading activities

Art.

119 . From 1 January 2015, no credit institution may exercise proprietary trading activities, neither directly nor through Belgian or foreign subsidiaries.

Art.

120 .For the purposes of this Chapter, proprietary trading activities shall be deemed to include transactions and commitments entered into for own account, without adequate collateral, with : a) [ 1 AIFMs that operate with significant leverage as referred to in Article 111 of Delegated Regulation (EU) No 231/2013 of the Commission of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council as regards exemptions, general conditions for the exercise of activity, depositaries, leverage, transparency and supervision] 1 or similar investment vehicles that meet the characteristics determined in a regulation of the FSMA; or b) collective investment undertakings with investments in or exposure to one or more institutions or vehicles as referred to in point a) above a threshold determined in a regulation adopted by the Bank pursuant to Article 12bis, § 2 of the Act of 22 February 1998.

( 1 )<A 2016-10-25/05 , art. 20, 009; Entry into force: 01-12-2016>

Art.

121 .§ 1. Subject to Article 123, the prohibition set out in Article 119 does not apply to transactions in financial instruments that form part of the following activities, provided that those transactions comply with the conditions set out in paragraph 2: 1° the provision to clients of investment services and ancillary services, as defined in [1 in Article 2, 1°, 2 and 4 to 8, and 2° of the Act of 25 October 2016]1, which are intended to meet the financing, hedging or investment needs of clients; 2° the activities of market-making consisting in the regular and continuous presence, on a regulated market or in a multilateral trading facility of which he is a member, of a market participant who offers firm bid and offer prices for financial instruments, with an undertaking on his part to act as counterparty at these prices for minimum quantities, in order to create liquidity in the relevant market, provided that this market participant is attested as a market-maker by the trading firm or the investment firm operating the relevant market or multilateral trading facility; 3° activities to hedge the own risks of the credit institution or its subsidiaries, including the risks associated with the activities referred to in 1°, 2°, 4° and 5°; 4° the sound and prudent management of the liquidity of the credit institution and its subsidiaries; 5° the purchase and sale of financial instruments acquired with the intention of holding them on a lasting basis. § 2. In order to be exempt from the prohibition set out in Article 119, the transactions in financial instruments referred to in paragraph 1 must comply with the following conditions: 1° they must be carried out within the risk limits and with due regard to the framing measures determined pursuant to Article 122; 2° as regards transactions carried out in the context of the activities referred to in paragraph 1, 1° to 3°, the credit institution must demonstrate that they are necessary for it to be able to fulfil its intermediary role for its clients; 3° as regards transactions carried out in the context of the activities referred to in paragraph 1, 4° and 5°, the credit institution must demonstrate that they are necessary with a view to the sound and prudent management of the relevant liquidity or investments.

(1)<W2016-10-25/05, art. 21, 009; Entry into force: 01-12-2016>

Art.

122 . By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, the Bank determines the risk limits and the measures for framing the transactions in financial instruments referred to in Article 121, § 1. The regulation referred to in the first paragraph also determines: 1° the rules on governance and risk management for each category of transactions referred to in Article 121, § 1; 2° the specific internal control procedures that credit institutions must implement to ensure compliance with the conditions and limits determined by or pursuant to Articles 121 to 124; 3° the specific periodic reporting obligations of credit institutions that enable the supervisor to check compliance with the aforementioned conditions and limits.

Art.

123 . § 1. The transactions in financial instruments referred to in Article 121, § 1, which do not remain within the risk limits established pursuant to Articles 121 and 122, shall be considered as prohibited proprietary trading activities when the market risks associated with those transactions, on an individual or consolidated basis, exceed the threshold determined in accordance with paragraph 2. § 2. The threshold referred to in paragraph 1 is determined as the ratio between the own funds requirements for market risks associated with the transactions referred to in paragraph 1 and the total of the regulatory own funds of the credit institution, on an individual or consolidated basis, as the case may be. The ratio referred to in the first paragraph may not exceed one percent. By a decision discussed in the Council of Ministers, the King may adjust this limit according to the evolution of the needs of the real economy. Subject to the maximum ratio referred to in the second paragraph, the supervisor determines the threshold referred to in paragraph 1 for each credit institution individually, taking into account in particular the activities and risk profile of the credit institution and the impact of the threshold on the ability of the credit institution to play its supporting role for the real economy. § 3. By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, the Bank determines the detailed rules for the calculation of the ratio referred to in paragraph 2. This regulation may, under the conditions it determines: 1° exclude the own funds requirements resulting from transfers within the group which are intended to centralize risk management at the level of the credit institution from the calculation of the aforementioned ratio; 2° allow the supervisor to grant the credit institution a period to regularize its situation in exceptional circumstances partly beyond its control.

Art.

124 . In derogation of Article 119, the supervisor may authorize a credit institution to continue the run-off management of portfolios of financial instruments managed in this manner since a date prior to 1 January 2014, under the conditions he determines.

Art.

125 . The credit institution bears the burden of proof to demonstrate to the supervisor that its activities or those of its subsidiaries, as the case may be, comply with the conditions and limits determined by or pursuant to Articles 121 to 124.

Art.

126 .§ 1. Within thirty days from the determination that the threshold referred to in Article 123 has been exceeded, the credit institution submits to the supervisor a plan for approval with a detailed description of how it will reduce, cease or transfer its trading activities or those of its subsidiaries with a view to compliance with the provisions of this Chapter. § 2. To this end, the proprietary trading activities of the credit institution or its subsidiaries may be transferred in whole or in part to one or more affiliated companies outside the consolidation perimeter of the credit institution. [2When proprietary trading activities are thus transferred to an affiliated company under Belgian law, the latter must have obtained a license as a credit institution within the meaning of Article 1, § 3, first paragraph, 2° or as a stock exchange company pursuant to the Act of 25 October 2016.]2

(1)<W2016-10-25/05, art. 22, 009; Entry into force: 01-12-2016> (2)<W2021-07-11/08, art. 67, 027; Entry into force: 06-10-2022>

Art.

127 . § 1. If a credit institution fails to submit a plan as referred to in Article 126, § 1, or if the supervisor is of the opinion that this plan does not ensure sustainable compliance with the provisions of this Chapter, the supervisor may order the credit institution to take the corrective measures he deems necessary, including the cessation or transfer of the relevant proprietary trading activities. § 2. In assessing the plan referred to in Article 126, § 1, the supervisor takes into account the consequences of this plan for the stability of the financial system and for the functioning of the real economy. § 3. In the event of the transfer of proprietary trading activities to an company affiliated with the credit institution, the supervisor may make his approval of the plan referred to in Article 126, § 1 subject to conditions intended to shield the risks associated with the exercise of those activities by this company. § 4. Once the supervisor has approved the plan referred to in Article 126, § 1, he notifies his decision to the relevant credit institution and makes it available on his website.

Section III.

• Relations with trading entities

Art.

128 . Every trading entity under Belgian law must comply with the prudential requirements applicable to it on an individual basis and, where applicable, on the basis of the consolidated situation of the group or sub-group formed by the entity and its Belgian and foreign subsidiaries, without it enjoying any exemption or derogation by virtue of its inclusion in the consolidated situation of a larger group comprising one or more credit institutions.

Art.

129 . § 1. For the application of the regulatory own funds requirements and limits for large exposures, the exposures of credit institutions to connected trading entities are treated as exposures to third parties. The exposures referred to in the first paragraph may not be fully or partially exempted from the limits for large exposures pursuant to Article 400, paragraph 2, points c) or f) of Regulation No. 575/2013. § 2. By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, the Bank may subject the exposures referred to in paragraph 1 to a large exposure limit of less than 25 percent in accordance with Article 395, paragraph 6 of Regulation No. 575/2003 and require that they be subject to adequate credit protection.

Art.

130 . A credit institution may only directly or indirectly acquire or hold qualified participations in trading entities on condition that the amount of these participations is deducted from the amount of the Tier 1 core capital components and that the supervisor has given prior consent for this.

Art.

131 .§ 1. The members of the management board or, in the absence of such a board, the persons responsible for the effective management of a credit institution, may not exercise any mandate or any executive function within a trading entity. § 2. [1Without prejudice to Article 7:97 of the Code of Companies and Associations, the board of directors of a trading entity under Belgian law must include at least one independent director within the meaning of Article 3, 83°.]1 At least half of the non-executive members of the board of directors of a trading entity under Belgian law do not exercise any mandate or any executive function within a company affiliated with a trading entity.

(1)<W2021-06-27/09, art. 158, 026; Entry into force: 19-07-2021>

Section IV.

• Diverse provisions

Art.

132 . The provisions of this Chapter apply without prejudice to the other measures that may be imposed by the supervisor or the resolution authority pursuant to this Act.

Art.

133 . The King may, by a decision discussed in the Council of Ministers, taken on the advice of the Bank, take all useful measures for the implementation of the provisions resulting from international treaties or international acts adopted pursuant to such treaties, for matters governed by the provisions of this Chapter. The powers granted to the King in the first paragraph expire on 31 December 2015. Decisions adopted pursuant to this article may amend, supplement, replace or repeal the existing statutory provisions. These decisions are automatically repealed if they are not ratified by law within twelve months following their publication in the Belgian State Gazette.

TITLE III.

• Supervision of credit institutions

CHAPTER I.

• Supervision by the supervisor and the FSMA

Art.

134 .§ 1. In accordance with the distribution of competences provided for in the SSM Regulation, the supervisor ensures that each credit institution operates in accordance with the provisions of this Act, its implementing decisions and regulations and the directly applicable European regulations, without prejudice to the powers conferred on the FSMA under Article 45, § 1, first paragraph, 3°, and § 2 of the Act of 2 August 2002 [1, also as regards the requirements established pursuant to Article 65/3, first paragraph, 1°]1. [2§ 1/1. [3...]]2 § 2. In the exercise of its general tasks, the supervisor duly takes into account the consequences that its decisions, particularly in emergency situations, may have for the stability of the financial system of all other member states concerned, based on the information available at the relevant time.

(1)<W2017-11-21/08, art. 170, 014; Entry into force: 03-01-2018> (2)<W2019-05-02/25, art. 36, 019; Entry into force: 31-05-2019> (3)<W2021-06-27/09, art. 159, 026; Entry into force: 19-07-2021>

Art.

135 . For the purpose of its mission, the supervisor may have all information provided to it regarding the organization, operation, position and transactions of the credit institutions [1, as well as all recordings of telephone conversations or electronic communications or other summaries of data traffic that are in the possession of the credit institution]1. He may carry out on-site inspections and on-site review and make a copy of any data in the possession of the institution, 1° to verify whether the statutory and regulatory provisions and the provisions of the directly applicable European regulations relating to the status of credit institutions have been complied with and whether the accounting and annual accounts, as well as the statements and information submitted to him by the institution, are correct and truthful; 2° to assess the appropriateness of the policy structures, the administrative and accounting organization, internal control and the policy of the institution regarding the prospective management of its own funds requirements and liquidity; 3° to ensure that the policy of the institution is sound and prudent and that its position or its transactions cannot jeopardize its liquidity, profitability or solvency. The prerogatives referred to in the first and second paragraphs also include access to the agendas and minutes of the meetings of the various bodies of the institution and their internal committees, as well as to the related documents and to the results of the internal and/or external assessment of the operation of the aforementioned bodies.

(1)<W2016-10-25/05, art. 23, 009; Entry into force: 01-12-2016>

Art.

136 .[1In the context of supervision and in particular inspections]1, the staff of the supervisor are authorized to obtain from the leaders and employees of the credit institution all information and explanations they deem necessary for the performance of their duties and may, for this purpose, require interviews with leaders or staff members of the institution whom they designate.

(1)<W2016-10-25/05, art. 24, 009; Entry into force: 01-12-2016>

Art.

136/1 .[1Without prejudice to Article 66, second paragraph, the supervisor may, in the event of outsourcing, also exercise his inspection prerogatives as referred to in Article 135, second paragraph, with regard to the companies on which credit institutions rely in their capacity as service providers (outsourcing) [2, including third-party ICT service providers as referred to in Chapter V of Regulation 2022/2554]2, to verify that the conditions under which those services are performed do not impair the compliance of credit institutions with their statutory and regulatory obligations. The prerogatives referred to in Articles 136 and 140 may also be exercised by analogy with regard to those service providers. The competent authorities of another member state whose credit institutions, which fall under their supervisory authority, rely on service provider companies established in Belgium (outsourcing), may exercise the prerogatives referred to in the first paragraph with regard to those service providers, where applicable with the involvement of persons they authorize for this purpose. When requested to do so, the supervisor may exercise his prerogatives on behalf of those authorities.]1

(1)<Inserted by W2016-10-25/05, art. 25, 009; Entry into force: 01-12-2016> (2)<W2025-03-25/05, art. 73, 035; Entry into force: 08-05-2025>

Art.

136/2 . [1Inspection reports and more generally all documents emanating from the supervisor, which he indicates are confidential, may not be made public by credit institutions without the express consent of the supervisor. Non-compliance with this obligation is punishable by the penalties provided for in Article 458 of the Penal Code.]1

(1)<Inserted by W2017-11-21/08, art. 171, 014; Entry into force: 03-01-2018>

Art.

137 . Credit institutions must inform the FSMA and the supervisor immediately when they commence or cease the services of systematic internalizers within the meaning of Article 3, 66°.

Art.

138 .[2§ 1.]2 Without prejudice to the powers conferred on the European Central Bank pursuant to the SSM Regulation, the Bank and the FSMA conclude an agreement with a view to efficient and coordinated supervision of credit institutions. They make this agreement available on their respective websites. This agreement determines the modalities of cooperation between the Bank and the FSMA in all cases where the law provides for an opinion, consultation, information or other contact between the two institutions or where consultation between both institutions is necessary to ensure uniform application of the legislation. [1The cooperation between the Bank and the FSMA includes in particular the possibility for the Bank to request the opinion of the FSMA in the context of the assessment of compliance with the requirements imposed by or pursuant to this Act which fall under the competence of the FSMA pursuant to Article 45, § 1, first paragraph, 3° and § 2, of the Act of 2 August 2002, in particular regarding the appropriate consideration by the institution of the interests of its clients and the integrity of the market and regarding the provision by the institution to its clients of direct electronic access to a trading platform.]1 [2§ 2. The supervisor works closely with the resolution authorities and consults these authorities when this Act or Regulation No. 575/2013 so requires, and in particular when drawing up resolution plans as referred to in Article 226.]2

(1)<W2017-11-21/08, art. 172, 014; Entry into force: 03-01-2018> (2)<W2021-07-11/08, art. 68, 027; Entry into force: 23-07-2021>

Art.

139 . Relations between a credit institution and a specific client do not fall within the competence of the supervisor unless supervision of the institution requires it.

Art.

140 . The supervisor may carry out at the branches of credit institutions under Belgian law established in another member state, after prior notification to the competent authorities of that state, the inspections referred to in Article 135, second paragraph, as well as all inspections aimed at collecting or testing data on-site regarding the management and policy of the branch, as well as all data that may facilitate supervision of the credit institution, in particular in the areas of liquidity, solvency, [1 deposit and investor protection]1, limitation of large risks, administrative and accounting organization and internal control. For the same purpose and after notification to the authorities referred to in the first paragraph, he may instruct an expert he appoints to carry out all useful checks and investigations. The remuneration and costs of this expert are borne by the institution. Likewise, he may request these authorities to carry out certain of the checks and investigations referred to in the first paragraph.

(1)<W2016-10-25/05, art. 26, 009; Entry into force: 01-12-2016>

CHAPTER II.

• Prudential supervision procedure

Section I.

• Prudential supervision programme

Art.

141 .§ 1. Depending on the results of the assessment and evaluation procedure of credit institutions carried out pursuant to Article 142, the supervisor establishes his supervision programme annually. This supervision programme determines: 1° the manner in which the supervisor intends to perform his duties and allocate his resources; 2° which credit institutions will be subject to intensified supervision and which measures will be taken for this purpose in accordance with paragraph 3; 3° the programme for on-site inspections, also for the branches and subsidiaries of institutions established in another member state, respectively pursuant to Article 140 and/or 162, 183, § 2 and 214; § 2. The supervision programme is established for credit institutions for which the assessment and evaluation procedure referred to in Article 142, or the results of the stress tests referred to in Articles 143, § 1, 1° [1 and 7°, ]1 and 148, indicate significant risks to their financial solidity or infringements of the provisions of this Act, its implementing decisions or regulations or the directly applicable European regulations. The supervision programme also applies to global systemically important credit institutions (G-SICIs) or domestic systemically important credit institutions (D-SICIs) as referred to in Article 12 of Annex IV. The supervisor may at any time also include in his supervision programme all other credit institutions for which he deems it necessary to specifically monitor compliance by that institution with this Act, its implementing decisions and regulations and the directly applicable European regulations. § 3. The measures referred to in paragraph 1, 2° may in particular include: 1° increasing the number or frequency of on-site inspections at a credit institution; 2° carrying out thematic inspections for specific risks; 3° requiring additional or more frequent reporting; 4° carrying out additional or more frequent assessments of the operational, strategic or development plans of a credit institution; 5° imposing his permanent presence at a credit institution. § 4. When circumstances so require, the supervisor adapts the content of his supervision programme as referred to in paragraph 1.

(1)<W2016-10-25/05, art. 27, 009; Entry into force: 01-12-2016>

Section II.

• Prudential assessment and evaluation procedure

Art.

143. Based on the criteria of Article 143, the supervisor checks whether the provisions of this Act, its implementing decrees and regulations, and Regulation No. 575/2013 have been complied with. He evaluates the risks to which the credit institution is or may be exposed, the risks that have come to light during stress tests carried out in application of Article 148 [2 and during tests of digital operational resilience carried out in application of Chapter IV of Regulation 2022/2554] 2, and the appropriateness, in light of the aforementioned risks, of the prospective management of own funds and liquidity, as referred to in Article 94.] 1 The supervisor determines the frequency and scope of that evaluation, taking into account the size and systemic relevance of the institution concerned, as well as the nature, size, and complexity of its activities. For institutions subject to his supervisory programme in application of Article 141, the evaluation is updated at least once a year. The supervisor shall immediately inform the European Banking Authority of the results of the evaluation referred to in the first paragraph, if that evaluation reveals that a credit institution may pose a systemic risk, using the criteria referred to in Article 23 of Regulation No. 1093/2010. [1 In that evaluation, the supervisor takes into account the principle of proportionality according to the criteria published in accordance with Article 36/6, § 2, 2°, of the Act of 22 February 1998.] 1

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(1)<W 2021-07-11/08, art. 69, 027; Inwerkingtreding : 23-07-2021> (2)<W 2025-03-25/05, art. 74, 035; Inwerkingtreding : 08-05-2025>

Art. 142/1. [1 The supervisor may adapt the evaluation procedure referred to in Article 142 for credit institutions that have a comparable risk profile because their business models or the geographical location of their risk exposures are comparable. In this adaptation, which may involve the use of risk-oriented reference indicators and quantitative indicators, account must nevertheless be taken of the specific risks to which each credit institution is or may be exposed, and no prejudice is done to the specific character of the institution concerned with regard to the measures imposed under Article 149. When the supervisor makes use of the possibility provided for in the first paragraph, he informs the EBA thereof.] 1

(1)<Ingevoegd bij W 2021-07-11/08, art. 70, 027; Inwerkingtreding : 23-07-2021>

Art. 142/2. [1 When the supervisor, on the basis of the testing and evaluation referred to in Article 142, in particular of the governance arrangement, the business model, and the activities, has good reason to suspect that there is money laundering or terrorist financing, an attempt thereof, or an increased risk thereof, in connection with the credit institution, he informs the EBA and, if the supervisor is not the Bank, the Bank in its capacity as the competent authority for supervising the credit institution's compliance with the Act of 18 September 2017, thereof immediately. In the event of a possible increased risk of money laundering or terrorist financing, the supervisor and, where applicable, the Bank, contact each other and inform the EBA immediately of their joint assessment, without prejudice to the application of any measure provided for in this Act or the Act of 18 September 2017.] 1

(1)<Ingevoegd bij W 2021-07-11/08, art. 71, 027; Inwerkingtreding : 28-06-2021>

Art. 143. § 1. The testing and evaluation carried out by the supervisor in application of Article 142 not only aim to check whether the credit and market risks and the operational risks as referred to in Articles 5 to 7 of Annex I are managed, but also specifically cover the following aspects: 1° the results of the stress tests carried out by the credit institution applying the internal ratings-based approach in accordance with Article 177 of Regulation No. 575/2013; 2° the exposure to and the management by the institution of concentration risk, including compliance with the requirements laid down in Article 3 of Annex I, in Part 4 of Regulation No. 575/2013 and in the regulations established by the Bank in application of Article 98; 3° the robustness, appropriateness, and manner of application of the policies and procedures followed by the institution with a view to managing the residual risk associated with the use of recognized credit risk mitigation techniques; 4° the extent to which the own funds held by the credit institution with regard to the assets it has securitised are sufficient in light of the economic interest of the transaction, including the extent to which there is risk transfer. The supervisor checks whether the institution concerned retains part of the risk associated with the assets that are the subject of a securitisation transaction by providing implicit support. If it appears that an institution has provided implicit support more than once, the supervisor may take the measures he deems necessary, taking into account the fact that the likelihood in this case is greater that the institution will provide such support in the future in the context of a securitisation transaction; 5° the exposure to and the measurement and management of liquidity risk by the institution, including:

• the preparation of analyses based on scenarios other than those provided for by Regulation No. 575/2013 and by the regulations established by the Bank in application of Article 98;
• the management of factors that can mitigate liquidity risk (in particular the size, composition, and quality of liquidity buffers);
• the introduction of effective contingency plans. The supervisor regularly subjects the institution's overall liquidity risk management to a thorough evaluation and ensures that the internal methods for evaluating liquidity risk are sound. In doing so, the supervisor takes into account the role the institution plays on the financial markets and the impact its decisions may have on the stability of the financial system in the other Member States concerned; 6° the impact of the diversification effects of risks and/or risk exposures and the manner in which those effects are processed in the risk evaluation system; 7° the results of the stress tests carried out by the institution using an internal model for the calculation of own funds requirements for market risk, in accordance with Part 3, Title IV, Chapter 5 of Regulation No. 575/2013, and the regulations established by the Bank in application of Article 5, § 5 of Annex I; 8° the geographical location of the institution's exposures; 9° the business model of the institution; 10° [1...] 1 11° the appropriate and prudent character of the valuation rules used by the credit institution. The write-downs carried out in accordance with Article 105 of Regulation No. 575/2013 must enable the institution to sell or hedge its positions in normal market conditions in a short period of time without suffering significant losses; 12° [1 the institution's exposure to interest rate risk arising from activities outside the trading book. Without prejudice to Article 149, the supervisor imposes measures at least in the following cases to remedy the situation identified:
• if the economic value of own funds referred to in Article 6, § 1 of Annex I decreases by more than 15% of the institution's tier 1 capital as a result of a sudden and unexpected change in interest rates as described in one of the six crisis scenarios applied to interest rates established in accordance with the EBA's technical standards;
• if an institution faces a significant decrease in its net interest income referred to in Article 6, § 1 of Annex I as a result of a sudden and unexpected change in interest rates as described in one of the two crisis scenarios applied to interest rates established in accordance with the EBA's technical standards. Notwithstanding the second paragraph, the supervisor is not obliged to take prudential or recovery measures if, on the basis of the testing and evaluation referred to in this paragraph, he is of the opinion that the institution manages the interest rate risk arising from activities outside the trading book adequately and that the institution is not excessively exposed to this risk. For the purpose of this point 12°, the supervisor also has the possibility to further determine hypotheses for modelling and parameters, except those established by the EBA under Article 98, paragraph 5bis, point b), of Directive 2013/36/EU, which institutions must take into account in their calculation of the economic value of own funds pursuant to Article 6, paragraph 1 of Annex I;] 1 13° the institution's exposure to leverage risk, as represented by indicators of excessive leverage, in particular the leverage ratio established in accordance with Article 429 of Regulation No. 575/2013; In his assessment of the adequacy of the institution's leverage ratio and the appropriateness of the regulations, strategies, procedures, and mechanisms applied with a view to managing leverage risk, the supervisor takes into account the business model of the institution concerned; 14° the organisational structure of the credit institution as referred to in Article 21 and the ability of the members of the statutory governing body and of the management committee to perform their duties. § 2. The supervisor may establish the quantitative and qualitative criteria on which he bases his assessment of the size of the risks and the appropriateness of their treatment by credit institutions, if necessary by regulation established in application of Article 12bis, § 2 of the Act of 22 February 1998.

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(1)<W 2021-07-11/08, art. 72, 027; Inwerkingtreding : 23-07-2021>

Afdeling III.

• Onderzoek van de interne benaderingen en methodes

Art. 144. § 1. The supervisor regularly investigates, and at least every three years, whether the internal approaches for the calculation of regulatory own funds requirements comply with Regulation No. 575/2013 and with the regulations established in application of Articles 1, § 6 and 5, § 5 of Annex I. He also investigates whether the credit institutions that have obtained permission to use these approaches comply with the conditions for this use that were previously established by the supervisor. He takes into account in particular changes in the institution's activities and the application of these approaches to new products. § 2. The supervisor tests and evaluates in particular whether the institutions using internal approaches as referred to in paragraph 1, [1use] 1 well-developed techniques and practices that are updated.

(1)<W 2022-07-20/40, art. 332, 031; Inwerkingtreding : 06-10-2022>

Art. 145. § 1. When the supervisor finds that the internal approach used by a credit institution shows significant shortcomings in capturing risks, he requires the institution to take appropriate measures to remedy this situation and limit its consequences, and imposes, where applicable, an increase in the multiplication coefficients, or of the specific own funds requirements in application of Article 149. § 2. If a large number of exceedances, within the meaning of Article 366 of Regulation No. 575/2013, indicate that an internal model for market risk is insufficiently accurate, the supervisor may withdraw the permission to use this internal model or impose concrete measures to ensure that this model is improved as soon as possible. § 3. When he finds that a credit institution that has obtained permission to use an internal approach for the calculation of regulatory own funds requirements no longer complies with the conditions for the use of this approach, the supervisor requires the institution to submit a plan to comply again with the conditions, with a schedule, or that the institution demonstrates that the effect of non-compliance with the conditions is negligible, given Regulation No. 575/2013. The supervisor requires that the plan to comply again with the conditions be modified if he is of the opinion that its implementation cannot lead to compliance with the conditions or if he is of the opinion that the period proposed by the credit institution to comply again with the conditions is inadequate or unrealistic. If the supervisor is of the opinion that the institution will not be able to comply with the conditions for the use of the internal approach within the period he deems appropriate, he withdraws the permission to use the aforementioned internal approach or limits its use to the domains for which the conditions are met or can be met within a period that the supervisor deems appropriate.

Art. 146. <Opgeheven bij W 2021-07-11/08, art. 73, 027; Inwerkingtreding : 23-07-2021>

Art. 147. § 1. Credit institutions that have obtained permission to use internal approaches for the calculation of risk volume or own funds requirements, with the exception of operational risk, share annually, or at the request of the supervisor, the results of the calculations concerning their internal approaches for their exposures or positions included in the benchmark portfolios. They add an explanation of the methods used to this data. § 2. For the communication referred to in paragraph 1, credit institutions use the model drawn up by the European Banking Authority, except for the communication of the results of the calculations for specific portfolios that the supervisor may request, where applicable, which are communicated separately. [1 § 2/1. The supervisor checks, on the basis of the information submitted by credit institutions in accordance with paragraph 1, the scope of the risk-weighted items or, where applicable, the own funds requirements, with the exception of operational risk, for the exposures or transactions that are the result of the internal approaches of the credit institutions concerned. Based on the report drawn up by the EBA pursuant to Article 78, paragraph 3 of Directive 2013/36/EU, a comparative analysis of the quality of these approaches is carried out at least once a year, with particular attention being paid to: 1° approaches that show significant differences in own funds requirements for the same exposure; 2° approaches with particularly high or particularly low diversification, as well as approaches with significant and systematic undervaluation of own funds requirements.] 1 § 3. [1 The supervisor requires corrective measures if he finds that the internal approach used by a credit institution deviates significantly from the other approaches used in the sector and if he demonstrates that this approach leads to an undervaluation of the own funds requirements for the institution concerned, which cannot be attributed to differences in the underlying risks to which this institution is exposed.] 1 [1 4. The supervisor ensures that the corrective measures referred to in paragraph 3 do not lead to standardisation or a tendency to use certain methods, do not create unjustified incentives, and do not trigger imitation behaviour.] 1

(1)<W 2021-07-11/08, art. 74, 027; Inwerkingtreding : 23-07-2021>

Afdeling IV.

• Stresstests

Art. 148. If he is of the opinion that the stress tests carried out in accordance with Article 23 of Regulation No. 1093/2010 yield insufficient results, the supervisor subjects credit institutions to specific prudential stress tests, taking into account the specific characteristics of the [1 banking and financial sector] 1 in Belgium, to facilitate the testing and evaluation procedure referred to in Article 142.

(1)<W 2016-10-25/05, art. 28, 009; Inwerkingtreding : 01-12-2016>

Afdeling V.

• Prudentiële maatregelen

Art. 149. [1 On the basis of the results of the testing and evaluation procedure carried out in accordance with Article 142, as well as in the event of application of Article 143, § 1, 11° or 12° or Article 145, § 3, the supervisor may, according to the modalities determined in Article 150, impose on the credit institution concerned a specific own funds requirement in addition to the own funds requirements imposed by or pursuant to Regulation No. 575/2013, the regulations established in application of Article 98, and Article 95, to take into account the risks to which that credit institution is or may be exposed. The supervisor determines how the credit institution concerned must comply with this specific own funds requirement. To that end, the supervisor may also impose any other measures referred to in Article 234, § 2. Without prejudice to Article 18 of Regulation No. 575/2013, the supervisor may furthermore require that a regulated or unregulated undertaking be included in the consolidation perimeter when the risk profile of the credit institution on a consolidated or, where applicable, sub-consolidated basis, as it appears from the consolidation perimeter, is inadequate.] 1

(1)<W 2021-07-11/08, art. 75, 027; Inwerkingtreding : 23-07-2021>

Art. 150. [1 § 1. On the basis of the results of the testing and evaluation procedure carried out in accordance with Article 142 and of the investigation of the internal approaches referred to in Articles 144 and 145, the supervisor imposes the specific own funds requirement referred to in the first paragraph of Article 149 in the following cases: 1° the credit institution holds risks that are not or insufficiently covered by the own funds requirements referred to in Parts three, four, and seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402, as specified in Article 150/1, in the regulations established in application of Article 98, and in Article 95; 2° the write-downs referred to in Article 143, § 1, 11° are insufficient to enable the credit institution to sell or hedge its positions under normal market conditions in a short period of time without suffering significant losses; 3° the investigation carried out in accordance with Article 145, § 3 shows that non-compliance with the conditions for the application of an approved internal approach may result in the institution concerned no longer complying with the applicable regulatory own funds requirements; 4° the credit institution has repeatedly failed to establish or maintain an adequate level of additional own funds to comply with the recommendations for additional own funds communicated in accordance with Article 150/5, § 3; 5° any other institution-specific situation that, in the supervisor's assessment, gives rise to material risks. § 2. The measure referred to in the first paragraph of Article 149 is imposed only to cover the risks that the credit institution concerned runs through its activities, including the effect of changes in the economic situation and developments on the financial markets on its risk profile.] 1

(1)<W 2021-07-11/08, art. 76, 027; Inwerkingtreding : 23-07-2021>

Art.

150/1 § 1. For the application of Article 150, § 1, 1°, risks or aspects of risks are deemed not or not sufficiently covered by the own funds requirements referred to in Parts Three, Four and Seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402 only when the amounts, categories, distribution and/or quality of the own funds required to meet these own funds requirements are at a lower level than those the supervisor considers adequate, taking into account the prospective management of own funds requirements referred to in Article 94. The own funds deemed adequate by the supervisor cover all risks or aspects of risks identified as material in the assessment referred to in paragraph 2 and not or not sufficiently covered by the own funds requirements referred to in Parts Three, Four and Seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402.

§ 2. For the application of paragraph 1, the supervisor assesses, taking into account the risk profile of each individual institution, the risks to which the credit institution is exposed, including: 1° credit institution-specific risks or aspects of such risks that are explicitly not taken into account for the calculation of the own funds requirements referred to in Parts Three, Four and Seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402 or that are not explicitly addressed in these requirements; 2° credit institution-specific risks or aspects of such risks that may be underestimated despite compliance with the applicable requirements referred to in Parts Three, Four and Seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402, without prejudice to the benefit of transitional provisions established by or under this Act and by directly applicable European regulations, whereby earlier provisions are declared applicable or new provisions of this Act or of the aforementioned regulations are gradually declared applicable.

§ 3. Interest rate risks arising from activities outside the trading book may be deemed material, at least in the cases referred to in [Article 143, § 1, 12°], unless the supervisor, after the testing and evaluation procedure carried out in accordance with Article 142, concludes that the credit institution manages the interest rate risk arising from its activities outside the trading book in an adequate manner and that the credit institution is not excessively exposed to the interest rate risk it incurs in activities outside the trading book.]

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(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 77, 027; Entry into force: 23-07-2021> (2) <Act of 5 July 2022 (2022-07-05/06), art. 46, 030; Entry into force: 29-07-2022>

Art. 150/2 [1 When additional own funds are required to address risks other than the excessive leverage risk, the supervisor determines the level of additional own funds required to meet the specific own funds requirement imposed under Article 149, first paragraph, in the situations referred to in Article 150, § 1, 1°, as the difference between the own funds the supervisor considers adequate in accordance with Article 150/1, § 1 and the own funds resulting from the requirements applicable under Parts Three and Four of Regulation No. 575/2013 and Chapter 2 of Regulation No. 2017/2402. When additional own funds are required to address the excessive leverage risk not sufficiently covered by the leverage ratio requirement referred to in Article 92(1)(d) of Regulation No. 575/2013, the supervisor determines the level of additional own funds as required to meet the specific own funds requirement imposed under Article 149, first paragraph, in the situations referred to in Article 150, § 1, 1°, as the difference between the own funds the supervisor considers adequate under Article 150/1, § 1 and the own funds resulting from the own funds requirements applicable under Parts Three and Seven of Regulation No. 575/2013.]

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(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 78, 027; Entry into force: 23-07-2021>

Art. 150/3 [1 § 1. A credit institution must meet the specific own funds requirement imposed under Article 149, first paragraph, to address risks other than the excessive leverage risk with own funds that meet the following conditions: 1° at least three quarters of the specific own funds requirement are met with Tier 1 capital; 2° at least three quarters of the Tier 1 capital referred to in point 1° consist of Tier 1 core capital. A credit institution must meet the specific own funds requirement imposed under Article 149, first paragraph, with regard to addressing the excessive leverage risk with Tier 1 capital.

§ 2. In derogation from paragraph 1, the supervisor may require that a higher percentage of Tier 1 capital or Tier 1 core capital be used to meet the specific own funds requirement, if he deems it necessary given the specific circumstances of a credit institution.

§ 3. Own funds already used to meet the specific own funds requirement imposed under Article 149, first paragraph, to address risks other than the excessive leverage risk, may not be taken into account by the credit institution to meet: 1° the own funds requirements referred to in Article 92(1)(a), (b) and (c) of Regulation No. 575/2013; 2° the overall capital buffer requirement referred to in Article 96; 3° the guidelines on additional own funds referred to in Article 150/5 when those guidelines address risks other than the excessive leverage risk.

§ 4. Own funds already used to meet the specific own funds requirement imposed under Article 149, first paragraph, with a view to addressing the excessive leverage risk not sufficiently covered by the leverage ratio requirement referred to in Article 92(1)(d) of Regulation No. 575/2013, may not be taken into account by the credit institution to meet: 1° the own funds requirement referred to in Article 92(1)(d) of Regulation No. 575/2013; 2° the leverage ratio buffer requirement referred to in Article 92(1bis) of Regulation No. 575/2013; 3° the guidelines on additional own funds referred to in Article 150/5 when those guidelines address the excessive leverage risk.]

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(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 79, 027; Entry into force: 23-07-2021>

Art. 150/4 [1 In the framework of its duty to give reasons, the supervisor justifies in writing the decision to impose a specific own funds requirement in accordance with Article 149, first paragraph, at least by clearly setting out the full assessment of the data referred to in Articles 150 to 150/3. In the situation referred to in Article 150, § 1, 4°, this document includes a specific statement of the reasons why the guidelines on additional own funds are no longer considered adequate.]

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(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 80, 027; Entry into force: 23-07-2021>

Art. 150/5 [1 § 1. On the basis of the prospective management of own funds requirements referred to in Article 94, a credit institution establishes its internal own funds at an appropriate level that is sufficiently high to cover all risks to which it is exposed and to absorb potential losses resulting from crisis scenarios, including those identified in the context of the prudential stress tests referred to in Article 148.

§ 2. The supervisor regularly tests the level of internal own funds referred to in paragraph 1 as part of the prudential assessment and evaluation procedure and of the investigations carried out in accordance with Articles 142, 144 and 145, including the results of the stress tests referred to in Article 148.

§ 3. On the basis of that investigation, the supervisor determines for each credit institution the general level of own funds that he considers appropriate. He communicates to the institution concerned the resulting guidelines on the amount of additional own funds required to reach this general level.

§ 4. The amount of additional own funds referred to in paragraph 3, second paragraph, is the amount of own funds above the amount of own funds required under Parts Three, Four and Seven of Regulation No. 575/2013, Chapter 2 of Regulation No. 2017/2402, Articles 96 and 149, first paragraph, and, where applicable, under Article 92(1bis) of Regulation No. 575/2013, that is necessary to reach the general level of own funds that the supervisor considers appropriate under paragraph 3, first paragraph.

§ 5. The guidelines on additional own funds referred to in paragraph 3, second paragraph, are credit institution-specific. These guidelines may relate to risks addressed by the specific own funds requirement imposed under Article 149, first paragraph, insofar as they relate to aspects of those risks not yet addressed by that specific own funds requirement.

§ 6. Own funds already used to meet the guidelines on additional own funds for addressing risks other than the excessive leverage risk may not be taken into account by the credit institution to meet: 1° the own funds requirements referred to in Article 92(1)(a), (b) and (c) of Regulation No. 575/2013; 2° the specific requirement imposed under Article 149 to address risks other than the excessive leverage risk; 3° the overall Tier 1 core capital buffer requirement referred to in Article 96.

§ 7. Own funds already used to meet the guidelines on additional own funds intended to address the excessive leverage risk may not be taken into account by the credit institution to meet: 1° the own funds requirement referred to in Article 92(1)(d) of Regulation No. 575/2013; 2° the specific requirement imposed under Article 149 to address the excessive leverage risk; 3° where applicable, the leverage ratio buffer requirement referred to in Article 92(1bis) of Regulation No. 575/2013.

§ 8. If the credit institution complies with the applicable own funds requirements referred to in Parts Three, Four and Seven of Regulation No. 575/2013 and in Chapter 2 of Regulation No. 2017/2402, in Article 149, first paragraph, in Article 96 and, where applicable, with the requirement referred to in Article 92(1bis) of Regulation No. 575/2013, non-compliance with the guidelines on additional own funds does not give rise to the restrictions referred to in Article 99 or 102/2.]

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(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 81, 027; Entry into force: 23-07-2021>

Art. 150/6 [1 The supervisor informs the relevant resolution authorities of the specific own funds requirement imposed on a credit institution under Article 149, first paragraph, and of the guidelines on additional own funds communicated to an institution in accordance with Article 150/5, § 3, second paragraph.]

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(1) <Inserted by Act of 11 July 2021 (2021-07-11/08), art. 82, 027; Entry into force: 23-07-2021>

Art. 151 When the supervisor is of the opinion that the liquidity risk to which a credit institution is or may be exposed justifies it, the supervisor may impose specific liquidity standards on that institution in addition to the liquidity standards established in Regulation No. 575/2013 and in the regulations established pursuant to Article 98. The supervisor takes into account the following: 1° the business model of the institution; 2° the result of the testing and evaluation procedure referred to in Article 142, in particular when the supervisor decides that the minimum liquidity requirements established in Regulation No. 575/2013 and in the regulations established pursuant to Article 98, or those established by the institution itself pursuant to Article 94, underestimate the actual risks incurred by the institution or feared to occur; 3° the organizational arrangements and measures introduced by the institution to ensure that risks are controlled, in particular the liquidity risk referred to in Article 8 of Annex I; 4° [1 ...]

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(1) <Act of 11 July 2021 (2021-07-11/08), art. 83, 027; Entry into force: 23-07-2021>

Art. 152 The supervisor may decide to set a deadline for the measures imposed in accordance with Articles 149 and 151. The application of these provisions does not detract from the application of other provisions of this Act, in particular Article 234 [1 , nor from the application of measures established in other laws, decrees or regulations]1.

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(1) <Act of 11 July 2021 (2021-07-11/08), art. 84, 027; Entry into force: 23-07-2021>

Art. 153 The supervisor informs the European Banking Authority of: 1° the operation of its testing and evaluation procedure as referred to in Article 142; 2° the method used to ensure that decisions taken pursuant to Articles 143 to 151, and 234 are based on the testing and evaluation procedure carried out in accordance with Article 142.

Section VI. <Repealed by Act of 11 July 2021 (2021-07-11/08), art. 85, 027; Entry into force: 23-07-2021>

Art. 154 <Repealed by Act of 11 July 2021 (2021-07-11/08), art. 85, 027; Entry into force: 23-07-2021>

CHAPTER III.

• Supervision of activities exercised in another Member State

Section I.

• Definitions

Art. 155 For the application of this Chapter, the following are understood: 1° home Member State: the Member State in which a credit institution has been granted a license, in this case Belgium; 2° host Member State: the Member State in which a Belgian credit institution has a branch or provides services; 3° the supervisor: the supervisor in his capacity as the competent authority of the home Member State.

Section II.

• Supervision of activities

Art. 156 § 1. The supervision exercised by the supervisor in accordance with Title III, Chapter I [1 also covers the activities]1 that credit institutions exercise through the establishment of [1 branches or the provision of services in other Member States]1 . The supervision referred to in the first paragraph leaves the supervision on a consolidated basis unaffected.

§ 2. In the exercise of his duties, the supervisor duly takes into account the consequences that his decisions, particularly in emergency situations, may have on the stability of the financial system of all other involved Member States, based on the information available at the relevant time.

---

(1) <Act of 20 July 2022 (2022-07-20/40), art. 333, 031; Entry into force: 06-10-2022>

Section III.

• Exceptional measures

Art. 157 § 1. [1 When the competent authorities of another Member State where a Belgian credit institution has established a branch or carries out activities as referred to in Article 4, in the context of the provision of services, inform the supervisor that the Belgian legal provisions established pursuant to Directive 2013/36/EU or Regulation No. 575/2013 are not complied with or that there is a significant risk of non-compliance, the supervisor takes all appropriate measures as soon as possible, in particular those referred to in Articles 234 to 236, or has them taken, to ensure that this irregular situation is remedied. The supervisor communicates these measures without delay to the competent authority of the host Member State.]

§ 2. If the supervisor withdraws the license of the credit institution exercising activities in another Member State through the establishment of a branch or the provision of services, he informs the competent authority of the host Member State thereof without delay.

§ 3. If the competent authority of the host Member State has taken precautionary measures in an emergency situation pending the supervisor taking appropriate measures or remedial measures, the latter may submit a measure against which he objects to the European Banking Authority in accordance with Article 19 of Regulation No. 1093/2010 and request assistance.

---

(1) <Royal Decree of 25 April 2014 (2014-04-25/08), art. 397, 002; Entry into force: indefinite, enters into force on the date of entry into force of Articles 40, 41, 43, 49, 50 and 51 of Directive 2013/36/EU pursuant to Article 151 of that directive>

Section IV.

• Cooperation

Art. 158 [1 § 1. In order to supervise the activities of credit institutions exercised in other Member States through a branch, the supervisor works closely with the competent authority of the host Member State. The supervisor provides the competent authority of the host Member State with all data concerning the governance and [2 the shareholding structure]2 of the credit institutions concerned that facilitate the supervision of these credit institutions and the examination of the conditions for granting a license to these credit institutions, as well as all data that facilitate the monitoring of these credit institutions, particularly in the areas of liquidity, solvency, deposit guarantee, limitation of large exposures, other factors that may influence the systemic risk they form, administrative and accounting organization, and internal control mechanisms.

§ 2. The supervisor immediately provides the competent authority of the host Member State with all information and findings regarding liquidity supervision carried out in accordance with Articles 412 to 414 of Regulation No. 575/2013, Articles 149, 151, 234, § 2 and Article 8 of Annex I to this Act, on the activities that a Belgian credit institution carries out through its branches, insofar as that information and findings are relevant for the protection of depositors or investors in the relevant host Member State.

§ 3. The supervisor immediately informs the competent authority of the host Member State if a [2 serious liquidity problem]2 occurs or if it is reasonably expected that a [2 serious liquidity problem]2 will occur. This notification also includes further details on the planning and implementation of a recovery plan and on all prudential supervisory measures taken in that regard.

§ 4. At the request of the competent authority of the host Member State, the supervisor communicates and explains how the information and findings communicated by the competent authority of the host Member State were taken into account. If the supervisor disagrees with the measures that must be taken by a competent authority of the host Member State to prevent further [2 shortcomings]2 in order to protect the interests of depositors, investors and other persons for whom services are provided or to safeguard the stability of the financial system, he may submit the matter to the European Banking Authority in accordance with Article 19 of Regulation No. 1093/2010.

§ 5. The supervisor may also submit situations where a request for cooperation, in particular a request for the exchange of information, has been refused or not honored within a reasonable time to the European Banking Authority in accordance with Article 19 of Regulation No. 1093/2010.]

---

(1) <Royal Decree of 25 April 2014 (2014-04-25/08), art. 398, 002; Entry into force: indefinite, enters into force on the date of entry into force of Articles 40, 41, 43, 49, 50 and 51 of Directive 2013/36/EU pursuant to Article 151 of that directive> (2) <Act of 20 July 2022 (2022-07-20/40), art. 334, 031; Entry into force: 06-10-2022>

Section V.

• Significant branches

Art. 159 If the competent authority of the host Member State requests the supervisor to designate a branch of a credit institution under Belgian law in another Member State as significant within the meaning of Article 51 of Directive 2013/36/EU, the supervisor shall do everything in his power to reach a joint decision with the competent authority of the host Member State and with the consolidating supervisor, if the supervisor himself does not have that capacity, regarding the designation of the branch as significant. The joint decisions, as referred to in the first paragraph, are put in writing with a full statement of reasons and are sent to the relevant competent authorities of the host Member States. If no joint decision is taken within two months after receipt of a request as referred to in the first paragraph, the supervisor shall recognize and apply the decision of the competent authority of the host Member State taken within an additional period of two months regarding the significant or non-significant nature of the branch.

Art. 160 § 1. The supervisor sends the competent authorities of the host Member States where a significant branch is established the information referred to in Article 180, § 2, second paragraph, 3° and 4°, and carries out the tasks referred to in Article 172, § 1 in cooperation with those competent authorities.

§ 2. If the supervisor becomes aware of an emergency situation within the meaning of Article 36/14, § 1, 1°, second paragraph of the Act of 22 February 1998, he immediately warns the authorities referred to in that same article.

§ 3. The supervisor communicates to the competent authorities of the Member States where significant branches are established the results of the risk assessments of institutions with such branches referred to in Article 142 and, where applicable, in Article 174, § 2. He also communicates the decisions under Articles 146, 149, 150, 151 and 234, insofar as those assessments and decisions are relevant for those branches.

§ 4. If this is relevant for the liquidity risks in the currency of the relevant Member State, the supervisor consults the competent authorities of the Member States where significant branches are established on the operational measures required under Article 57, § 5.

Art.

161 .§ 1. If no college of competent authorities as referred to in Article 178 has been established, the supervisor shall establish a college of competent authorities presided over by him for a credit institution with significant branches in other Member States [1 to facilitate cooperation under Articles 158 and 160]1. After consulting the competent authorities of the host Member States concerned, the supervisor shall lay down in writing the arrangements for the establishment and functioning of the college. The supervisor decides which competent authorities of the host Member States participate in a meeting or activity of the college. § 2. In his decision regarding participation in the college, the supervisor takes into account the relevance of the supervisory activities to be planned or coordinated for the competent authorities concerned and in particular the consequences that this decision may have for the stability of the financial system in the Member States concerned [1 as referred to in Article 134, § 2 and Article 156, § 2 as well as the obligations referred to in Article 160]1. § 3. The supervisor informs all members of the college fully in advance about the holding of meetings, the main agenda items and the activities to be considered. He also informs all members of the college fully and promptly about the measures taken during these meetings or about the actions taken to implement them.

( 1 )<KB 2014-04-25/08 , art. 399, 002; Inwerkingtreding : onbepaald , treedt in werking op de datum van inwerkingtreding van de artikelen 40, 41, 43, 49, 50 en 51 van Richtlijn 2013/36/EU overeenkomstig artikel 151 van die richtlijn>

Afdeling VI.

• Controle ter plaatse

Art.

162 . § 1. The supervisor may, at credit institutions operating in another Member State through a branch, after prior notice to the competent authority of the host Member State, if necessary with the involvement of an expert appointed by him, check on the spot the information referred to in Article 158 and inspect such branches. § 2. The supervisor may also use one of the other procedures referred to in Article 214 for the inspection of the branches. § 3. In drawing up his program for prudential supervision as referred to in Article 141, the supervisor duly takes into account the information and findings he has obtained from the competent authority of the host Member State, and also pays attention to the stability of the financial system of the Member States where branches of the credit institution concerned are located. § 4. The on-site checks and inspections of branches by the supervisor take place in accordance with the law of the Member State where the check or inspection takes place.

Afdeling VII.

• Situaties waarin een Belgische kredietinstelling een bijkantoor heeft gevestigd in een deelnemende lidstaat

Art.

163 . For the tasks entrusted to the European Central Bank pursuant to Article 4 of the SSM Regulation, in cases where it is the supervisor of a credit institution that has established one or more branches on the territory of one or more participating Member States, the provisions concerning cooperation and exchange of information between competent authorities do not apply when the European Central Bank is the only competent authority involved.

HOOFDSTUK IV.

• Groepstoezicht

Afdeling I.

• Definities

Art.

164 .§ 1. [3 Without prejudice to the definitions contained in Article 3 of this Act, for the purposes of this Chapter, of Articles 95 and 96 and of Annex IV to this Act, as well as of the implementing decisions and regulations thereof, understand:]3 1° [3 ...]3 2° financial conglomerate: [3 a group within the meaning of paragraph 4, or a subgroup]3 of which at least one of the subsidiaries is a regulated undertaking and which meets the following conditions: a) when a regulated undertaking stands at the head of the group or subgroup: i) this undertaking is a parent undertaking of an undertaking in the financial sector, an undertaking holding a participation in an undertaking in the financial sector, or an undertaking associated with an undertaking in the financial sector in the form of a consortium; ii) at least one of the entities in the group or subgroup is an undertaking from the insurance sector and at least one of the entities in the group is an undertaking from the banking sector or the investment services sector, and iii) the consolidated and/or aggregated activities of the entities belonging to the group or subgroup from the insurance sector and of the entities from the banking sector and the investment services sector are significant within the meaning of Article 186, § 3 of this Act; or b) when no regulated undertaking stands at the head of the group or subgroup: i) the activities of the group or subgroup take place mainly in the financial sector within the meaning of Article 186, § 2; ii) at least one of the entities in the group or subgroup is an undertaking from the insurance sector and at least one of the entities in the group or subgroup is an undertaking from the banking sector or the investment services sector, and iii) the consolidated and/or aggregated activities of the entities belonging to the group or subgroup from the insurance sector and of the entities from the banking sector and the investment services sector are significant within the meaning of Article 186, § 3; 3° the financial sector: the sector consisting of one or more of the following undertakings: a) a regulated undertaking that is a credit institution, a financial institution, an undertaking providing ancillary services; these undertakings belong to the same financial sector, which is called the "banking sector"; b) a regulated undertaking that is an insurance or reinsurance undertaking, an insurance holding; these undertakings belong to the same financial sector, which is called the "insurance sector"; c) [2 a regulated undertaking that is an investment firm, an undertaking providing ancillary services within the meaning of Article 2, 2° of the Act of 25 October 2016, a financial institution [3 ...]3; these undertakings belong to the same financial sector, which is called the "investment services sector"]2; 4° undertaking providing ancillary services: an undertaking whose main activity consists in owning or managing real estate, managing data processing services or any other similar activity that, relative to the main activity of one or more credit institutions, has the character of a supporting activity; [3 5° approved financial holding or mixed financial holding: a financial holding or mixed financial holding to which approval has been granted pursuant to Article 212/1 or in accordance with the legislation transposing Article 21bis, paragraph 1 of Directive 2013/36/EU into the law of the Member State under whose law the financial holding or mixed financial holding falls; 6° designated credit institution: a credit institution designated pursuant to Article 212/2, § 1, 3° or Article 212/7, § 1, second paragraph, 4° or in accordance with the legislation transposing Article 21bis, paragraph 4, point c) or paragraph 6, point d) of Directive 2013/36/EU into the law of the Member State under whose law the exempted or supervised financial holding or mixed financial holding falls; 7° designated financial holding or mixed financial holding: a financial holding or mixed financial holding designated pursuant to Article 212/2, § 1, 3° or Article 212/7, § 1, second paragraph, 4° or in accordance with the legislation transposing Article 21bis, paragraph 4, point c) or paragraph 6, point d) of Directive 2013/36/EU into the law of the Member State under whose law the exempted or supervised financial holding or mixed financial holding falls; 8° exempted financial holding or mixed financial holding: a financial holding or mixed financial holding that is exempted pursuant to Article 212/2 or in accordance with the legislation transposing Article 21bis, paragraph 4 of Directive 2013/36/EU into the law of the Member State under whose law the financial holding or mixed financial holding concerned falls.]3 § 2. [2 Without prejudice to Article 3 of this Act and paragraph 1 of this Article, for the purposes of [3 consolidated supervision]3 as included in Sections II and IV of this Chapter and the implementing decisions and regulations thereof, understand : [3 1° mother credit institution in a Member State: a credit institution that is the overarching parent undertaking in a Member State, i.e., a credit institution that has a credit institution, a financial institution or an undertaking providing ancillary services as a subsidiary or that holds a participation in a credit institution, a financial institution or an undertaking providing ancillary services, and that itself is not a subsidiary of a credit institution to which a license has been granted in the same Member State or of a financial holding or mixed financial holding falling under the law of the same Member State; 2° Belgian mother credit institution: a credit institution that is the overarching parent undertaking in Belgium, i.e., a credit institution under Belgian law that has a credit institution, a financial institution or an undertaking providing ancillary services as a subsidiary or that holds a participation in a credit institution, a financial institution or an undertaking providing ancillary services, and that itself is not a subsidiary of a credit institution under Belgian law or of a financial holding or mixed financial holding under Belgian law; 3° EEA mother credit institution: a credit institution that is the overarching parent undertaking in the EEA, i.e., a mother credit institution in a Member State that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State; 4° Belgian EEA mother credit institution: a Belgian credit institution that is the overarching parent undertaking in the EEA, i.e., a Belgian mother credit institution that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State; 5° financial mother holding in a Member State: a financial holding that is the overarching parent undertaking in a Member State, i.e., a financial holding that itself is not a subsidiary of a credit institution to which a license has been granted in the same Member State or of a financial holding or mixed financial holding falling under the law of the same Member State; 6° Belgian financial mother holding: a financial holding that is the overarching parent undertaking in Belgium, i.e., a financial holding under Belgian law that itself is not a subsidiary of a credit institution under Belgian law or of a financial holding or mixed financial holding under Belgian law; 7° financial EEA mother holding: a financial holding that is the overarching parent undertaking in the EEA, i.e., a financial mother holding in a Member State that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State; 8° Belgian financial EEA mother holding: a Belgian financial holding that is the overarching parent undertaking in the EEA, i.e., a Belgian financial mother holding that is not a subsidiary of a credit institution to which a license has been granted in another Member State, or of another financial holding or mixed financial holding falling under the law of another Member State; 9° mixed financial mother holding in a Member State: a mixed financial holding that is the overarching parent undertaking in a Member State, i.e., a mixed financial holding that itself is not a subsidiary of a credit institution to which a license has been granted in the same Member State or of a financial holding or mixed financial holding falling under the law of the same Member State; 10° Belgian mixed financial mother holding: a mixed financial holding that is the overarching parent undertaking in Belgium, i.e., a mixed financial holding under Belgian law that itself is not a subsidiary of a credit institution under Belgian law or of a financial holding or mixed financial holding under Belgian law; 11° mixed financial EEA mother holding: a mixed financial holding that is the overarching parent undertaking in the EEA, i.e., a mixed financial mother holding in a Member State that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State;] 3 ] 2 [3 12° Belgian mixed financial EEA mother holding: a Belgian mixed financial holding that is the overarching parent undertaking in the EEA, i.e., a Belgian mixed financial mother holding that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State; 13° mother investment firm in a Member State: an investment firm that is the overarching parent undertaking in a Member State, i.e., an investment firm that has a credit institution as a subsidiary and that itself is not a subsidiary of a credit institution to which a license has been granted in the same Member State or of a financial holding or mixed financial holding falling under the law of the same Member State; 14° EEA mother investment firm: an investment firm that is the overarching parent undertaking in the EEA, i.e., a mother investment firm in a Member State that is not a subsidiary of a credit institution to which a license has been granted in another Member State or of a financial holding or mixed financial holding falling under the law of another Member State.]3 § 3. Without prejudice to Article 3 of this Act and paragraph 1 of this provision, for the purposes of supplementary consolidation supervision as included in Sections III and IV of this Chapter and the implementing decisions and regulations thereof, understand : 1° competent authorities: the national authorities of the Member States empowered by statutory or regulatory provisions to exercise supervision on regulated undertakings, either on an individual basis or on a group-wide basis; 2° relevant competent authorities: a) the competent authorities responsible for [3 sectoral consolidated supervision]3 on regulated undertakings forming part of a financial conglomerate, and in particular on the parent undertaking heading a sector; b) the coordinator, if this does not belong to the authorities referred to in a); c) other competent authorities concerned, which, in the opinion of the authorities referred to in a) and b), are relevant. Until the entry into force of technical regulatory standards to be adopted pursuant to Article 21bis, paragraph 1, point b) of Directive 2002/87/EC, the opinion referred to in point c) shall in particular take into account the market share held by the regulated undertakings of the financial conglomerate in other Member States, especially if this exceeds 5%, and the importance of each regulated undertaking of the financial conglomerate established in another Member State. 3° coordinator: the competent authority responsible for exercising supplementary consolidation supervision; 4° the European Committee for Financial Conglomerates: the Committee established by Article 21 of Directive 2002/87/EC; 5° Mixed Committee: the committee referred to in Article 54 of respectively Regulation No. 1093/2010, Regulation (EU) No. 1094/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Insurance and Occupational Pensions Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/77/EG, and Regulation (EU) No. 1095/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Securities and Markets Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/77/EG; 6° [3 ...]3 7° sectoral legislation: this Act [1 , the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings,]1 [2 the Act of 25 October 2016, the Act of 19 April 2014 concerning alternative investment funds and their managers,]2 [1 ...]1 the Act of 3 August 2012 [3 concerning collective investment institutions meeting the conditions of Directive 2009/65/EC and debt claim investment institutions]3 , as well as the implementing decisions and regulations of these Acts, excluding the provisions concerning supplementary consolidation supervision on regulated undertakings in a financial conglomerate; the comparable national legislations and supervisory practices in other countries; 8° Directive 2002/87/EC: Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002 on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate and amending Council Directives 73/239/EEC, 79/267/EEC, 92/49/EEC, 92/96/EEC, 93/6/EEC and 93/22/EEC and Directives 98/78/EC and 2000/12/EC of the European Parliament and of the Council; 9° intragroup transactions: transactions carried out directly or indirectly, with or without payment, between regulated undertakings and other undertakings in a financial conglomerate or with natural or legal persons closely connected to those undertakings, and which relate or do not relate to the execution of a contractual obligation; 10° risk concentration: the totality of positions taken by undertakings in a financial conglomerate, which could potentially lead to loss and are large enough to endanger the financial position in general and solvency in particular of the regulated undertakings in the financial conglomerate, and which result from counterparty/credit risk, investment risk, insurance risk, market risks, any other major risks, or a combination or interaction of these risks. [3 § 4. By way of derogation from Article 3 of this Act, for the purposes of supplementary consolidation supervision as included in Sections III and IV of this Chapter and the implementing decisions and regulations thereof, "group" means the whole of the undertakings formed by a parent undertaking, its subsidiaries, the undertakings in which the parent undertaking or its subsidiaries hold a direct or indirect participation, as well as the undertakings forming a consortium with these latter undertakings and the undertakings controlled by these latter undertakings or in which these latter undertakings hold a participation.]3

( 1 )<W 2016-03-13/07 , art. 737, 006; Inwerkingtreding : 23-03-2016; zie ook art. 756> ( 2 )<W 2016-10-25/05 , art. 29, 009; Inwerkingtreding : 01-12-2016> ( 3 )<W 2021-07-11/08 , art. 86, 027; Inwerkingtreding : 23-07-2021>

Afdeling II. [1 - Toezicht op geconsolideerde basis op kredietinstellingen]1

( 1 )<W 2021-07-11/08 , art. 87, 027; Inwerkingtreding : 23-07-2021>

Onderafdeling I.

• Toepassingsgebied

Art.

165 .[1 § 1. To the extent and in the manner determined by Sections II and IV of this Chapter and the implementing decisions and regulations thereof, credit institutions under Belgian law: 1° that are Belgian mother credit institutions, are subject to supervision on the basis of their consolidated position; 2° with a parent undertaking being a mother credit institution in a Member State, a financial mother holding in a Member State or a mixed financial mother holding in a Member State, are subject to supervision on the basis of the consolidated position of the mother credit institution, the financial mother holding or the mixed financial mother holding. Points 1° and 2° apply cumulatively when the respective conditions for their application are met. § 2. To the extent and in the manner determined by Sections II and IV of this Chapter and the implementing decisions and regulations thereof, financial holdings and mixed financial holdings under Belgian law: 1° that are Belgian financial mother holdings or mixed financial mother holdings, are subject to supervision on the basis of their consolidated position; 2° with a parent undertaking being a mother credit institution in a Member State, a financial mother holding in a Member State or a mixed financial mother holding in a Member State, are subject to supervision on the basis of the consolidated position of the mother credit institution, the financial mother holding or the mixed financial mother holding. Points 1° and 2° apply cumulatively when the respective conditions for their application are met.]1

( 1 )<W 2021-07-11/08 , art. 88, 027; Inwerkingtreding : 23-07-2021>

Art.

166 .Without prejudice to Articles 167 to 169, the levels of [2 consolidated supervision]2, their relationship with the supervision of individual credit institutions, the subject matter and scope of [2 consolidated supervision]2 are laid down in Part 1, Title II, Chapter 2 of Regulation No. 575/2013 [1 ...]1.

( 1 )<W 2016-10-25/05 , art. 30, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2021-07-11/08 , art. 89, 027; Inwerkingtreding : 23-07-2021>

Art.

167 .§ 1. Belgian parent credit institutions [2, designated credit institutions, approved or designated financial holdings and mixed financial holdings under Belgian law,]2 comply on a consolidated basis with the obligations set out in Article 94 to the extent and in the manner specified in Part 1, Title II, Chapter 2, Sections 2 and 3 of Regulation No. 575/2013. § 2. [2...] § 3. [2Credit institutions under Belgian law, approved or designated financial holdings and mixed financial holdings under Belgian law, which are subsidiaries, apply the requirements of Article 94 on a sub-consolidated basis if these credit institutions themselves, or their parent undertaking, if it is a financial holding or mixed financial parent holding under Belgian law, have a credit institution or a financial institution as a subsidiary in a third country or have a participation in such an undertaking.]2

( 1 )<W 2016-10-25/05 , art. 31, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2021-07-11/08 , art. 90, 027; Inwerkingtreding : 23-07-2021>

Art.

168 .[1§ 1. Belgian parent credit institutions, designated credit institutions under Belgian law, approved or designated financial holdings and mixed financial holdings under Belgian law must comply on a consolidated or sub-consolidated basis with Articles 21, 27 to 42, 56 to 59 and 63 to 71, so that the arrangements, procedures and mechanisms required by these provisions are coherent and well integrated, the influence of the undertakings included in the consolidated position on other undertakings can be assessed and all data and information relevant for supervision can be obtained. They also apply those arrangements, procedures and mechanisms in their subsidiaries not falling under this law, including branches in offshore financial centres. These arrangements, processes and mechanisms must also be coherent and well integrated, and these subsidiaries must also be able to provide the data and information relevant for supervision. Subsidiaries of the group or sub-group that are themselves not subject to this law or to the legislation transposing Directive 2013/36/EU into the law of the Member State under which they fall, comply with the sector-specific requirements applicable to them on an individual basis. The obligations of paragraph 1 also apply on a sub-consolidated basis in the situations referred to in Article 11, paragraph 6 of Regulation No. 575/2013 or in Article 167, § 2. § 2. The obligations arising for subsidiaries from third countries from the articles referred to in paragraph 1, first sentence, are not applicable if the Belgian EEA parent credit institution, the designated credit institution under Belgian law, the approved or designated financial holding or mixed financial holding under Belgian law can demonstrate to the supervisor that their application is unlawful under the laws of that country. § 3. The Belgian parent credit institutions, designated credit institutions under Belgian law, approved or designated financial holdings and mixed financial holdings under Belgian law referred to in paragraph 1, publish annually a description of their legal structure and of the arrangement for the organisation of business applicable at consolidated or, where appropriate, sub-consolidated level, including the information referred to in Article 18 and in paragraph 1 of this article, either by full disclosure or by reference to already published equivalent information.]1

( 1 )<W 2021-07-11/08 , art. 91, 027; Inwerkingtreding : 23-07-2021>

Art.

168/1 . [1§ 1. In derogation of Article 168, § 1, Articles 27, first sentence, 3° and 67 to 70, including Annex II, are not applicable on a consolidated basis to the subsidiaries within the group that: 1° fall under the law of another Member State and are subject to specific remuneration requirements in accordance with European legislation other than Directive 2013/36/EU; 2° fall under the law of a third country and would, if they fell under the law of a Member State, be subject to specific remuneration requirements in accordance with European legislation other than Directive 2013/36/EU. § 2. In derogation of paragraph 1, and to prevent the circumvention of statutory provisions on remuneration policy, Articles 27, first sentence, 3° and 67 to 70, including Annex II, apply to staff of subsidiaries that are not individually subject to Directive 2013/36/EU if: 1° the subsidiary is an asset manager within the meaning of Article 4, paragraph 1, point 19 of Regulation No. 575/2013 or an undertaking providing investment services and activities as referred to in Article 2, 1°, points 2, 3, 4, 6 and 7 of the Act of 25 October 2016; and 2° the staff are authorised to carry out professional activities that directly and materially influence the risk profile or the business activities of the credit institutions within the group, on an individual or consolidated basis. § 3. In derogation of paragraph 1, the subsidiaries mentioned herein are subject on a consolidated basis to the provisions of Section VI of Annex II in accordance with Article 168, § 1 when the exceptional public support referred to in Article 71 was obtained.]1

( 1 )<Ingevoegd bij W 2021-07-11/08 , art. 92, 027; Inwerkingtreding : 23-07-2021>

Art.

169 .[1When the supervisor is responsible for consolidated supervision, he applies to credit institutions under Belgian law and to approved or designated financial holdings and mixed financial holdings under Belgian law the assessment and evaluation procedure referred to in Articles 142 to 148 and the prudential measures referred to in Articles 149 to 152 and 234 to 236, in accordance with the extent of application of the requirements of the said Regulation established in Part 1, Title II, Chapter II of Regulation No. 575/2013 and the extent and manner of application of the requirements concerning the process for the internal assessment of capital adequacy and the arrangements, processes and mechanisms of credit institutions established in Articles 167 and 168. For the exercise of the consolidated supervision referred to in the first paragraph, the institutions concerned must comply on a consolidated and/or, where appropriate, sub-consolidated basis with Article 106, § 2, provided that the information referred to therein must be drawn up using the booking and valuation rules determined in the Royal Decree taken in implementation of Article 106, § 1, 2°, or, where appropriate, in accordance with equivalent rules of foreign law.]1

( 1 )<W 2023-12-20/08 , art. 40, 033; Inwerkingtreding : 25-01-2024>

Art.

170 .[1§ 1. Without prejudice to the application of Article 49 of Regulation No. 575/2013, any provision of this Section applicable on the basis of the consolidated position of the financial holding under Belgian law is also applicable at the level of a mixed financial holding under Belgian law insofar as: 1° the banking sector is the main sector within the financial conglomerate; 2° at least one of the subsidiaries is a credit institution; 3° the competent authority responsible for consolidated supervision also exercises consolidated supervision and supplementary conglomerate supervision. For the purposes of the first paragraph, the size of the banking sector is measured in accordance with Article 186, § 3. For the purposes of this paragraph, the competent authority concerned, in its capacity as consolidating supervisor, obtains the agreement of the competent authorities responsible for supervising the subsidiaries and of the group supervisor in the insurance sector. § 1/1. Without prejudice to the application of paragraph 2, if a credit institution under Belgian law heading a financial conglomerate or a mixed financial holding under Belgian law is subject to equivalent provisions of this Chapter which relate on the one hand to consolidated supervision and on the other hand to supplementary conglomerate supervision, and in particular if these provisions relate to risk-based supervision, the competent authority responsible for consolidated supervision may decide to apply to this credit institution or mixed financial holding only the relevant provisions relating to supplementary conglomerate supervision. § 2. When a credit institution is part of a financial conglomerate in which the banking sector is the main sector and the competent authority responsible for consolidated supervision also exercises supplementary conglomerate supervision, it may decide, after consulting the competent authorities concerned, that the following measures apply: 1° with regard to the obligations and powers concerning risk-based supervision, as set out in Articles 167 to 169, or parts thereof, by way of derogation, the group as defined in Article 164, § 4 and which forms the financial conglomerate, shall be taken into account as the relevant scope for consolidated supervision; 2° for compliance with Articles 191 to 194, the group risks arising from intra-group transactions and risk concentration within the financial conglomerate are treated as an additional risk category for the application of Annex I. These risks are treated sufficiently specifically, taking into account the guidelines or standards issued by the European supervisory authorities and the quantitative or qualitative measures referred to in the aforementioned articles; 3° for compliance with Article 195, the stress tests referred to may be integrated at the level of the financial conglomerate into the stress tests required on the basis of Article 148. § 3. The practical arrangements for the application of paragraph 2 are recorded in writing in a coordination arrangement with the relevant competent authorities within the meaning of Article 164, § 3 within the college in the composition required on the basis of Article 199. § 4. The competent authority responsible for consolidated supervision informs the EBA and the European Insurance and Occupational Pensions Authority of the agreement obtained under paragraph 1, third sentence, the decision taken under paragraph 1/1 and the coordination arrangement adopted under § 3.]1

( 1 )<W 2021-07-11/08 , art. 94, 027; Inwerkingtreding : 23-07-2021>

Onderafdeling II. [1

• Measures to facilitate consolidated supervision] 1

---

( 1 )<W 2021-07-11/08 , art. 95, 027; Inwerkingtreding : 23-07-2021>

Art.

171 .[1§ 1. Consolidated supervision on a credit institution under Belgian law, as referred to in Article 165, § 1, is exercised as follows: 1° if it is a Belgian parent credit institution or a Belgian EEA parent credit institution, by the supervisor; 2° if its parent undertaking is a parent credit institution in a Member State and/or an EEA parent credit institution, by the competent authority of the parent credit institution in that Member State and, where appropriate, by the competent authority of the EEA parent credit institution; 3° if its parent undertaking is a parent investment firm in a Member State or an EEA parent investment firm, which has no other subsidiary credit institutions in the EEA, by the supervisor; 4° if its parent undertaking is a parent investment firm in a Member State or an EEA parent investment firm, which has several subsidiary credit institutions in the EEA, by the competent authority of the credit institution with the highest total assets; 5° if its parent undertaking is a financial parent holding in a Member State, a mixed financial parent holding in a Member State, a financial EEA parent holding or a mixed financial EEA parent holding, which has no other subsidiary credit institutions in the EEA, by the supervisor; 6° if its parent undertaking is a financial parent holding in a Member State, a mixed financial parent holding in a Member State, a financial EEA parent holding or a mixed financial EEA parent holding, which has several subsidiary credit institutions in the EEA, by the competent authority of the credit institution with the highest total assets; Points 1° and 2° are cumulatively applicable when the respective conditions for their application are met. § 2. Without prejudice to paragraph 1, 3°, 4°, 5° and 6°, when the Belgian credit institution falls under consolidated supervision on the basis of Article 18, paragraphs 3 and 6 of Regulation No. 575/2013, consolidated supervision is exercised: 1° by the supervisor if the group does not include any other credit institutions in the EEA; 2° by the competent supervisor of the credit institution with the highest total assets if the group includes several credit institutions in the EEA. § 3. If a competent authority exercises individual supervision on more than one credit institution within a group, in derogation of paragraph 1, 4° and 6°, and paragraph 2, the consolidating supervisor is the competent authority that exercises individual supervision on one or more credit institutions within the group, if the sum of the total assets of those credit institutions is higher than that of the credit institutions on which individual supervision is exercised by another competent authority. § 4. In special cases, the supervisor and the competent authorities concerned may agree, with a view to the efficient organisation of consolidated supervision, to disregard the criteria in paragraphs 1 and 2 and appoint another competent authority to exercise consolidated supervision if the application of those criteria would not be appropriate, taking into account the credit institutions and investment firms concerned and the relative importance of their activities in the Member States concerned. In such cases, the EEA parent credit institution, the financial EEA holding or mixed financial EEA holding concerned, or the credit institution with the highest total assets, as the case may be, has the right to be heard before the competent authorities take the decision. For the purposes of the first paragraph, the supervisor concludes agreements with the competent authorities concerned, where appropriate in accordance with Article 36/16, § 2 of the Act of 22 February 1998. If the supervisor has concluded agreements in application of this paragraph, he informs the European Commission and the EBA thereof without delay. When the supervisor is responsible for consolidated supervision, he informs the financial holdings or mixed financial holdings concerned or the credit institution with the highest total assets of the group thereof. This paragraph is not applicable in the cases referred to in paragraph 1, 5° when the group to which the credit institution concerned belongs has no subsidiary investment firms in the EEA.]1

( 1 )<W 2021-07-11/08 , art. 96, 027; Inwerkingtreding : 23-07-2021>

Art.

171/1 . [1When a competent authority of another Member State is responsible for consolidated supervision on a credit institution, a financial holding or mixed financial holding under Belgian law in accordance with Article 111 of Directive 2013/36/EU, that authority may, at its discretion, make use of all legal instruments and prerogatives provided for by this law, in particular Articles 212/7, 234, and 236, under the conditions of application established therein.]1

( 1 )<Ingevoegd bij W 2021-07-11/08 , art. 97, 027; Inwerkingtreding : 23-07-2021>

Art.

172 .§ 1. Without prejudice to the other powers and tasks assigned to him by or under this law and by Regulation No. 575/2013, the supervisor, in his capacity as consolidating supervisor, assumes the following tasks: 1° the coordination of the collection and dissemination of information that is relevant or essential in the context of his supervision, in normal business conditions and in emergency situations; 2° the planning and coordination, in cooperation with the competent authorities concerned, of supervisory activities in normal business conditions, including the activities referred to in this Section and Section IV of this Chapter, insofar as these activities, with regard to Section IV, relate to [1 consolidated supervision] 1 ; 3° the planning and coordination of supervisory activities, in cooperation with the competent authorities concerned and, where necessary, with the central banks of the European System of Central Banks, in preparation for and in emergency situations, including unfavourable developments in credit institutions and on financial markets, if possible using existing communication channels to facilitate crisis management. The aforementioned planning and coordination also includes extraordinary measures, joint evaluations, the execution of disaster plans and communication with the public. § 2. If a competent authority concerned does not cooperate sufficiently with the supervisor, in his capacity as consolidating supervisor, to perform the tasks referred to in paragraph 1, the latter may refer the matter to the EBA and request its assistance in accordance with Article 19 of Regulation No. 1093/2010.

( 1 )<W 2021-07-11/08 , art. 98, 027; Inwerkingtreding : 23-07-2021>

Art.

173 . If a competent authority of another Member State, in its capacity as consolidating supervisor, fails to perform the tasks referred to in Article 112 of Directive 2013/36/EU, the supervisor may refer the matter to the EBA and request its assistance in accordance with Article 19 of Regulation No. 1093/2010.

Art.

§ 1. In its capacity as consolidating supervisor, the supervisor shall use all efforts to reach a joint decision with the competent authorities of the Member States where the subsidiaries of a Belgian parent credit institution or a Belgian EU parent credit institution, a financial EU parent holding, or a mixed financial EU parent holding involved in the consolidated supervision exercised by it are established, and, where applicable, with the competent authority of the Member State where an approved or designated financial holding or mixed financial holding is established and which does not have a subsidiary in that Member State, regarding: 1° the application of Articles 94 and 142, to determine whether the consolidated own funds at consolidated level are sufficient for its financial situation and risk profile and how much own funds are necessary for the application of the first paragraph of Article 149 and Article 150/3, for each entity within the consolidated group and on a consolidated basis; 2° the measures to address significant matters and material findings related to liquidity supervision, including those related to the adequacy of the organization and the handling of risks, as required under Article 8 of Annex I and the need for institution-specific liquidity requirements under Article 151 of this Act; 3° the recommendations on additional own funds referred to in Article 150/5, § 3, second paragraph. The provisions of paragraph 1 apply mutatis mutandis when the supervisor is designated as consolidating supervisor pursuant to Article 171, §§ 2 and 4. § 2. The joint decisions referred to in paragraph 1 shall be taken: 1° for the application of paragraph 1, 1°, within four months after the supervisor, in its capacity as consolidating supervisor, has submitted to the relevant competent authorities a report with the consolidated risk assessment, in accordance with Articles 94, 142, 149 and 150; 2° for the application of paragraph 1, 2°, within four months after the supervisor, in its capacity as consolidating supervisor, has submitted to the relevant competent authorities a report with the assessment of the consolidated liquidity risk profile, in accordance with Article 151 and Article 8 of Annex I; 3° for the application of paragraph 1, 3°, within four months after the supervisor, in its capacity as consolidating supervisor, has submitted to the relevant competent authorities a report with the assessment of the group's risk profile, in accordance with Article 150/5. The joint decisions shall duly take into account the risk assessments carried out by the relevant competent authorities in accordance with Articles 73, 97, 104bis and 104ter of Directive 2013/36/EU regarding subsidiaries. In case of disagreement, the supervisor, in its capacity as consolidating supervisor, shall refer the matter to the EBA upon request of a relevant competent authority or on its own initiative. In that case, it shall take the EBA's opinion into account and, if it clearly deviates from this opinion, explain why. The joint decisions referred to in paragraph 1, 1° and 2°, shall be put in writing with full reasons. In its capacity as consolidating supervisor, the supervisor shall send this document to the EU parent credit institution, the financial EU parent holding or the mixed financial EU parent holding. § 3. If the supervisor, in its capacity as consolidating supervisor, and the relevant competent authorities do not reach a joint decision within the time limits referred to in paragraph 2, the following shall apply: 1° regarding the consolidated level, the decision on the application of the Articles referred to in points 1° to 3° of paragraph 1 shall be taken by the supervisor in its capacity as consolidating supervisor after it has duly taken into account the risk assessments of the subsidiaries carried out by the relevant competent authorities. If any of these relevant competent authorities has referred the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010 within one of the time limits referred to in paragraph 2, the supervisor, in its capacity as consolidating supervisor, shall defer its decision pending any decision taken by the EBA. It shall take its decision in accordance with the EBA's decision; 2° regarding the individual or sub-consolidated level, the supervisor, in its capacity as consolidating supervisor, shall formulate its opinions and reservations before the competent authorities responsible for the supervision of the subsidiaries of the EU parent credit institution, the financial EU parent holding or the mixed financial EU parent holding take their decision on the application of the Articles referred to in points 1° to 3° of paragraph 1 for those levels. In its capacity as consolidating supervisor, the supervisor may, until the end of the time limits referred to in paragraph 2 and as long as no joint decision has been taken, refer the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010. In its capacity as consolidating supervisor, the supervisor shall attach decisions taken at the individual or sub-consolidated level to the decision at consolidated level and shall send the full document to all relevant competent authorities and to the EU parent credit institution, the financial EU parent holding or the mixed financial EU parent holding. § 4. Without prejudice to Article 176, 2°, the decisions concerning the application of Articles 149, first paragraph, 150/3, 150/5 and 151 may be updated in exceptional cases if a competent authority responsible for the supervision of a subsidiary of an EU parent credit institution, a financial EU parent holding or a mixed financial EU parent holding addresses a written request, with full reasons, to the supervisor in its capacity as consolidating supervisor. The update may be carried out on a bilateral basis between the supervisor, in its capacity as consolidating supervisor, and the relevant competent authority.

(1)<W 2021-07-11/08, art. 99, 027; Entry into force: 23-07-2021>

Art. 175. § 1. [When it is not designated as consolidating supervisor pursuant to Article 171, the supervisor shall use all efforts to reach a joint decision with the consolidating supervisor regarding the applications and measures referred to in Article 174, § 1.] 1 The supervisor shall forward to the consolidating supervisor the risk assessment drawn up pursuant to Articles 94 and 142 for the subsidiary referred to in the first paragraph. In case of disagreement, it may request the consolidating supervisor to refer the matter to the EBA. [The supervisors shall take the EBA's opinion into account and, if they clearly deviate from this opinion, explain why.] 1 § 2. In the absence of a joint decision as referred to in paragraph 1, the following shall apply: 1° in its capacity referred to in paragraph 1, the supervisor shall take the decision on the application of the provisions mentioned in Article 174, § 1 on an individual or sub-consolidated basis for the subsidiaries for which it is the competent authority. It shall duly take into account the opinions and reservations expressed by the consolidating supervisor and shall defer its decision if the consolidating supervisor or another competent authority has referred the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010. In that case, it shall take its decision in accordance with the EBA's decision. 2° In its capacity referred to in paragraph 1, the supervisor shall forward to the consolidating supervisor its opinions and reservations regarding the decision that the consolidating supervisor will take on the application of the provisions referred to in Article 174, § 1 for the consolidated level. The supervisor may, until the end of the time limits referred to in Article 174, § 2 and as long as no joint decision has been taken, refer the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010. § 3. [Without prejudice to Article 176, 2°, the supervisor, in its capacity referred to in paragraph 1, may in exceptional cases request that the decisions on the application of Articles 149, first paragraph, 150/3, 150/5 and 151 be updated. It shall address a written request, with full reasons, to the consolidating supervisor for this purpose.] 1 The update may be carried out on a bilateral basis between the supervisor and the consolidating supervisor.

(1)<W 2021-07-11/08, art. 100, 027; Entry into force: 23-07-2021>

Art. 176. The joint decisions and the decisions taken in the absence of a joint decision, as referred to in Articles 174 and 175: 1° are recognized by the supervisor as final and, where applicable, applied within Belgium; 2° are updated annually.

Art. 177. To facilitate and establish effective supervision, the supervisor, in its capacity as consolidating supervisor, concludes the necessary written coordination and cooperation agreements with the relevant competent authorities. These may provide that the supervisor, in its capacity as consolidating supervisor, is assigned additional tasks, and the procedures for decision-making and cooperation with the relevant competent authorities may be established. [1 In particular, when the supervisor, in its capacity as consolidating supervisor, is not the competent authority of the Member State where an approved or designated financial holding or mixed financial holding is established, the coordination and cooperation agreements referred to in the first paragraph shall be concluded with the competent authority of the Member State where the approved or designated financial holding or mixed financial holding is established.] 1

(1)<W 2021-07-11/08, art. 101, 027; Entry into force: 23-07-2021>

Art. 178. § 1. In its capacity as consolidating supervisor, the supervisor establishes colleges of competent authorities to [2 facilitate consolidated supervision]2 and, more specifically, the exercise of the tasks referred to in Articles 172 to 176 of this Act and in Article 114 of Directive 2013/36/EU, and ensures, if necessary, appropriate coordination and cooperation with the competent authorities of third countries. The EBA shall be considered a competent authority for the application of this provision. Within the colleges of competent authorities, the supervisor, in its capacity as consolidating supervisor, together with the relevant competent authorities, performs the following tasks: 1° they exchange information among themselves and, in accordance with Article 21 of Regulation No. 1093/2010, with the EBA; 2° they reach agreement, where applicable, on the allocation of tasks and transfer of responsibilities on a voluntary basis; 3° they establish programs for prudential supervision as referred to in Article 99 of Directive 2013/36/EU based on a risk assessment of the group carried out in accordance with Article 97 of Directive 2013/36/EU; 4° they increase the efficiency of supervision by avoiding unnecessary duplication of supervisory requirements, which may occur, inter alia, in the context of information requests as referred to in Article 114 and Article 117, paragraph 3 of Directive 2013/36/EU; 5° they consistently apply the prudential requirements of Directive 2013/36/EU and Regulation No. 575/2013 to all entities in a group of credit institutions; 6° they take into account, in the application of Article 172, § 1, 3° of this Act, the work of other forums that may have been set up in this area. [2 § 1/1. To facilitate the tasks referred to in Articles 172, § 1 and 177, § 1, and in Article 36/14, § 1 of the Act of 22 February 1998, the supervisor, in its capacity as consolidating supervisor, shall establish colleges of competent authorities when the main boards of directors of all subsidiaries of an EU parent credit institution, a financial EU parent holding or a mixed financial EU parent holding are established in third countries, provided that the supervisory authorities of the relevant third countries are bound by confidentiality requirements equivalent to those of Chapter 1, Section II, of Directive 2013/36/EU and, where applicable, Articles 76 and 81 of Directive 2014/65/EU.] 2 § 2. The supervisor, in its capacity as consolidating supervisor, and the relevant competent authorities participating in the colleges of competent authorities and the EBA shall work closely together. The establishment and operation of colleges shall not prejudice the rights and duties of the competent authorities under Directive 2013/36/EU [1 , Regulation No. 575/2013 and [2 Directive 2019/2034/EU]2 ]1 . § 3. After consulting the relevant competent authorities, the supervisor, in its capacity as consolidating supervisor, shall establish in the written agreements referred to in Article 177 the arrangements for the establishment and operation of the colleges. § 4. In its capacity as consolidating supervisor, the supervisor may invite the following authorities to participate in a college established by it: 1° [2 the competent authorities responsible for the supervision of subsidiaries of a Belgian parent credit institution or a Belgian EU parent credit institution or a financial EU parent holding or a mixed financial EU parent holding involved in the consolidated supervision exercised by it;]2 2° the competent authorities of a host Member State where significant branches are established within the meaning of Article 51 of Directive 2013/36/EU; 3° where applicable, central banks of the European System of Central Banks; 4° the authorities of third countries, insofar as the requirements, in particular regarding equivalence, resulting from the professional secrecy regime provided for in Directive 2013/36/EU [2 and in Directive 2019/2034/EU]2 are met; [2 5° the competent authorities of the Member State where an approved or designated financial holding or mixed financial holding is established that is involved in the consolidated supervision exercised by it. 6° the other relevant competent authorities when the supervisor is designated as consolidating supervisor pursuant to Article 171, §§ 2 and 4.] 2 § 5. In its capacity as consolidating supervisor, the supervisor chairs the meetings of the college and decides which competent authorities participate in a meeting or activity of the college. It informs all members of the college in advance fully about the holding of meetings, the main agenda items and the activities to be considered. It also informs all members of the college in good time about the measures taken during these meetings or about the actions taken to implement them. § 6. In its decision, the supervisor, in its capacity as consolidating supervisor pursuant to paragraph 5, shall take into account the relevance of the supervisory activity to be planned or coordinated for those authorities, and in particular the consequences that this decision may have for the stability of the financial system in the relevant Member States, as referred to in Article 134, § 2, as well as the obligations referred to in Article 160. § 7. In its capacity as consolidating supervisor, the supervisor shall inform the EBA of the activities of the college of competent authorities, including activities in emergency situations, and shall share with that authority all information relevant for the convergence of supervision. § 8. In case of disagreement between the supervisor, in its capacity as consolidating supervisor, and the relevant competent authorities regarding the operation of the colleges of competent authorities, it may refer the matter to the EBA and request its assistance in accordance with Article 19 of Regulation No. 1093/2010.

(1)<W 2016-10-25/05, art. 35, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 102, 027; Entry into force: 23-07-2021>

Art. 179. [2 In its capacity as competent authority responsible for the supervision of subsidiaries under Belgian law of an EU parent credit institution, a financial EU parent holding or a mixed financial EU parent holding or in its capacity as competent authority of the Member State where a Belgian financial EU parent holding or mixed financial EU parent holding is established, the supervisor participates in the colleges of competent authorities established by the consolidating supervisor.] 2 In case of disagreement between the supervisor, in its capacity referred to in the first paragraph, and the consolidating supervisor or other relevant competent authorities regarding the operation of the supervisory colleges, it may refer the matter to the EBA and request its assistance in accordance with Article 19 of Regulation No. 1093/2010.

(1)<W 2016-10-25/05, art. 36, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 103, 027; Entry into force: 23-07-2021>

Art. 180. § 1. [2 The supervisor shall cooperate closely with the competent authorities that have granted a license to the entities included in the consolidated supervision for the exercise of consolidated supervision. It may communicate or request confidential information to these competent authorities when it is of essential importance or relevant for the exercise of the supervisory tasks with which it or these competent authorities are entrusted under Directive 2013/36/EU, Regulation No. 575/2013 and Directive 2014/65/EU. To that end, they shall provide each other upon request with all relevant information and share essential information on their own initiative. In its capacity as consolidating supervisor, the supervisor shall provide the competent authorities responsible for the supervision of subsidiaries of a Belgian parent credit institution or Belgian EU parent credit institution, a financial EU parent holding or a mixed financial EU parent holding involved in the consolidated supervision exercised by it, and, where applicable, to the competent authority of the Member State where an approved or designated financial holding or mixed financial holding is established, which does not have a subsidiary in that Member State. When determining the amount of information to be sent, the importance of these subsidiaries in the financial system in those Member States shall be taken into account. The provisions of the first paragraph apply mutatis mutandis when the supervisor is designated as consolidating supervisor pursuant to Article 171, §§ 2 and 4.] 2 § 2. The information referred to in paragraph 1 shall be considered essential if it could significantly affect the assessment of the financial soundness of a credit institution [2 ...]2 or a financial institution. For the application of paragraph 1, the following shall be considered essential information: 1° the legal structure and the organizational arrangement of the group, including the policy structure, in accordance with Articles 22 and 168, § 1, which apply to all regulated entities, non-regulated entities, non-regulated subsidiaries, significant branches belonging to the group and parent undertakings, and the authorities competent for the regulated entities in the group; 2° the procedures for collecting information from the [1 entities forming part of the consolidated group]1 , as well as for testing this information; 3° adverse developments at [1 entities forming part of the consolidated group]1 , which could have serious adverse effects on the credit institutions [2 ...]2 in the group; 4° significant sanctions and extraordinary measures taken by the competent authorities in accordance with Directive 2013/36/EU, including the imposition of a specific own funds requirement or restrictions on the application of the advanced measurement approach for the calculation of own funds requirements pursuant to Article 312, paragraph 2, of Regulation No. 575/2013. § 3. [2 For the application of this Article, the supervisor, in its capacity as competent authority responsible for the supervision of subsidiaries under Belgian law of an EU parent credit institution, a financial EU parent holding or a mixed financial EU parent holding, or in its capacity as competent authority of the Member State where an approved or designated financial holding or mixed financial holding under Belgian law is established, shall, where possible, contact the consolidating supervisor if it needs information on the application of approaches and methodologies as described in Directive 2013/36/EU and in Regulation No. 575/2013, and this information is possibly already available to the consolidating supervisor.] 2 § 4. The supervisor may refer the following situations to the EBA: 1° a competent authority has not provided essential information; 2° a request for cooperation, in particular for the exchange of relevant information, has been rejected or not honored within a reasonable time.

(1)<W 2016-10-25/05, art. 37, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 104, 027; Entry into force: 23-07-2021>

Art.

181 The supervisor consults the other competent authorities involved in [supervision on a consolidated basis], before taking a decision on: 1° changes in the shareholding structure or the organizational or management structure of credit institutions in a group, which require approval or authorization by the competent authorities in accordance with the provisions of Directive 2013/36/EU; 2° significant sanctions and extraordinary measures taken by the competent authorities in accordance with Directive 2013/36/EU, including the imposition of a specific own-funds requirement or restrictions on the application of the advanced measurement approach for the calculation of own-funds requirements pursuant to Article 312(2) of Regulation No. 575/2013. The supervisor may, however, decide not to consult other competent authorities in emergency situations or if its decisions would thereby miss their objective. In such cases, it informs the other competent authorities thereof without delay after taking its decision. [In derogation from the second paragraph, the supervisor, in its capacity as the competent authority responsible for the supervision of subsidiaries under Belgian law of an EEA parent credit institution, an EEA parent financial holding, or an EEA parent mixed financial holding, or in its capacity as the competent authority of the Member State where an approved or designated financial holding or mixed financial holding under Belgian law is established, must always consult the consolidating supervisor if it is considering taking a decision as referred to in the first paragraph, 2°.]]

(1)<W 2016-10-25/05, art. 38, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 105, 027; Entry into force: 23-07-2021>

Art. 181/1 [The competent authorities, the financial intelligence units, and the authorities to whom the supervision of reporting entities as referred to in points 1) and 2) of Article 2(1) of Directive 2015/849/EU is entrusted with a view to compliance with that directive, work closely together within their respective competences and provide each other with information that is relevant for their respective tasks pursuant to Directive 2013/36/EU, Regulation No. 575/2013 and Directive 2015/849/EU, provided that such cooperation and information exchange does not infringe upon an ongoing investigation or an ongoing procedure in accordance with the criminal or administrative law of the Member State where the competent authority, the financial intelligence unit, or the authority to whom the supervision of the reporting entities as referred to in points 1) and 2) of Article 2(1) of Directive 2015/849/EU is entrusted is established.]

(1)<Inserted by W 2021-07-11/08, art. 106, 027; Entry into force: 23-07-2021>

Art. 182 [§ 1.] If a credit institution, [ ... ] a financial holding, a mixed financial holding or a mixed holding under Belgian law is the parent undertaking of one or more undertakings that are insurance undertakings or other undertakings providing investment services for which a licensing system applies, the supervisor works closely with the authorities officially responsible for the supervision of the insurance undertakings or other undertakings providing investment services. Without prejudice to their respective competences, the supervisor may request or provide all information to these authorities that facilitates the fulfillment of their respective tasks and enables supervision of the activity and financial position of all undertakings subject to their supervision. [§ 2. When the supervisor, in its capacity as consolidating supervisor of a group with a mixed financial parent holding, differs from the coordinator designated pursuant to Article 10 of Directive 2002/87/EC, the supervisor, in its capacity as consolidating supervisor, and the coordinator cooperate for the application of this Act and Regulation No. 575/2013 on a consolidated basis. To enable effective cooperation, the supervisor, in its capacity as consolidating supervisor, concludes written coordination and cooperation agreements with the coordinator.]

(1)<W 2016-10-25/05, art. 39, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 107, 027; Entry into force: 23-07-2021>

Subsection III.

• Other cases of application

Art. 183 § 1. If a mixed holding has one or more subsidiaries that are credit institutions under Belgian law, the supervisor may request the data and information it deems appropriate for its supervision on an individual and consolidated basis of these credit institutions, either directly from the mixed holding or through the said subsidiaries. In the latter case, the mixed holding remains jointly with the reporting credit institution responsible for the accuracy and timely communication of the information provided. If the mixed holding referred to in the first paragraph is an undertaking under Belgian law, it must have an appropriate administrative and accounting organization and internal control, in order to ensure the accuracy and conformity with the applicable rules of the data and information to be provided. § 2. The supervisor may check the data and information provided pursuant to paragraph 1 on-site. If the mixed holding or one of its subsidiaries is established in a Member State other than Belgium, the on-site check of the information takes place in accordance with the procedure set out in Article 214. If that mixed holding or one of its subsidiaries is an insurance undertaking, the procedure of Article 182 may also be followed. When the mixed holding or one of its subsidiaries has its registered office outside the European Economic Area, the modalities for the implementation of the provisions of paragraph 1 are laid down in agreements between the supervisor and the relevant foreign competent authorities, where applicable in accordance with Article 36/16, § 2 of the Act of 22 February 1998. § 3. The supervisor may have the data and information provided pursuant to paragraph 1 verified for their accuracy and completeness: 1° when the reporting undertaking is a company under Belgian law, by the statutory auditor of that undertaking; 2° when the reporting undertaking has its registered office outside Belgium, by the statutory auditor of the credit institution under Belgian law that is a subsidiary of the mixed holding. With regard to the data and information originating from mixed holdings and their subsidiaries, the right referred to in Article 211 applies mutatis mutandis to the statutory auditors. § 4. The data and information referred to in paragraph 1 must enable the supervisor, in particular, to assess the following aspects: the solidity of the credit institutions under Belgian law, the influence of the mixed holding on the policy of these credit institutions, and the transactions between the credit institutions and the mixed holding and its subsidiaries, without prejudice to the provisions of Part 4 of Regulation No. 575/2013. § 5. The credit institutions referred to in paragraph 1 must have appropriate risk management processes and internal control mechanisms, including robust reporting and accounting systems, with a view to appropriate identification, measurement, monitoring and control of transactions with their mixed parent holding and its subsidiaries. They must also, in addition to the transactions referred to in Article 394 of Regulation No. 575/2013, report all other significant transactions with these entities. These procedures and significant transactions are checked by the supervisor. § 6. If the nature and size of the transactions referred to in paragraph 5 pose a threat to the financial position of the credit institution under Belgian law concerned, the supervisor takes appropriate measures. In doing so, it applies mutatis mutandis the principles underlying Articles 205 to 207 regarding compatibility with general company law. Without prejudice to any other measures, it may require that these transactions be discontinued.

Art. 183/1 [A credit institution under Belgian law that forms a consortium with one or more other undertakings is subject to [supervision on a consolidated basis] that applies to all undertakings of the consortium and their subsidiaries. The provisions applicable to the credit institutions as referred to in [Article 165, § 1, 2°] apply.]

(1)<Inserted by W 2016-03-13/07, art. 740, 006; Entry into force: 23-03-2016> (2)<W 2021-07-11/08, art. 108, 027; Entry into force: 23-07-2021> (3)<W 2022-07-20/40, art. 335, 031; Entry into force: 06-10-2022>

Art. 184 The provisions on cooperation and information exchange between the competent authorities of the different Member States for the application [of supervision on a consolidated basis] based on this Act and Regulation No. 575/2013 do not apply when the European Central Bank, pursuant to the SSM Regulation, is the only competent authority involved.

(1)<W 2021-07-11/08, art. 109, 027; Entry into force: 23-07-2021>

Section III.

• Supplementary conglomeration supervision

Subsection I.

• Scope

Art. 185 To the extent and in the manner determined in Sections III and IV of this Chapter and its implementing decisions and regulations, credit institutions under Belgian law are subject to supplementary conglomeration supervision: 1° which head a financial conglomerate; or 2° with a parent undertaking being a mixed financial holding with its registered office in a Member State. If multiple regulated undertakings are subsidiaries of the mixed financial holding referred to in the first paragraph, 2°, the supplementary conglomeration supervision applies only to the credit institution under Belgian law to the extent that the supervisor, pursuant to Article 196, is competent for the supplementary conglomeration supervision.

Art. 186 § 1. To determine whether a group is a financial conglomerate within the meaning of Article 164 § 1, 2°, the thresholds determined in the following paragraphs apply. § 2. The activities of a group are deemed to take place mainly in the financial sector within the meaning of Article 164 § 1, 2°, point b) i), if the ratio between the combined total assets of the undertakings belonging to the financial sector in the group and the combined total assets of all undertakings belonging to the group is greater than 40%. § 3. The activities of undertakings belonging to a group from the same financial sector are deemed significant within the meaning of Article 164, § 1, 2°, point a) iii) or point b) iii), if, 1° either the average of the following two ratios is greater than 10%: the ratio between the combined total assets of all undertakings in the group that belong to that same financial sector and the combined total assets of all undertakings belonging to the group from the financial sector, and the ratio between the combined solvency requirements of all undertakings in the group that belong to that same financial sector and the combined solvency requirements of all undertakings belonging to the group from the financial sector; 2° either the combined total assets of the undertakings belonging to the smallest financial sector in the group are greater than 6 billion euros; For the application of the first paragraph: 1° the banking sector and the investment services sector are combined and considered to belong to the same financial sector; 2° the smallest financial sector in a financial conglomerate is understood to be the financial sector with the smallest average and the most important financial sector in a financial conglomerate is the sector with the largest average. § 4. The relevant competent authorities may by mutual agreement decide not to consider a group as a financial conglomerate or may also decide not to apply the provisions of Articles 7, 8, 9 and 9bis of Directive 2002/87/EC, if they consider that bringing the group under the scope of supplementary conglomeration supervision or applying those provisions is unnecessary, or inappropriate or misleading in light of the objectives of supplementary conglomeration supervision, in the following cases: 1° if the group reaches the threshold referred to in paragraph 3, first paragraph, point 2°, but the average referred to in paragraph 3, first paragraph, 1° remains below 10%; 2° if the group reaches the average referred to in paragraph 3, first paragraph, 1°, but the smallest sector remains below the amount of 6 billion EUR referred to in paragraph 3, first paragraph, 2°. Decisions taken pursuant to the first paragraph are communicated to the other competent authorities, and they are, unless in extraordinary circumstances, made public by the competent authorities. § 5. For the application of paragraphs 2 to 4, the relevant competent authorities may jointly decide to: 1° exclude an undertaking from the calculation of the thresholds, for the same reason as they can be omitted for the calculation of supplementary solvency requirements pursuant to Article 190, § 2, second paragraph, unless the entity has moved from a Member State to a third country and there are indications that the entity has changed its location to evade regulation; 2° consider a group that no longer meets the thresholds of paragraphs 2 to 4, but which has met them for the previous three consecutive years, as a financial conglomerate in order to prevent a sudden change of supervisory regime, or to decide otherwise or to revise a previously taken decision due to lasting significant changes in the structure of the group; 3° exclude one or more participations in the smallest sector if these participations are decisive for the identification of a group as a financial conglomerate and are of negligible importance when combined given the objectives of supplementary conglomeration supervision. If a group is considered a financial conglomerate in accordance with paragraphs 2 to 4, the decisions referred to in the first paragraph of this paragraph are taken based on a proposal from the supervisor if it is the coordinator. § 6. For the application of paragraph 2 and paragraph 3, first paragraph, 1°, the relevant competent authorities may in exceptional cases by mutual agreement replace the combined total assets as a parameter with, or supplement it with, one or more of the following other parameters, if they consider that these other parameters provide a better representation of the business of the group in light of the objectives of supplementary conglomeration supervision; these other parameters are: the income structure, off-balance sheet activities of the group and total assets under management. The supervisor determines in its capacity as coordinator how these parameters are to be calculated. § 7. If a financial conglomerate subject to supplementary conglomeration supervision no longer meets one or more of the thresholds determined in paragraphs 2 to 4, the thresholds are replaced as follows for the following three years: 40% becomes 35%, 10% becomes 8% and 6 billion EUR becomes 5 billion EUR, to prevent sudden regime shifts. In derogation from the first paragraph, the supervisor, in its capacity as coordinator, may, with the consent of the other relevant competent authorities, decide not to apply or no longer apply these lower thresholds during the aforementioned three-year period, taking into account the objectives of supplementary conglomeration supervision. § 8. The calculations regarding the combined total assets referred to in this article are made based on the aggregated total assets of the undertakings belonging to the group, based on their most recent annual accounts, according to the rules determined by the supervisor, if it is the coordinator. Undertakings in which the group has participations are taken into account for the amount of their total assets that corresponds to the aggregated proportional share of the group. If consolidated annual accounts are drawn up for a certain group or parts of the group, these are used for the calculations. The solvency requirements referred to in this article are calculated in accordance with the provisions of the sectoral regulation applicable to the relevant regulated undertakings. § 9. The competent authorities reassess annually the exemptions from the application of supplementary conglomeration supervision and evaluate the quantitative indicators provided for in this article, as well as the risk assessments of financial groups.

Art. 187 § 1. The supervisor checks whether credit institutions that have obtained a business license in accordance with Belgian law are part of a financial conglomerate. To that end, the supervisor works closely with the competent authorities of other regulated undertakings belonging to that group that have obtained a business license in accordance with European law. If the supervisor is of the opinion that the group concerned is a financial conglomerate and is not already subject to supplementary conglomeration supervision, it communicates this to the other relevant competent authorities and to the Joint Committee. § 2. In its capacity as coordinator, the supervisor informs the parent undertaking of the group, or in the absence of a parent undertaking, the regulated undertaking with the largest total assets in the most important financial sector in the group, of the identification of the group as a financial conglomerate, as well as of its designation as coordinator. It also informs the competent authorities of other regulated undertakings belonging to the group that have obtained a business license in accordance with European law, the competent authorities of the country where the mixed financial holding has its head office, the Joint Committee, and, if it deems necessary in light of the objectives of supplementary conglomeration supervision, the authorities of third countries.

Art. 188 The credit institutions referred to in Article 185 comply with the requirements of Articles 191 to 195 at the level of the financial conglomerate. This scope of supplementary conglomeration supervision corresponds to all undertakings, whether regulated or unregulated, that are part of the group as defined in Article 164, § 3, starting from the credit institution at the head of the financial conglomerate or from the mixed financial holding with its registered office in the European Economic Area.

Art. 189 When a financial conglomerate itself is part of another financial conglomerate that is subject to supplementary conglomeration supervision, the supervisor, in its capacity as coordinator, may exempt the credit institutions referred to in Article 185 that are part of the sub-group entirely or partially from supplementary conglomeration supervision if its objectives are sufficiently achieved by the supplementary conglomeration supervision with respect to the other financial conglomerate.

Art.

190 . § 1. Without prejudice to the application of Article 49 of Regulation No. 575/2013, the credit institutions referred to in Article 185 are subject to supplementary solvency supervision at the group level. The supplementary supervision covers: 1° compliance with the requirement that equity is always available at the level of the financial conglomerate, which must be at least equal to the solvency requirements; the equity and solvency requirements at the level of the financial conglomerate are calculated according to one of the methods determined in Annex VI; 2° the appropriateness of the management procedures and internal control procedures regarding the solvency position of the group, as provided for in Article 194; 3° the appropriateness of equity strategies. The rules referred to in the first paragraph are checked by the supervisor, in his capacity as coordinator, in accordance with Subsection II. He ensures that the calculation referred to in the first paragraph is carried out at least once a year. The results of the calculation and the data required for the calculation are submitted to him by the credit institution, by the mixed financial holding, or by a regulated undertaking belonging to the financial conglomerate that the supervisor has designated after consulting with the other relevant competent authorities and with the financial conglomerate. § 2. In derogation from the scope of the supplementary conglomerate supervision determined in Article 188, for the purposes of paragraph 1, first paragraph, 1°, all undertakings in the group that belong to the financial sector are included in the supplementary solvency supervision. In derogation from the first paragraph, the supervisor, in his capacity as coordinator, may decide in the following cases to exclude a certain undertaking from the scope of the supplementary solvency supervision of paragraph 1, first paragraph, 1°: 1° if the undertaking is established in a third country where legal obstacles exist for the transmission of the necessary information, without prejudice to sectoral legislation concerning the obligation of the competent authorities to refuse authorization if the effective exercise of their supervisory tasks is hindered; 2° if the undertaking is of negligible significance in light of the purposes of the supplementary conglomerate supervision of regulated undertakings in a financial conglomerate; 3° if taking the undertaking into account would be inappropriate or misleading in light of the purposes of the supplementary conglomerate supervision. If, in the case referred to in the second paragraph, 2°, there is an intention not to take several undertakings into account in the calculation, they must nevertheless be taken into account if they are collectively of non-negligible significance. In the case referred to in the second paragraph, 3°, the supervisor, in his capacity as coordinator, must consult the other relevant competent authorities before taking a decision, unless in urgent cases.

Art.

191 . § 1. The credit institutions referred to in Article 185 are subject to supplementary supervision on risk concentration. The supplementary supervision covers: 1° the identification and reporting of significant risk concentrations; 2° the appropriateness of the management procedures and internal control procedures regarding the risk concentration of the group, as provided for in Article 194. In particular, attention is paid during the supervision to the following aspects: the so-called contagion risk within the group, the presence of conflicts of interest, the circumvention of sectoral legislation, as well as the level and extent of the risk concentration. § 2. For the purposes of paragraph 1, second paragraph, 1°, the supervisor, in his capacity as coordinator, in consultation with the other relevant competent authorities and after consulting the financial conglomerate, sets the thresholds for identifying and reporting each significant risk concentration within the financial conglomerate. He sets the thresholds based on one or both of the following parameters: regulatory equity and technical provisions. If no thresholds are set, risk concentrations are considered significant if they are greater than 10% of the solvency requirement of the relevant financial conglomerate. § 3. Without prejudice to the provisions of paragraph 1, the supervisor, in his capacity as coordinator, may impose limit values or other equivalent supervisory measures to manage risk concentration at the level of a financial conglomerate. In order to prevent circumvention of the sectoral legislation on risk concentration, he may also decide, in accordance with Article 170, to apply the sectoral provisions on this matter by analogy at the level of the financial conglomerate. He consults the other relevant competent authorities beforehand.

Art.

192 . § 1. The credit institutions referred to in Article 185 are subject to supplementary supervision on intragroup transactions. The supplementary supervision covers: 1° the identification and reporting of significant intragroup transactions; 2° the appropriateness of the management procedures and internal control procedures regarding intragroup transactions, as provided for in Article 194. In particular, attention is paid during the supervision to the following aspects: the so-called contagion risk within the group, the presence of conflicts of interest, the circumvention of sectoral legislation, as well as the level and extent of the intragroup transactions. § 2. For the purposes of paragraph 1, second paragraph, 1°, the supervisor, in his capacity as coordinator, in consultation with the other relevant competent authorities and after consulting the financial conglomerate, sets appropriate thresholds for identifying and reporting significant intragroup transactions. He sets the thresholds based on one or both of the following parameters: regulatory equity and technical provisions. If no thresholds are set, intragroup transactions are considered significant if they are greater than 5% of the solvency requirement of the relevant financial conglomerate. § 3. Without prejudice to the provisions of § 1, the supervisor, in his capacity as coordinator, may impose limit values or other equivalent supervisory measures to achieve the objectives of the supplementary conglomerate supervision regarding intragroup transactions. In order to prevent circumvention of the sectoral legislation on intragroup transactions, he may also decide, in accordance with Article 170, to apply the sectoral provisions on this matter by analogy at the level of the financial conglomerate. He consults the other relevant competent authorities beforehand.

Art.

193 . § 1. For the supplementary conglomerate supervision regulated in Articles 190 to 192, the following statements are submitted to the supervisor, in his capacity as coordinator, according to the modalities determined by him and at least twice a year: 1° an accounting statement relating to the financial position of the financial conglomerate, which consists at least of the balance sheet and the income statement; 2° a statement showing compliance with the standards determined by or pursuant to Article 190, § 1, first paragraph, 1°, Article 191, § 3, and Article 192, § 3, and a statement specifying the significant risk concentrations and significant intragroup transactions referred to in Article 191, § 1, second paragraph, 1°, and Article 192, § 1, second paragraph, 1°. To this end, the supervisor, in his capacity as coordinator, in consultation with the other relevant competent authorities, determines the categories of transactions, risks, and positions that must be reported for the monitoring of risk concentration and significant intragroup transactions; he may take into account the specific group and risk management structure of the relevant financial conglomerate. § 2. The statements referred to in paragraph 1 are reported by the credit institution, by the mixed financial holding, or by a regulated undertaking belonging to the financial conglomerate, which the supervisor has designated after consulting with the other relevant competent authorities and with the financial conglomerate.

Art.

194 .§ 1. The credit institutions referred to in Article 185 ensure that the financial conglomerate has appropriate risk management and internal control procedures and an appropriate administrative and accounting organization. In particular, these risk management and internal control procedures must be present at the consolidated and deconsolidated level at the parent companies referred to in Article 185, regardless of whether it is the credit institution or the mixed financial holding at the head of the financial conglomerate, and at all regulated undertakings that are part of the financial conglomerate, so that the risk management and internal control procedures are coherent and well integrated, the influence of the undertakings belonging to the group on the regulated undertakings can be assessed, and all data and information relevant for the supplementary conglomerate supervision can be obtained. These parent companies also apply these risk management and internal control procedures in their non-regulated subsidiaries. These risk management and internal control procedures are also coherent and well integrated, and these subsidiaries must also be able to provide the data and information relevant for supervision. § 2. The risk management procedures include: 1° appropriate governance and management, with approval and periodic evaluation of the strategy and policy by the competent bodies, regarding all major risks incurred at the level of the financial conglomerate; 2° an appropriate solvency policy, which anticipates in particular the future consequences for the group of the business strategy followed on the risk profile of the group and the solvency requirements referred to in Article 190; 3° appropriate procedures that ensure that the risk management and monitoring systems are sufficiently integrated into the organization of the group and that the systems used in the undertakings of the group are consistent with each other, so that risks are correctly identified, monitored, and managed at the level of the financial conglomerate; 4° [1 regularly updated arrangements to contribute to the realization and, where appropriate, the development of appropriate recovery and resolution mechanisms and plans.]1 1 § 3. The internal control procedures include: 1° appropriate procedures for monitoring solvency at the group level, so that all major risks are correctly identified and monitored and equity is sufficient in light of the risks taken; 2° the appropriateness of the procedures and systems for the identification, measurement, monitoring, and management of intragroup transactions and risk concentrations. § 4. The credit institutions have an appropriate accounting and administrative organization that guarantees the accuracy and conformity with the applicable rules of the data and information provided for the supplementary conglomerate supervision and the preparation of the annual accounts. The credit institutions ensure a transparent group structure. The credit institution, the mixed financial holding, or a regulated undertaking belonging to the financial conglomerate that the supervisor, in his capacity as coordinator, has designated after consulting with the other relevant competent authorities and with the financial conglomerate, shall do the following for this purpose: 1° they regularly provide the supervisor with details regarding their legal structure, their business organization arrangement, and their policy structure, which apply to all regulated undertakings, non-regulated subsidiaries, and significant branches; 2° they annually publish at the level of the financial conglomerate a description of the legal structure, the business organization arrangement, and the policy structure for the public and ensure that all regulated undertakings also make this information public, either by full disclosure or by reference to equivalent information.

( 1 )<W 2016-03-13/07 , art. 741, 006; Inwerkingtreding : 23-03-2016>

Art.

195 . In his capacity as coordinator, the supervisor evaluates at least annually the need for stress tests at the level of the financial conglomerate. He aligns his assessment with the stress tests organized for the largest financial sector represented in the financial conglomerate and consults with the other relevant competent authorities. For the application of these stress tests, the supervisor takes into account parameters that can identify specific risks associated with financial conglomerates. The supervisor communicates the results of the stress tests to the Joint Committee.

Subsection II.

• Measures to facilitate supplementary conglomerate supervision

Art.

196 .§ 1. In order to ensure appropriate supplementary conglomerate supervision, a single coordinator is designated from among the competent authorities of the Member States concerned, including those of the Member State where the mixed financial holding has its head office, who is responsible for the coordination and exercise of the supplementary conglomerate supervision. § 2. The supplementary conglomerate supervision of the credit institutions referred to in Article 185, first paragraph, is exercised as follows: 1° by the supervisor in the case referred to in Article 185, first paragraph, 1°; 2° if a Belgian mixed financial holding stands at the head of the financial conglomerate, by the supervisor, without prejudice to points 3° to 7°; 3° if, alongside a Belgian credit institution, at least one other Belgian regulated undertaking has the same Belgian mixed financial holding at the head of the financial conglomerate, by [2 the competent authority responsible for] 2 the prudential supervision of the Belgian regulated undertaking with the largest total assets; 4° if the mixed financial holding at the head of the financial conglomerate has its registered office in a Member State other than Belgium and has a subsidiary in that Member State that is a regulated undertaking, by the competent authority [2 of that Member State] 2 ; 5° if the mixed financial holding at the head of the financial conglomerate has its registered office in a Member State other than Belgium and has at least two subsidiaries in that Member State that are regulated undertakings, each with a different competent authority, by the competent authority of the regulated undertaking in the main financial sector; 6° if several mixed financial holdings, with registered offices in different Member States, stand at the head of the financial conglomerate, and there is a regulated undertaking in each of these Member States, by the competent authority of the regulated undertaking with the highest total assets if the activities of these undertakings take place in the same financial sector, or by the competent authority of the regulated undertaking in the main financial sector; 7° if at least two regulated undertakings with registered offices in a Member State have the same mixed financial holding as their parent company and no authorization has been granted to any of these undertakings in the country where the mixed financial holding has its registered office, by the competent authority of the regulated undertaking with the highest total assets in the main financial sector. § 3. The supervisor and the other relevant competent authorities may agree in special cases in common consultation to derogate from the [1 paragraph 2] 1 competence rules determined, if their application, given the structure of the financial conglomerate and the relative importance of the business of the group in the different Member States, would not be appropriate, and assign the supplementary conglomerate supervision to another competent authority. They consult the financial conglomerate before taking a decision on this matter. [1 When the supervisor is designated as coordinator for the exercise of supplementary conglomerate supervision on a credit institution subject to the law of another Member State and whose parent company is a mixed financial holding under Belgian law, pursuant to Article 11, paragraph 3, of Directive 2002/87/EC, without a credit institution under Belgian law or another regulated undertaking under Belgian law that is subject to the supervision of the supervisor on an individual basis being present in the group forming the financial conglomerate, the provisions applicable to the credit institutions referred to in Article 185, first paragraph, 2°, apply mutatis mutandis to the aforementioned holding, unless otherwise agreed in the agreement between the competent authorities referred to in Article 11, paragraph 3, of Directive 2002/87/EC.] 1

( 1 )<W 2016-03-13/07 , art. 743, 006; Inwerkingtreding : 23-03-2016> ( 2 )<W 2021-07-11/08 , art. 110, 027; Inwerkingtreding : 23-07-2021>

Art.

197 . § 1. The tasks of the supervisor, in his capacity as coordinator, include: 1° coordinating the collection and dissemination of relevant and essential information, in normal circumstances and in emergency situations, including the dissemination of information relevant for supervision by a competent authority under sectoral legislation; 2° supervising, including the evaluation of, the financial position of the financial conglomerate; 3° supervising compliance with the provisions of Articles 190 to 192 regarding solvency, risk concentration, and intragroup transactions, and with the reporting obligations referred to in Article 193; 4° supervising, including the evaluation of, the structure, organization, and internal control procedures of the financial conglomerate, as referred to in Article 194; 5° planning and coordinating supervisory activities, in normal circumstances and in emergency situations, in cooperation with the other relevant competent authorities; 6° taking measures and sanctions regarding the mixed financial holding; 7° other tasks, measures, and decisions assigned to him by or pursuant to the provisions of this Section and Section IV of this Chapter, insofar as these provisions, with regard to Section IV, relate to supplementary conglomerate supervision, and of Directive 2002/87/EC. § 2. The relevant competent authorities, where appropriate in consultation with other competent authorities, may agree to entrust the supervisor, in his capacity as coordinator, with other supervisory tasks, outside the tasks referred to in paragraph 1. § 3. When the supervisor acts as a competent authority, without being a coordinator, he works, without prejudice to the provisions of Section IV of this Chapter insofar as they relate to supplementary conglomerate supervision, with the other competent authorities and with the coordinator, for the purpose of carrying out the tasks referred to in Article 11 of Directive 2002/87/EC.

Art.

198 . § 1. Without prejudice to the cooperation agreements and coordination arrangements referred to in the other provisions of this Section, the supervisor, as coordinator, concludes with other competent authorities the agreements necessary for the realization of the supplementary conglomerate supervision as determined by this Section and Section IV of this Chapter. These agreements regulate, where necessary, the modalities of exercise of this supervision, including the modalities of cooperation and information exchange among competent authorities. In particular, they may regulate the procedures for decision-making among the relevant competent authorities. § 2. Without prejudice to the delegation of specific supervisory powers and responsibilities in accordance with sectoral legislation, the designation of the supervisor as coordinator does not detract from the tasks and responsibilities of the relevant competent authorities determined in the sectoral legislation.

Art.

199 . § 1. In his capacity as coordinator, the supervisor establishes a college for supplementary conglomerate supervision to give shape to the cooperation required under this Section and Section IV of this Chapter and the exercise of the tasks as coordinator and, subject to confidentiality requirements and Union legislation, the appropriate coordination and cooperation with the relevant supervisory authorities of third countries. § 2. When relevant competent authorities already participate in a college established pursuant to Article 116 of Directive 2013/36/EU or Article 248, paragraph 2, of Directive 2009/138/EC, the college at the level of the financial conglomerate will function within the college established for the main financial sector. The banking sector and the investment services sector are considered together for this purpose. The rules for the coordination referred to in paragraph 1 are set out separately in the written coordination arrangement established for the sectoral college. In his capacity as coordinator, the supervisor, as chairman of this sectoral college, decides which other competent authorities participate in a meeting or activity of that college.

Art.

§ 1. The supervisor and the other competent authorities shall work closely together. They shall exchange among themselves the confidential information that is useful for the exercise of supervision under the sectoral legislation and of supplementary conglomerate supervision. § 2. Without prejudice to their responsibilities as described in the sectoral legislation, the authorities referred to in paragraph 1, first paragraph, shall provide each other, regardless of whether they are established in the same Member State, with all information that is essential or relevant for the exercise of supervisory tasks under the sectoral legislation and Directive 2002/87/EC. In this regard, they shall share all relevant information upon request and provide all essential information on their own initiative. This cooperation concerns at least the collection and exchange of information regarding the following aspects: 1° the mapping of the legal structure, the organizational arrangement and the policy structure of the group, which apply to all regulated undertakings, non-regulated subsidiaries and significant branches within the meaning of Article 51 of Directive 2013/36/EU that belong to the financial conglomerate, the holders of qualified participations at the level of the ultimate parent undertaking, as well as of the competent authorities for the regulated undertakings in the group; 2° the strategy followed by the financial conglomerate; 3° the financial position of the financial conglomerate, in particular the adequacy of own funds, intragroup transactions, risk concentration and profitability; 4° the main shareholders and the management of the financial conglomerate; 5° the organization and the risk management and internal control procedures at the level of the financial conglomerate; 6° the procedures for the collection of information from the undertakings in a financial conglomerate and the verification of this information; 7° adverse developments at regulated undertakings or at other undertakings of the financial conglomerate that may have serious adverse effects on the regulated undertakings; 8° major sanctions and extraordinary measures taken by the competent authorities in accordance with the sectoral legislation or Directive 2002/87/EC. The supervisor may also exchange information with the 'ESRB' regarding the exercise of supervision on Belgian credit institutions that are part of a financial conglomerate. § 3. Without prejudice to his responsibilities as described in the sectoral legislation, the supervisor shall hold consultations before taking a decision regarding the matters listed below, if that decision is relevant for the supervisory tasks of other competent authorities: 1° changes in the shareholder structure or the organizational or governance structure of regulated undertakings in a financial conglomerate, which require approval or authorization by the competent authorities; 2° intended major sanctions or extraordinary measures. The supervisor may decide not to hold consultations in urgent cases or if such consultation could jeopardize the effectiveness of his decisions. In that case, the supervisor shall inform the other competent authorities thereof without delay.

Art.

201 . When, for the application of Article 213 regarding supplementary conglomerate supervision, the requested information has already been reported to another competent authority in execution of the sectoral legislation, the supervisor, in his capacity as coordinator, shall, to the extent possible, refer to that authority for obtaining that information.

Subsection III.

• Other cases of application

Art.

202 . If, in cases other than those referred to in Article 185, an undertaking has a participation or another capital link with one or more other undertakings, or, outside a participation or other capital link, exerts significant influence on such undertakings, and one of the aforementioned undertakings is a credit institution under Belgian law, the supervisor, in his capacity as the relevant competent authority, may, together with the other relevant competent authorities of countries, decide in common consultation to exercise supplementary conglomerate supervision on the regulated undertakings in the group. The relevant competent authorities shall jointly determine the modalities of this supplementary conglomerate supervision, and in particular which articles of this Section and Section IV of this Chapter regarding supplementary conglomerate supervision are applicable. They shall take their decision taking into account the objectives of supplementary conglomerate supervision as determined in this Section and shall take into account the international principles regarding supplementary conglomerate supervision. [1 The competent authority responsible for] 1 supplementary conglomerate supervision on the group shall be designated by applying mutatis mutandis the provisions of Article 196. If the financial conglomerate is a group without a parent undertaking at the head of the group, or in the cases other than those aforementioned, supplementary conglomerate supervision shall be exercised by the competent authority responsible for the supervision of the regulated undertaking with the highest total assets in the main financial sector. For the application of the provisions of the first paragraph, it is required that the conditions of Article 164, § 1, 2°, a), ii) and iii) or b), ii) and iii) are met. If, pursuant to the first paragraph, a decision is made to exercise supplementary conglomerate supervision, the provisions of Article 187, § 2 shall apply mutatis mutandis.

( 1 )<W 2021-07-11/08 , art. 111, 027; Entry into force: 23-07-2021>

Section IV.

• Common provisions

Subsection I.

• Principles

Art.

203 .§ 1. The supervisor may, where appropriate by regulation established pursuant to Article 12bis, § 2 of the Act of 22 February 1998, determine the practical modalities [1 of supervision on a consolidated basis] 1 , as included in Section II of this Chapter and in this Section, or of supplementary conglomerate supervision, as included in Section III of this Chapter and in this Section. § 2. With a view to as efficient [1 supervision on a consolidated basis] 1 and supplementary conglomerate supervision as possible, the supervisor may grant individual derogations from the provisions of, depending on the case, Section II and III of this Chapter and this Section and from the regulations taken, where appropriate, pursuant to Article 12bis, § 2 of the Act of 22 February 1998, insofar as these remain in line with the relevant provisions of Directive 2013/36/EU and Directive 2002/87/EC. In that case, he shall inform the European Commission and, regarding [1 supervision on a consolidated basis] 1 also the EBA, thereof.

( 1 )<W 2021-07-11/08 , art. 112, 027; Entry into force: 23-07-2021>

Art.

204 .[1 Without prejudice to the approval scheme determined in Articles 212/1 to 212/11, supervision on a consolidated basis and supplementary conglomerate supervision do not result in individual supervision being exercised on a financial holding or mixed financial holding and on any other undertaking included in the scope of these supervisions. Supervision on a consolidated basis and supplementary conglomerate supervision do not, however, detract from the individual supervision of each regulated undertaking that falls within the scope of supervision on a consolidated basis or supplementary conglomerate supervision. However, the implications of supervision on a consolidated basis or supplementary conglomerate supervision may be taken into account when determining the content and modalities of individual supervision on credit institutions.] 1

( 1 )<W 2021-07-11/08 , art. 113, 027; Entry into force: 23-07-2021>

Subsection II. [1

• Parent Undertakings] 1

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( 1 )<W 2021-07-11/08 , art. 114, 027; Entry into force: 23-07-2021>

Art.

205 .[1 § 1. Belgian parent credit institutions, designated credit institutions under Belgian law, approved or designated financial holdings and mixed financial holdings under Belgian law, are responsible for ensuring compliance with the obligations regarding supervision on a consolidated basis. Credit institutions under Belgian law and approved mixed financial holdings under Belgian law that head a financial conglomerate are responsible for ensuring compliance with the obligations regarding supplementary conglomerate supervision. When the banking sector is the largest sector within the financial conglomerate, applying the criteria of Article 186, the designated credit institutions and mixed financial holdings under Belgian law in a financial conglomerate are also responsible for ensuring compliance with the obligations regarding supplementary conglomerate supervision. § 2. In the exercise of the coordination and supervision with which they are charged, the undertakings referred to in paragraph 1 shall issue guidelines to the undertakings that are part of the consolidated entity or the financial conglomerate with a view to complying with the obligations arising from supervision on a consolidated basis or supplementary conglomerate supervision and to ensuring the stability of the consolidated entity or the financial conglomerate. These guidelines may not be contrary to the Code of Companies and Associations and its implementing regulations and may not detract from individual supervision on credit institutions that are part of the consolidated entity or the financial conglomerate. § 3. The internal governance memorandum required pursuant to Article 21, § 3 shall set out, at the consolidated level or at the level of the financial conglomerate, how the principles contained in paragraph 2 are complied with. § 4. In the cases referred to in paragraph 1, the responsible undertakings concerned shall provide the reporting required pursuant to Article 106, § 1 and § 2 first paragraph and Article 193 of this Act, as well as, upon request of the supervisor, all additional information that is useful for exercising supervision on a consolidated basis or supplementary conglomerate supervision. Article 106, § 3 shall apply mutatis mutandis. § 5. When the supervisor exercises supervision on a consolidated basis or supplementary conglomerate supervision pursuant to Article 171 or Article 196 in cases other than those referred to in paragraphs 1 and 2, he may determine on a case-by-case basis how the principles of paragraphs 1 to 4 apply mutatis mutandis. § 6. Without prejudice to Subsection II/1 of this Section, the supervisor shall, where necessary, for the application of paragraphs 1, 2 and 5, consult the other competent authorities.] 1

( 1 )<W 2021-07-11/08 , art. 115, 027; Entry into force: 23-07-2021>

Art.

206 .[1 When another competent authority than the supervisor exercises supervision on a consolidated basis or supplementary conglomerate supervision over a credit institution under Belgian law, this credit institution must verify whether the influence of its parent undertaking is not contrary to the Code of Companies and Associations and its implementing regulations and does not detract from the individual supervision to which this credit institution is subject.] 1

( 1 )<W 2021-07-11/08 , art. 116, 027; Entry into force: 23-07-2021>

Art.

207 . When a competent authority of another Member State [1 exercises supervision on a consolidated basis] 1 or supplementary conglomerate supervision over a credit institution that is a subsidiary of a financial holding or mixed financial holding under Belgian law, the supervisor shall, upon request of that competent authority, verify how he can provide assistance for applying the measures that would consist in including financial holdings and mixed financial holdings in [1 supervision on a consolidated basis] 1 or supplementary conglomerate supervision.

( 1 )<W 2021-07-11/08 , art. 117, 027; Entry into force: 23-07-2021>

Art.

208 .§ 1. [1 The management board, where appropriate the effective management, of the undertakings referred to in Article 205, § 1,] 1 declare that the reports referred to in Article 205, § 4 are in accordance with the accounting and inventories. To that end, it is required that the statements are complete, which means that they contain all data from the accounting and inventories on the basis of which these statements are drawn up, and accurate, which means that they correctly represent the data from the accounting and inventories on the basis of which these statements are drawn up. The management board, where appropriate the effective management, confirms that the necessary steps have been taken to ensure that the aforementioned statements are drawn up in accordance with the applicable rules, and drawn up applying the booking and valuation rules for the preparation of the consolidated annual accounts, or, for the reporting statements that do not relate to the end of the financial year, applying the booking and valuation rules for the preparation of the consolidated annual accounts regarding the last financial year. § 2. Article 59, § 2 shall apply mutatis mutandis to the management board, where appropriate the effective management, of the [1 undertakings] 1 referred to in paragraph 1 regarding the measures as included in: 1° Article 21 regarding the consolidated entity; 2° Article 194 regarding the financial conglomerate.

( 1 )<W 2021-07-11/08 , art. 118, 027; Entry into force: 23-07-2021>

Art.

209 .[1 The provisions of Article 225 of this Act regarding the mandate of the statutory auditor at a credit institution shall apply mutatis mutandis regarding undertakings referred to in Article 205, § 1 for respectively supervision on a consolidated basis and supplementary conglomerate supervision to which these credit institutions are subject.] 1

( 1 )<W 2021-07-11/08 , art. 119, 027; Entry into force: 23-07-2021>

Art.

210 .§ 1. The mandate of statutory auditor as referred to in the Code of Companies shall be: 1° [2 in an approved or designated financial holding or mixed financial holding under Belgian law, with a view to supervision on a consolidated basis] 2 entrusted to one or more auditors or one or more audit firms, who, pursuant to Article 223 of this Act, are recognized by the Bank for the mandate of statutory auditor at a credit institution. Articles 220, 221, 222, third paragraph, 223, 224 and 225, second to fifth paragraph of this Act shall apply mutatis mutandis. 2° [2 in a mixed financial holding under Belgian law referred to in Article 205, § 1, second or third paragraph, with a view to supplementary conglomerate supervision exercised by the supervisor,] 2 entrusted to one or more auditors or audit firms recognized by the Bank pursuant to, [1 depending on the case, Articles 222 and 578 of this Act, insofar as the latter Article 222 applies to listed companies, or Article 327 of the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings.] 1 The college of auditors or the audit firms appointed at a mixed financial holding must be composed such that they, either individually or together, are recognized in each of the financial sectors in which the financial conglomerate has a significant activity. The Bank may, with reference to the thresholds referred to in Article 186, determine what constitutes significant activity. The provisions of the sectoral legislation regarding audit supervision shall apply mutatis mutandis. § 2. The statutory auditors appointed at the holdings referred to in paragraph 1 shall cooperate with, depending on the case, [2 supervision on a consolidated basis] 2 or supplementary conglomerate supervision with which the supervisor is charged, on their own and exclusive responsibility and in accordance with this paragraph, according to the rules of the profession and the guidelines of the supervisor. To that end: 1° they assess the appropriateness of the internal control measures as referred to in Articles 21, § 1, 2° to 9°, 41 and 66, for [2 supervision on a consolidated basis] 2 or the appropriateness of the risk management procedures, internal control procedures and administrative and accounting organization as referred to in Article 194 for supplementary conglomerate supervision. They shall share their findings on this matter with the supervisor; 2° they report to the supervisor on: a) the results of the limited review of the statements that the financial holding or mixed financial holding provides for its consolidated position, or of the statements referred to in Article 193 that the mixed financial holding provides to the supervisor at the end of the first half-year, in which it is confirmed that they are not aware of any facts that would indicate that these statements as of the end of the half-year are not prepared in all material respects in accordance with the applicable guidelines of the supervisor. Furthermore, they confirm that these statements as of the end of the half-year, regarding the accounting data, are in all material respects in accordance with the accounting and inventories, regarding completeness, which means that they contain all data from the accounting and inventories on the basis of which these statements are drawn up, and accuracy, which means that they correctly represent the data from the accounting and inventories on the basis of which these statements are drawn up; and they confirm that they are not aware of any facts that would indicate that these statements as of the end of the half-year are not prepared applying the booking and valuation rules for the preparation of the consolidated annual accounts regarding the last financial year; the supervisor may further determine the statements referred to here; b) the results of the audit of the statements that the financial holding or mixed financial holding provides for its consolidated position or of the statements referred to in Article 193 that the mixed financial holding provides to the supervisor at the end of the financial year, in which it is confirmed that these statements were prepared in all material respects in accordance with the applicable guidelines of the supervisor. Furthermore, they confirm that these statements as of the end of the financial year, regarding the accounting data, are in all material respects in accordance with the accounting and inventories, regarding completeness, which means that they contain all data from the accounting and inventories on the basis of which these statements are drawn up, and accuracy, which means that they correctly represent the data from the accounting and inventories on the basis of which these statements are drawn up; and they confirm that these statements as of the end of the financial year were prepared applying the booking and valuation rules for the preparation of the consolidated annual accounts; the supervisor may further determine the statements referred to here. 3° they submit a special report to the supervisor at his request on: a) regarding [2 supervision on a consolidated basis] 2 : the organization, the activities and the financial structure of the consolidated entity; b) regarding supplementary conglomerate supervision: the aspects referred to in points 1° and 2° of this paragraph and in Articles 190 to 192. The costs for the preparation of these reports shall be borne by the financial holding or the mixed financial holding, by the credit institution under Belgian law or by both together; 4° they, in the framework of their mandate at the financial holding or mixed financial holding, or an audit mandate at an undertaking linked to the financial holding or mixed financial holding, report to the supervisor on their own initiative as soon as they become aware of: a) decisions, facts or developments that significantly influence or may significantly influence the aspects referred to in 3°; b) decisions or facts regarding the financial holding or mixed financial holding that may indicate a violation of the Code of Companies, the statutes or this Act; c) other decisions or facts that may lead to a refusal of the certification of the consolidated annual accounts or to the formulation of reservations. § 3. [2 When the supervisor exercises, pursuant to Article 171 or Article 196, respectively supervision on a consolidated basis or conglomerate supervision, on a credit institution under Belgian law whose parent undertaking is a financial holding or mixed financial holding established in another Member State, the mandate determined in paragraph 2 shall be exercised mutatis mutandis by the statutory auditor who is appointed with a comparable task at this holding. In the absence of such a statutory auditor, the said mandate shall be exercised by the statutory auditor appointed at:] 2 a) the credit institution under Belgian law that is a subsidiary of the said financial holding or mixed financial holding for [2 supervision on a consolidated basis] 2 , or b) a regulated undertaking under Belgian law that is under the supervision of the supervisor and is a subsidiary of the said mixed financial holding for supplementary conglomerate supervision.

( 1 )<W 2016-10-25/05 , art. 41, 009; Entry into force: 01-12-2016> ( 2 )<W 2021-07-11/08 , art. 120, 027; Entry into force: 23-07-2021>

Art.

211 . The statutory auditors appointed at credit institutions, financial holdings or a mixed financial holdings under Belgian law pursuant to Articles 209 and 210, have for the exercise of their mandate as determined by these articles, access to and insight into all documents and papers emanating from both the subsidiaries included in the consolidated position or in the financial conglomerate, as well as from the undertakings referred to in Article 213 § 1, second paragraph. The provisions of Article 35 of the Act of 22 February 1998 shall apply regarding the information of which they have taken note in execution of the first paragraph.

Art.

213. Without prejudice to the principle contained in Article 204, first paragraph, the following articles of this Act apply mutatis mutandis to all financial holdings or mixed financial holdings governed by Belgian law: Articles 18, 19, 20, 24, § 1, with the understanding that at least three members of the management committee are members of the statutory governing body, and §§ 3 and 4, 25 and 26, 46 to 54, 59/1, [3 60 and 62, §§ 1 to 4, § 5, first sentence, and §§ 6 to 9, 62/1, 71]3, 77, 234 and 236, § 1, 1° to 5° [2, and § 7]2. Furthermore, Article 61 applies mutatis mutandis to all financial holdings or mixed financial holdings when the independent control functions referred to in Article 35 are set up within the financial holding or mixed financial holding to comply with Article 168, § 1.]1

---

(1)<W 2021-07-11/08, art. 121, 027; Entry into force: 23-07-2021> (2)<W 2023-12-20/08, art. 41, 033; Entry into force: 25-01-2024> (3)<W 2025-03-25/05, art. 75, 035; Entry into force: 08-05-2025>

Subsection II/1. [1 - Approval of and supervision over financial mother holdings and mixed financial mother holdings governed by Belgian law when the supervisor is designated as the consolidating supervisor in accordance with Article 171]1

(1)<Inserted by W 2021-07-11/08, art. 122, 027; Entry into force: 23-07-2021>

A. [1 - Obligation to obtain approval]1

(1)<Inserted by W 2021-07-11/08, art. 123, 027; Entry into force: 23-07-2021>

Art. 212/1. [1 Without prejudice to the other provisions of this Act, Belgian financial mother holdings, Belgian mixed financial mother holdings, Belgian financial EU mother holdings and Belgian mixed financial EU mother holdings must be approved. Financial holdings governed by Belgian law and mixed financial holdings governed by Belgian law that do not fall under the first paragraph must be approved when the provisions of this Act or of Regulation No. 575/2013 apply on a sub-consolidated basis.]1

(1)<Inserted by W 2021-07-11/08, art. 124, 027; Entry into force: 23-07-2021>

Art. 212/2. [1 § 1. Financial holdings and mixed financial holdings referred to in Article 212/1 may request an exemption from the application of this subsection when the following conditions are met: 1° the main activity of the financial holding or mixed financial holding is limited to holding participations in subsidiaries. In the case of a mixed financial holding, this criterion applies only to the subsidiaries that are credit institutions or financial institutions; 2° the financial holding or mixed financial holding is not designated as an entity to be resolved, neither for the group as a whole, nor for one or more parts of the group; 3° a subsidiary credit institution or a financial holding or mixed financial holding to which approval has been granted in accordance with Article 212/1 or in accordance with Article 21bis of Directive 2013/36/EU is designated as responsible for ensuring compliance by the group with the prudential requirements on a consolidated basis and has access to all necessary prerogatives to effectively fulfill these obligations; 4° the financial holding or mixed financial holding does not engage in taking administrative, operational or financial decisions that have an influence on the group or on its subsidiaries that are credit institutions or financial institutions; 5° there is no impediment to effective supervision of the group on a consolidated basis. § 2. The exemption referred to in paragraph 1 does not affect compliance with the other provisions of this Act. Financial holdings or mixed financial holdings that are exempt from approval in accordance with this Article are not excluded from the scope of consolidation, or where applicable, sub-consolidation as determined in Regulation No. 575/2013 and in this Act.]1

(1)<Inserted by W 2021-07-11/08, art. 125, 027; Entry into force: 23-07-2021>

B. [1 - Approval procedure]1

(1)<Inserted by W 2021-07-11/08, art. 126, 027; Entry into force: 23-07-2021>

Art. 212/3. [1 Financial holdings and mixed financial holdings referred to in Articles 212/1 and 212/2 provide the supervisor with all information necessary for the assessment of the application and in particular: 1° the organizational structure of the group of which the financial holding or mixed financial holding is part, clearly indicating the subsidiaries and, where applicable, their parent companies, and the location and type of activity of each of the entities in the group; 2° information on the persons responsible for the effective management of the financial holding or mixed financial holding and on compliance with the requirements applicable to them; 3° information on compliance with the requirements applicable to the shareholders and partners of the subsidiary credit institutions of the financial holding or mixed financial holding; 4° the internal organization and the distribution of tasks within the group; 5° information on compliance by the financial holding or mixed financial holding with the provisions of Article 212.]1

(1)<Inserted by W 2021-07-11/08, art. 127, 027; Entry into force: 23-07-2021>

Art. 212/4. [1 The supervisor decides on the approval applications referred to in Article 212/1 and on the exemption applications referred to in Article 212/2. The supervisor notifies the financial holding or mixed financial holding of its decision. The supervisor notifies the applicant of its decision within four months after submission of the application, or, if the application is incomplete, within four months after receipt of a complete file, but no later than six months after submission of the application.]1

(1)<Inserted by W 2021-07-11/08, art. 128, 027; Entry into force: 23-07-2021>

C. [1 - Conditions for approval]1

(1)<Inserted by W 2021-07-11/08, art. 129, 027; Entry into force: 23-07-2021>

Art. 212/5. [1 Approval may only be granted if the following conditions are met: 1° the internal arrangements and the distribution of tasks within the group are adequate with a view to compliance with the requirements of this Act and of Regulation No. 575/2013 on a consolidated or sub-consolidated basis and are, in particular, effective to: a) coordinate and supervise all subsidiaries of the financial holding or mixed financial holding, including, where necessary, through an adequate distribution of tasks between the subsidiary credit institutions; b) prevent or manage conflicts within the group; and c) maintain the group-wide policies established by the financial mother holding or mixed financial mother holding throughout the group; 2° the organizational structure of the group of which the financial holding or mixed financial holding is part does not constitute an impediment to the exercise of effective supervision on an individual or consolidated basis and, where applicable, on a sub-consolidated basis, of the subsidiary credit institutions or parent credit institutions. In assessing that criterion, account is taken in particular of: a) the position of the financial holding or mixed financial holding in a multi-level group; b) the shareholder structure; and c) the role of the financial holding or mixed financial holding within the group; 3° compliance with the requirements applicable to the shareholders and partners of the subsidiary credit institutions of the financial holding or mixed financial holding; 4° compliance with the provisions of Article 212.]1

(1)<Inserted by W 2021-07-11/08, art. 130, 027; Entry into force: 23-07-2021>

D. [1 - Supervision and supervisory measures]1

(1)<Inserted by W 2021-07-11/08, art. 131, 027; Entry into force: 23-07-2021>

Art. 212/6. [1 The supervisor monitors compliance with the conditions of Article 212/5 or, where applicable, of Article 212/2, § 1 and of the other requirements of this Act or of Regulation No. 575/2013 on a consolidated basis. Financial holdings and mixed financial holdings provide the supervisor with the information necessary to maintain ongoing supervision of the organizational structure of the group and of compliance with the conditions referred to in Article 212/5 or, where applicable, Article 212/2, § 1.]1

(1)<Inserted by W 2021-07-11/08, art. 132, 027; Entry into force: 23-07-2021>

Art. 212/7. [1 § 1. If a financial holding or a mixed financial holding does not meet the conditions of Article 212/5 or all other requirements established by or under this Act or by Regulation No. 575/2013 on a consolidated basis, the supervisor imposes appropriate supervisory measures to ensure or restore compliance with these requirements and the continuity and integrity of supervision on a consolidated basis. In the case of a mixed financial holding, account is taken of the effects of those measures on the financial conglomerate. Without prejudice to the other measures established in this Act, the supervisory measures may in particular include: 1° suspending the voting rights attached to the shares in the subsidiary institutions held by the financial holding or mixed financial holding; 2° issuing warnings to and taking measures against the financial holding, the mixed financial holding or the members of the governing body and the effective management, including penalty payments and sanctions, in accordance with Articles 345 to 347; 3° requiring the financial holding or mixed financial holding to notify its shareholders of the transfer of its participations in its subsidiary institutions; 4° temporarily designating another financial holding, mixed financial holding or credit institution within the group as responsible for compliance with the requirements of this Act and of Regulation No. 575/2013 on a consolidated basis; 5° limiting or prohibiting dividend distributions or payments, in particular of interest, to shareholders; 6° requiring financial holdings or mixed financial holdings to divest their participations in entities in the financial sector within the meaning of Regulation No. 575/2013 in whole or in part; 7° requiring financial holdings or mixed financial holdings to come forward with a plan to restore compliance with the rules without delay. The supervisor may, where appropriate, decide to set a deadline for the imposition of the measures referred to in this paragraph. § 2. If a financial holding or a mixed financial holding no longer meets the conditions of Article 212/2, the supervisor requires the financial holding or mixed financial holding to apply for approval in accordance with Article 212/1.]1

(1)<Inserted by W 2021-07-11/08, art. 133, 027; Entry into force: 23-07-2021>

Subsection II/2. [1 - Approval of and supervision over financial mother holdings and mixed financial mother holdings governed by Belgian law when another competent authority than the supervisor is designated as consolidating supervisor in accordance with Article 111 of Directive 2013/36/EU and when another competent authority is designated as coordinator in accordance with Article 10 of Directive 2002/87/EC]1

(1)<Inserted by W 2021-07-11/08, art. 134, 027; Entry into force: 23-07-2021>

Art. 212/8. [1 § 1. When the supervisor is not designated as consolidating supervisor in application of Article 171, the supervisor and the consolidating supervisor designated in accordance with Article 111 of Directive 2013/36/EU work closely together and consult to make decisions regarding the financial holding or mixed financial holding in the form of joint decisions, including the decisions referred to in Articles 212/1, 212/2 and 212/7. To this end, the references to the supervisor in Articles 212/3, 212/4, first paragraph and, without prejudice to Article 171/1, 212/7, must be read as references to the supervisor and the consolidating supervisor designated in accordance with Article 111 of Directive 2013/36/EU and the references in Articles 212/4, second and third paragraphs and 212/6 as references to the consolidating supervisor designated in accordance with Article 111 of Directive 2013/36/EU. § 2. Once the assessment of the situation of the financial holding or mixed financial holding and the intended decision have been communicated by the consolidating supervisor, where applicable using the special modalities possibly agreed between the competent authorities to facilitate consultation, the two authorities make every effort to reach a joint decision as referred to in paragraph 1 within a period of two months after receipt of the assessment drawn up by the consolidating supervisor. If no agreement is reached that allows a joint decision to be established, the competent authorities do not make a decision and refer the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010. The competent authorities make a joint decision in accordance with the decision of the EBA. The matter may no longer be referred to the EBA after the end of the two-month period referred to in the first paragraph. § 3. If neither the supervisor nor the consolidating supervisor is the coordinator designated in accordance with Article 10 of Directive 2002/87/EC, the consent of the coordinator is also required for making the decisions referred to in this Article. Disputes are referred to the EBA or to the European Insurance and Occupational Pensions Authority as appropriate. Decisions taken in accordance with this paragraph do not affect the obligations under Directive 2002/87/EC or Directive 2009/138/EC.]1

(1)<Inserted by W 2021-07-11/08, art. 135, 027; Entry into force: 23-07-2021>

Subsection II/3. [1 - Approval of and supervision over financial holdings and mixed financial holdings subject to another Member State when the supervisor is designated as consolidating supervisor in accordance with Article 171]1

(1)<Inserted by W 2021-07-11/08, art. 136, 027; Entry into force: 23-07-2021>

Art. 212/9. [1 § 1. When the supervisor is designated as consolidating supervisor in application of Article 171 for the supervision of a group to which a financial mother holding or a mixed financial mother holding belongs that is established in another Member State, the supervisor and the competent authority of the Member State where the financial holding or mixed financial holding is established work closely together and consult to make decisions regarding the financial holding or mixed financial holding in the form of joint decisions, including the decisions referred to in the legislation transposing Article 21bis, paragraphs 3, 4, 6 and 7 of Directive 2013/36/EU into the law of the Member State where the financial holding or mixed financial holding is established. In exercising its supervisory task, using the special modalities possibly agreed between the competent authorities to facilitate consultation, the supervisor sends its assessment of the situation of the financial holding or mixed financial holding and the intended decision to the competent authority of the Member State where the financial holding or mixed financial holding is established. The two authorities make every effort to reach a joint decision within a period of two months after receipt of the assessment drawn up by the supervisor. The joint decision is notified by the supervisor to the financial holding or mixed financial holding. The decision on the approval application is notified by the supervisor to the applicant within four months after submission of the application, or, if the application is incomplete, within four months after receipt of a complete file, but no later than six months after submission of the application. § 2. If no agreement is reached that allows a joint decision to be established, the competent authorities do not make a decision and refer the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010. The competent authorities make a joint decision in accordance with the decision of the EBA. The matter may no longer be referred to the EBA after the end of the two-month period referred to in paragraph 1, third paragraph. § 3. If neither the supervisor nor the competent authority of the Member State where the financial holding or mixed financial holding is established is the coordinator designated in accordance with Article 10 of Directive 2002/87/EC, the consent of the coordinator is also required for making decisions referred to in this Article. Disputes are referred to the EBA or to the European Insurance and Occupational Pensions Authority as appropriate. Decisions taken in accordance with this paragraph do not affect the obligations under Directive 2002/87/EC or Directive 2009/138/EC.]1

(1)<Inserted by W 2021-07-11/08, art. 137, 027; Entry into force: 23-07-2021>

Art. 212/10. [1 The supervisor shares the information obtained from a financial holding or mixed financial holding with the competent authority in the Member State where the financial holding or mixed financial holding is established.]1

(1)<Inserted by W 2021-07-11/08, art. 138, 027; Entry into force: 23-07-2021>

Art. 212/11. [1 The supervisor monitors compliance with the conditions provided for in the legislation of the Member State where the financial holding or mixed financial holding is established for obtaining approval or being exempt from approval and of all other requirements established on a consolidated basis in this legislation transposing Directive 2013/36/EU or in Regulation No. 575/2013. In the event of non-compliance with these requirements, the competent authorities, according to the procedure and rules set out in Article 212/9, take the measures prescribed by the legislation of the Member State where the financial holding or mixed financial holding is established, in order to ensure or restore compliance with these requirements and the continuity and integrity of supervision on a consolidated basis. In the case of a mixed financial holding, account is taken of the effects of those measures on the financial conglomerate.]1

(1)<Inserted by W 2021-07-11/08, art. 139, 027; Entry into force: 23-07-2021>

Subsection III.

• Measures to facilitate group supervision

Art. 213. § 1. Without prejudice to the applicable periodic reporting, the supervisor must have access, through the credit institutions, financial holdings and mixed financial holdings concerned, their subsidiaries and all other undertakings included in the consolidated entity or in the financial conglomerate, either directly or indirectly, to all information useful, as the case may be, for the consolidated supervision or supplementary conglomerate supervision exercised by him. The subsidiaries excluded from consolidation in accordance with Article 19 of Regulation No. 575/2013, or the undertakings excluded from supplementary conglomerate supervision in accordance with Article 190, § 2, must provide the supervisor, in his capacity as consolidating supervisor or coordinator, with all data and information that he deems useful for his consolidated supervision or his supplementary conglomerate supervision. Undertakings that exercise, alone or together with other undertakings, control over a credit institution governed by Belgian law, and the subsidiaries of these undertakings must, if those undertakings do not fall within the scope of [1 consolidated basis supervision]1 or supplementary conglomerate supervision, provide the supervisor and the other competent authorities with all data and information useful for the supervision of this credit institution. § 2. The supervisor may require that the information referred to in paragraph 1 concerning undertakings with their registered office in a Member State other than Belgium be communicated to him by the credit institution, financial holding or mixed financial holding established under Belgian law, or that information concerning undertakings with their registered office in a third country be communicated to him by a credit institution, financial holding or mixed financial holding with its registered office in a Member State. § 3. If a credit institution governed by Belgian law is excluded from the consolidated entity or from the financial conglomerate by another competent authority acting as consolidating supervisor or coordinator, the supervisor may require that the parent company at the head of the consolidated entity or the financial conglomerate provide him with the data and information that he deems useful for his supervision of that credit institution.

(1)<W 2021-07-11/08, art. 140, 027; Entry into force: 23-07-2021>

Art.

214 .§ 1. The supervisor may verify compliance with the obligations laid down in Sections II and III of this Chapter and this Section, and the accuracy and completeness of the data and information provided, on the premises of the undertakings referred to in Article 213, § 1, and, with regard to [consolidated supervision], also in the undertakings referred to in Article 182, the mixed holding company and its subsidiaries, and the undertakings that provide ancillary services. He may, at the expense of these undertakings, appoint auditors or foreign experts recognized by him for this purpose. § 2. When the undertakings referred to in paragraph 1 have their registered office in another Member State, the supervisor shall request the competent authority of that Member State to carry out this inspection. The supervisor shall carry out this inspection himself if he obtains the permission of the competent authority of that Member State. When the latter wishes to carry out the inspection itself, or appoints an approved auditor or an expert for this purpose, the supervisor may nevertheless participate in the inspection if he wishes. § 3. When the undertakings referred to in paragraph 1 have their registered office in a third country, the modalities of the on-site verification, regulated by cooperation agreements concluded by the supervisor with the relevant foreign authorities or by the European Commission with the relevant foreign authorities, shall be governed by Article 48 of Directive 2013/36/EU.

( 1 )<W 2021-07-11/08 , art. 141, 027; Inwerkingtreding : 23-07-2021>

Art.

215 .Without being able to raise restrictions of a private law nature, in particular concerning confidentiality obligations or the nature of their links, the following undertakings shall exchange with each other the data and information necessary: 1° for [consolidated supervision]: the undertakings included in [consolidated supervision], as well as the subsidiaries of credit institutions, financial holdings or mixed financial holdings excluded from consolidation in accordance with Article 19 of Regulation No. 575/2013, and the mixed holdings and their subsidiaries; 2° for supplementary conglomeration supervision: the undertakings included in supplementary conglomeration supervision, as well as the undertakings belonging to a financial conglomerate excluded from supplementary conglomeration supervision in accordance with Article 190, § 2, second paragraph.

( 1 )<W 2021-07-11/08 , art. 142, 027; Inwerkingtreding : 23-07-2021>

Art.

216 .§ 1. If a parent undertaking and one or more credit institutions that are its subsidiaries are located in different Member States, the supervisor and the other competent authorities shall exchange between themselves all useful information necessary for [consolidated supervision] or supplementary conglomeration supervision, or which may facilitate that supervision. The gathering, exchange or possession of information by the supervisor and the competent authorities with a view to facilitating [consolidated supervision], or supplementary conglomeration supervision with regard to the undertakings mentioned in Article 214, does not in any way mean that the supervisor exercises separate supervision on these undertakings. § 2. If the supervisor, in the case of a parent undertaking governed by Belgian law, does not himself exercise [consolidated supervision] or supplementary conglomeration supervision on the basis of Article 171 or Article 196, the competent authorities responsible for this supervision may request him to request the information necessary for that supervision from the parent undertaking and to forward that information to them. § 3. If the supervisor exercises [consolidated supervision] or supplementary conglomeration supervision on the basis of Article 171 or Article 196 and the parent undertaking has its registered office in a Member State other than Belgium, the supervisor may request the competent authority of that Member State to request all information necessary for that supervision from that parent undertaking and to forward that information to him. § 4. When the supervisor, for the purpose of individual supervision of a credit institution, wishes to obtain information that has already been reported to another competent authority acting as the consolidating supervisor or coordinator, he shall, to the extent possible, approach that authority to obtain that information. § 5. If the supervisor, in his capacity as consolidating supervisor or coordinator, needs information that has already been provided to another competent authority, he shall, if possible, contact that authority so that the other authorities involved in supervision are not informed twice. [ 1 § 6. This article does not derogate from Articles 212/9 to 212/11.] 1

( 1 )<W 2021-07-11/08 , art. 143, 027; Inwerkingtreding : 23-07-2021>

Art.

217 .§ 1. Credit institutions, financial holdings and mixed financial holdings and their subsidiaries, and mixed holdings and their subsidiaries, established under Belgian law, shall provide another supervisory authority with the data and information that it deems useful for [consolidated supervision] or supplementary conglomeration supervision with which it is charged, either directly or indirectly. When it concerns a competent authority, the first paragraph applies in the context of its supervision as determined in accordance with European legislation. When this authority is subject to a third country and the obligation to provide information stems from cooperation agreements concluded by the supervisor with the relevant foreign authority, the first paragraph applies mutatis mutandis. § 2. Supervisory authorities are entitled, in the context of their consolidated supervision or supplementary conglomeration supervision, to verify the data and information they have received on the premises of the undertakings referred to in Article 213, § 1, with their registered office in Belgium, or to appoint approved auditors or experts recognized by them for this purpose, under the following conditions: 1° when it concerns a competent authority, the provisions of Article 214, § 2 apply mutatis mutandis; 2° when this authority is subject to a third country, the provisions of Article 214, § 3 apply mutatis mutandis.

( 1 )<W 2021-07-11/08 , art. 144, 027; Inwerkingtreding : 23-07-2021>

Art.

218 .[ 1 In his capacity as consolidating supervisor or coordinator, the supervisor draws up lists of respectively the approved or designated financial holdings and mixed financial holdings involved in the consolidated supervision exercised by him, and of the mixed financial holdings involved in the supplementary conglomeration supervision exercised by him. The supervisor also draws up lists of the approved or designated financial holdings and mixed financial holdings governed by Belgian law for which another competent authority than the supervisor has been designated respectively as the consolidating supervisor in accordance with Article 111 of Directive 2013/36/EU and as the coordinator in accordance with Article 10 of Directive 2002/87/EC. He forwards these lists to the competent authorities of the other Member States concerned, to the EBA for consolidated supervision and to the EBA and the European Insurance and Occupational Pensions Authority for supplementary conglomeration supervision, and to the European Commission.] 1

( 1 )<W 2021-07-11/08 , art. 145, 027; Inwerkingtreding : 23-07-2021>

Subsection IV. [ 1

• Parent undertakings subject to the law of a third country] 1

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( 1 )<W 2021-07-11/08 , art. 146, 027; Inwerkingtreding : 23-07-2021>

Art.

218/1 . [ 1 § 1. Credit institutions governed by Belgian law whose parent undertaking is subject to the law of a third country must comply with one of the following conditions: 1° the credit institution is owned by an intermediate EU parent undertaking; 2° the credit institution is itself an intermediate EU parent undertaking; 3° the credit institution belongs to a group from a third country that has no other EU subsidiaries that are a credit institution, an investment firm, an approved or designated financial holding or mixed financial holding; 4° the credit institution belongs to a group from a third country whose total value of assets in the EU is less than 40 billion euros. § 2. For the purposes of this article, the total value of assets in the EU of a group from a third country is the sum of the following: 1° the total value of assets of each credit institution and investment firm in the EU that is part of the group from a third country, as appears from its consolidated balance sheet or, in the absence thereof, as appears from its separate balance sheets; and 2° the total value of assets of each branch of the group from a third country to which a license has been granted in a Member State in accordance with Directive 2013/36/EU, Regulation No. 600/2014 or Directive 2014/65/EU.] 1

( 1 )<Ingevoegd bij W 2021-07-11/08 , art. 147, 027; Inwerkingtreding : 23-07-2021>

Art.

218/2 . [ 1 § 1. Credit institutions as referred to in Article 218/1, § 1, 1° must be owned by an intermediate EU parent undertaking that owns all subsidiaries in the EU of the group from a third country that are credit institutions, investment firms, approved or designated financial holdings and mixed financial holdings. Credit institutions as referred to in Article 218/1, § 1, 2°, own all subsidiaries in the EU of the group from a third country that are credit institutions, investment firms, approved and designated financial holdings and mixed financial holdings. § 2. The supervisor, if necessary in mutual agreement with the other competent authorities concerned, may allow a group from a third country to establish two intermediate EU parent undertakings, when the establishment of only a single intermediate EU parent undertaking: 1° would not be in compliance with a mandatory requirement regarding the separation of activities imposed by regulatory provisions or by the supervisor of the third country where the ultimate parent undertaking of the group from a third country has its head office; or 2° would, according to the resolution authority competent for the intermediate EU parent undertaking, make resolution less effective than if there were two intermediate EU parent undertakings. In the event of a disagreement, the supervisor may refer the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010 and request its assistance. § 3. The intermediate EU parent undertaking as referred to in Article 218/1, § 1, 1°, must have obtained a license as a credit institution in accordance with Article 7 or in accordance with the legislation of another Member State, or must be an approved or designated financial holding or mixed financial holding. When, in accordance with paragraph 2, 1°, a second intermediate EU parent undertaking may be established, one of the intermediate parent undertakings may, in derogation of the first paragraph, be an investment firm that has obtained a license in accordance with Article 6 of the Act of 25 October 2016 or in accordance with the legislation of another Member State and that is subject to Directive 2014/59/EU. § 4. The supervisor shall notify the EBA of the following information concerning each group from a third country active in Belgium: 1° the name and total value of the assets of the credit institutions and investment firms governed by Belgian law and the name of the Belgian approved or designated financial holdings and mixed financial holdings that belong to a group from a third country; 2° the name of the credit institutions and investment firms that have a branch to which a license has been granted in Belgium in accordance with this Act, the Act of 25 October 2016 or Regulation No. 600/2014, and the total value of their assets in Belgium as well as the activities they are authorized to carry out under their license; 3° the name and legal supervisory status of the intermediate EU parent undertakings governed by Belgian law in light of the criteria of paragraph 3 and the name of the group from a third country of which they are part.] 1

( 1 )<Ingevoegd bij W 2021-07-11/08 , art. 148, 027; Inwerkingtreding : 23-07-2021>

Art.

219 .[ 1 § 1. Credit institutions governed by Belgian law with a parent undertaking

• a parent credit institution, financial holding or mixed financial holding, or
• a regulated undertaking at the head of a financial conglomerate, which is subject to the law of a third country, which are not already subject to or included in the scope of consolidated supervision, in accordance with Section II of this Chapter and this Section or supplementary conglomeration supervision, in accordance with Section III of this Chapter and this Section, exercised by the supervisor or another competent authority, shall, as the case may be, without prejudice to Articles 218/1 and 218/2, be subject to consolidated supervision or supplementary conglomeration supervision in accordance with the provisions of this article. § 2. The supervisor verifies whether the credit institutions referred to in paragraph 1 are subject to supervision exercised by an authority of a third country that is equivalent to: 1° consolidated supervision under the provisions of Section II of this Chapter and this Section, or 2° supplementary conglomeration supervision under the provisions of Section III of this Chapter and this Section. He does this on his own initiative or at the request of the parent undertakings referred to in paragraph 1 or of the credit institution governed by Belgian law. Before taking a decision, the supervisor consults the other potentially competent authorities concerned on the equivalence or non-equivalence of the supervision in question and, with regard to consolidated supervision, also the EBA. With regard to this equivalence, the supervisor takes into account: 1° the guidelines issued by the European Banking Committee for consolidated supervision in accordance with Directive 2013/36/EU and Regulation No. 575/2013; 2° the guidelines drawn up by the Joint Committee in accordance with Articles 16 and 56 of Regulation No. 1093/2010, Regulation No. 1094/2010 or Regulation No. 1095/2010, on supplementary conglomeration supervision, in accordance with Directive 2002/87/EC. § 3. If another competent authority than the supervisor is designated as consolidating supervisor or coordinator on the basis of the mutatis mutandis application of the provisions of Article 111 of Directive 2013/36/EU or Article 10 of Directive 2002/87/EC, the verification and consultation referred to in paragraph 2 shall be carried out by this other competent authority and the supervisor may communicate his findings and views on the equivalence referred to in paragraph 1 to this other competent authority. When, with regard to supplementary conglomeration supervision, the supervisor disagrees with a decision taken by another competent authority under the first paragraph, Article 19, as the case may be, of Regulation No. 1093/2010, Regulation No. 1094/2010 or Regulation No. 1095/2010 applies. § 4. If the procedure in paragraphs 2 and 3 leads to the finding that there is no equivalence, the credit institutions governed by Belgian law concerned shall be subject to consolidated supervision or supplementary conglomeration supervision that is equivalent to that of Sections II and III of this Chapter and of this Section, and that is exercised by the supervisor if he is the competent authority that would be responsible for consolidated supervision or supplementary conglomeration supervision with the mutatis mutandis application of the provisions of, respectively, Article 171 or Article 196. Furthermore, the supervisor may, after consulting the other competent authorities concerned, also decide to apply another appropriate supervisory method that serves to achieve the objectives behind the provisions referred to in paragraph 2, first paragraph. The supervisor may in particular require that the credit institutions governed by Belgian law and any other regulated establishments established under the law of a Member State be placed in a group with a financial holding or mixed financial holding established under the law of a Member State at the head, and that the following legislation apply: 1° the legislation transposing Title VII, Chapter III of Directive 2013/36/EU on a consolidated basis, into the law of the Member State where the financial holding is established, or 2° the legislation transposing Chapter II of Directive 2002/87 into the law of the Member State where the mixed financial holding is established at the level of the financial conglomerate with that mixed financial holding at the head. In that case, the supervisor, when responsible for consolidated supervision or supplementary conglomeration supervision, shall inform the other competent authorities concerned, the European Commission and, with regard to consolidated supervision, also the EBA, of any decision taken with the application of the second and third paragraphs. For the purposes of the first to fourth paragraphs, the supervisor concludes the necessary agreements with the competent authorities concerned.] 1

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( 1 )<W 2021-07-11/08 , art. 149, 027; Inwerkingtreding : 23-07-2021>

CHAPTER V.

• Auditing supervision

Art.

220 .The mandate of auditor as referred to in the Companies Code may in credit institutions governed by Belgian law only be entrusted to one or more auditors or one or more audit firms that have been recognized by the Bank in accordance with Article 222. In credit institutions that, in application of the aforementioned Code, do not need to have an auditor, the general meeting of partners shall appoint one or more recognized auditors or one or more recognized audit firms as referred to in the first paragraph. They shall perform the duties of auditor and bear that title. The provisions of the Companies Code regarding the auditors of public limited companies apply to the appointment and mandate of auditor in these institutions. For the purposes of the Companies Code with regard to the foregoing, the general meeting of partners replaces the general meeting of shareholders in companies where the law does not establish it. Credit institutions may appoint deputy auditors, who shall perform the duties of the auditor in the event of long-term impediment. The provisions of this article and of Article 221 apply to these deputies. The recognized auditors appointed in accordance with this article certify the consolidated annual accounts of the credit institution.

Art.

221 .[ 1 Recognized audit firms shall, for the exercise of the mandate of auditor as referred to in Article 220, rely on a recognized auditor whom they designate in accordance with Article 3:60 of the Companies and Associations Code.] 1 The provisions of this Act and its implementing regulations, which regulate the appointment, mandate, obligations and prohibitions for auditors as well as the other than criminal sanctions applicable to them, apply both to audit firms and to the recognized auditors who represent them. A recognized audit firm may appoint a deputy representative among its members who meet the appointment conditions.

( 1 )<W 2022-07-20/40 , art. 339, 031; Inwerkingtreding : 06-10-2022>

Art.

222 .The Bank lays down, by regulation established in application of Article 12bis, § 2 of the Act of 22 February 1998, the regulation for the recognition of auditors and audit firms. The recognition regulation is issued after consultation of the recognized auditors through their representative professional association. [ 1 The Supervisory Board for Corporate Auditors established by Article 32 of the Act of 7 December 2016 on the organization of the profession of and public supervision over corporate auditors, shall inform the Bank whenever a procedure is initiated or a measure and/or sanction is taken by this Board against a recognized auditor or a recognized audit firm due to a deficiency in the exercise of his or her mandate, with an explanation of the reasoning, and whenever a report is drawn up in application of Article 56, § 1 of the aforementioned Act of 7 December 2016. The Board shall also inform the Bank of all similar procedures, measures and/or sanctions imposed abroad on a recognized auditor or a recognized audit firm of which the Board has knowledge.] 1

( 1 )<W 2018-03-11/07 , art. 246, 016; Inwerkingtreding : 26-03-2018>

Art.

223 .For the appointment of recognized auditors and deputy recognized auditors at credit institutions, the prior consent of the supervisor is required. This consent must be requested by the corporate body that proposes the appointment. In the appointment of a recognized audit firm, this consent applies both to the firm and to its representative. This consent is also required for the renewal of a mandate. When the appointment of the auditor is made by law by the president of the [commercial court] or the court of appeal, he chooses from a list of recognized auditors to which the supervisor has given his approval.

( 1 )<W 2018-04-15/14 , art. 252, 021; Inwerkingtreding : 01-11-2018>

Art.

224. The supervisor may, by a decision motivated by reasons related to their status or their mandate as an approved auditor or approved audit firm, as determined by or pursuant to this Act, withdraw its consent, in accordance with Article 223, with an approved auditor, an approved deputy auditor, an approved audit firm, or a representative or deputy representative of such a firm. With this withdrawal, the mandate of the auditor ends.

Before an approved auditor resigns, the supervisor and the credit institution must be notified in advance, stating the reasons.

The recognition regulation governs the procedure.

In the absence of an approved deputy auditor or a deputy representative of an approved audit firm, the credit institution or the approved audit firm, respecting Article 223, must ensure their replacement within two months.

The proposal to dismiss an approved auditor from their mandate in a credit institution, as regulated by [1 Articles 3:66 and 3:67 of the Code of Companies and Associations]1, is submitted to the supervisor for advice. This advice is communicated to the general meeting.

( 1 )<W 2021-06-27/09 , art. 161, 026; Inwerkingtreding : 19-07-2021>

Art.

225. The approved auditors cooperate with the supervision of the supervisor, under their own and exclusive responsibility and in accordance with this article, according to the rules of the profession and the guidelines of the supervisor. To that end:

1° they assess the internal control measures taken by the credit institutions as referred to in Article 21, § 1, 2°, and applying Articles 21, § 1, 9°, 42 and 66, and they communicate their findings regarding this to the supervisor;

2° they report to the supervisor on:

a) the results of the limited review of the periodic statements that the credit institutions submit to the supervisor at the end of the first half-year, in which it is confirmed that they are not aware of any facts that would indicate that the periodic statements as of the end of the half-year were not prepared in all material respects in accordance with the applicable guidelines of the supervisor. Furthermore, they confirm that the periodic statements as of the end of the half-year, with regard to accounting data, are in all material respects consistent with the accounting records and inventories, in terms of completeness, meaning that they contain all data from the accounting records and inventories on the basis of which the periodic statements are prepared, and accuracy, meaning that they correctly represent the data from the accounting records and inventories on the basis of which the periodic statements are prepared; and they confirm that they are not aware of any facts that would indicate that the periodic statements as of the end of the half-year were not prepared applying the booking and valuation rules for the preparation of the annual accounts with respect to the last financial year; the supervisor may further specify the periodic statements referred to here;

b) the results of the audit of the periodic statements that the credit institutions submit to the supervisor at the end of the financial year, in which it is confirmed that the periodic statements were prepared in all material respects in accordance with the applicable guidelines of the supervisor. Furthermore, they confirm that the periodic statements as of the end of the financial year, with regard to accounting data, are in all material respects consistent with the accounting records and inventories, in terms of completeness, meaning that they contain all data from the accounting records and inventories on the basis of which the periodic statements are prepared, and accuracy, meaning that they correctly represent the data from the accounting records and inventories on the basis of which the periodic statements are prepared; and they confirm that the periodic statements as of the end of the financial year were prepared applying the booking and valuation rules for the preparation of the annual accounts; the supervisor may further specify the periodic statements referred to here;

3° they submit a special report to the supervisor at his request on the organization, operations, and financial structure of the credit institution; the costs for preparing this report are borne by the credit institution;

4° they, in the framework of their mandate at the credit institution or an audit mandate at an undertaking connected to the credit institution, report to the supervisor on their own initiative, as soon as they become aware of:

a) decisions, facts, or developments that may significantly affect the financial position of the credit institution or its administrative and accounting organization or its internal control;

b) decisions or facts that may indicate a violation of the Code of Companies and Associations, the articles of association, [5 this Act and its implementing decrees and regulations]5 [6 or European regulations]6;

c) other decisions or facts that may lead to a refusal to certify the annual accounts or to the formulation of qualifications;

5° [4 they report to the supervisor at least once a year on the adequacy of the measures taken by the credit institution to safeguard client funds applying Articles 65 and 65/1 and, for credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, of Article 74/1, and of the implementing measures taken by the King on the basis of these provisions;]4

[3 6° they annually submit to the supervisor a declaration indicating whether or not they have identified special mechanisms within the meaning of Article 21, § 1/1.]3

According to the modalities determined in Article 138, the Bank makes the information referred to in the provisions under 5° of the first paragraph available to the FSMA, to enable it to exercise the powers referred to in Article 45, § 1, 3° and § 2 of the Act of 2 August 2002.

Against approved auditors who have provided information in good faith as referred to in the first paragraph, 4°, no civil, criminal, or disciplinary claims may be brought, nor professional sanctions may be imposed.

[ 2 The approved auditors communicate to the credit institutions the reports they address to the supervisor in accordance with the first paragraph, 3°. The reports referred to in this article that were communicated to the credit institution may only be communicated by the latter to third parties with the prior consent of the supervisor and under the conditions established by him. Communications made in violation of this paragraph are punished with the penalties provided for in Article 458 of the Penal Code. The approved auditors send the supervisor a copy of the communications they address to the credit institution and which concern matters that may be relevant for the supervision he exercises.]2

The approved auditors and the approved audit firms may, at the foreign branches of the institution on which they exercise supervision, [5 perform the audits and investigations]5 that fall within their mandate.

They may be instructed by the supervisor, if necessary at the request of the European Central Bank in its capacity as a monetary authority, to confirm that the data that these credit institutions must provide to these authorities are prepared completely, accurately, and in conformity with the applicable rules.

( 1 )<W 2016-10-25/05 , art. 43, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2017-11-21/08 , art. 173, 014; Inwerkingtreding : 03-01-2018> ( 3 )<W 2021-06-02/03 , art. 22, 025; Inwerkingtreding : 28-06-2021> ( 4 )<W 2021-07-11/08 , art. 150, 027; Inwerkingtreding : 23-07-2021> ( 5 )<W 2022-07-20/40 , art. 342, 031; Inwerkingtreding : 06-10-2022> ( 6 )<W 2025-03-25/05 , art. 76, 035; Inwerkingtreding : 08-05-2025>

Art.

225/1. [ 1 The approved auditor annually submits to the audit committee, on the one hand, if such a committee has been established, and to the statutory governing body, on the other hand, the additional declaration referred to in Article 11 of Regulation No. 537/2014. This declaration concerns in particular significant matters that have come to light during the exercise of his statutory audit of the annual accounts, and more specifically serious deficiencies in internal control with regard to financial reporting. This additional declaration is submitted no later than on the date of submission [2 of the report referred to in Articles 3:75 and 3:80 of the Code of Companies and Associations]2 and in Article 10 of Regulation No. 537/2014.

At the request of the supervisor, the audit committee or, if necessary, the statutory governing body, submits the additional declaration referred to in the first paragraph.]1

( 1 )<W 2016-12-07/02 , art. 136, 010; Inwerkingtreding : 31-12-2016> ( 2 )<W 2021-06-27/09 , art. 162, 026; Inwerkingtreding : 19-07-2021>

TITEL IV.

• Resolution Plans

HOOFDSTUK I.

• Preparation of Resolution Plans

Art.

226. § 1. [1 After consultation with the supervisor, the resolution authority prepares a resolution plan for each credit institution that is not part of a group for which a group recovery plan is prepared.]1

§ 2. The resolution authority may require the credit institution to provide assistance in preparing and updating the resolution plan, and to provide it with all information necessary for this purpose. [2 The resolution authority may in particular oblige the credit institution to keep detailed data regarding financial contracts in which it is a party. If all or part of this information is already available with the supervisor, the supervisor transfers this information to the resolution authority.]2

§ 3. The resolution authority shares a summary of the key elements of the resolution plan with the credit institution.

[ 2 § 4. The resolution authority suspends the preparation of the resolution plan as long as the measures to reduce or eliminate impediments to resolvability have not been established in accordance with Article 231 [3, 231/1]3 and 232.

§ 5. The resolution authority transmits the resolution plan and any amendments thereto to the supervisor.]2

( 1 )<KB 2015-12-26/07 , art. 4, 005; Inwerkingtreding : 01-01-2016> ( 2 )<W 2016-06-27/09 , art. 7, 008; Inwerkingtreding : 16-07-2016> ( 3 )<W 2021-07-11/08 , art. 151, 027; Inwerkingtreding : 23-07-2021>

Art.

227. § 1. The resolution plan determines the measures that may be taken by the resolution authority with regard to the credit institution if the conditions determined in Article 244, § 1, are fulfilled for this institution, in particular to ensure the continuity of its critical functions, to avoid undermining the stability of the Belgian and international financial systems, and to protect guaranteed deposits.

The resolution plan takes into account various scenarios, including the possibility that the failure of the credit institution is idiosyncratic or occurs in a context of general financial instability or systemic events.

The resolution plan does not take into account any exceptional public support, [1 without prejudice to the interventions of the Resolution Fund,]1 nor any emergency financing by central banks or any recourse to other liquidity facilities by central banks under conditions regarding collateral, duration, or interest that differ from standard conditions. The plan nevertheless contains an analysis of how and when the credit institution could recourse to central bank facilities, and indicates which assets could serve as collateral for this purpose.

§ 2. By a decision discussed in the Council of Ministers, taken on the advice of the resolution authority, the King may further determine:

1° the minimum content of the resolution plan; and

2° the information that must be communicated by the credit institutions to the resolution authority, and the frequency with which this must be done.

( 1 )<W 2016-06-27/09 , art. 8, 008; Inwerkingtreding : 16-07-2016>

Art.

228. The resolution authority updates the resolution plan at least once a year and in any case after any change in the legal or organizational structure of the credit institution, its operations, or its financial position, which may have a significant impact on the plan or require an amendment to it.

[ 1 For the purpose of applying the first paragraph, the credit institutions and the supervisor inform the resolution authority immediately of all changes that require an update or revision of the resolution plan.]1

[ 2 The update referred to in the first paragraph is also carried out after the implementation of a resolution measure or the exercise of the power of write-down or conversion of relevant capital instruments and eligible liabilities referred to in Article 250.]2

( 1 )<W 2017-12-05/04 , art. 63, 015; Inwerkingtreding : 28-12-2017> ( 2 )<W 2021-07-11/08 , art. 152, 027; Inwerkingtreding : 23-07-2021>

Art.

229. [ 1 § 1. The resolution authority may exempt the credit institutions referred to in Article 239, § 1, from the obligations of this Chapter.

§ 2. When the resolution authority grants an exemption applying paragraph 1, it applies the requirements determined in this Chapter based on the general situation of the central institution and the credit institutions affiliated with this institution as referred to in Article 239.

§ 3. Institutions that are under the direct supervision of the European Central Bank in accordance with Article 6, paragraphs 4 and 5, point b), of the SSM Regulation or whose operations constitute a significant part of the Belgian financial system cannot be exempted under paragraph 1. For the purpose of this paragraph, the operations of an institution are considered to constitute a significant part of the Belgian financial system if one of the following conditions is met:

1° the total value of its assets is greater than EUR 30,000,000,000; or

2° the ratio between its total assets and gross domestic product is greater than 20%.

§ 4. The resolution authority may derogate from the obligations under this Chapter regarding the content of the resolution plan, the frequency of updating the plan, or the information provision by the credit institution, insofar as such a derogation is justified in light of the impact that the failure and liquidation of the credit institution in the context of a liquidation procedure may have on the financial markets, on other credit institutions, on financing conditions, and on the economy in general. In doing so, the [2 resolution authority]2 takes into account in particular the nature of the operations of the credit institution, its shareholder structure, legal form, risk profile, size, and legal status, its interconnection with other credit institutions or the financial system in general, the perimeter and complexity of its operations, and the possible exercise of investment services or activities.]1

[ 4 The resolution authority carries out this assessment after consultation, if appropriate, of the Bank in its capacity as a macroprudential authority.]4

[ 3 § 5. The resolution authority informs the EBA of the manner in which it has applied the provisions of this article.]3

( 1 )<W 2015-12-18/17 , art. 25, 004; Inwerkingtreding : 08-01-2016> ( 2 )<W 2017-12-05/04 , art. 64, 015; Inwerkingtreding : 28-12-2017> ( 3 )<W 2018-03-11/07 , art. 248, 016; Inwerkingtreding : 26-03-2018> ( 4 )<W 2021-07-11/08 , art. 153, 027; Inwerkingtreding : 23-07-2021>

HOOFDSTUK II.

• Assessment of Resolution Plans

Afdeling I.

• Assessment of resolvability of credit institutions

Art.

230. In preparing and updating the resolution plan, the resolution authority, after consultation with the supervisor, assesses the resolvability of the credit institution.

A credit institution is considered resolvable if the resolution authority can credibly either place the credit institution in liquidation or resolve it by applying one or more resolution tools and powers, thereby avoiding as much as possible significant adverse effects on the financial systems of Belgium or other Member States, also in the event of general financial instability or systemic events, with the objective of ensuring the continuity of the critical functions of the credit institution.

By a decision discussed in the Council of Ministers, taken on the advice of the resolution authority, the King may further determine the elements that the resolution authority must investigate to assess the resolvability of a credit institution in accordance with this article.

In assessing the resolvability of a credit institution, the resolution authority does not assume any exceptional public support, [1 without prejudice to the interventions of the Resolution Fund,]1 nor any emergency financing by central banks or any recourse to other liquidity facilities by central banks under conditions regarding collateral, duration, or interest that differ from standard conditions.

( 1 )<W 2016-06-27/09 , art. 9, 008; Inwerkingtreding : 16-07-2016>

Afdeling I/1. [ 1

• Power to prohibit certain distributions]1

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( 1 )<Ingevoegd bij W 2021-07-11/08 , art. 154, 027; Inwerkingtreding : 23-07-2021>

Art.

230/1. [ 1 § 1. If a credit institution is in a situation where it meets the overall requirement for a Tier 1 capital buffer referred to in Article 95 according to the modalities of Article 98/1, but does not meet the overall requirement for a Tier 1 capital buffer when taken into account alongside the requirements referred to in Articles 267/5/1 and 267/5/2 as calculated in accordance with Article 267/3, § 2, 1°, the resolution authority is empowered to prohibit that credit institution from making distributions, for an amount higher than the maximum distributable amount, calculated in accordance with Article 230/4, by:

1° making distributions related to Tier 1 capital;

2° incurring an obligation to pay variable remuneration or distributions under discretionary pension, or to pay variable remuneration if the obligation to pay was incurred or is to be executed at the time when the credit institution did not meet the overall requirement for a Tier 1 capital buffer; or

3° making payments on Additional Tier 1 instruments.

§ 2. A credit institution immediately notifies the resolution authority that it is in the situation referred to in this article.]1

( 1 )<Ingevoegd bij W 2021-07-11/08 , art. 155, 027; Inwerkingtreding : 23-07-2021>

Art.

230/2. [ 1 § 1. The resolution authority assesses without delay and after consulting the supervisor whether it will exercise the power referred to in Article 230/1, taking into account each of the following elements:

1° the reason, duration, and extent of the non-compliance and its consequences for resolvability;

2° the manner in which the financial situation of the credit institution evolves and the likelihood that it will meet the condition referred to in Article 244, § 1, 1°;

3° the prospect that the credit institution will be able to comply with the requirements referred to in Article 230/1 within a reasonable time;

4° if the credit institution is unable to ensure the replacement of liabilities that no longer meet the criteria to qualify or the maturity criteria established in Articles 72ter and 72quater of Regulation No. 575/2013, or in Article 267/5 or Article 267/5/4, § 2, if that inability is inherent to the credit institution or is due to market-wide disruption;

5° whether the exercise of that power is the most suitable and proportionate means to address the situation of the credit institution, given the possible consequences for both the financing conditions and the resolvability of the credit institution concerned.

§ 2. As long as the credit institution is in the situation referred to in Article 230/1, the resolution authority reassesses at least every month whether it exercises the power referred to in that article.]1

( 1 )<Ingevoegd bij W 2021-07-11/08 , art. 156, 027; Inwerkingtreding : 23-07-2021>

Art.

230/3

§ 1. If the resolution authority finds that the credit institution is still in the situation referred to in Article 230/1 nine months after it reported that situation, the resolution authority shall exercise the power referred to in Article 230/1, after consulting the supervisor, unless the resolution authority finds after an assessment that at least two of the following conditions are met: 1° the non-compliance is attributable to a serious disturbance in the functioning of financial markets, which gives rise to general tension in various segments of the financial markets; 2° the disturbance referred to in point 1° leads not only to greater price volatility of the equity instruments and eligible liabilities of the credit institution or higher costs, but also to a total or partial closure of the markets, which prevents the credit institution from issuing equity instruments and eligible liabilities on those markets; 3° the market closure referred to in point 2° is observable not only for the credit institution concerned, but also for various other credit institutions or entities referred to in Article 424; 4° the disturbance referred to in point 1° prevents the credit institution concerned from issuing equity instruments and eligible liabilities that are sufficient to remedy the non-compliance; or 5° the exercise of the power referred to in Article 230/1 may lead to negative spillover effects for the entire or part of the banking sector, which threaten to undermine financial stability.

§ 2. If the exception referred to in paragraph 1 applies, the resolution authority shall notify its decision to the supervisor and explain its opinion in writing. The resolution authority shall reassess every month whether the exception referred to in paragraph 1 applies.

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(1) <Inserted by Law 2021-07-11/08, art. 157, 027; Entry into force: 23-07-2021>

Art. 230/4

§ 1. The maximum distributable amount with regard to the minimum requirement for own funds and eligible liabilities is calculated by multiplying the amount calculated in accordance with paragraph 2 by the factor determined in accordance with paragraph 3. The maximum distributable amount with regard to the minimum requirement for own funds and eligible liabilities shall be reduced by any amount resulting from any of the actions referred to in Article 230/1.

§ 2. The amount to be multiplied referred to in paragraph 1 consists of: 1° all interim profits that have not been included in Tier 1 core capital in accordance with Article 26(2) of Regulation No. 575/2013, excluding all profit distributions or payments resulting from the actions referred to in Article 230/1; increased with 2° all year-end profits that have not been included in Tier 1 core capital in accordance with Article 26(2) of Regulation No. 575/2013, excluding all profit distributions or payments resulting from the actions referred to in Article 230/1; and reduced by 3° amounts that would be due as tax if the elements mentioned in points 1° and 2° were retained.

§ 3. The factor referred to in paragraph 1 is determined as follows: 1° if the Tier 1 core capital held by the credit institution that is not used to meet any of the requirements established in Article 92bis of Regulation No. 575/2013 and in Articles 267/5/1 and 267/5/2, expressed as a percentage of the total risk exposure, calculated in accordance with Article 92(3) of Regulation No. 575/2013, lies within the first (i.e., lowest) quartile of the global requirement for a Tier 1 core capital buffer, the factor is 0; 2° if the Tier 1 core capital held by the credit institution that is not used to meet any of the requirements established in Article 92bis of Regulation No. 575/2013 and in Articles 267/5/1 and 267/5/2, expressed as a percentage of the total risk exposure, calculated in accordance with Article 92(3) of Regulation No. 575/2013, lies within the second quartile of the global requirement for a Tier 1 core capital buffer, the factor is 0.2; 3° if the Tier 1 core capital held by the credit institution that is not used to meet the requirements established in Article 92bis of Regulation No. 575/2013 and in Articles 267/5/1 and 267/5/2, expressed as a percentage of the total risk exposure, calculated in accordance with Article 92(3) of Regulation No. 575/2013, lies within the third quartile of the global requirement for a Tier 1 core capital buffer, the factor is 0.4; 4° if the Tier 1 core capital held by the credit institution that is not used to meet the requirement established in Article 92bis of Regulation No. 575/2013 and in Articles 267/5/1 and 267/5/2, expressed as a percentage of the total risk exposure, calculated in accordance with Article 92(3) of Regulation No. 575/2013, lies within the fourth (i.e., highest) quartile of the global requirement for a Tier 1 core capital buffer, the factor is 0.6.

The lower and upper bounds of each quartile of the global requirement for a Tier 1 core capital buffer are calculated as follows: lower bound of quartile = (global requirement for a Tier 1 core capital buffer / 4) x (Qn - 1); upper bound of quartile = (global requirement for a Tier 1 core capital buffer / 4) x Qn; where "Qn" = the serial number of the relevant quartile.

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(1) <Inserted by Law 2021-07-11/08, art. 158, 027; Entry into force: 23-07-2021>

Section II.

• Reduction or removal of impediments to the resolvability of credit institutions

Art. 231. If, after assessing the resolvability of a credit institution in accordance with Article 230, the resolution authority, after consulting the supervisor, considers that there are significant impediments to the resolvability of the credit institution, it shall notify the credit institution concerned [1, the resolution authorities in the jurisdictions where significant branches are established]1 and the supervisor thereof in writing, describing the identified impediments. [2 The resolution authority shall also notify the EBA thereof in good time.]2

Within four months of the date of receipt of the notification referred to in the first paragraph, the credit institution shall propose measures to the resolution authority to reduce or remove the identified impediments.

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(1) <Law 2016-06-27/09, art. 10, 008; Entry into force: 16-07-2016> (2) <Law 2019-05-02/25, art. 37, 019; Entry into force: 31-05-2019>

Art. 231/1. [1 Within two weeks of the date of receipt of a notification made in accordance with Article 231, the credit institution shall inform the resolution authority of possible measures and the timetable for their implementation to ensure that the credit institution complies with Article 267/5/3 or 267/5/4 and with the global requirement for a Tier 1 core capital buffer, if a significant impediment to resolvability is due to one of the following situations: 1° the credit institution is in the situation referred to in Article 230/1; or 2° the credit institution does not comply with the requirements referred to in Articles 92bis and 494 of Regulation No. 575/2013, nor with the requirements referred to in Articles 267/5/1 and 267/5/2.

The timetable for the implementation of the measures proposed in the first paragraph shall take into account the reasons for the significant impediment. The resolution authority shall assess, after consulting the supervisor, whether the measures proposed under this article actually address or remove the significant impediment concerned.]1

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(1) <Inserted by Law 2021-07-11/08, art. 159, 027; Entry into force: 23-07-2021>

Art. 232. If the resolution authority, after consulting the supervisor, considers that the measures proposed by the credit institution in accordance with Article 231, second paragraph, [2 or Article 231/1]2 do not remove or sufficiently reduce the impediments to the resolvability of the credit institution identified, it shall require the credit institution to take other measures. [1 In establishing those other measures, the resolution authority shall demonstrate why the measures proposed by the credit institution could not remove the impediments to resolvability and why the other measures for removing the impediments are proportionate. The resolution authority shall take into account the threat posed by those impediments to resolvability to financial stability, and the consequences of the measures for the business activities of the credit institution, its stability, and its ability to contribute to the economy. After consulting the supervisor and the National Bank in its capacity as a macroprudential authority, the resolution authority shall also take into account the potential effect of those measures on the credit institution concerned, on the internal market for financial services, and on financial stability in other Member States and in the Union as a whole.]1

The resolution authority may in particular require the credit institution to: 1° adapt group financial support agreements, evaluate the absence of such agreements, or conclude service agreements, within the group or with third parties, to ensure the exercise or provision of one or more critical functions; 2° limit the maximum amount of its individual and total risk exposures; 3° provide additional information relevant for resolution on an ad hoc or regular basis; 4° transfer certain assets; 5° limit, suspend, or cease certain existing or planned activities; 6° reduce or cease the development of certain activities or the sale of certain products; 7° modify its legal or operational structures or those of one or more entities over which it has direct or indirect control, in order to reduce their complexity and ensure that critical functions can be legally and operationally separated from other functions by applying resolution tools; 8° ensure the establishment of a financial holding company that takes control of the credit institution concerned or, in the event that it is a subsidiary of a mixed financial holding company, ensure that the latter establishes a separate financial holding company to exercise control over the credit institution, if this is necessary to facilitate its resolution and to avoid the application of resolution tools and the exercise of resolution powers having a negative impact on the non-financial part of the group; 9° renegotiate the terms of the additional Tier 1 instruments or additional Tier 2 instruments issued by it to ensure that a decision by the resolution authority to write off or convert these instruments is enforceable under the law applicable to these instruments; 10° [2 submit a plan to restore compliance with the requirements of Articles 267/5/3 or 267/5/4, expressed as a percentage of the total risk exposure, calculated in accordance with Article 92(3) of Regulation No. 575/2013, and, where applicable, to the global requirement for a Tier 1 core capital buffer and to the requirements referred to in Articles 267/5/3 or 267/5/4, expressed as a percentage of the total exposure measure as referred to in Articles 429 and 429bis of Regulation No. 575/2013; 11° issue eligible liabilities as referred to in Article 242, 10/1°, to comply with the requirements of Articles 267/5/3 or 267/5/4; 12° take other measures to comply with the minimum requirements for own funds and eligible liabilities in accordance with Articles 267/5/3 or 267/5/4, and in particular strive to renegotiate any eligible liability, additional Tier 1 capital instrument, or Tier 2 capital instrument it has issued, to ensure that any decision by the resolution authority to write off or convert that liability or capital instrument is executed under the law of the jurisdiction applicable to that liability or capital instrument; 13° to ensure ongoing compliance with Articles 267/5/3 or 267/5/4, modify the maturity profile of:

• the additional Tier 1 capital instruments or Tier 2 capital instruments, after having obtained the consent of the supervisor, and
• the eligible liabilities referred to in Articles 267/5 and 267/5/4, § 2, 1°.]2

[1 The decision of the resolution authority shall be adequately motivated, in particular with regard to the application of the proportionality requirement referred to in the first paragraph, and shall be notified in writing to the credit institution. It shall submit a plan for the implementation of that decision within one month.]1

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(1) <Law 2016-06-27/09, art. 11, 008; Entry into force: 16-07-2016> (2) <Law 2021-07-11/08, art. 160, 027; Entry into force: 23-07-2021>

Art. 232/1. [1 If the resolution authority, when assessing the resolvability of a credit institution or entity as referred to in Article 424, 2° to 4°, or at any other time finds that within a category of obligations comprising eligible liabilities, the amount of liabilities without the contractual bail-in clause referred to in Article 267/15, § 1, together with the liabilities that are excluded from the application of the internal bail-in instrument in accordance with Article 242, 10°, or that are likely to be excluded in accordance with Article 267/2, § 2, exceeds 10% of that category, it shall immediately assess what consequences this particular fact has for the resolvability of that credit institution or entity, including the consequences for resolvability resulting from the risk of breaches of the safeguards for creditors regulated in Article 282, § 2 when exercising write-down and conversion powers on eligible liabilities.

If the resolution authority concludes on the basis of the assessment referred to in the preceding paragraph that the liabilities that do not contain the contractual provision referred to in Article 267/15, § 1, first paragraph, in accordance with Article 267/15, § 2, constitute a significant impediment to resolvability, it shall, where appropriate, apply the powers referred to in Articles 231 to 232 and 449 to 451 in such a way that the impediment to resolvability is removed.]1

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(1) <Inserted by Law 2021-07-11/08, art. 161, 027; Entry into force: 23-07-2021>

TITLE V.

• Withdrawal of the licence

Art. 233. By decision notified by registered letter or letter with proof of receipt, the [1 European Central Bank]1 withdraws the licence of credit institutions that have not commenced their activities within twelve months of the granting of the licence, that expressly waive their licence, that have been declared bankrupt, or that have ceased their activities for more than 6 months.

[2 The European Central Bank shall also withdraw the licence of credit institutions as referred to in Article 1, § 3, first paragraph, 2° when their average total assets over five consecutive years fall below the thresholds referred to in that article.]2

The decision to withdraw the licence and the reasons therefor shall be notified by the [1 European Central Bank]1 to the European Banking Authority.

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(1) <Royal Decree 2014-04-25/08, art. 400, 002; Entry into force: 04-11-2014> (2) <Law 2021-07-11/08, art. 162, 027; Entry into force: 06-10-2022>

TITLE VI.

• Recovery measures

CHAPTER I.

• Mandatory measures

Art. 234. § 1. [6 When the supervisor finds that a credit institution is not operating in accordance with the following provisions or when it has data indicating that there is a risk that this institution will no longer operate in accordance with these provisions in the next 12 months: 1° the provisions of this Act or its implementing decrees and regulations; 2° the provisions of Regulation No. 575/2013, Regulation No. 600/2014, Regulation 2017/565 [7 or Regulation 2022/2554,]7 or [7 Articles 5 to 9 and 18 to 27 of Regulation 2017/2402]7; 3° the provisions of the delegated acts adopted in accordance with the provisions referred to in point 2° or in accordance with the European directives transposed by this Act; or 4° the provisions of the implementing acts adopted in accordance with the provisions referred to in point 2°, in accordance with the European directives transposed by this Act or in accordance with the delegated acts referred to in point 3°, it shall set the period within which this situation must be remedied.]6

§ 2. As long as the credit institution has not remedied the situation referred to in paragraph 1, the supervisor may at any time: 1° impose own funds requirements that are stricter or constitute a supplement to those provided for by or under Article 92 of Regulation No. 575/2013 or the regulations adopted pursuant to Article 98; 2° impose the application of special rules on valuation or write-downs in the context of the own funds requirements imposed by or under Article 92 of Regulation No. 575/2013 or the regulations adopted pursuant to Article 98; 3° impose the total or partial retention of distributable profits; 4° limit or prohibit all dividend distributions or payments, in particular of interest, to shareholders or holders of additional Tier 1 capital instruments, insofar as the suspension of the payments resulting therefrom does not lead to the opening of a liquidation procedure under the provisions [4 of Book XX of the Code of Economic Law]4; 5° require that variable remuneration be limited to a percentage of profit; 6° [6 impose specific liquidity requirements]6 that are stricter than those provided for by or under Regulation No. 575/2013 or the regulations adopted pursuant to Article 98, including restrictions on mismatches between the assets and liabilities of the institution; 7° require that the institution limit the risk associated with certain activities or products or with its organization, if necessary by imposing the total or partial transfer of its business or its network; 8° impose standards on risk concentration or to limit exposures that are stricter than those provided for by or under Regulation No. 575/2013 or the regulations adopted pursuant to Article 98; 9° impose an additional reporting obligation or more frequent reporting than provided for by or under Article 106, in particular for reporting on risks, own funds, or liquidity positions; 10° require more comprehensive and more frequent disclosures than those provided for by or under Article 75 or Regulation No. 575/2013; [1 11° impose the measures [6 referred to]6 in Article 116, § 2, second paragraph, 3° and 5°; 12° require that the institution draw up a plan for conducting negotiations with creditors on the restructuring of debts, if necessary in accordance with the recovery plan.]1

[5 § 2/1. Notwithstanding the conditions for the application of paragraphs 1 and 2 and without prejudice to Article 150, § 1, the supervisor shall impose the measure referred to in paragraph 2, 1°, if the credit institution does not comply with the requirements of Articles 21 and 94 of this Act or of Article 393 of Regulation No. 575/2013 and it is unlikely that other supervisory measures would be sufficient to ensure that these requirements can be met within a reasonable time. In that case, Articles 150, § 2, 150/3 and 150/4 shall apply.]5

[5 § 2/2. The measure referred to in paragraph 2, 9° may only be imposed if this obligation is appropriate and proportionate with regard to the purpose for which the information is needed, and the information requested does not lead to duplication. For the purposes of paragraph 2, 9° and of Sections II to IV of Chapter II of Title V of Book II, all information that is essentially identical to information already communicated to the supervisor in accordance with another statutory or regulatory provision or that can be produced by the supervisor shall be considered to lead to duplication. The supervisor shall not require that information already received be communicated in a different format or level of granularity insofar as this difference does not prevent the supervisor from producing information of the same quality and reliability as the information that would be required.]5

§ 3. When the supervisor considers that the measures taken by the institution within the period set in accordance with paragraph 1 to remedy the identified situation are satisfactory, it shall, according to the modalities it determines, lift all or part of the measures it has decided upon in accordance with paragraph 2.

§ 4. The supervisor shall notify the European Banking Authority of the method used to support the finding that there is a risk that an institution will no longer operate in accordance with the provisions referred to in paragraph 1 in the next 12 months.

[1 § 5. The supervisor shall notify the resolution authority without delay as soon as it finds that the conditions referred to in paragraph 1 are met for a credit institution.]1

---

(1) <Law 2016-06-27/09, art. 12, 008; Entry into force: 16-07-2016> (2) <Law 2016-10-25/05, art. 44, 009; Entry into force: 01-12-2016> (3) <Law 2017-11-21/08, art. 174, 014; Entry into force: 03-01-2018> (4) <Law 2019-05-02/25, art. 38, 019; Entry into force: 31-05-2019> (5) <Law 2021-07-11/08, art. 163, 027; Entry into force: 23-07-2021> (6) <Law 2022-07-20/40, art. 343, 031; Entry into force: 06-10-2022> (7) <Law 2025-03-25/05, art. 77, 035; Entry into force: 08-05-2025>

CHAPTER II.

• Implementation of the recovery plan

Art.

235. As long as the institution has not remedied the situation referred to in Article 234, § 1, and without prejudice to the measures referred to in paragraph 2 of this article, the supervisor may at any time and according to the modalities he determines, require the institution to implement the [1 recovery plan] 1 referred to in Article 108 in whole or in part.

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( 1 )<W 2022-07-20/40 , art. 344, 031; Inwerkingtreding : 06-10-2022>

CHAPTER III.

• Exceptional recovery measures

Art.

236 .§ 1. When the supervisor finds that a credit institution does not or no longer complies with the measures taken in application of Article 234, § 2, or that the situation has not been remedied after the expiry of the period fixed in application of Article 234, § 1, the supervisor may, without prejudice to the other provisions of this Act, 1° appoint a special commissioner. In this case, for all acts and decisions of all bodies of the institution, including the general meeting, as well as for those of the persons responsible for management, their written, general or specific authorization is required; the supervisor may, however, limit the transactions for which authorization is required. The special commissioner may submit to all bodies of the institution, including the general meeting, any proposal he deems useful. The members of the management and supervisory bodies and the persons responsible for management who perform acts or take decisions without the required authorization of the special commissioner are jointly liable for the damage resulting therefrom for the institution or for third parties. If the supervisor has published the appointment of a special commissioner in the Belgian Official Journal, specifying the acts and decisions for which his authorization is required, all acts and decisions without this required authorization are void, unless the special commissioner ratifies them. Under the same conditions, all decisions of the general meeting without the required authorization of the special commissioner are void, unless he ratifies them. The remuneration of the special commissioner is fixed by the supervisor and borne by the institution. The supervisor may appoint an alternate commissioner; 2° [11 order the replacement of all or part of the members of the statutory governing body, the management committee and/or, where appropriate, the persons responsible for the effective management of the credit institution, within a period he determines and, if no replacement takes place within this period, dismiss one or more members of the statutory governing body or of the management committee and/or, where appropriate, one or more persons responsible for the effective management of the institution, or appoint one or more provisional administrators in place of part or all of the management and supervisory bodies of the institution who shall have, alone or collectively, as the case may be, the powers of the replaced persons. The supervisor publishes his decision in the Belgian Official Journal. When circumstances justify it, the supervisor may appoint one or more provisional administrators without previously ordering the replacement of all or part of the leaders of the institution. With the consent of the supervisor, the provisional administrator(s) may convene a general meeting and set its agenda. The mandate of the replaced persons, in particular that of member of the statutory governing body or of the management committee, ends upon notification of the supervisor's decision to replace them by one or more provisional administrators. The credit institution fulfills the disclosure formalities required in case of termination of the mandates concerned. The supervisor may, with due regard to the provisions of European Union law, derogate from the reporting obligations established by or pursuant to this Act for the credit institution in respect of which he has taken a measure consisting in the appointment of one or more provisional administrators. The remuneration of the provisional administrator(s) is fixed by the supervisor and borne by the institution concerned. The supervisor may replace the provisional administrator(s) at any time, either ex officio or at the request of a majority of shareholders or partners, when they demonstrate that the policy of the persons concerned no longer provides the necessary guarantees;] 11 3° order the institution to convene a general meeting of shareholders within the period he determines, of which he sets the agenda; 4° for the duration he determines, suspend or prohibit the direct or indirect exercise of the business of the institution in whole or in part; this suspension may, to the extent determined by the supervisor, result in the full or partial suspension of the performance of ongoing contracts. The members of the management and supervisory bodies and the persons responsible for management who perform acts or take decisions despite the suspension or prohibition are jointly liable for the damage resulting therefrom for the institution or for third parties. If the supervisor has published the suspension or prohibition in the Belgian Official Journal, all acts and decisions contrary thereto are void; 5° order a credit institution to transfer the shares it holds, in accordance with Articles 89 and 90 of [11 Regulation No. 575/2013. In that case, Article 54, second paragraph applies] 11 ; [2 5°/1 order the institution to transfer part or all of its business or its network. In that case, Articles 77, [11 first paragraph] 11 , 4°, and 78 apply if the transfer takes place between credit institutions or between such an institution and other financial institutions [5 or Articles 4 and 15 of Regulation 2015/2365] 5 ;] 2 6° [9 revoke the authorization. The European Central Bank may not, however, revoke the authorization when the deficiency of the credit institution consists solely in the failure to comply with the requirements of Articles 92bis or 92ter of Regulation No. 575/2013. The decision to revoke and the reasons therefor are brought to the knowledge of the European Banking Authority by the European Central Bank.] 9 [12 In addition to and without prejudice to Article XX.1 of the Code of Economic Law, the appointment of a special commissioner or of a provisional administrator, under whatever name, at a credit institution falls within the exclusive competence of the supervisor.] 12 § 2. Notwithstanding the conditions for the application of paragraph 1, the supervisor may in cases of extreme urgency [2 or when the seriousness of the facts justifies it] 2 take the measures referred to in the aforementioned paragraph 1 without previously imposing a period. § 3. The decisions of the supervisor referred to in paragraph 1 have effect for the institution from the date of their notification by registered letter with acknowledgment of receipt and, for third parties, from the date of their publication in accordance with the provisions of paragraph 1. § 4. The supervisor may also take the measures referred to in this article when a credit institution has obtained a license by means of false statements or in any other irregular manner. [3 § 4/1. [10 When the measures referred to in this article are imposed due to non-compliance with the obligations established by or pursuant to this Act to implement Directive 2014/65/EU and Directive 2019/2162/EU, the supervisor publishes the imposition of those measures in accordance with, respectively, Articles 71 and 24 of those directives. Pursuant to the aforementioned Articles 71 and 24, the supervisor may, when appeals are lodged against decisions imposing such measures, publish these decisions taking into account the circumstances. In that case, he also promptly publishes the status and outcome of the appeal. In cases where the supervisor publishes such decisions without mentioning names, the anonymized data may be made public once the reasons justifying anonymity cease to exist.] 10 ] 3 § 5. When the supervisor has knowledge that a credit institution [7 has put in place a special mechanism within the meaning of Article 21, § 1/1] 7 , Article 234, §§ 1 and 2, as well as paragraph 1, [11 ...] 11 1°, 2°, 4° and 6° and paragraphs 2 and 3 of this article apply. [4 § 5/1. Article 234, § 1, and paragraph 1, first paragraph, 2°, 3°, 4° and 6° and paragraphs 2 and 3 of this article apply when the supervisor finds that a credit institution does not operate in accordance with the provisions of Title II of Regulation No. 648/2012.] 4 § 6. In case of serious and systematic violation of the rules referred to in Article 45, § 1, first paragraph, 3°, or § 2 of the Act of 2 August 2002, the [1 European Central Bank] 1 may revoke the authorization, where appropriate at the request of the Bank, following a request from the FSMA, according to the procedure and rules determined by Article 36bis of that same Act. § 7. [12 When the supervisor finds that a person who exercises or has exercised a function referred to in Article 19, § 1, first paragraph, no longer meets the legal requirement to possess the necessary professional reliability and appropriate expertise, the supervisor may impose on that person a prohibition to exercise functions at credit institutions, the duration of which may not exceed five years. The Bank may supplement a prohibition decision taken under the first paragraph with a prohibition to exercise functions in other institutions referred to in Article 36/2, § 1, of the Act of 22 February 1998. The prohibition decisions taken under the first and second paragraphs specify the nature of the prohibited functions. The prohibition decisions taken under the first and second paragraphs are brought to the knowledge of the person concerned and of the credit institution where that person exercised a function referred to in Article 19, § 1, first paragraph. The Bank informs the FSMA of these decisions.] 12 § 8. The [6 commercial court] 6 rules, at the request of any interested party, on the nullities referred to in paragraph 1, second paragraph, 1° and 4°. The action for nullity is brought against the institution. If justified for serious reasons, the plaintiff may in summary proceedings request the provisional suspension of the challenged acts or decisions. The suspension order and the judgment of nullity have effect against everyone. If the suspended or annulled act or decision has been published, the suspension order and the judgment of nullity are published in extract in the same manner. When the nullity may impair the rights that a third party in good faith has acquired with regard to the institution, the court may declare that such nullity has no effect with regard to the rights concerned, without prejudice to the possible right of the plaintiff to damages. The action for nullity may no longer be brought after the expiry of a period of six months from the date on which the acts or decisions concerned can be invoked against the person invoking their nullity, or are known to him.

( 1 )<KB 2014-04-25/08 , art. 401, 002; Inwerkingtreding : 04-11-2014> ( 2 )<W 2016-10-25/05 , art. 45, 009; Inwerkingtreding : 01-12-2016> ( 3 )<W 2017-11-21/08 , art. 175, 014; Inwerkingtreding : 03-01-2018> ( 4 )<W 2017-12-05/04 , art. 35, 015; Inwerkingtreding : 28-12-2017> ( 5 )<W 2018-07-30/10 , art. 91, 017; Inwerkingtreding : 20-08-2018> ( 6 )<W 2018-04-15/14 , art. 252, 021; Inwerkingtreding : 01-11-2018> ( 7 )<W 2021-06-02/03 , art. 23, 025; Inwerkingtreding : 28-06-2021> ( 8 )<W 2021-06-27/09 , art. 163, 026; Inwerkingtreding : 19-07-2021> ( 9 )<W 2021-07-11/08 , art. 164, 027; Inwerkingtreding : 23-07-2021> ( 10 )<W 2021-11-26/04 , art. 14, 029; Inwerkingtreding : 08-07-2022> ( 11 )<W 2022-07-20/40 , art. 345, 031; Inwerkingtreding : 06-10-2022> ( 12 )<W 2023-12-20/08 , art. 42, 033; Inwerkingtreding : 25-01-2024>

Art.

236/1 . [1 § 1. The special commissioner and the provisional administrator(s) referred to in Article 236, § 1 contribute, at the expense of the supervisor, to the exercise of his statutory mission. In the framework of this mission:

• they act exclusively within the framework of the objective set out in Article 1, § 2;
• they follow the instructions of the supervisor regarding the manner in which their entrusted specific mission must be carried out;
• they are subject to the same obligations regarding professional secrecy as those applicable to the Bank in the framework of the supervisory mission established by this Act; prior authorization from the supervisor is required for the use of statutory exceptions;
• at the request of the supervisor, according to the modalities he determines, they report on the financial position of the institution and on the measures they have taken in the framework of their mission, as well as on the financial position at the beginning and at the end of that mission. § 2. Their supporting role vis-à-vis the supervisor, as described in paragraph 1, implies that they cannot be considered as such as an administrative authority. The replacement of the full management and supervisory bodies of the credit institution by provisional administrators, in accordance with Article 236, § 1, 2°, implies that the latter are not to be considered as directors or members of the statutory governing body within the meaning of the Code of Companies and Associations, but only that they have the powers of the replaced persons, in particular to perform the acts that enable the credit institution to comply with its statutory and regulatory obligations, in particular those established by or pursuant to the Code of Companies and Associations. No discharge is granted to them by a decision or vote as referred to in the Code of Companies and Associations; they are solely accountable to the supervisor for their mission, who grants them discharge where appropriate.] 1

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( 1 )<Ingevoegd bij W 2022-07-20/40 , art. 346, 031; Inwerkingtreding : 06-10-2022>

Art.

237 .[1 § 1.] 1 The Bank informs the FSMA of the [3 measures] 3 taken in accordance with Articles 233 to 236 and keeps the FSMA informed of the handling of the appeal against these [3 measures] 3 . It also informs the competent authorities supervising the credit institutions of other Member States where a credit institution under Belgian law has established a branch or carries out activities as referred to in Article 4 in the framework of the free provision of services. [4 When the Bank imposes a measure in application of the provisions of the first paragraph due to non-compliance with obligations established by or pursuant to Directive 2019/2162/EU, it informs the European Banking Authority thereof, as well as of the status and outcome of any appeal procedures.] 4 [1 § 2. Furthermore, the supervisor informs the resolution authority of the measures taken in application of Articles 234 to 236 as well as of the finding that the circumstances referred to in Article 234, § 1, and Article 236, § 1, which may give rise to the application of the measures provided for in these provisions, have occurred.] 1 [2 § 3. The resolution authority is competent to require, based on the information referred to in paragraph 2, the credit institution concerned to contact potential acquirers to prepare for the resolution of the credit institution, subject to the conditions determined in Article 257, § 1.] 2

( 1 )<W 2015-12-18/17 , art. 26, 004; Inwerkingtreding : 08-01-2016> ( 2 )<W 2017-07-31/11 , art. 27, 011; Inwerkingtreding : 11-08-2017> ( 3 )<W 2021-06-27/09 , art. 164, 026; Inwerkingtreding : 19-07-2021> ( 4 )<W 2021-11-26/04 , art. 15, 029; Inwerkingtreding : 08-07-2022>

Art.

238 .[2 § 1.] 2 [2 Credit institutions whose license has been withdrawn or revoked in application of Articles 233, first paragraph and 236 remain subject to the European legal provisions directly applicable to them, to the provisions of this Act and to the various standards adopted to implement it 1° until the funds received from the public and the financial instruments owed to clients are repaid, for credit institutions within the meaning of Article 1, § 3, first paragraph, 1° ; or 2° until the obligations arising from funds and financial instruments owed to clients are settled or repaid, for credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, unless the supervisor exempts them from certain rules.] 2 This article does not apply to the withdrawal of the license of a credit institution declared bankrupt. [2 § 2. Credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, whose license has been withdrawn in application of Article 233, second paragraph, remain subject to the European legal provisions directly applicable to them, to the provisions of this Act and to the various standards adopted to implement it, until the date on which they obtain a license under Article 491. If the license referred to in Article 491 is refused, they remain subject to those provisions and standards until the obligations arising from funds and financial instruments owed to clients are settled or repaid.] 2

( 1 )<W 2019-05-02/25 , art. 39, 019; Inwerkingtreding : 31-05-2019> ( 2 )<W 2021-07-11/08 , art. 165, 027; Inwerkingtreding : 06-10-2022>

TITLE VII.

• Federations of credit institutions

Art.

§ 1. In this article are meant the credit institutions [3 in the sense of Article 1, § 3, first paragraph, 1°,] 3 which carry on their business in the following circumstances: 1° they are permanently affiliated with a central institution to which the provisions of Titles I to VI of this Book apply and with which they form a federation on the basis of affiliation rules approved by the [1 European Central Bank] 1; 2° the obligations of the affiliated institutions and of the central institution constitute joint and several obligations; 3° for the transactions and the organization of the affiliated institutions, a uniform internal regulation of the federation applies; 4° the central institution exercises direct supervision over the affiliated institutions and is empowered to give them instructions regarding their policy, their transactions, and their organization. § 2. Without prejudice to compliance with the other provisions of this Book, of Book III, Title III, and of Books IV, V, VI, and VIII, the following provisions shall apply as follows to the credit institutions referred to in paragraph 1: 1° the decision on the authorization shall be taken after the central institution has communicated its opinion to the Bank regarding the institution's compliance with the affiliation conditions and the conditions referred to in paragraph 1 of this article. The affiliated institutions shall mention their affiliation in their articles of association, on their shares, securities, documents, correspondence, and in their advertising. The authorization shall lapse upon termination of the affiliation in accordance with the applicable rules for the federation; the federation shall notify the supervisor thereof at least one month in advance, who may require all necessary measures for the protection of the rights of creditors. Decisions concerning authorization need not be published on the list of credit institutions; 2° the minimum amount of capital referred to in Article 17 is required based on the combined position of the central institution and its affiliated institutions; 3° Article 19 does not apply to the managers of the affiliated institutions; 4° Article 55 applies based on the combined position of the central institution and its affiliated institutions; 5° Article 72, § 1 is extended to all affiliated institutions for loans, credits, and guarantees to directors or managers of the central institution; it does not apply to loans, credits, and guarantees made by the central institution or another affiliated institution to directors of affiliated institutions who do not exercise a daily management function, provided that these loans, credits, or guarantees comply with the conditions applicable to the federation and approved by the [1 European Central Bank] 1; 6° Articles 86 to 92 and Article 89 of Regulation No. 575/2013 apply based on the combined position of the central institution and its affiliated institutions; 7° Articles 94 to 107, 149 to 152, and the regulations adopted pursuant to Article 98, as well as Articles 92, 412, and 413 of Regulation No. 575/2013, apply based on the combined position of the central institution and its affiliated institutions; 8° without prejudice to compliance with these provisions by the central institution itself, paragraph 2 of Article 106 and Article 107, which prescribe various notifications and disclosures, apply based on the combined position of the central institution and its affiliated institutions; 9° the central institution ensures that the provisions of this Title and the provisions adopted to implement it are complied with by the affiliated institutions; it also ensures their policy, their administrative and accounting organization, and their internal control; 10° Chapter IV of Title III of this Book does not apply to the affiliated institutions individually. The mandates and duties of the statutory auditors working at the central institution relate to the combined position and operation of the federation. These auditors may exercise on-site supervision at the affiliated institutions as they deem necessary. They report to the bodies of the central institution. The affiliated institutions may not grant loans, credits, or guarantees to the statutory auditors, nor assign them any remuneration or benefits; 11° the statutory auditors working at the central institution have the same duties regarding the combined periodic statements and the combined annual accounts of the federation as regarding the periodic statement and annual account of the central institution; 12° [2 by derogation from Article 3:73 of the Code of Companies and Associations, affiliated institutions with the legal form of a cooperative company are not obliged to appoint one or more auditors, regardless of their size. When they have not appointed an auditor, Articles 3:100 and 3:101 of the same Code apply. Affiliated institutions are not required to separately file their annual accounts as required by Article 106, § 1. The partners of the affiliated institutions and any interested party always have the right to inspect, on site, the latest annual accounts of these institutions;] 2 13° [2 by derogation from Article 2:5, § 1, second paragraph, of the Code of Companies and Associations, affiliated institutions with the legal form of a cooperative company] 2 may be established by special public or private deed. Deeds modifying the articles of association may, regardless of the form of the founding deed, also be drawn up by special public or private deed.

( 1 )<KB 2014-04-25/08 , art. 402, 002; Entry into force: 04-11-2014> ( 2 )<W 2021-06-27/09 , art. 165, 026; Entry into force: 19-07-2021> ( 3 )<W 2021-07-11/08 , art. 166, 027; Entry into force: 06-10-2022>

Art.

240 . The recognized credit unions of Crelan nv form with it a federation of credit institutions within the meaning of Article 239. The board of directors of Crelan nv recognizes the credit union that meets the conditions set out in the affiliation rules established by the board of directors pursuant to Article 239, § 1, 1°. The executive committee draws up the uniform internal regulation of the federation of credit institutions, pursuant to Article 239, § 1, 3°, and exercises, with respect to these unions, the powers referred to in Article 239, § 1, 4°.

Art.

241 . § 1. The affiliation rules of the bank federation referred to in Article 240 shall contain the necessary provisions for the implementation and execution of Article 239. Without prejudice to the powers entrusted to the supervisor pursuant to Article 239, § 2, 1°, the waiver of recognition or the voluntary cessation of banking activities by a recognized association may not be subject to any condition other than respecting a notice period ending on 31 December of the year following the year in which the notice of waiver of recognition or of the cessation of credit and deposit activities is given to the central institution. The board of directors of Crelan nv may, however, by reasoned decision, allow the waiver of recognition or the voluntary cessation of credit and deposit activities to take effect at an earlier time. § 2. The recognized credit unions may jointly or with third parties acquire control over the central institution. A recognized credit union may not acquire exclusive or joint control over this institution without first offering the other recognized credit unions the opportunity to participate in this control in proportion to the following accounting elements, as booked on 31 December of the year preceding the date of acquisition, after the processing of the result, and as described by the regulation on the annual accounts of credit institutions: reserves, revaluation surpluses, provisions for future risks, and carried-forward negative results.

TITLE VIII.

• Resolution of Credit Institutions

CHAPTER I.

• Definitions

Art.

242 .[5 For the purposes of Book II, Title IV and Title VIII, and of Book XI, as well as of the decrees and regulations adopted to implement them, the following terms shall mean:] 5 1° resolution measure: the decision of the resolution authority [3 to convert or write down the capital instruments [5 and eligible liabilities]5 of a credit institution or]3 to apply a resolution instrument to a credit institution or to exercise a resolution power with respect to such an institution; 2° resolution power: a power referred to [3 in Articles 276, 277, 279, 280, 281, 281/1, or 281/2]3; 3° sale of business instrument: the mechanism that allows the resolution authority to transfer shares or other ownership instruments issued by a credit institution in resolution, or assets, rights, or obligations of such a credit institution, to a purchaser pursuant to Article 256; 4° bridge institution instrument: the mechanism that allows the resolution authority to transfer shares or other ownership instruments issued by a credit institution in resolution, or assets, rights, or obligations of such a credit institution, to a bridge institution pursuant to Article 260; 5° asset separation instrument: the mechanism that allows the resolution authority to transfer assets, rights, or obligations of a credit institution in resolution to an asset management vehicle pursuant to Article 265; [1 5° /1 internal bail-in instrument: the mechanism for the exercise by the resolution authority of the powers to write down or convert the liabilities of a credit institution in resolution, pursuant to Article 267/1; 5° /2 derivative: a derivative within the meaning of Article 2, paragraph 5 of Regulation No. 648/2012; 5° /3 Regulation No. 648/2012: Regulation (EU) No. 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;] 1 6° recipient: a purchaser, a bridge institution, or an asset management vehicle, as the case may be; 7° purchaser: a legal person who is not a bridge institution or asset management vehicle, to whom shares, other ownership instruments, assets, rights, or obligations of a credit institution in resolution are transferred; 8° bridge institution: a legal person wholly or partially owned by one or more authorities, controlled by the resolution authority, and established for the purpose of acquiring shares, other ownership instruments, assets, rights, or obligations of one or more credit institutions in resolution, with a view to continuing all or part of the activities and services of those institutions; 9° asset management vehicle: a legal person wholly or partially owned by one or more authorities, controlled by the resolution authority, and established for the purpose of acquiring assets, rights, or obligations of one or more credit institutions in resolution or of one or more bridge institutions; 10° [5 bail-inable debts: obligations or debts and capital instruments of a credit institution, which are not Tier 1 core capital instruments, additional Tier 1 instruments, or Tier 2 instruments, and which do not belong to any of the following categories: a) secured deposits; b) covered obligations, including covered bonds; c) obligations arising from the holding of client assets or funds, insofar as the claims of these clients are recognized under insolvency law; d) obligations arising from a fiduciary relationship between the credit institution as fiduciary and another person as beneficiary, insofar as the claims of this beneficiary are recognized under insolvency law or civil law; e) obligations to non-associated credit institutions or investment firms with a maturity of less than seven days; f) obligations with a remaining maturity of less than seven days towards systems or system operators designated for the application of Directive 98/26/EC, or towards participants therein, and which arise from participation in such a system, or towards authorized or recognized central counterparties pursuant to Articles 14 or 25 of Regulation No. 648/2012; g) obligations to employees regarding their wages, pension benefits, or other fixed remuneration, excluding the variable component of remuneration not regulated by collective labor agreement and the variable component of remuneration of persons exercising risk-taking functions; h) obligations to creditors arising from the supply to the credit institution of IT services and utilities, rent, maintenance, and repair of office space or other goods or services essential for the daily operations of the institution; i) debts to tax authorities and social security agencies, insofar as the corresponding claims enjoy priority according to the applicable law; j) debts to deposit guarantee schemes for the payment of contributions due pursuant to Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 on deposit guarantee schemes; and k) debts to credit institutions or entities referred to in Article 424, 1° /1 to 4°, which form part of the same group to be resolved but are themselves not entities to be resolved, regardless of their maturity, unless those obligations are subordinated in the creditor ranking under national liquidation procedure law below ordinary unsecured obligations;] 5 [5 10/1° eligible debts: bail-inable debts that, where applicable, meet the conditions of Article 267/5 or Article 267/5/4, § 2, 1°, as well as Tier 2 instruments meeting the conditions of Article 72bis, paragraph 1, point b) of Regulation No. 575/2013; 10/2° subordinated eligible instruments: instruments meeting all conditions referred to in Article 72bis of Regulation No. 575/2013 except for Articles 72ter, paragraphs 3 to 5 of that regulation;] 5 11° covered obligation: an obligation where the right of the creditor to payment or another form of enforcement is secured by a right, pledge, privilege, or security arrangement, including obligations arising from repurchase agreements (repos) and other security agreements with title transfer; 12° relevant capital instruments: additional Tier 1 instruments and Tier 2 instruments meeting the conditions determined in Article 52, paragraph 1, and Article 63 of Regulation No. 575/2013; [5 12/1° subsidiary: a) a subsidiary within the meaning of Article 4, paragraph 1, point 16) of Regulation No. 575/2013, and b) for the purposes of Articles 250 to 254, 267/3 to 267/5/9, 418, 425 to 429, 439 to 447, 449 to 451, 458, 465 to 467, and 472 to 477, on groups to be resolved as referred to in point 13° /2, b) of this article, credit institutions permanently affiliated with a central institution, the central institution itself, and their respective subsidiaries, as designated by the resolution authority pursuant to Article 267/5/3, § 3; 12/2° material subsidiary: a material subsidiary as defined in Article 4, paragraph 1, point 135 of Regulation No. 575/2013;] 5 13° group: the group formed by a credit institution under Belgian law and its Belgian and foreign subsidiaries, which is thus subject to consolidated supervision. [5 13/1° entity to be resolved: a legal person established in the EEA identified by the resolution authority as an entity with respect to which the group resolution plan provides for a resolution measure, or a credit institution that does not form part of a group subject to consolidated supervision and with respect to which the resolution plan drawn up pursuant to Article 226 provides for resolution measures; 13/2° group to be resolved: a) an entity to be resolved and its subsidiaries insofar as those subsidiaries are not themselves entities to be resolved, are not subsidiaries of other entities to be resolved, or are not entities established in a third country as referred to in Article 424 that do not form part of the group to be resolved according to the resolution plan and their subsidiaries; or b) credit institutions permanently affiliated with a central institution and the central institution itself, if at least one of these credit institutions or the central body is an entity to be resolved, and their respective subsidiaries;] 5 [6 L'autorité de résolution informe l'ABE de l'exigence minimale de fonds propres et de dettes éligibles qui a été fixée conformément à l'article 267/5/3 ou à l'article 267/5/4, y compris les décisions prises en vertu de l'article 267/5/4, § 1er, alinéa 4, pour chaque entité relevant de sa compétence.] 6 14° Directive 98/26/EC: Directive 98/26/EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems; 15° court: the [4 Court of Enterprise]4 in Brussels. 16° the court of appeal: the Court of Appeal in Brussels; 17° [1 disposition decision: the decision of the resolution authority to cause shares, other ownership instruments, assets, rights, or obligations to pass, the write-down or conversion of liabilities applying a resolution instrument, or the decision to exercise the powers referred to in Article 250 or in Article 276, § 2, 2°, 3°, 4°, 4° /1, 4° /2, 4° /3, 4° /4, and 5°;] 1 18° owners: natural or legal persons who, on the date of the resolution measure, are owners of shares, other ownership instruments, or assets, or holders of claims or other rights, which constitute the object of an act of disposition ordered by the resolution authority in the context of a resolution measure; 19° compensation amount: the sum of the amounts that the owners of the same category have effectively recovered, or that they can reasonably expect to recover, on their shares, other ownership instruments, assets, claims, or other rights in the context of a resolution procedure, as calculated or estimated according to the detailed rules established by the King, including, as the case may be, the portion of the price belonging to shareholders pursuant to Articles 256, § 3, 1°, or 260, § 4, 1°, their share of the net proceeds of the liquidation of the credit institution, and, if applicable, the price supplement referred to in Article 48, § 2, and the compensation referred to in Article 284; [2 20° termination right: a right to terminate a contract, a right to accelerate, terminate prematurely, or offset an obligation, or a similar provision that suspends, modifies, or declares void an obligation of a party to the contract, or a provision that prevents the emergence of an obligation under the contract that would otherwise have arisen; 21° debt instruments: for the purposes of Article 276, § 2, 4° /3 and 4° /4, bonds and other forms of transferable debt, instruments that create or acknowledge a debt, and instruments that give the right to acquire debt instruments.] 2

( 1 )<KB 2015-12-18/19 , art. 2, 003; Entry into force: 01-01-2016> ( 2 )<W 2018-03-11/07 , art. 249, 016; Entry into force: 26-03-2018> ( 3 )<W 2019-05-02/25 , art. 40, 019; Entry into force: 31-05-2019> ( 4 )<W 2018-04-15/14 , art. 252, 021; Entry into force: 01-11-2018> ( 5 )<W 2021-07-11/08 , art. 167, 027; Entry into force: 23-07-2021> ( 6 )<W 2025-09-23/01 , art. 16, 036; Entry into force: 16-10-2025>

CHAPTER II.

• Objectives, Conditions, and General Principles of Resolution

Section I.

• Objectives of Resolution

Art.

243 .§ 1. Resolution is the restructuring of a failing credit institution using one or more resolution instruments, with the aim, as the case may be: 1° to ensure the continuity of the critical functions of the credit institution; 2° to avoid serious adverse effects on financial stability, in particular by preventing contagion, including to market infrastructures, while maintaining market discipline; 3° to protect public funds by limiting recourse to exceptional public support as much as possible; and 4° to protect insured deposits and the funds and assets of the clients of the credit institution. [1 In pursuing these objectives, the resolution authority seeks to minimize resolution costs and avoid value destruction, unless that is necessary to achieve the resolution objectives.] 1 § 2. Subject to the exceptions provided for in this law, the objectives referred to in paragraph 1 are on an equal footing, and the resolution authority determines the appropriate balance between these objectives according to the nature and circumstances of each case.

( 1 )<W 2016-06-27/09 , art. 13, 008; Entry into force: 16-07-2016>

Section II.

• Conditions for Initiating a Resolution Procedure

Art.

§ 1. The resolution authority applies a resolution instrument only to a credit institution when it determines that each of the following conditions is met: 1° the supervisor, after consulting the resolution authority, or the resolution authority, after consulting the supervisor, has determined that the credit institution is failing or likely to fail; 2° given the timing and other relevant circumstances, it is not reasonably expected that any other private or prudential measure regarding the credit institution, in particular measures referred to in Article 232 or the write-down or conversion of capital instruments [2 and eligible liabilities]2 in accordance with Chapter IV, would prevent the credit institution from failing within a reasonable timeframe; and 3° a resolution action is necessary in the public interest. For the purposes of 1°, the supervisor shall, at the request of the resolution authority, verify whether a credit institution is failing or likely to fail. § 2. For the purposes of paragraph 1, 1°, a credit institution is deemed to be failing or likely to fail if it is in one or more of the following circumstances: 1° the credit institution breaches the requirements for the maintenance of its authorization, or there are objective indications that it will do so in the near future, such that withdrawal of the authorization by the supervisor is justified, in particular because the credit institution has suffered or may suffer losses that significantly affect its own funds; 2° the net assets of the credit institution are negative, or there are objective indications that this will be the case in the near future; 3° the credit institution is unable to pay its debts as they fall due, or there are objective indications that this will be the case in the near future; or 4° exceptional government support is required for the credit institution. § 3. For the purposes of paragraph 1, 3°, a resolution action is deemed necessary in the public interest if it is necessary to achieve one or more of the objectives listed in Article 243, § 1, and if these objectives would not be achieved to the same extent by liquidating the credit institution. § 4. For the purposes of paragraph 2, 4°, support measures for solvent credit institutions aimed at remedying a serious disturbance in the economy and safeguarding financial stability are not taken into account, under the conditions determined by the King. [1 § 5. The taking of remedial measures as referred to in Article 234 or 236 is not a condition for taking a resolution action.]1

( 1 )<W 2016-06-27/09 , art. 14, 008; Entry into force: 16-07-2016> ( 2 )<W 2021-07-11/08 , art. 168, 027; Entry into force: 23-07-2021>

Art.

244/1 . [1 The resolution authority may take a resolution action regarding a central institution referred to in Article 239, § 1, and one or more of the permanently affiliated credit institutions that form part of the same group to be resolved, if that group as a whole meets the conditions set out in Article 244, § 1.]1

( 1 )<Inserted by W 2021-07-11/08 , art. 169, 027; Entry into force: 23-07-2021>

Section II/1. [1

• Competence to suspend payment or delivery obligations prior to resolution or liquidation]1

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( 1 )<Inserted by W 2021-07-11/08 , art. 170, 027; Entry into force: 23-07-2021>

Art.

244/2 . [1 § 1. The resolution authority is competent to suspend, after consulting the competent authorities who respond in good time, payment or delivery obligations arising from any agreement to which a credit institution is a party, if each of the following conditions is met: 1° it has been determined in accordance with Article 244, § 1, 1°, that the credit institution is failing or likely to fail; 2° there is no immediately available private measure as referred to in Article 244, § 1, 2°, that would prevent the credit institution from failing; 3° the exercise of the suspension competence is considered necessary to prevent the financial situation of the credit institution from deteriorating further; and 4° the exercise of the suspension competence is:

• necessary to reach the determination referred to in Article 244, § 1, 3°; or
• necessary to determine appropriate resolution measures or to ensure the effective application of one or more resolution instruments. § 2. The suspension competence does not apply to payment or delivery obligations towards (i) systems and system operators designated for the purposes of Directive 98/26/EC, (ii) central counterparties authorized or recognized in accordance with Articles 14 and 25 of Regulation No. 648/2012, and (iii) central banks. The resolution authority determines the scope of the suspension competence, taking into account the circumstances of each case. The resolution authority carefully assesses in particular whether the application of the suspension is appropriate regarding eligible, and in particular protected, deposits. § 3. If the competence to suspend payment or delivery obligations is exercised regarding eligible, and in particular protected, deposits, the resolution authority ensures that depositors have access to an appropriate amount per day from these deposits. § 4. The suspension period is as short as possible and no longer than the minimum period the resolution authority considers necessary for the purposes mentioned in paragraph 1, points 3° and 4°, and in any case does not exceed the period from the publication of a notice of suspension under paragraph 8 until midnight at the end of the working day following the day of publication. § 5. In exercising the suspension competence, the resolution authority takes into account the consequences that the exercise of that competence may have on the orderly functioning of financial markets. When the suspension is necessary to reach the determination referred to in Article 244, § 1, 3°, it also takes into account the applicable rules for safeguarding creditors' rights and the equal treatment of creditors in liquidation proceedings. The resolution authority takes into account in particular the possible application of liquidation proceedings to the credit institution or entity as a result of the determination in Article 244, § 1, 3°, and makes arrangements it deems appropriate for adequate coordination with judicial authorities, where applicable in accordance with Articles 273, 273/1 and 291/1. § 6. If payment or delivery obligations arising from a contract are suspended, the payment or delivery obligations applicable to counterparties under that contract are suspended for the same period. § 7. A payment or delivery obligation that should have been performed during the suspension period must be performed immediately after the expiry of that period. § 8. The resolution authority informs the credit institution referred to in paragraph 1 and the authorities referred to in Article 292, 1° to 6°, without delay when it exercises the suspension competence after it has been determined in accordance with Article 244, § 1, 1°, that the credit institution is failing or likely to fail, and before a resolution action is taken. The resolution authority publishes or has published the measure or instrument by which the obligations under this article are suspended and the conditions for and the period of suspension in the manner referred to in Article 295. § 9. This article applies without prejudice to Article 236, § 1, 4° and other provisions granting competences to suspend payment or delivery obligations of the credit institutions referred to in paragraph 1 before it is determined in accordance with Article 244, § 1, 1° that those credit institutions are failing or likely to fail, or to suspend payment or delivery obligations of credit institutions or entities referred to in paragraph 1 that are to be liquidated under a liquidation procedure, and which exceed the scope and duration determined in this article. Such competences are exercised in accordance with the scope, duration, and conditions set out in those provisions. The conditions determined in this article do not affect the conditions related to that competence to suspend payment or delivery obligations. § 10. When the resolution authority exercises the competence to suspend payment or delivery obligations regarding a credit institution referred to in paragraph 1, the resolution authority may also exercise during that suspension the competence to: 1° restrict creditors with security from that credit institution or entity from enforcing security rights regarding any assets of that credit institution for the same duration, subject to the restrictions referred to in Article 280, § 2, 2°; and 2° suspend termination rights of any party to a contract with that credit institution for the same duration, in which case Article 280 applies. § 11. If the resolution authority has exercised the competence to suspend payment or delivery obligations in accordance with this article, and if subsequently resolution actions are taken regarding that credit institution, the resolution authority refrains from exercising its competences under Article 280, § 1 regarding that credit institution.]1

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( 1 )<Inserted by W 2021-07-11/08 , art. 171, 027; Entry into force: 23-07-2021>

Section III.

• General principles regarding resolution

Art.

245 .§ 1. The resolution authority takes all appropriate measures when applying resolution instruments and exercising resolution competences to ensure that the resolution action is consistent with the following principles: 1° shareholders of the credit institution bear losses first; 2° creditors of the credit institution bear losses after shareholders according to the hierarchy of their claims in the event of concurrent creditors, subject to the exceptions determined by this law; 3° the statutory governing body and management of the credit institution are replaced, unless in cases where the resolution authority determines that the retention of the entire governing body or entire management, or part thereof, depending on the circumstances, is necessary to achieve the resolution objectives; 4° the statutory governing body and management of the credit institution provide all necessary assistance to achieve the resolution objectives; 5° the causes of and responsibility for the failure of the credit institution are investigated; 6° in accordance with the principles of fair trial, persons and entities are held accountable for the failure of the credit institution within the limits of their responsibility; 7° subject to the exceptions determined by this law, creditors of the same category of the credit institution are treated equally; 8° no creditor suffers greater losses than it would have suffered if the credit institution had been liquidated under a liquidation procedure; 9° protected deposits are fully protected; and 10° the resolution action is taken taking into account the safeguard measures determined in Chapter VII. § 2. The investigation referred to in paragraph 1, 5° is carried out by a board of experts appointed by the court at the request of the resolution authority. Articles 972 to 976, 978, 984 and 987 to 991bis of the Judicial Code apply to the investigation, with the understanding that: 1° the resolution authority and the credit institution concerned are deemed to be the parties to the investigation procedure; and 2° the costs and fees of the resolution experts are costs as referred to in Article 272. § 3. [1 In applying resolution instruments and exercising resolution competences, the resolution authority ensures that employee representatives are informed and consulted.]1 [ 1 § 4. In the decisions they take in accordance with this Title, the resolution authority and the supervisor take into account the possible consequences of the decision in all Member States where the credit institution or the group of which it is a part is active and minimize as much as possible the negative consequences for financial stability and negative economic and social consequences in those Member States.]1

( 1 )<W 2021-07-11/08 , art. 172, 027; Entry into force: 23-07-2021>

CHAPTER III.

• Valuation

Art.

246 .§ 1. Before taking a resolution action or exercising the competence to write down or convert relevant capital instruments [2 and eligible liabilities]2 in accordance with Chapter IV, the resolution authority ensures that a fair, prudent and realistic valuation of the assets and liabilities of the credit institution is carried out by a person who is independent of any public authority, including the resolution authority, and of the credit institution. § 2. The valuation aims to: 1° collect data for determining whether the conditions for initiating a resolution procedure or for the write-down or conversion of capital instruments [2 and eligible liabilities]2 are met; 2° if the conditions for initiating a resolution procedure are met, collect data for choosing between appropriate resolution measures; 3° when considering exercising the competence to write down or convert relevant capital instruments [2 and eligible liabilities]2, form the calculation basis for the write-down necessary to absorb losses, and for the extent of the conversion necessary to recapitalize the credit institution; [ 1 3°/1 when considering applying the internal bail-in instrument, collect data so that a decision can be made regarding the amount of the write-down or conversion of [2 bail-inable liabilities]2;] 1 4° when considering applying the sale of business instrument, collect data to determine which shares or other equity instruments or assets, rights or obligations must be transferred, and to determine what commercial conditions apply for the application of Article 256, § 2; 5° when considering applying the bridge institution instrument or the asset separation instrument, collect data to determine which shares or other equity instruments or assets, rights or obligations must be transferred, as well as to determine the value of any compensation to be paid to the credit institution or, where applicable, to the owners of the shares or other equity instruments; 6° ensure that any loss on the assets of the credit institution is fully taken into account at the moment the resolution instrument is applied or at the moment the competence to write down or convert the capital instruments [2 and eligible liabilities]2 is exercised.

( 1 )<KB 2015-12-18/19 , art. 3, 003; Entry into force: 01-01-2016> ( 2 )<W 2021-07-11/08 , art. 173, 027; Entry into force: 23-07-2021>

Art.

247 .§ 1. The valuation is based on prudent assumptions, including regarding default rates and the severity of losses. It does not take into account any future exceptional government support, nor any emergency financing by central banks or any recourse to other liquidity facilities by central banks under conditions regarding collateral, duration or interest that differ from standard conditions. [ 1 Additionally, the valuation takes into account that, if a resolution instrument is applied: 1° the resolution authority and the Resolution Fund can recover all reasonable and legitimately incurred costs from the credit institution in resolution, in accordance with Article 272; 2° the resolution financing arrangement may provide for interest or compensation for any loan or guarantee granted to the credit institution in resolution, in accordance with Article 6/1 of the Act of 28 December 2011 on the Resolution Fund.]1 § 2. The valuation is supplemented with the following information: 1° an updated balance sheet and a report on the financial position of the credit institution; 2° an analysis of the book value of the assets; 3° the list of due liabilities, including off-balance sheet liabilities, indicating the creditors and their hierarchy in the event of concurrent creditors. § 3. If necessary, to collect data to support the decisions referred to in Article 246, § 2, 4° and 5°, the information referred to in paragraph 2, 2°, is supplemented with an estimate and an analysis of the market value of the assets and liabilities of the credit institution. § 4. The valuation report indicates the subdivision of creditors into different categories according to their hierarchy in the event of concurrent creditors, and provides an estimate of the treatment each category of shareholders and creditors would be expected to have received if the credit institution had been liquidated under a liquidation procedure.

( 1 )<W 2016-06-27/09 , art. 15, 008; Entry into force: 16-07-2016>

Art.

248 .§ 1. [3 ...] 3 if all requirements determined in Articles 246 and 247 are met, the valuation is deemed final. § 2. If due to urgent circumstances it is impossible to carry out a valuation that meets all requirements determined in Articles 246 and 247, the resolution authority proceeds to a preliminary valuation of the assets and liabilities of the credit institution. The preliminary valuation meets, insofar as this is reasonably possible given the circumstances, the requirements of Articles 246 and 247. It includes a buffer for additional losses, the amount of which is justified. The preliminary valuation carried out in accordance with this paragraph suffices for the resolution authority to take resolution actions or to exercise the competence to write down or convert relevant capital instruments [3 and eligible liabilities]3. § 3. The preliminary valuation is followed as soon as possible by a final valuation that fully meets all conditions determined in Articles 246 and 247. This valuation is carried out separately or together with the valuation referred to in Article 283. If the final valuation reveals a value higher than that according to the preliminary valuation, the resolution authority determines, where applicable, the price supplement that the bridge institution or asset management vehicle must pay to the credit institution or, where applicable, to the owners as compensation for the shares, other equity instruments, assets or rights transferred using the bridge institution instrument or the asset separation instrument [1 or, where applicable, exercises its competence to increase the value of relevant capital instruments or [3 bail-inable liabilities]3 that have been written down using the internal bail-in instrument]1 . [ 2 § 4. The valuation forms an integral part of the decision to take a resolution action or to exercise the competence to write down or convert relevant capital instruments [3 and eligible liabilities]3. The valuation itself is not subject to separate appeal but may be subject to an appeal together with that decision, in accordance with the provisions in Chapter IX of this Title.]2

( 1 )<KB 2015-12-18/19 , art. 4, 003; Entry into force: 01-01-2016> ( 2 )<W 2016-06-27/09 , art. 16, 008; Entry into force: 16-07-2016> ( 3 )<W 2021-07-11/08 , art. 174, 027; Entry into force: 23-07-2021>

Art.

249 . By a decision submitted to the Council of Ministers, taken on the advice of the resolution authority, the King may: 1° determine the conditions under which a person is deemed independent within the meaning of Article 246, § 1; 2° determine the method or methods to be used for valuing the market value of the assets and liabilities of the credit institution for the purposes of Article 247, § 3; and 3° determine the method or methods to be used for calculating the buffer for additional losses referred to in Article 248, § 2, second paragraph.

CHAPTER IV. [ 1

• Write-down or conversion of relevant capital instruments and eligible liabilities]1

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( 1 )<W 2021-07-11/08 , art. 175, 027; Entry into force: 23-07-2021>

Art.

§ 1. The resolution authority is empowered to write down or convert the relevant capital instruments and eligible liabilities referred to in paragraph 2 into shares or other equity instruments of the credit institution in accordance with the provisions of this Chapter. This power may be exercised either independently of any resolution measure or, if the conditions for initiating a resolution procedure referred to in Articles 244, § 1, 244/1, or 454 are met, in combination with a resolution measure. If relevant capital instruments and eligible liabilities are indirectly acquired by the entity to be resolved through other entities in the same resolution group, the write-down or conversion power shall be exercised with respect to those relevant capital instruments and eligible liabilities together with the same power at the level of the parent undertaking of the entity concerned or at the level of other parent undertakings that are not entities to be resolved, so that losses are actually passed on to, and the entity concerned is recapitalized by, the entity to be resolved. After the power to write down or convert relevant capital instruments and eligible liabilities has been exercised independently of resolution measures, the valuation referred to in Article 283 shall be carried out, and Article 284 shall apply. § 2. The power to write down or convert eligible liabilities, independently of taking resolution measures, may only be exercised with respect to eligible liabilities that meet the conditions referred to in Article 267/5/4, § 2, 1°, with the exception of the condition regarding the remaining maturity of liabilities as determined in Article 72quater, paragraph 1, of Regulation No. 575/2013. If that power is exercised, the write-down or conversion shall be carried out in accordance with the principle referred to in Article 245, § 1, 8°. § 3. If a resolution measure is taken with respect to an entity to be resolved or, in exceptional circumstances, in deviation from the resolution plan, with respect to an entity that is not an entity to be resolved, the amount reduced, written down, or converted at the level of such an entity in accordance with Article 252 shall be taken into account for the thresholds applicable to the entity concerned in accordance with Article 255, § 6, 3°, and Article 6/1, § 2, first paragraph, 1°, and § 3 of the Act of 28 December 2011 on the Resolution Fund. § 4. The resolution authority shall exercise the power referred to in paragraph 1 without delay as soon as one or more of the following conditions are met: 1° the resolution authority has determined that the conditions for initiating a resolution procedure referred to in Article 244, § 1, are met, before any resolution measure has been taken; 2° the resolution authority determines that the credit institution will no longer be viable unless it exercises that power; or 3° the credit institution requests exceptional public support. § 5. For the purposes of paragraph 4, 3°, the conditions determined by the King shall not take into account support measures in favor of solvent credit institutions to remedy a serious disturbance in the economy and to safeguard financial stability.] 1

( 1 )<W 2021-07-11/08 , art. 176, 027; Inwerkingtreding : 23-07-2021>

Art.

251 .Vor de toepassing van [1 artikel 250, § 4, 2°] 1 wordt een kredietinstelling of haar groep enkel geacht niet langer levensvatbaar te zijn indien de twee volgende voorwaarden zijn vervuld : 1° de kredietinstelling of haar groep blijft in gebreke of dit is nakend; en 2° gezien de timing en andere ter zake doende omstandigheden valt het redelijkerwijze niet te verwachten dat een andere maatregel dan de afschrijving of omzetting van relevante kapitaalinstrumenten [1 en in aanmerking komende schulden bedoeld in artikel 250, § 2] 1 , hetzij afzonderlijk, hetzij in combinatie met een afwikkelingsmaatregel of een of meer van de maatregelen bedoeld in Titel VII, binnen een redelijk tijdsbestek voorkomt dat de kredietinstelling of haar groep in gebreke blijft. Voor de toepassing van het eerste lid, 1° : 1° wordt een kredietinstelling geacht in gebreke te blijven of wordt dit geacht nakend te zijn indien zij zich in een van de in artikel 244, § 2, bedoelde omstandigheden bevindt; 2° wordt een groep geacht in gebreke te blijven of wordt dit geacht nakend te zijn indien hij de geconsolideerde prudentiële vereisten op zodanige wijze overtreedt, of er objectieve aanwijzingen bestaan dat hij dat in de nabije toekomst zal doen, dat een optreden door de toezichthouder gerechtvaardigd is, inzonderheid omwille van het feit dat de groep verliezen heeft geleden of kan lijden die haar eigen vermogen in aanzienlijke mate aantasten.

( 1 )<W 2021-07-11/08 , art. 177, 027; Inwerkingtreding : 23-07-2021>

Art.

252 .De afwikkelingsautoriteit gaat over tot de afschrijving of omzetting van de relevante kapitaalinstrumenten [1 en in aanmerking komende schulden] 1 met inachtneming van hun rangorde in een liquidatieprocedure, in dier voege dat : 1° de tier 1-kernkapitaalbestanddelen eerst worden verlaagd in verhouding tot de verliezen en tot de volledige omvang ervan; en 2° de hoofdsom van de relevante kapitaalinstrumenten vervolgens wordt afgeschreven of omgezet in tier 1-kernkapitaalinstrumenten voor zover noodzakelijk en tot de volledige omvang van de relevante kapitaalinstrumenten; [1 3° de hoofdsom van de in artikel 250, § 2, bedoelde in aanmerking komende schulden afgeschreven of omgezet wordt in tier 1-kernkapitaalinstrumenten, of beide, voor zover dat nodig is om de in artikel 243 bedoelde afwikkelingsdoelstellingen te verwezenlijken of tot de volledige omvang van de relevante in aanmerking komende schulden, indien die lager is.] 1

( 1 )<W 2021-07-11/08 , art. 178, 027; Inwerkingtreding : 23-07-2021>

Art.

253 .[1 Bij afschrijving van de hoofdsom van de relevante kapitaalinstrumenten of in aanmerking komende schulden bedoeld in artikel 250, § 2: 1° is de uitwerking van de verlaging permanent, behoudens een opwaardering overeenkomstig artikel 267/6, § 3; 2° blijft tegenover de houder van het relevante kapitaalinstrument of de in aanmerking komende schuld geen enkele verplichting bestaan uit hoofde van of in verband met het afgeschreven bedrag, met uitzondering van de reeds opeisbare verplichtingen en de aansprakelijkheid die kan voortvloeien uit een rechterlijke toetsing van de rechtmatigheid van de uitoefening van de afschrijvingsbevoegdheid; 3° wordt aan de houders van relevante kapitaalinstrumenten en in aanmerking komende schulden geen compensatie betaald buiten hetgeen is bepaald in artikel 254.] 1

( 1 )<W 2021-07-11/08 , art. 179, 027; Inwerkingtreding : 23-07-2021>

Art.

254 .§ 1. [1 Met het oog op de omzetting van de relevante kapitaalinstrumenten en in aanmerking komende schulden bedoeld in artikel 250, § 2, overeenkomstig artikel 252, 2° en 3°, kan de afwikkelingsautoriteit van de kredietinstelling eisen dat zij tier 1-kernkapitaalinstrumenten uitgeeft ten behoeve van de houders van de relevante kapitaalinstrumenten en in aanmerking komende schulden.] 1 § 2. [1 De relevante kapitaalinstrumenten en in aanmerking komende schulden kunnen enkel worden omgezet in tier 1-kernkapitaal-instrumenten indien de volgende voorwaarden zijn vervuld: 1° deze tier 1-kernkapitaalinstrumenten zijn door de kredietinstelling of door haar moederonderneming uitgegeven met de instemming van de afwikkelingsautoriteit; 2° deze instrumenten zijn uitgegeven voordat de kredietinstelling enige aandelen of andere eigendomsinstrumenten heeft uitgegeven met het oog op een kapitaalinbreng door de Staat of een overheidsentiteit; 3° zij worden onverwijld na de uitoefening van de omzettingsbevoegdheid aan de betrokken houders van de relevante kapitaalinstrumenten en in aanmerking komende schulden toegekend en overgedragen; 4° de omzettingskoers wordt bepaald met inachtneming van de volgende beginselen: a) de koers vertegenwoordigt een gepaste schadeloosstelling voor de betrokken houders van de relevante kapitaalinstrumenten en in aanmerking komende schulden; en b) de koers toepasselijk op de niet-achtergestelde schulden is hoger dan deze op de achtergestelde schulden.] 1 § 3. Voor de toepassing van paragraaf 1, kan de afwikkelingsautoriteit van de kredietinstellingen eisen dat zij te allen tijde over de vereiste voorafgaande machtiging beschikken voor de uitgifte van het gepaste aantal tier 1-kernkapitaalinstrumenten.

( 1 )<W 2021-07-11/08 , art. 180, 027; Inwerkingtreding : 23-07-2021>

HOOFDSTUK V.

• Afwikkelingsinstrumenten

Afdeling I.

• Beginselen

Art.

255 .§ 1. De afwikkelingsinstrumenten zijn : 1° het instrument van verkoop van de onderneming; 2° het instrument van de overbruggingsinstelling; 3° het instrument van afsplitsing van activa; [1 4° het instrument van interne versterking (bail-in).] 1 § 2. Bij een in Ministerraad overlegd besluit, genomen op advies van de afwikkelingsautoriteit, kan de Koning alle nodige maatregelen nemen om uitvoering te geven aan de dwingende bepalingen van internationale verdragen, of internationale akten genomen krachtens dergelijke verdragen, voor de aanvulling van de afwikkelingsinstrumenten met een instrument van interne versterking (bail-in) dat de afwikkelingsautoriteit toelaat om alle of een deel van de [4 bail-inbare schulden] 4 van een kredietinstelling af te schrijven of om te zetten in aandelen of andere eigendomsinstrumenten. Te dien einde kan dit besluit de kredietinstellingen verplichten om te allen tijde een minimumniveau aan eigen vermogen en in aanmerking komende schulden te handhaven om een geordende afwikkeling mogelijk te maken. De in de eerste lid aan de Koning verleende machten verstrijken op 31 december 2015. Het besluit genomen krachtens deze paragraaf kan de van kracht zijnde wettelijke bepalingen wijzigen, aanvullen, vervangen of opheffen. Dit besluit mag niet in werking treden vóór 1 januari 2016. Het wordt van rechtswege opgeheven indien het niet bij wet wordt bekrachtigd binnen twaalf maanden volgend op de bekendmaking ervan in het Belgisch Staatsblad. [2 De afschrijving of omzetting van schulden van een kredietinstelling verricht met toepassing van het instrument van interne versterking, komt de medeschuldenaars en de derden die een persoonlijke of zakelijke zekerheid hebben gesteld, niet ten goede.] 2 § 3. De afwikkelingsautoriteit mag de afwikkelingsinstrumenten zowel afzonderlijk als in combinatie toepassen. Zij mag evenwel het instrument van afsplitsing van activa uitsluitend samen met een ander afwikkelingsinstrument toepassen. § 4. Indien de in paragraaf 1, 1° of 2° bedoelde afwikkelingsinstrumenten worden gebruikt om slechts een deel van de activa, rechten of verbintenissen van de kredietinstelling over te dragen, wordt de kredietinstelling vereffend volgens een liquidatieprocedure. De vereffening geschiedt binnen een redelijke termijn waarbij ermee rekening wordt gehouden dat het eventueel noodzakelijk kan zijn dat de kredietinstelling diensten verleent uit hoofde van artikel 279 om de ontvanger in staat te stellen de overgedragen activiteiten of diensten te verrichten, en met andere redenen die het voortbestaan van de kredietinstelling nodig maken om de afwikkelingsdoelstellingen te verwezenlijken of aan de beginselen bepaald in artikel 245 te voldoen. § 5. [3 Bij een in Ministerraad overlegd besluit, genomen op advies van de afwikkelingsautoriteit, of uit eigen beweging na advies van de afwikkelingsautoriteit, kan de Koning buitengewone openbare financiële steun verlenen door middel van instrumenten voor financiële stabilisatie om in de afwikkeling van een kredietinstelling te participeren, waaronder door rechtstreeks in te grijpen om de vereffening van deze instelling te voorkomen, teneinde de in artikel 243, § 1 bedoelde afwikkelings-doelstellingen te verwezenlijken. De overheidsinstrumenten voor financiële stabilisatie zijn de volgende : 1° het instrument voor publieke kapitaalsteun, waarmee een kredietinstelling als bedoeld in het eerste lid geherkapitaliseerd wordt in ruil voor tier 1-kernkapitaalinstrumenten of aanvullende tier 1- of tier 2-instrumenten; 2° het instrument voor tijdelijke overheidseigendom, waarmee de aandelen van een kredietinstelling als bedoeld in het eerste lid worden overgedragen naar een onderneming die volledig in eigendom van de Staat is of naar een gevolmachtigde van de Koning.] 3 [3 § 6. De overheidsinstrumenten voor financiële stabilisatie worden als laatste redmiddel gebruikt, teneinde de financiële stabiliteit te vrijwaren, en enkel nadat de afwikkelingsinstrumenten als bedoeld in paragraaf 1 en paragraaf 2 zijn beoordeeld en zoveel mogelijk zijn benut. Deze beoordeling wordt door de Koning verricht na raadpleging van de afwikkelingsautoriteit. De overheidsinstrumenten voor financiële stabilisatie kunnen slechts gebruikt worden indien voldaan is aan de volgende voorwaarden : 1° de afwikkelingsautoriteit heeft vastgesteld dat de in artikel 244, § 1 bedoelde voorwaarden voor het initiëren van een afwikkelingsprocedure vervuld zijn in hoofde van de betrokken kredietinstelling; 2° na raadpleging van de Bank, in haar hoedanigheid van centrale bank, en van de toezichthouder, stellen de Koning en de afwikkelingsautoriteit vast

• dat de toepassing van de afwikkelingsinstrumenten niet volstaat om aanzienlijke negatieve gevolgen voor de financiële stabiliteit te voorkomen; of
• dat de toepassing van de afwikkelingsinstrumenten niet volstaat om het algemeen belang te beschermen; of
• enkel voor wat betreft het instrument voor tijdelijke overheidseigendom, dat de toepassing van de afwikkelingsinstrumenten niet volstaat om het algemeen belang te beschermen, indien de instelling eerder al kapitaalsteun heeft gekregen via het instrument voor kapitaalsteun; 3° de waarde van de instrumenten die met toepassing van het instrument van interne versterking of het instrument van afschrijving of omzetting van kapitaalinstrumenten [4 en in aanmerking komende schulden] 4 worden omgezet of afgeschreven, bedraagt meer dan 8 % van de totale passiva, met inbegrip van het eigen vermogen, van de instelling in afwikkeling, gemeten aan de hand van de waardering die met toepassing van de artikelen 246 tot 249 werd verricht; en 4° de regels van de Europese Unie inzake staatssteun worden nageleefd. § 7. De Bank, in haar hoedanigheid van afwikkelingsautoriteit, oefent op verzoek van de Koning alle haar verleende afwikkelingsbevoegdheden uit indien de uitoefening van die bevoegdheden noodzakelijk is voor de tenuitvoerlegging van de overheidsinstrumenten voor financiële stabilisatie. De Koning ziet erop toe dat de ondernemingen die de Staat rechtstreeks of onrechtstreeks bezit met toepassing van een overheidsinstrument voor financiële stabilisatie, op commerciële en professionele wijze worden beheerd. Zodra de commerciële en financiële omstandigheden dat toelaten, worden de deelnemingen die met toepassing van een overheidsinstrument voor financiële stabilisatie rechtstreeks of onrechtstreeks worden aangehouden door de Staat, overgedragen aan de privésector.] 3

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( 1 )<KB 2015-12-18/19 , art. 5, 003; Inwerkingtreding : 01-01-2016> ( 2 )<W 2015-12-18/17 , art. 45, 004; Inwerkingtreding : 08-01-2016> ( 3 )<W 2016-06-27/09 , art. 17, 008; Inwerkingtreding : 16-07-2016> ( 4 )<W 2021-07-11/08 , art. 181, 027; Inwerkingtreding : 23-07-2021>

Afdeling II.

• Instrument van verkoop van de onderneming

Art.

256 . § 1. Indien de voorwaarden bedoeld in artikel 244, § 1, zijn vervuld, kan de afwikkelingsautoriteit, ten voordele van elke overnemer, elke daad van beschikking bevelen, inzonderheid elke verkoop, overdracht of inbreng, met betrekking tot de aandelen of andere eigendomsinstrumenten uitgegeven door de kredietinstelling of alle of een deel van haar activa, rechten of verbintenissen. § 2. De afwikkelingsautoriteit neemt alle redelijke maatregelen om voor de overdracht commerciële voorwaarden te bedingen die in overeenstemming zijn met de waardering gedaan met toepassing van Hoofdstuk III, rekening houdend met de concrete omstandigheden en met inachtneming van de staatssteunregels van de Europese Unie. § 3. Onder voorbehoud van artikel 272, valt elke door de overnemer betaalde vergoeding toe aan : 1° de eigenaars van de aandelen of andere eigendomsinstrumenten, indien de verkoop van de onderneming is uitgevoerd door overdracht van alle of een deel van hun aandelen of effecten; 2° de kredietinstelling, indien de verkoop van de onderneming is uitgevoerd door overdracht van alle of een deel van haar activa.

Art.

257 .§ 1. Bij de toepassing van het instrument van verkoop van de onderneming ziet de afwikkelingsautoriteit erop toe dat de verkoopprocedure : 1° zo transparant mogelijk is, rekening houdend met de omstandigheden en inzonderheid met de noodzaak om de financiële stabiliteit te vrijwaren; 2° geen enkele kandidaat-koper bevoordeelt; 3° vrij is van belangenconflicten; 4° rekening houdt met de noodzaak van een snelle afwikkelingsmaatregel, met inachtneming van de doelstellingen van de afwikkeling; 5° beoogt om in de mate van het mogelijke de vergoeding bekomen voor de overgedragen aandelen, andere eigendomsinstrumenten, activa of rechten te maximaliseren, met inachtneming van de doelstellingen van de afwikkeling. § 2. De afwikkelingsautoriteit mag van de in paragraaf 1 bedoelde vereisten afwijken wanneer zij besluit dat de naleving daarvan een of meer van de afwikkelingsdoelstellingen in het gedrang zou brengen, en in het bijzonder indien zij van oordeel is dat : 1° het in gebreke blijven of potentieel in gebreke blijven van de kredietinstelling een wezenlijke bedreiging van de financiële stabiliteit vormt of een dergelijkebedreiging verergert; en 2° het waarschijnlijk is dat de naleving van de betreffende vereisten afbreuk zou doen aan de doelmatigheid van het instrument van verkoop van de onderneming voor het wegnemen van de in 1° bedoelde bedreiging of het verwezenlijken van de afwikkelingsdoelstellingen. [1 § 3. Elke openbaarmaking van de verkoop van de kredietinstelling die op grond van artikel 17, lid 1 van Verordening (EU) nr. 596/2014 van het Europees Parlement en de Raad van 16 april 2014 betreffende marktmisbruik zou zijn voorgeschreven, mag overeenkomstig artikel 17, lid 4 of 5 van die verordening worden uitgesteld.] 1

( 1 )<W 2016-06-27/09 , art. 18, 008; Inwerkingtreding : 16-07-2016>

Art.

258 . De overnemer moet in het bezit zijn van de nodige vergunning voor de uitoefening van de activiteiten en de levering van de diensten die aan hem worden overgedragen. De betrokken autoriteiten, in voorkomend geval de toezichthouder, onderzoeken een dergelijke vergunningsaanvraag tijdig.

Art.

259 .§ 1. [1 Indien de toepassing van het instrument van verkoop van de onderneming leidt tot de verwerving van een gekwalificeerde deelneming in de kredietinstelling of tot een verhoging van een dergelijke deelneming waardoor een van de in artikel 46 bepaalde drempels wordt bereikt of overschreden, is artikel 269/1 van toepassing.] 1 § 2. Bij een besluit genomen op advies van de afwikkelingsautoriteit, regelt de Koning de rechtsgevolgen van de overdracht van de aandelen of andere eigendomsinstrumenten bedoeld in paragraaf 1 en de uitoefening van de daaraan verbonden rechten tijdens de periode van beoordeling van de overnemer door de toezichthouder alsook de gevolgen van een eventueel verzet van deze overheid tegen de overdracht. Het besluit genomen krachtens deze paragraaf mag afwijken van artikel 51 voor zover toegelaten door de dwingende bepalingen van internationale verdragen of internationale akten genomen krachtens dergelijke verdragen.

( 1 )<W 2021-07-11/08 , art. 182, 027; Inwerkingtreding : 23-07-2021>

Afdeling III.

• Instrument van de overbruggingsinstelling

Art.

260 .§ 1. Indien de voorwaarden bedoeld in artikel 244, § 1, zijn vervuld, kan de afwikkelingsautoriteit, ten voordele van elke overbruggingsinstelling, elke daad van beschikking bevelen, inzonderheid elke verkoop, overdracht of inbreng, met betrekking tot de aandelen of andere eigendomsinstrumenten uitgegeven door de kredietinstelling of alle of een deel van haar activa, rechten of verbintenissen. [2 Elke overbruggingsinstelling functioneert met inachtneming van de staatssteunregels van de Europese Unie en de afwikkelingsautoriteit kan haar dienovereenkomstig operationele beperkingen opleggen.] 2 § 2. De afwikkelingsautoriteit ziet erop toe dat de totale waarde van de aan de overbruggingsinstelling overgedragen verbintenissen niet hoger is dan deze van de rechten en activa overgedragen door de kredietinstelling of afkomstig uit andere bronnen. § 3. Onder voorbehoud van artikel 272, valt elke vergoeding betaald door de overbruggingsinstelling toe aan : 1° de eigenaars van de aandelen of andere eigendomsinstrumenten indien de overdracht aan de overbruggingsinstelling is uitgevoerd door overdracht van alle of een deel van deze aandelen of eigendomsinstrumenten; 2° de kredietinstelling indien de overdracht is uitgevoerd door overdracht van alle of een deel van haar activa. [1 § 4. Het wettelijk bestuursorgaan en de effectieve leiding van de overbruggingsinstelling houden de toegang tot kritieke functies in stand met het oog op de toepassing van het bepaalde in artikel 261, 263 of 264.] 1

( 1 )<W 2016-06-27/09 , art. 19, 008; Inwerkingtreding : 16-07-2016> ( 2 )<W 2019-05-02/25 , art. 41, 019; Inwerkingtreding : 31-05-2019>

Art.

261 . § 1. Na de toepassing van het instrument van de overbruggingsinstelling, kan de afwikkelingsautoriteit bevelen dat alle of een deel van de aandelen of andere eigendomsinstrumenten of activa, rechten of verbintenissen van de overbruggingsinstelling aan een derde worden overgedragen. § 2. Wanneer de afwikkelingsautoriteit beslist om de aandelen, andere eigendomsinstrumenten, activa, rechten of verbintenissen van de overbruggingsinstelling te verkopen, worden deze in de markt gezet volgens een open en transparante procedure, zonder een van de kandidaat-kopers te bevoordelen. Deze verkoop geschiedt tegen marktvoorwaarden, rekening houdend met de omstandigheden en met inachtneming van de staatssteunregels van de Europese Unie.

Art.

262 . § 1. The resolution authority grants its approval to: 1° the articles of association of the bridge institution; 2° the composition of its statutory governing body and its effective management; 3° the identity, responsibilities and remuneration of the persons responsible for its effective management; and 4° its strategy and risk profile. § 2. The bridge institution must hold the necessary authorization to carry out the activities and provide the services transferred to it. Notwithstanding the first paragraph, the resolution authority may, insofar as permitted by the mandatory provisions of international treaties or international acts adopted pursuant to such treaties, exempt the bridge institution during a transitional period and under the conditions it determines from the authorization referred to in the first paragraph. § 3. The bridge institution, the members of its statutory governing body and the members of its effective management are not civilly liable for their actions or omissions in the context of the performance of the bridge institution's mandate, except in cases of fraud or gross negligence.

Art.

263 . § 1. The resolution authority decides that the bridge institution no longer has this status as soon as possible once one of the following situations occurs: 1° the bridge institution merges with another entity; 2° the institution no longer meets the criteria determined in Article 242, 8°; 3° all or the essential part of the assets, rights and liabilities of the bridge institution are sold or transferred to a third party; 4° the period referred to in Article 264, § 1, or, where applicable, Article 264, § 2, has expired; 5° the assets of the bridge institution have been fully liquidated and its liabilities have been fully satisfied. § 2. When the status of bridge institution is terminated pursuant to paragraph 1, 3° or 4°, the bridge institution is dissolved and liquidated. After payment or consignation of the sums required for the payment of the liabilities of the bridge institution, and subject to Article 272, all proceeds resulting from the liquidation of the bridge institution shall belong to its shareholders.

Art.

264 . § 1. If none of the situations referred to in Article 263, § 1, 1°, 2°, 3° or 5° occur, the resolution authority terminates the activities of the bridge institution as soon as possible and no later than at the end of a period of twenty-four months following the date on which the last transfer from a credit institution under the bridge institution instrument took place. § 2. The resolution authority may extend the period referred to in paragraph 1 by one or more additional periods of twelve months if this extension: 1° facilitates the occurrence of one of the situations referred to in Article 263, § 1, 1°, 2°, 3° or 5°; or 2° is necessary to ensure the continuity of critical functions. Any decision by the resolution authority to extend the period referred to in paragraph 1 must contain a detailed assessment of the situation, including market conditions and prospects, which justifies the extension.

Section IV.

• Asset separation instrument

Art.

265 .§ 1. The resolution authority may order the transfer of all or part of the assets, rights or liabilities of a credit institution or a bridge institution to one or more asset management vehicles only in one of the following cases: 1° the situation on the specific market for those assets is such that the liquidation of those assets in the context of a liquidation procedure poses a risk of adverse effects on one or more financial markets; 2° the transfer is necessary to ensure the proper functioning of the credit institution or the bridge institution; or 3° the transfer is necessary to maximize the proceeds from the liquidation. § 2. The resolution authority determines the value of the consideration, which may be nominal or negative where applicable, at which all or part of the assets, rights and liabilities are transferred to the asset management vehicle, in accordance with the principles determined in Articles 246 to 248 and taking into account the State aid rules of the European Union. [1 § 3. Without prejudice to Article 272, § 1, any consideration paid by the asset management vehicle in respect of the assets, rights or liabilities acquired directly from the credit institution in resolution shall belong to the credit institution in resolution. Consideration may be paid in the form of debt securities issued by the asset management vehicle. § 4. If the bridge institution instrument has been applied, an asset management vehicle may, following the application of the bridge institution instrument, acquire assets, rights or liabilities of the bridge institution.] 1

( 1 )<W 2016-06-27/09 , art. 20, 008; Entry into force: 16-07-2016>

Art.

266 . § 1. The resolution authority grants its approval to: 1° the articles of association of the asset management vehicle; 2° the composition of its statutory governing body and its effective management; 3° the identity, responsibilities and remuneration of the persons responsible for its effective management; and 4° its strategy and risk profile. § 2. The asset management vehicle, the members of its statutory governing body and the members of its effective management are not civilly liable for their actions or omissions in the context of the performance of the mandate of the asset management vehicle, except in cases of fraud or gross negligence.

Art.

267 . The asset management vehicle manages the transferred assets with the aim of maximizing their value through sale or orderly liquidation. Subject to Article 272, all proceeds resulting from the liquidation of the asset management vehicle shall belong to the shareholders of that vehicle.

Section IV/1. [1

• Internal bail-in instrument] 1

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( 1 )<Inserted by Royal Decree 2015-12-18/19 , art. 6, 003; Entry into force: 01-01-2016>

Subsection 1. [1

• Purpose and scope] 1

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( 1 )<Inserted by Royal Decree 2015-12-18/19 , art. 7, 003; Entry into force: 01-01-2016>

Art.

267/1 .[1 § 1. If the conditions of Article 244, § 1 are met, the resolution authority may write down or convert all or part of the [2 bail-inable debt] 2 of a credit institution into shares or other ownership instruments, in order to achieve one of the following objectives: 1° the recapitalization of a credit institution that meets the conditions for initiating a resolution procedure, to ensure that it again meets the authorization conditions and can continue to carry out the activities for which it has obtained a license, as well as to maintain sufficient market confidence; 2° the write-down of debt instruments or their conversion into shares or other ownership instruments, when they are transferred: a) to a bridge institution, in order to provide capital to that bridge institution; or b) using the business sale instrument or the asset separation instrument. § 2. The internal bail-in instrument may only be applied to achieve the objectives referred to in paragraph 1, 1° if it is reasonably expected that the application of that instrument, in combination with other relevant measures, including measures taken in accordance with the business recovery plan prescribed in Article 267/11, will not only lead to the achievement of the relevant resolution objectives, but also restore the financial solidity and long-term viability of the credit institution concerned. If the conditions of the previous paragraph are not met, all resolution instruments referred to in Article 255, § 1, 1°, 2° and 3° as well as the internal bail-in instrument referred to in paragraph 1, 2° of this article may, where applicable, be applied. § 3. The [2 bail-inable debt] 2 may be written down or converted into shares or other ownership instruments regardless of the legal form of the credit institution. If necessary, the resolution authority may decide to change the legal form of the credit institution in advance. This decision shall automatically result in the change of the legal form of the credit institution.] 1

( 1 )<Inserted by Royal Decree 2015-12-18/19 , art. 8, 003; Entry into force: 01-01-2016> ( 2 )<W 2021-07-11/08 , art. 183, 027; Entry into force: 23-07-2021>

Art.

267/2 .[1 § 1. The resolution authority ensures that all assets used to cover secured liabilities remain untouched and separate and are adequately financed. The exclusions mentioned in Article 242, 10° do not prevent, where applicable, the part of a secured or otherwise secured liability that exceeds the value of the assets constituting the cover, the pledge or the real security, from being written down or converted. The same applies to the part of a deposit that exceeds the level of cover determined in Article 382 or in a similar regulation. § 2. When the internal bail-in instrument is applied, certain [3 bail-inable debt] 3 may additionally be excluded from the application of the write-down or conversion measures in exceptional circumstances, in particular if: 1° it is not possible to proceed to write-down or conversion within a reasonable time; 2° it is strictly necessary and proportionate to the objective of guaranteeing the continuity of critical functions and core business units of a credit institution in resolution; 3° it is strictly necessary and proportionate to the objective of preventing widespread contagion, in particular in connection with eligible deposits of natural persons and small and medium-sized enterprises, which would seriously disrupt the functioning of financial markets in a manner that could seriously disrupt the national economy, that of another Member State or that of the entire Union; 4° the application of the internal bail-in instrument to these [3 bail-inable debt] 3 would result in such a destruction of value that the loss suffered by other creditors would be greater than if these liabilities had been excluded from the application of the internal bail-in measure. [3 The resolution authority carefully examines whether liabilities towards credit institutions that are part of the same group to be resolved but are themselves not entities to be resolved and that have not been excluded from the application of the write-down or conversion power on the basis of Article 242, 10°), k), must be excluded or partially excluded on the basis of points 1° to 4° to ensure effective implementation of the resolution strategy. If the resolution authority decides to exclude a bail-inable debt or a category of bail-inable debts from the internal bail-in in whole or in part on the basis of the preceding paragraph, the level of write-down or conversion applied to the other bail-inable debts may be increased to take those exclusions into account, taking into account the principle contained in Article 245, § 1, 8°.] 3 § 3. The resolution authority notifies the European Commission of the draft decisions it intends to take pursuant to § 2. When a contribution from [2 the Resolution Fund] 2 is being considered, the resolution authority postpones its decision pending the decision that the European Commission will take in accordance with Article 44, § 12 of Directive 2014/59/EU. In its decision, it takes into account any conditions that must be met for the European Commission to grant its approval.] 1

( 1 )<Inserted by Royal Decree 2015-12-18/19 , art. 9, 003; Entry into force: 01-01-2016> ( 2 )<W 2016-06-27/09 , art. 21, 008; Entry into force: 16-07-2016> ( 3 )<W 2021-07-11/08 , art. 184, 027; Entry into force: 23-07-2021>

Subsection 2. [1

• Minimum requirement for own funds and eligible liabilities] 1

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( 1 )<Inserted by Royal Decree 2015-12-18/19 , art. 10, 003; Entry into force: 01-01-2016>

Art.

267/3 .[1 Credit institutions shall at all times comply with the requirements for own funds and eligible liabilities in accordance with the provisions of this subsection. This requirement shall be calculated in accordance with Article 267/5/1, § 3, § 4 or § 6, where applicable, as the amount of own funds and eligible liabilities and expressed as a percentage of: 1° the total of the risk-weighted exposures of the credit institution or entity concerned, calculated in accordance with Article 92(3) of Regulation No 575/2013; and 2° the total exposure measure of the credit institution or entity, calculated in accordance with Article 429 and Article 429bis of Regulation No 575/2013.] 1

( 1 )<W 2021-07-11/08 , art. 185, 027; Entry into force: 23-07-2021>

Art.

267/4 .[1 The resolution authority exempts institutions financed by covered bonds for mortgage credit that may not receive deposits from the requirement in Article 267/3, provided that the resolution plan provides for the liquidation of such institutions. Institutions exempted from the requirement referred to in Article 267/3 may not form part of the consolidation referred to in Article 267/5/3, § 1.] 1

( 1 )<W 2021-07-11/08 , art. 186, 027; Entry into force: 23-07-2021>

Art.

267/5 .

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267/5

§ 1. Debts shall only be included in the amount of own funds and eligible liabilities of resolution entities if they meet the conditions of Articles 72bis, 72ter, with the exception of paragraph 2, point d), and 72quater of Regulation No. 575/2013:

By way of derogation from the first paragraph, where this Act refers to the requirements in Article 92bis or Article 92ter of Regulation No. 575/2013 for determining the amount of own funds and eligible liabilities, for the purposes of those Articles, debts that meet the description in Article 72duodecies of that Regulation and have been established in accordance with Title I, Part Two, Chapter 5bis of that Regulation shall be considered eligible liabilities.

§ 2. Debts arising from debt instruments with embedded derivatives, such as structured notes, that meet the conditions of paragraph 1, first paragraph, with the exception of Article 72bis, paragraph 2, point l), of Regulation No. 575/2013, shall only be included in the amount of own funds and eligible liabilities if one of the following conditions is met:

1° the principal amount of the debts arising from the debt instrument is known, fixed or increasing at the time of issuance, and is not affected by an embedded derivative element, and the total amount of the debts arising from the debt instrument, including the embedded derivative, can be valued on a daily basis with reference to an active and liquid bid-ask market for a comparable instrument without credit risk, in accordance with Articles 104 and 105 of Regulation No. 575/2013; or

2° the debt instrument contains a clause stipulating that the value of the claim in the event of the insolvency or resolution of the issuer is fixed or increasing and does not exceed the initial paid-in amount of the debts.

Debt instruments referred to in the first paragraph, including their embedded derivatives, are not subject to a netting agreement and the valuation of such instruments is not subject to Article 267/9, § 1, third paragraph.

Only the part of the debts referred to in the first paragraph of this section that corresponds to the principal amount referred to in point 1° of that paragraph or the fixed or increasing amount referred to in point 2° of that paragraph shall be included in the amount of own funds and eligible liabilities.

§ 3. If debts are issued by a subsidiary established in the EEA and part of the same resolution group as the resolution entity to an existing shareholder who is not part of the same resolution group, those debts shall be included in the amount of own funds and eligible liabilities of that resolution entity, provided that each of the following conditions is met:

1° the debts are issued in accordance with Article 267/5/4, § 2, 1°;

2° the exercise of write-down or conversion powers with respect to those debts in accordance with Articles 250 or 458 does not undermine the control of the resolution entity over the subsidiary;

3° those debts do not exceed the amount obtained by subtracting the sum of the debts issued to and purchased by the resolution entity, directly or indirectly through other entities in the same resolution group, and the amount of equity issued in accordance with Article 267/5/4, § 2, 2°, from the amount required in accordance with Article 267/5/4, § 1.

§ 4. Without prejudice to the minimum requirement in Article 267/5/1, § 4, or Article 267/5/2, § 1, 1°, the resolution authority shall ensure that resolution entities that are MSIs or fall under Article 267/5/1, § 4 or § 5, meet a part of the requirement referred to in Article 267/5/3, equal to 8% of total liabilities, including own funds, using own funds, subordinated eligible instruments or debts referred to in paragraph 3 of this Article. The resolution authority may allow resolution entities that are MSIs or fall under Article 267/5/1, § 4 or § 5, to meet a level lower than 8% of total liabilities, including own funds, but higher than the amount resulting from the application of the formula (1-(X1/X2)) x 8% of total liabilities, including own funds, using own funds, subordinated eligible instruments or debts referred to in paragraph 3 of this Article, provided that all conditions laid down in Article 72ter, paragraph 3 of Regulation No. 575/2013 are met, taking into account the reduction permitted under Article 72ter, paragraph 3, of that Regulation:

X1 = 3.5% of the total of risk-weighted amounts calculated in accordance with Article 92, paragraph 3, of Regulation No. 575/2013; and

X2 = the sum of 18% of the total of risk-weighted amounts calculated in accordance with Article 92, paragraph 3, of Regulation No. 575/2013 and the amount of the global requirement for a tier 1 capital buffer.

If the application of the first paragraph of this section for resolution entities falling under Article 267/5/1, § 4, leads to a requirement of more than 27% of the total of risk-weighted amounts, the resolution authority shall, for the relevant resolution entity, limit the part of the requirement referred to in Article 267/5/3 to be met using own funds, subordinated eligible instruments, or debts referred to in paragraph 3 of this Article, to an amount equal to 27% of the total of risk-weighted amounts, if the resolution authority has concluded that:

1° access to the resolution funding arrangement is not considered as an option to resolve that resolution entity in the resolution plan; or

2° if point 1° is not applicable, the requirement referred to in Article 267/5/3 enables that resolution entity to meet, as the case may be, the requirements referred to in Article 6/1, § 2, first paragraph or § 3 of the Act of 28 December 2011 on the Resolution Fund and in Article 27, paragraph 7, a) of Regulation No. 806/2014.

In the assessment referred to in the preceding paragraph, the resolution authority shall also take into account the risk that a requirement under the application of the first paragraph may disproportionately affect the business model of the relevant resolution entity.

The second paragraph of this section shall not apply to resolution entities falling under Article 267/5/1, § 5.

§ 5. With regard to resolution entities that are not MSIs and do not fall under Article 267/5/1, § 4 or § 5, the resolution authority may decide that a part of the requirement referred to in Article 267/5/3 that does not exceed either 8% of the total liabilities, including own funds, of the entity or, if higher, the amount of the formula referred to in paragraph 7, must be met using own funds, subordinated eligible instruments, or debts referred to in paragraph 3 of this Article, provided that the following conditions are met:

1° the non-subordinated debts referred to in paragraphs 1 and 2 have the same priority in the event of a concurrent claim of creditors as certain debts that are excluded from the application of write-down and conversion powers in accordance with Articles 242, 10° and 267/2, § 2;

2° there is a risk that, as a result of a proposed application of the write-down and conversion power to non-subordinated debts that are not excluded from the application of the write-down and conversion power in accordance with Articles 242, 10° and 267/2, § 2, creditors of those claims would suffer greater losses than the losses they would suffer in a liquidation procedure;

3° the required amount of own funds and other subordinated debts is not higher than the amount necessary to ensure that the losses suffered by the creditors referred to in point 2° are smaller than the losses they would have suffered in a liquidation procedure.

If the resolution authority finds that, within a category of debts that includes eligible liabilities, the amount of debts that are excluded or likely to be excluded from the application of write-down and conversion powers in accordance with Articles 242, 10° and 267/2, § 2, is higher than 10% of that category, the resolution authority shall assess the risk referred to in the first paragraph, point 2°.

§ 6. For the purposes of paragraphs 4, 5 and 7, debts arising from derivatives shall form part of total liabilities on the basis that the netting rights of counterparties are fully recognized.

The own funds of a resolution entity used to meet the global requirement for a tier 1 capital buffer shall qualify to meet the requirements referred to in paragraphs 4, 5 and 7.

§ 7. By way of derogation from paragraph 4, the resolution authority may decide that resolution entities that are MSIs or fall under Article 267/5/1, § 4 or § 5, must meet the requirement referred to in Article 267/5/3 using own funds, subordinated eligible instruments, or debts referred to in paragraph 3 of this Article, insofar as, due to the obligation of the resolution entity to meet the global requirement for a tier 1 capital buffer and the requirements referred to in Article 92bis of Regulation No. 575/2013, Article 267/5/1, § 4, and Article 267/5/3, the sum of that own funds, those instruments and debts is not higher than the highest amount of either:

1° 8% of the total liabilities, including own funds, of the entity; or

2° the amount resulting from the application of the formula A x 2 + B x 2 + C, where A, B and C are the following amounts:

A = the amount resulting from the requirement referred to in Article 92, paragraph 1, point c), of Regulation No. 575/2013;

B = the amount resulting from the requirement referred to in Article 149, first paragraph;

C = the amount resulting from the global requirement for a tier 1 capital buffer.

§ 8. The resolution authority may exercise the power referred to in paragraph 7 with regard to resolution entities that are MSIs or fall under Article 267/5/1, § 4 or § 5, and that meet one of the conditions determined in the second paragraph, up to a limit of 30% of the total amount of all resolution entities that are MSIs or fall under Article 267/5/1, § 4 or § 5, for which the resolution authority determines the requirement referred to in Article 267/5/3.

The resolution authority shall take the conditions into account as follows:

1° in the previous resolvability assessment, significant obstacles to resolvability were identified and:

• none of the measures required by the resolution authority in application of Article 232 have been applied within the timeframe imposed by the resolution authority, or
• the identified significant obstacles cannot be addressed by using the measures referred to in Article 232, and the exercise of the power referred to in paragraph 7 of this Article would partially or fully reverse the negative effects of the significant obstacles on the resolvability of the resolution entity;

2° the resolution authority considers that the feasibility and credibility of the preferred resolution strategy of the resolution entity is limited, taking into account the size, interconnectedness, nature, scope, risk and complexity of the activities, the legal status and the shareholding structure of the entity; or

3° the requirement referred to in Article 149, first paragraph, reflects the fact that the resolution entity, in terms of risk, belongs to the top 20% institutions for which the resolution authority determines the requirement referred to in Article 267/3.

In determining the percentages referred to in the first and second paragraphs, the resolution authority shall round up the resulting figure from the calculation to the nearest whole number.

§ 9. The resolution authority shall take the decisions referred to in paragraphs 5 or 7 after consulting the supervisor. In taking those decisions, the resolution authority shall also take into account:

1° the depth of the market for equity instruments and subordinated eligible instruments of the resolution entity, the pricing of those instruments if available, and the time required to carry out any transactions necessary to comply with the decision;

2° the quantity of eligible debt instruments that meet all the conditions referred to in Article 72bis of Regulation No. 575/2013 with a remaining maturity of less than one year from the date of the decision, so that quantitative adjustments can be made to the requirements referred to in paragraphs 5 and 7;

3° the availability and quantity of instruments that meet all the conditions of Article 72bis of Regulation No. 575/2013, other than Article 72ter, paragraph 2, point d), of that Regulation;

4° when the amount of debts excluded from the application of write-down and conversion powers in accordance with Articles 242, 10° and 267/2, § 2, and that have equal or lower rank in a liquidation procedure than the highest-ranked eligible liabilities, exceeds 5% of the amount of own funds and eligible liabilities of the resolution entity, the relative importance of those debts with respect to the own funds and eligible liabilities of the resolution entity, as assessed by the resolution authority;

5° the business model, funding model and risk profile of the resolution entity, as well as its stability and its ability to contribute to the economy; and

6° the consequences of any restructuring costs for the recapitalization of the resolution entity.

1

( 1 )<W 2021-07-11/08 , art. 187, 027; Inwerkingtreding : 23-07-2021>

Art.

267/5/1

§ 1. The resolution authority establishes the requirement referred to in Article 267/3, after consulting the supervisor, on the basis of the following criteria:

1° the need to ensure that the resolution group can be resolved in a manner consistent with the resolution objectives by applying the resolution tools to the resolution entity, if appropriate including the internal bail-in instrument;

2° the need to ensure, where appropriate, that the resolution entity and its subsidiaries which are credit institutions or entities referred to in Article 424, 2° to 4°, but which are not resolution entities, have sufficient own funds and eligible liabilities to ensure that, if the internal bail-in instrument or the write-down and conversion powers were applied to them, losses could be absorbed and it is possible to restore the total capital ratio and, where applicable, the leverage ratio of the entities concerned to the level necessary to enable them to continue to meet the licensing conditions and to continue to carry on the activities for which they have been granted a license under this Act or the Act of 2 August 2002;

3° the need to ensure that, if the resolution plan takes into account the possibility that certain categories of eligible liabilities of the internal bail-in instrument are excluded on the basis of Articles 242, 10° and 267/2, § 2, or fully transferred to a transferee in a partial transfer, the resolution entity has sufficient own funds and other eligible liabilities to absorb losses and to restore the total capital ratio and, where applicable, the leverage ratio to the level necessary to continue to meet the licensing conditions and to continue to carry on the activities for which it has been granted a license under this Act or the Act of 2 August 2002;

4° the size, business model, funding model and risk profile of the resolution entity;

5° the extent to which the failure of the resolution entity would have adverse effects on financial stability, including through contagion to other credit institutions or entities referred to in Article 424, 2° to 4°, due to the interconnection of the resolution entity with those other credit institutions or entities or with the rest of the financial system.

§ 2. If the resolution plan in one of the scenarios referred to in Article 227, § 1, second paragraph or 440, § 2 provides that a resolution measure must be taken or that the power referred to in Article 250 or 457 to write down or convert relevant capital instruments and eligible liabilities must be exercised, the requirement referred to in Article 267/3 is equal to an amount sufficient to ensure that:

1° the losses that the resolution entity is expected to suffer are fully absorbed ("loss absorption");

2° the resolution entity and its subsidiaries which are credit institutions or entities, as referred to in Article 424, 2°, to 4°, but which are not resolution entities, are recapitalized to a level necessary to enable them to continue to meet the licensing conditions and to carry on the activities for which they have been granted a license under this Act, the Act of 2 August 2002 or an equivalent legislative act for a sufficient period of up to one year ("recapitalization").

§ 2/1. The resolution authority does not establish the requirement referred to in Article 267/3 for liquidation entities.

By way of derogation from the first paragraph, the resolution authority assesses whether it is justified to establish the requirement referred to in Article 267/3 for a liquidation entity on an individual basis at an amount greater than the amount necessary to absorb losses in accordance with paragraph 2. In its assessment, the resolution authority takes into account in particular any consequences of the failure of the liquidation entity for financial stability and for the risk of contagion to the financial system, including with regard to the available financial resources of the Guarantee Fund. If the resolution authority establishes the requirement referred to in Article 267/3, the liquidation entity complies with that requirement with one or more of the following elements:

1° own funds;

2° liabilities that meet the criteria for eligibility as referred to in Article 72bis of Regulation No. 575/2013, with the exception of Article 72ter, paragraph 2, points b) and d), of that Regulation;

3° liabilities referred to in Article 267/5, § 2.

Article 77, paragraph 2, and Article 78bis of Regulation No. 575/2013 do not apply to liquidation entities for which the resolution authority has not established the requirement referred to in Article 267/3.

Holdings of own fund instruments and eligible debt instruments issued by subsidiary institutions that are liquidation entities for which the resolution authority has not established the requirement referred to in Article 267/3 are not deducted on the basis of Article 72sexies, paragraph 5, of Regulation No. 575/2013.

By way of derogation from the fourth paragraph, a credit institution or an entity as referred to in Article 424, 2° to 4°, which is itself not a resolution entity, but is a subsidiary of a resolution entity or of an entity from a third country that would be a resolution entity if it were established in the Union, deducts its holdings of own fund instruments in subsidiary institutions that belong to the same resolution group and that are liquidation entities for which the resolution authority has not established the requirement referred to in Article 267/3 if the total amount of those holdings is equal to or greater than 7% of the total amount of its own funds and liabilities that meet the criteria for eligibility referred to in Article 267/5/4, § 2, calculated annually on 31 December as an average over the preceding twelve months.

§ 3. For resolution entities, the amount referred to in paragraph 2 is the following:

1° for the calculation of the requirement expressed as a percentage of the total of risk-weighted assets referred to in Article 267/3, second paragraph, 1°, the sum of:

• a loss absorption amount corresponding to the requirements of the resolution entity at the consolidated level of the resolution group referred to in Article 92, paragraph 1, point c), of Regulation No. 575/2013 and Article 149, first paragraph; and
• a recapitalization amount that enables the resolution group resulting from the resolution to restore compliance after the application of the preferred resolution strategy with its total capital ratio requirement referred to in Article 92, paragraph 1, point c), of Regulation No. 575/2013 and its requirement referred to in Article 149, first paragraph at the consolidated level of the resolution group; divided by the total of risk-weighted assets; and

2° for the calculation of the requirement expressed as a percentage of the total exposure measure referred to in Article 267/3, second paragraph, 2°, the sum of:

• a loss absorption amount corresponding to the leverage ratio requirement of the resolution entity referred to in Article 92, paragraph 1, point d), of Regulation No. 575/2013 at the consolidated level of the resolution group; and
• a recapitalization amount that enables the resolution group resulting from the resolution to restore compliance after the application of the preferred resolution strategy with its leverage ratio requirement referred to in Article 92, paragraph 1, point d), of Regulation No. 575/2013 at the consolidated level of the resolution group; divided by the total exposure measure.

In establishing the requirement referred to in the preceding paragraph, point 2°, on an individual basis expressed as a percentage of the total exposure measure, the resolution authority takes into account the requirements referred to in Article 255, § 6, 3° and 4°, in Article 6/1, § 2, first paragraph or § 3 of the Act of 28 December 2011 on the Resolution Fund and in Article 27, paragraph 7, a) of Regulation No. 806/2014.

In establishing the recapitalization amounts referred to in the preceding paragraphs:

1° the resolution authority uses the most recently reported values for the relevant total of risk-weighted assets or total exposure measure, adjusted to take into account any changes resulting from resolution measures established in the resolution plan; and

2° the resolution authority, after consulting the supervisor, adjusts the amount corresponding to the current requirement referred to in Article 149, first paragraph, up or down to determine the requirement that applies to the resolution entity after the execution of the preferred resolution strategy.

The resolution authority may increase the requirement referred to in the first paragraph, point 1°, second indent, by an appropriate amount necessary to ensure that, after resolution, the entity can maintain sufficient market confidence for a sufficient period of up to one year.

If the preceding paragraph of this section applies, the amount referred to in that paragraph is equal to the overall requirement for a tier 1 capital buffer that must apply after the application of the resolution tools, reduced by the amount of the credit institution-specific counter-cyclical tier 1 capital buffer referred to in Article 16 of Annex IV.

After consulting the supervisor, the resolution authority adjusts the amount referred to in the fourth paragraph as follows:

• it reduces the amount when it determines that a lower amount is sufficient to credibly maintain market confidence for a period of up to one year after the execution of the resolution strategy and to ensure that the credit institution or entity referred to in Article 424, 2° to 4°, continues to perform critical functions and has access to funding without recourse to other exceptional public support than contributions under resolution financing arrangements, in accordance with Article 6/1, § 1, third and fourth paragraph, § 2, first paragraph and § 3 of the Act of 28 December 2011 on the Resolution Fund or Article 27, paragraphs 6 to 10 of Regulation No. 806/2014; or

• it increases the amount when it determines that a higher amount is necessary to credibly maintain market confidence for a period of up to one year and to ensure that the credit institution or entity referred to in Article 424, 2° to 4°, continues to perform critical economic functions and has access to funding without recourse to other exceptional public support than contributions under resolution financing arrangements, in accordance with Article 6/1, § 1, third and fourth paragraph, § 2, first paragraph and § 3 of the Act of 28 December 2011 on the Resolution Fund or Article 27, paragraphs 6 to 10 of Regulation No. 806/2014.

§ 4. For resolution entities that do not fall under Article 92bis of Regulation No. 575/2013 and that are part of a resolution group whose total assets amount to more than 100 billion euros, the level of the requirement referred to in paragraph 3 is at least equal to:

1° 13.5% if calculated according to Article 267/3, second paragraph, 1°; and

2° 5% if calculated according to Article 267/3, second paragraph, 2°.

By way of derogation from Article 267/5, the resolution entities referred to in the first paragraph comply with the requirement referred to in that paragraph, using own funds, subordinated eligible instruments, or liabilities referred to in Article 267/5, § 3.

§ 5. The resolution authority may, after consulting the supervisor, decide to apply the requirement established in paragraph 4 to a resolution entity that does not fall under Article 92bis of Regulation No. 575/2013 and that is part of a resolution group whose total assets amount to less than 100 billion euros when it considers that its failure is reasonably likely to pose a systemic risk.

In taking a decision referred to in the preceding paragraph, the resolution authority takes into account:

1° the predominance of deposits, and the absence of debt instruments, in the funding model;

2° the extent to which access to capital markets for eligible liabilities is limited;

3° the extent to which the resolution entity must rely on tier 1 capital to meet the requirement referred to in Article 267/5/3.

The absence of a decision on the basis of the first paragraph does not affect a decision on the basis of Article 267/5, § 5.

§ 6. For entities that are themselves not resolution entities, the amount referred to in paragraph 2 is the following:

1° for the calculation of the requirement expressed as a percentage of the total of risk-weighted assets referred to in Article 267/3, second paragraph, 1°, the sum of:

• a loss absorption amount corresponding to the requirements of the entity referred to in Article 92, paragraph 1, point c) of Regulation No. 575/2013 and Article 149, first paragraph; and
• a recapitalization amount that enables the entity to restore compliance after the exercise of the power to write down or convert relevant capital instruments and eligible liabilities in accordance with Articles 250 or 457 or after the resolution of the resolution group, with its total capital ratio requirement referred to in Article 92, paragraph 1, point c), of Regulation No. 575/2013 and its requirement referred to in Article 149, first paragraph; divided by the total of risk-weighted assets; and

2° for the calculation of the requirement expressed as a percentage of the total exposure measure referred to in Article 267/3, second paragraph, 2°, the sum of:

• a loss absorption amount corresponding to the leverage ratio requirement of the entity referred to in Article 92, paragraph 1, point d), of Regulation No. 575/2013; and
• a recapitalization amount that enables the entity to restore compliance after the exercise of the power to write down or convert relevant capital instruments and eligible liabilities in accordance with Articles 250 or 457 or after the resolution of the resolution group, with its leverage ratio requirement referred to in Article 92, paragraph 1, point d), of Regulation No. 575/2013; divided by the total exposure measure.

In establishing the requirement referred to in the preceding paragraph, point 2°, on an individual basis expressed as a percentage of the total exposure measure, the resolution authority takes into account the requirements referred to in Article 255, § 6, 3° and 4°, in Article 6/1, § 2, first paragraph or § 3 of the Act of 28 December 2011 on the Resolution Fund and in Article 27, paragraph 7, a) of Regulation No. 806/2014.

In establishing the recapitalization amounts referred to in the preceding paragraphs:

1° the resolution authority uses the most recently reported values for the relevant total of risk-weighted assets or total exposure measure, adjusted to take into account any changes resulting from measures established in the resolution plan; and

2° the resolution authority, after consulting the supervisor, adjusts the amount corresponding to the current requirement referred to in Article 149, first paragraph, up or down to determine the requirement that applies to the entity concerned after the exercise of the power to write down or convert relevant capital instruments and eligible liabilities in accordance with Articles 250 or 457 or after the resolution of the resolution group.

The resolution authority may increase the requirement referred to in the first paragraph, point 1°, second indent of this section, by an appropriate amount necessary to ensure that the entity, after the exercise of the power to write down or convert relevant capital instruments and eligible liabilities in accordance with Articles 250 or 457, can maintain sufficient market confidence for a sufficient period of up to one year.

When the resolution authority increases the requirement referred to in the first paragraph, point 1°, second indent of this section, in accordance with the preceding paragraph of this section, the amount referred to in that paragraph is equal to the overall requirement for a tier 1 capital buffer that must apply after the exercise of the power referred to in Articles 250 or 457 or after the resolution of the resolution entity, reduced by the amount of the credit institution-specific counter-cyclical tier 1 capital buffer referred to in Article 16 of Annex IV.

After consulting the supervisor, the resolution authority adjusts the amount referred to in the fourth paragraph as follows:

• it reduces the amount when it determines that a lower amount is sufficient to credibly maintain market confidence for a period of up to one year after the exercise of the power referred to in Articles 250 or 457 or after the resolution of the resolution group, and to ensure that the credit institution or entity referred to in Article 424, 2° to 4°, continues to perform critical functions and has access to funding without recourse to other exceptional public support than contributions under resolution financing arrangements, in accordance with Article 6/1, § 1, third and fourth paragraph, § 2, first paragraph and § 3 of the Act of 28 December 2011 on the Resolution Fund or Article 27, paragraphs 6 to 10 of Regulation No. 806/2014; or

• it increases the amount when it determines that a higher amount is necessary to credibly maintain market confidence for a period of up to one year and to ensure that the credit institution or entity referred to in Article 424, 2° to 4°, continues to perform critical economic functions and has access to funding without recourse to other exceptional public support than contributions under resolution financing arrangements, in accordance with Article 6/1, § 1, third and fourth paragraph, § 2, first paragraph and § 3 of the Act of 28 December 2011 on the Resolution Fund or Article 27, paragraphs 6 to 10 of Regulation No. 806/2014.

§ 7. If the resolution authority expects that certain categories of eligible liabilities are reasonably likely to be wholly or partially excluded from the internal bail-in instrument on the basis of Article 267/2, § 2, or possibly fully transferred to a transferee in a partial transfer, the requirement referred to in Article 267/3 is met using own funds or other eligible liabilities that are sufficient to:

1° cover the amount of those eligible liabilities;

2° ensure that the conditions referred to in paragraph 2 are met.

§ 8. A decision of the resolution authority to impose a minimum requirement for own funds and eligible liabilities on the basis of this article is evaluated by the resolution authority without undue delay to take into account any changes in the level of the requirement as referred to in Article 149, first paragraph.

§ 9. For the purposes of paragraphs 3 and 6 of this article, capital requirements are interpreted in accordance with the application by the supervisor of the transitional provisions laid down in Part Ten, Title I, Chapters 1, 2 and 4 of Regulation No. 575/2013 and in the regulations of the supervisor whereby the options granted by that Regulation are exercised.

(1) <Inserted by Act of 11 July 2021, art. 188, 027; Entry into force: 23-07-2021> (2) <Act of 23 September 2025, art. 17, 036; Entry into force: 16-10-2025>

Art. 267/5/2

§ 1. The requirement referred to in Article 267/3 for a resolution entity that is an MSI or part of an MSI consists of the following:

1° the requirements referred to in Article 92bis and Article 494 of Regulation No. 575/2013; and

2° any additional requirements for own funds and eligible liabilities specifically established by the resolution authority with regard to that entity in accordance with paragraph 3.

§ 2. The requirement referred to in Article 267/3 for a subsidiary of significant importance of a non-EU MSI in the EEA consists of:

1° the requirements referred to in Articles 92ter and 494 of Regulation No. 575/2013; and

2° any additional requirement for own funds and eligible liabilities specifically established by the resolution authority with regard to that subsidiary of significant importance in accordance with paragraph 3 and which is met using own funds and liabilities that meet the conditions of Article 267/5/4 and Article 470, § 2.

§ 3. The resolution authority imposes an additional requirement for own funds and eligible liabilities referred to in paragraph 1, 2°, and paragraph 2, 2°:

1° if the requirement referred to in paragraph 1, 1°, or paragraph 2, 1°, is not sufficient to meet the conditions laid down in Article 267/5/1; and

2° insofar as this ensures that the conditions of Article 267/5/1 are met.

§ 4. For the purposes of Article 460, § 2, if two or more MSI entities that are part of the same MSI are resolution entities or entities from third countries that would be resolution entities if they were established in the Union, the relevant resolution authorities calculate the amount referred to in paragraph 3:

1° for each resolution entity and for each entity from a third country that would be a resolution entity if it were established in the European Union;

2° for the EEA parent company as if it were the only resolution entity of the MSI.

§ 5. A decision of the resolution authority to impose an additional requirement for own funds and eligible liabilities on the basis of paragraph 1, 2°, or paragraph 2, 2° is evaluated by the resolution authority without undue delay to take into account any changes in the level of the requirement as referred to in Article 149, first paragraph that applies to the resolution group or the subsidiary of significant importance of a non-EEA MSI in the EEA.

(1) <Inserted by Act of 11 July 2021, art. 189, 027; Entry into force: 23-07-2021> (2) <Act of 20 December 2023, art. 43, 033; Entry into force: 25-01-2024>

Art.

267/5/3 . [ 1 § 1. Entities to be resolved comply, on a consolidated basis at the level of the resolution group, with the requirements set out in Articles 267/5 to 267/5/2. § 2. The resolution authority determines the requirement referred to in Article 267/3 for a resolution entity at the consolidated level of the resolution group in accordance with Article 460, based on the requirements set out in Articles 267/5 to 267/5/2 and based on whether the group's subsidiaries established in third countries must be resolved separately according to the resolution plan. § 3. For resolution groups designated in accordance with Article 242, 13°/2, b), the resolution authority decides, depending on the characteristics of the solidarity mechanism and the preferred resolution strategy, which entities of the resolution group must comply with Article 267/5/1, § 3 and § 4, and Article 267/5/2, § 1, to ensure that the resolution group as a whole complies with paragraphs 1 and 2, and how such entities are to do so in accordance with the resolution plan.] 1

( 1 )<Inserted by Law 2021-07-11/08 , art. 190, 027; Entry into force: 23-07-2021>

Art.

267/5/4 .[ 1 § 1. Credit institutions that are subsidiaries of a resolution entity or an entity from a third country but are not themselves resolution entities comply individually with the requirements set out in Article 267/5/1. The resolution authority may, after consulting the supervisor, decide to apply the requirement set out in the preceding paragraph to an entity referred to in Article 424, 2° to 4°, which is a subsidiary of a resolution entity but is not itself a resolution entity. The preceding paragraph does not apply to EU parent undertakings that are not themselves resolution entities but are subsidiaries of entities from third countries. These parent undertakings comply on a consolidated basis with the requirements set out in Articles 267/5/1 and 267/5/2. [ 2 In derogation from the first and second paragraphs, a resolution authority may decide to determine the requirement referred to in Article 267/5/1 on a consolidated basis for a subsidiary referred to in this paragraph if the resolution authority decides that each of the following conditions is met: 1° the subsidiary meets one of the following conditions: a) the subsidiary is directly held by the resolution entity and

• the resolution entity is a financial EU parent holding company or a mixed financial EU parent holding company,
• the subsidiary and the resolution entity are established in the same Member State and form part of the same resolution group,
• the resolution entity holds no other subsidiary institution or subsidiary entity directly in its possession besides the subsidiary in question that is subject to the requirements of this Article or to the requirement referred to in Article 267/5/1, and
• the subsidiary would be disproportionately affected by the deductions prescribed under Article 72sexies, paragraph 5, of Regulation No. 575/2013; b) the subsidiary is subject exclusively on a consolidated basis to the requirement referred to in Article 149, first paragraph, and the determination on a consolidated basis of the requirement referred to in Article 267/5/1 would not lead to an overestimation of the recapitalization needs, for the purposes of Article 267/5/1, § 1, 2°, of the sub-group consisting of entities within the relevant consolidation perimeter, particularly when there is a prevalence of resolution entities within the same consolidation perimeter; 2° compliance with the requirement set out in Article 267/5/1 on a consolidated basis in place of compliance on an individual basis does not materially impair any of the following elements: a) the credibility and feasibility of the group's resolution strategy; b) the ability of the subsidiary to meet its own funds requirement after the exercise of the write-down or conversion powers; and c) the adequacy of the internal loss absorption and recapitalization mechanism, including the write-down or conversion of relevant capital instruments and eligible liabilities of the subsidiary in question or of other entities in the resolution group.] 2 For resolution groups designated in accordance with Article 242, 13°/2, b), credit institutions permanently affiliated to a central institution but not themselves resolution entities, a central institution that is not itself a resolution entity, and resolution entities that do not fall under a requirement under Article 267/5/3, § 3, comply individually with Article 267/5/1, § 6. The requirement referred to in Article 267/3 for an entity referred to in this paragraph is determined in accordance with Articles 459, 460 and, where applicable, 470, § 2, and based on the requirements set out in Article 267/5/1. § 2. The requirement referred to in Article 267/3 for entities referred to in paragraph 1 is met with one or more of the following elements: 1° liabilities: a) issued to and purchased by the resolution entity, directly or indirectly via other entities in the same resolution group, or issued to and purchased by an existing shareholder that is not part of the same resolution group, provided that the exercise of write-down or conversion powers in accordance with Articles 250 to 254 and 458 does not impair the control of the resolution entity over the subsidiary; b) that meet the criteria set out in Article 72bis of Regulation No. 575/2013 to qualify, with the exception of Article 72ter, paragraph 2, points b), c), k), l) and m), and Article 72ter, paragraphs 3, 4 and 5, of that Regulation; c) that rank lower in liquidation proceedings than liabilities that do not meet the condition referred to in a) and do not qualify for own funds requirements; d) that are subject to write-down or conversion powers in accordance with Articles 250 to 254 and 458 in a manner consistent with the resolution strategy of the resolution group, in particular by not adversely affecting the control of the resolution entity over the subsidiary; e) the acquisition of which is not financed directly or indirectly by the entity to which this Article applies; f) the applicable provisions do not explicitly or implicitly state that the liabilities would be called, redeemed, prepaid or repurchased by the entity falling under this Article, as the case may be, except in the event of insolvency or liquidation of that entity, and that entity does not state otherwise; g) the applicable provisions do not give the holder the right to accelerate the planned future payment of interest or principal, except in the event of the insolvency or liquidation of the entity falling under this Article; h) for which the level of interest payments or dividend distributions payable, as the case may be, does not change based on the creditworthiness of the entity to which this Article applies or of its parent undertaking; 2° own funds, as follows: a) Tier 1 core capital, and b) other own funds that (i) are issued to and purchased by entities belonging to the same resolution group, or (ii) are issued to and purchased by entities not belonging to the same resolution group, provided that the exercise of write-down or conversion powers in accordance with Articles 250 to 254 and 458 does not impair the control of the resolution entity over the subsidiary. [ 2 § 2/1. If an entity as referred to in paragraph 1 complies on a consolidated basis with the requirement referred to in Article 267/3, the amount of own funds and eligible liabilities of that entity includes the following liabilities issued by an EU-established subsidiary included in the consolidation of that entity in accordance with paragraph 2, 1°: 1° liabilities issued to and purchased by the resolution entity, either directly or indirectly via other entities in the same resolution group, that are not included in the consolidation of the entity that complies on a consolidated basis with the requirement referred to in Article 267/3; 2° liabilities issued to an existing shareholder that is not part of the same resolution group. § 2/2. The liabilities referred to in paragraph 2/1, 1° and 2° do not exceed the amount determined by the amount of the requirement referred to in Article 267/3 applicable to the subsidiary included in the consolidation, reduced by the total of all the following elements: 1° the liabilities issued to and purchased by the entity that complies on a consolidated basis with the requirement referred to in Article 267/3, either directly or indirectly via other entities in the same resolution group, that are included in the consolidation of that entity; 2° the amount of own funds issued in accordance with paragraph 2, 2°.] 2 § 3. If a subsidiary is not a resolution entity, the resolution authority may refrain from applying this Article to that subsidiary if: 1° both the subsidiary and the resolution entity are established in Belgium and form part of the same resolution group; 2° the resolution entity complies with the requirement referred to in Article 267/5/3; 3° there is no existing or foreseen material, practical or legal impediment to the immediate transfer of own funds or immediate repayment of liabilities by the resolution entity to the subsidiary for which a determination has been made in accordance with Article 250, § 1 in combination with Article 457, in particular if resolution measures are taken with respect to the resolution entity; 4° the resolution entity satisfies its supervisor that the subsidiary is managed prudently and, with the consent of the supervisor, has declared that it guarantees the obligations incurred by the subsidiary, or that the risks in the subsidiary are insignificant; 5° the subsidiary is involved in the risk assessment, measurement and control procedures of the resolution entity; 6° the resolution entity holds more than 50% of the voting rights attached to the shares in the capital of the subsidiary or has the right to appoint or remove a majority of the members of the statutory management body of the subsidiary. § 4. If a subsidiary is not a resolution entity, the resolution authority may also refrain from applying this Article to that subsidiary if: 1° both the subsidiary and its parent undertaking are established in Belgium and form part of the same resolution group; 2° the parent undertaking complies on a consolidated basis with the requirement referred to in Article 267/3; 3° there is no existing or foreseen material, practical or legal impediment to the immediate transfer of own funds or immediate repayment of liabilities by the parent undertaking to the subsidiary for which a determination has been made in accordance with Article 250, § 1 in combination with Article 457, in particular if resolution measures are taken with respect to the parent undertaking or the power referred to in Article 250, § 1 is exercised; 4° the parent undertaking satisfies its supervisor that the subsidiary is managed prudently and, with the consent of the supervisor, has declared that it guarantees the obligations incurred by the subsidiary, or that the risks in the subsidiary are insignificant; 5° the subsidiary is involved in the risk assessment, measurement and control procedures of the parent undertaking; 6° the parent undertaking holds more than 50% of the voting rights attached to shares in the capital of the subsidiary, or has the right to appoint or remove a majority of the members of the statutory management body of the subsidiary. § 5. If the conditions set out in paragraph 3, points 1° and 2°, are met, the resolution authority may allow a subsidiary to comply wholly or partially with the requirement referred to in Article 267/3 with a guarantee provided by the resolution entity, which meets the following conditions: 1° the guarantee is provided for an amount at least equal to the amount of the requirement it replaces; 2° the guarantee is activated if the subsidiary is unable to pay its debts or other obligations when they become due or if a determination is made with respect to the subsidiary in accordance with Article 250, § 1 in combination with Article 457, whichever is earlier; 3° the guarantee for at least 50% of its amount is covered by a security agreement as defined in Article 3, 3° of the Law of 15 December 2004 concerning financial collateral and containing various fiscal provisions concerning security agreements and loans relating to financial instruments, and established in accordance with that Law; 4° the security referred to in 3° meets the requirements of Article 197 of Regulation No. 575/2013 and is sufficient, after appropriate conservative "haircuts", to cover the secured amount referred to in point 3°; 5° the security referred to in 3°, as well as the assets that are the subject thereof, is unencumbered and is in particular not used as security to cover another guarantee; 6° the security referred to in 3° has an effective duration that meets the duration condition in Article 72quater, paragraph 1, of Regulation No. 575/2013; and 7° there are no legal, regulatory or operational impediments to the transfer of the assets that are the subject of the security referred to in 3° from the resolution entity to the relevant subsidiary, even if resolution measures are taken with respect to the resolution entity. For the purposes of the first paragraph, point 7°, the resolution entity, at the request of the resolution authority, provides an independent written and reasoned legal opinion or otherwise satisfactorily demonstrates that there are no such legal, regulatory or operational impediments.] 1

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( 1 )<Inserted by Law 2021-07-11/08 , art. 191, 027; Entry into force: 23-07-2021> ( 2 )<Law 2025-09-23/01 , art. 18, 036; Entry into force: 16-10-2025>

Art.

267/5/5 . [ 1 The resolution authority may grant a central institution or a credit institution permanently affiliated to a central institution a full or partial exemption from the application of Article 267/5/4 if all of the following conditions are met: 1° the credit institution and the central institution are subject to the supervision of the supervisor, are established in Belgium and form part of the same resolution group; 2° the obligations of the central institution and its permanently affiliated credit institutions are joint and several obligations, or the obligations of the permanently affiliated credit institutions are fully guaranteed by the central institution; 3° the minimum requirement for own funds and eligible liabilities, and the solvency and liquidity of the central institution and of all permanently affiliated credit institutions are monitored in their entirety based on the consolidated annual accounts of those institutions; 4° in the case of an exemption for a credit institution permanently affiliated to a central institution, the management of the central institution is empowered to give instructions to the management of the permanently affiliated institution; 5° the resolution group in question complies with the requirement referred to in Article 267/5/3, § 3; and 6° there is no existing or foreseen material, practical or legal impediment to the immediate transfer of own funds or repayment of liabilities between the central institution and the permanently affiliated credit institutions in the event of resolution.] 1

( 1 )<Inserted by Law 2021-07-11/08 , art. 192, 027; Entry into force: 23-07-2021>

Art.

267/5/6 .[ 1 § 1. Credit institutions and entities referred to in Article 424, 2° to 4°, to which the requirement referred to in Article 267/3 applies, report to their competent authorities and resolution authorities on the following: 1° the amounts of own funds that, where applicable, meet the conditions of Article 267/5/4, § 2, 2°, and the amounts of eligible liabilities and those same amounts as a percentage, expressed in accordance with Article 267/3, paragraph 2, after any applicable deductions in accordance with Articles 72sexies to 72undecies of Regulation No. 575/2013; 2° the amounts of other bail-inable liabilities; 3° for the items referred to in points 1° and 2°:

• their composition, including their maturity profile,
• their ranking in liquidation proceedings, and
• whether the eligible liabilities fall under the legislation of a third country, and whether they contain the contractual terms referred to in Article 267/15, § 1 of this Act and in Article 52, paragraph 1, points p) and q) and Article 63, points n) and o), of Regulation No. 575/2013. The obligation to report on the amounts of other bail-inable liabilities referred to in point 2°, of the first paragraph, does not apply to entities that on the date of reporting that information hold amounts of own funds and eligible liabilities that amount to at least 150% of the requirement referred to in Article 267/3, as calculated in accordance with point 1°, of the first paragraph. § 2. The entities referred to in paragraph 1 report the information referred to in paragraph 1, point 1°, at least semi-annually and the information referred to in paragraph 1, points 2° and 3°, at least annually. The entities referred to in paragraph 1 report the information referred to in that paragraph more frequently if the supervisor or the resolution authority so requests. § 3. The entities referred to in paragraph 1 make the following information publicly available at least annually: 1° the amounts of own funds that, where applicable, meet the conditions of Article 267/5/4, § 2, 2°, and eligible liabilities; 2° the composition of the items referred to in point 1°, including their maturity profile and ranking in a liquidation proceeding; 3° the applicable requirement as referred to in Article 267/5/3 or Article 267/5/4, expressed as a percentage in accordance with Article 267/3, § 2. § 4. [ 2 Paragraphs 1 and 3 do not apply to a resolution entity unless the resolution authority has determined the requirement referred to in Article 267/3 for that entity in accordance with Article 267/5/1, § 2/1, second paragraph. In that case, the resolution authority determines the content and frequency of the reporting and disclosure obligations for that entity. The resolution authority communicates those reporting and disclosure obligations to the relevant resolution entity. Those reporting and disclosure obligations do not go beyond what is necessary for the supervision of compliance with the requirement determined under Article 267/5/1, § 2/1, second paragraph.] 2 . § 5. If resolution measures have been implemented or the write-down or conversion powers referred to in Articles 250 or 457 have been exercised, the disclosure requirements referred to in paragraph 3 apply from the date referred to in Article 418 by which the requirements of Article 267/5/3 or Article 267/5/4 must be met.] 1

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( 1 )<Inserted by Law 2021-07-11/08 , art. 193, 027; Entry into force: 23-07-2021> ( 2 )<Law 2025-09-23/01 , art. 19, 036; Entry into force: 16-10-2025>

Art.

267/5/7 .[ 1 The resolution authority notifies the EBA of the minimum requirement for own funds and eligible liabilities determined in accordance with Article 267/5/3 or Article 267/5/4, including decisions taken under Article 267/5/4, § 1, fourth paragraph, for each entity in their jurisdiction.] 1

( 1 )<Law 2025-09-23/01 , art. 20, 036; Entry into force: 16-10-2025>

Art.

267/5/8 . [ 1 § 1. Any breach of the minimum requirement for own funds and eligible liabilities referred to in Article 267/5/3 or Article 267/5/4 is addressed by the resolution authority or the supervisor using at least one of the following: 1° the power to address or remove impediments to resolvability in accordance with Articles 231 to 232, and 449 to 451; 2° the powers to prohibit certain distributions referred to in Articles 230/1 to 230/4; 3° recovery measures in accordance with Articles 234 and 236; 4° the measures and sanctions referred to in Articles 345 to 347. The resolution authority and the supervisor may also assess whether the credit institution or entity referred to in Article 424, 2° to 4°, is in default or is about to be in default, in accordance with Article 244, 244/1, or 454, as the case may be. § 2. The resolution authority and the supervisor consult each other when exercising their respective powers referred to in paragraph 1.] 1

( 1 )<Inserted by Law 2021-07-11/08 , art. 195, 027; Entry into force: 23-07-2021>

Art.

267/5/9 . [ 1 The resolution authority and the supervisor assist the EBA in preparing and submitting the annual report referred to in Article 45terdecies, paragraph 1 of Directive 2014/59/EU.] 1

( 1 )<Inserted by Law 2021-07-11/08 , art. 196, 027; Entry into force: 23-07-2021>

Subsection 3. [ 1

• Implementation of the internal bail-in instrument] 1

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( 1 )<Inserted by Royal Decree 2015-12-18/19 , art. 14, 003; Entry into force: 01-01-2016>

Art.

267/6. § 1. When it applies the internal bail-in tool, the resolution authority estimates, on the basis of a valuation complying with Articles 246 to 248, the total of: 1° if applicable, the amount for which [bail-inable liabilities] must be written down to ensure that the net value of the assets of the credit institution in resolution is equal to zero; and 2° where appropriate, the amount for which [bail-inable liabilities] must be converted into shares or other capital instruments to restore the Tier 1 core capital ratio of the credit institution in resolution or to enable a bridge institution to comply with it. § 2. The estimate referred to in § 1 takes into account the capital contribution by [the Resolution Fund]. The total referred to in § 1 must make it possible to maintain sufficient market confidence in the credit institution in resolution or the bridge institution and must enable it to continue to comply with the licensing conditions for at least one year and to continue to carry on the activities for which it has obtained a licence. If the resolution authority intends to use the asset separation instrument referred to in Article 265, the amount by which [bail-inable liabilities] must be reduced, to the extent necessary, takes into account a prudent estimate of the capital needs of the asset management vehicle. § 3. If the relevant capital instruments have been written down in accordance with Articles 250 to 254 and the internal bail-in tool has been applied in accordance with Article 267/1, § 1, and if it appears that the level of write-downs based on the preliminary valuation under Article 248, § 2 is higher than the requirements when this level is compared with that of the definitive valuation under Article 248, § 3, arrangements are made to repay creditors and then shareholders to the extent necessary. § 4. The resolution authority establishes and maintains arrangements to ensure that the assessment and valuation are based on information on the assets and liabilities of the credit institution in resolution that is as up-to-date and as extensive as reasonably possible.

(1)<Inserted by Royal Decree 2015-12-18/19, art. 15, 003; Entry into force: 01-01-2016> (2)<Law 2016-06-27/09, art. 22, 008; Entry into force: 16-07-2016> (3)<Law 2021-07-11/08, art. 197, 027; Entry into force: 23-07-2021>

Art.

267/7. § 1. When the resolution authority applies the internal bail-in tool or writes down or converts capital instruments, it takes one or both of the following measures with regard to shareholders and holders of other ownership instruments: 1° the withdrawal of existing shares or other ownership instruments, or their transfer to creditors on whom the internal bail-in tool has been applied; 2° provided that the net value of the credit institution in resolution is positive according to the valuation under Articles 246 to 248, the dilution of existing shareholdings and other ownership instruments as a result of the conversion into shares or other ownership instruments of: a) relevant capital instruments issued by the credit institution under the power referred to in Article 250, § 1; or b) [bail-inable liabilities] issued by the credit institution in resolution under the power referred to in Article 276, § 2, 4°/2. For the purpose of point 2°, the resolution authority applies a conversion rate that strongly dilutes existing shareholdings or other ownership instruments. § 2. The measures referred to in § 1 are also taken with regard to shareholders and holders of other ownership instruments whose shares or other ownership instruments were issued or allocated to them: 1° following the conversion of debt instruments into shares or other ownership instruments in accordance with the contractual terms to which these debt instruments are subject, in an event that preceded or occurred at the same time as the assessment by the resolution authority establishing that the credit institution met the conditions for initiating a resolution procedure; 2° following the conversion of relevant capital instruments into Tier 1 core capital instruments in accordance with Article 250. § 3. When the resolution authority considers which measures to take under § 1, it takes into account: 1° the valuation under Articles 246 to 248; 2° the amount by which the nominal value of Tier 1 core capital instruments must be reduced and by which relevant capital instruments must be written down or converted; and 3° the total established under Article 267/6. § 4. [If the application of the internal bail-in tool leads to the acquisition of a qualifying holding in the credit institution or to an increase in such a holding such that one of the thresholds set out in Article 46 is reached or exceeded, Article 269/1 applies.] 2 § 5. By decision taken on the advice of the resolution authority, the King regulates the legal consequences of the application of the internal bail-in tool and of the conversion of capital as referred to in paragraph 1 and the exercise of the rights attached to the assigned shares or other ownership instruments during the period of assessment of the purchaser by the supervisor, as well as the consequences of any opposition by the supervisor. The decision taken under this paragraph may deviate from Article 51 to the extent permitted by the mandatory provisions of international treaties or international acts adopted under such treaties.] 1

(1)<Inserted by Royal Decree 2015-12-18/19, art. 16, 003; Entry into force: 01-01-2016> (2)<Law 2021-07-11/08, art. 198, 027; Entry into force: 23-07-2021>

Art.

267/8. § 1. When the resolution authority applies the internal bail-in tool, it exercises the write-down and conversion powers subject to the exclusions referred to in Article 242, 10° and in Article 267/2, § 2, subject to the following requirements: 1° Tier 1 core capital instruments are reduced in accordance with Article 252, 1°; 2° if the reduction under point 1° above is less than the sum of the amounts referred to in Article 267/7, § 3, 2° and 3°, the resolution authority reduces the principal of Additional Tier 1 instruments; 3° if the reduction under points 1° and 2° above is less than the sum of the amounts referred to in Article 267/7, § 3, 2° and 3°, the resolution authority reduces the principal of Tier 2 instruments; 4° if the reduction under points 1°, 2° and 3° above is less than the sum of the amounts referred to in Article 267/7, § 3, 2° and 3°, the resolution authority reduces the principal of subordinated claims that are not Additional Tier 1 or Tier 2 instruments, taking into account the order of priority applied in a liquidation procedure; 5° [if the reduction under points 1° to 4° above is less than the sum of the amounts referred to in Article 267/7, § 3, 2° and 3°, the resolution authority reduces the principal of, or the amount due with respect to, the remainder of the bail-inable liabilities, including the debt instruments referred to in Article 389/1, 2°, taking into account the order of priority applied in a liquidation procedure, to the extent necessary to obtain the sum of the amounts referred to in Article 267/7, § 3, 2° and 3°.] 2 § 2. When the resolution authority exercises the write-down or conversion powers, it distributes the losses represented by the sum of the amounts referred to in Article 267/7, § 3, 2° and 3° among each category of capital and [bail-inable liabilities] according to their rank in the order of priority applied in a liquidation procedure, and within each category proportionally to the nominal value of those instruments and debts or of the outstanding amount due with respect to those instruments and debts, without prejudice to another distribution of losses among [bail-inable liabilities] of the same rank, applying Article 267/2, § 2. § 3. A write-down or conversion measure as mentioned in § 1 is, where appropriate, applied under the same conditions to the residual value of an instrument referred to in § 1, 2° to 4°, on which a write-down has already been applied on the basis of contractual provisions. § 4. Without prejudice to the exclusions referred to in Articles 242, 10° and 267/2, § 2, the resolution authority may not write down or convert a liability while other liabilities subordinated to that liability are largely not converted or written down.] 1

(1)<Inserted by Royal Decree 2015-12-18/19, art. 17, 003; Entry into force: 01-01-2016> (2)<Law 2021-07-11/08, art. 199, 027; Entry into force: 23-07-2021>

Art.

267/9. § 1. The resolution authority exercises the write-down and conversion powers with respect to a liability arising from derivatives only when the derivative positions are closed. At the opening of the resolution procedure, the resolution authority may terminate the derivative contracts or close the derivative positions. If a liability arising from derivatives is excluded from the application of the internal bail-in measure under Article 267/2, § 2, the resolution authority is not required to terminate the aforementioned derivative contracts or close the derivative positions. In the context of the valuation under Articles 246 to 248, the resolution authority or the independent person takes into account existing netting agreements and determines the respective obligations of the parties on a net basis in accordance with the provisions of these agreements. § 2. The resolution authority determines the value of liabilities arising from derivatives on the basis of the following: 1° appropriate methods for determining the value of the categories of derivatives, including transactions subject to netting agreements; 2° principles for determining the time at which the value of a derivative position must be recorded; and 3° appropriate methodologies for comparing the value destruction that would result from closing the derivative positions and the internal bail-in for derivatives, with the amount of losses that would be borne by these derivatives in the event of internal bail-in.] 1

(1)<Inserted by Royal Decree 2015-12-18/19, art. 18, 003; Entry into force: 01-01-2016>

Art.

267/10. In exercising the conversion power referred to in Article 250, § 2 and in Article 276, § 2, 4°/2, the resolution authority may apply different conversion rates to different categories of capital instruments and liabilities. In determining these conversion rates, the order of priority of the categories of liabilities applied in a liquidation procedure is taken into account. The conversion rate provides the affected creditor with appropriate compensation for the loss suffered as a result of the exercise of the write-down and conversion powers.] 1

(1)<Inserted by Royal Decree 2015-12-18/19, art. 19, 003; Entry into force: 01-01-2016>

Art.

267/11. § 1. Within one month after the application of the internal bail-in tool to a credit institution to achieve the objectives referred to in Article 267/1, § 1, 1°, the statutory management body of the credit institution or the person or persons appointed under Article 281, § 2 for the credit institution concerned must draw up a business recovery plan and submit it for approval to the resolution authority. § 2. In exceptional circumstances and if this is necessary to achieve the resolution objectives, or if the business recovery plan must be submitted in the context of the application of European Union state aid rules, the resolution authority may extend the one-month period referred to in § 1 by up to one month. § 3. The business recovery plan sets out measures in accordance with the objectives and guidelines of the resolution authority aimed at restoring the long-term viability of the credit institution or a part of its activities within a reasonable timeframe. It contains at least the following elements: 1° a detailed diagnosis of the factors and problems causing or likely to cause the credit institution to fail, and the circumstances underlying the difficulties faced by the credit institution; 2° a description of the measures to be taken aimed at restoring the long-term viability of the credit institution; 3° a timetable for the implementation of those measures. The business recovery plan takes into account, among other things, the current state and future prospects of the financial markets, based on optimistic and pessimistic hypotheses, such as a combination of scenarios under which the main weaknesses of the credit institution can be identified. The hypotheses are compared with appropriate sector-wide benchmarks. This plan must, where appropriate, be compatible with the restructuring plan drawn up in the context of the application of European Union state aid rules. § 4. Measures aimed at restoring long-term viability as referred to in paragraph 3 include: 1° the reorganisation of the activities of the credit institution; 2° changes in the operational systems and infrastructure in the credit institution; 3° the cessation of loss-making activities; 4° the restructuring of existing activities that can be made profitable; 5° the sale of assets or business units.] 1

(1)<Inserted by Royal Decree 2015-12-18/19, art. 20, 003; Entry into force: 01-01-2016>

Art.

267/12. § 1. Within one month from the date of submission of the business recovery plan referred to in Article 267/11, the resolution authority assesses the suitability of that plan to restore the long-term viability of the credit institution concerned. This assessment is carried out in consultation with the competent authority. If the resolution authority and the competent authority are of the opinion that that objective can be achieved with the implementation of the plan, the resolution authority approves the plan. § 2. If the resolution authority is of the opinion that the objective referred to in § 1 cannot be achieved with the implementation of the plan, it informs the statutory management body of the credit institution or the person or persons appointed under Article 281, § 2 of the shortcomings it has identified, in consultation with the competent authority, and requires that the plan be modified to remedy these shortcomings. § 3. Within two weeks from the date of receipt of the notification referred to in § 2, the statutory management body of the credit institution or the person or persons appointed under Article 281, § 2 submits a modified plan to the resolution authority for approval. The resolution authority assesses the modified plan and informs the statutory management body of the credit institution or the person or persons appointed under Article 281, § 2 within one week whether it is of the opinion that the identified shortcomings have been remedied or that further modifications are required. § 4. The statutory management body of the credit institution or the person or persons appointed under Article 281, § 2 implement the recovery plan as approved by the resolution authority and the competent authority and submit a report to the resolution authority at least every six months on the progress made in implementing the plan. § 5. The statutory management body of the credit institution or the person or persons appointed under Article 281, § 2 revise the plan if, in the opinion of the resolution authority, with the consent of the competent authority, this is necessary to achieve the objective referred to in Article 267/11, § 3, and submit any modification of this plan for approval to the resolution authority.] 1

(1)<Inserted by Royal Decree 2015-12-18/19, art. 21, 003; Entry into force: 01-01-2016>

Art.

267/13. § 1. When the resolution authority reduces the principal or the outstanding amount due of a liability to zero using the power referred to in Article 267, § 2, 4°/1, that liability and any liabilities or claims arising therefrom that were not due at the time the measure was implemented are deemed extinguished in principal and interest and cannot be submitted in the context of any subsequent proceedings regarding the credit institution in resolution or any successor entity in a subsequent liquidation. § 2. If the resolution authority partially reduces the principal or the outstanding amount due of a liability using the power referred to in Article 276, § 2, 4°/1: 1° the liability is deemed extinguished to the extent of the reduced amount; 2° the instrument or agreement on which the original liability was based remains applicable to the remaining amount of the principal or the outstanding amount due of the liability, unless there is any modification of the amount of interest due to take into account the reduction of the principal amount, and any further modification of the conditions that the resolution authority may introduce under Article 276, § 2, 4°/4.] 1

(1)<Inserted by Royal Decree 2015-12-18/19, art. 22, 003; Entry into force: 01-01-2016>

Art.

267/14. The conversion of [bail-inable liabilities] 2 or of Additional Tier 1 or Tier 2 instruments of a credit institution into shares or other ownership instruments takes effect by operation of law in accordance with Article [295/1] 2, notwithstanding any statutory or contractual provision or any contrary clause in its articles of association or its deed of incorporation, including any pre-emptive right for shareholders or any clause requiring shareholders' consent for a capital increase.] 1

(1)<Inserted by Royal Decree 2015-12-18/19, art. 23, 003; Entry into force: 01-01-2016> (2)<Law 2021-07-11/08, art. 200, 027; Entry into force: 23-07-2021>

Art.

267/1

§ 1. Credit institutions and entities referred to in Article 424, 2° to 4°, shall include in the agreements under which bail-inable debts are incurred a provision whereby the creditor acknowledges that the debt is subject to the write-down or conversion powers and agrees to be bound by any measure taken by the resolution authority in the exercise of its powers to convert or reduce the principal or the outstanding amount owed, provided that such debts:

• are not excluded on the basis of Article 242, 10°;
• are subject to the legislation of a third country;
• do not constitute deposits as referred to in Article 389, § 2; and
• were incurred from 1 January 2016.

The resolution authority may require the credit institution or entity referred to in Article 424, 2° to 4°, concerned to provide it with a legal opinion on the enforceability and effectiveness of such a clause.

The resolution authority may decide that the obligation referred to in the first paragraph does not apply to credit institutions or entities for which the requirement under Article 267/3 is equal to the loss absorption amount as defined in Article 267/5/1, § 2, 1°, provided that debts meeting the conditions referred to in the first paragraph, and with respect to which the contractual term referred to in that paragraph has not been included, are not necessary to meet this requirement.

The first paragraph shall not apply if the resolution authority considers that the obligations or instruments may be subject to its write-down or conversion powers under the legislation of a third country or a binding agreement concluded with that third country.

The absence of the provision referred to in the first paragraph in the agreement shall not prevent the resolution authority from exercising its prerogatives.

§ 2. If a credit institution or entity as referred to in Article 424, 2° to 4°, determines that it is impossible to include a contractual term required under paragraph 1 in the contractual provisions, that credit institution or entity shall notify the resolution authority thereof, together with the category of debts and the justification for that determination. The credit institution or entity shall provide the resolution authority with all information requested by the resolution authority within a reasonable period after receipt of the notification, so that the resolution authority can assess what consequences that determined impossibility has on the resolvability of that credit institution or entity.

In the event of a notification under the preceding paragraph, the obligation to include a contractual term required under paragraph 1 in the contractual provisions shall be automatically suspended as soon as the resolution authority has received the notification.

If the resolution authority decides that it is not impossible to include a contractual term required under paragraph 1 in the contractual provisions applicable to a relevant obligation, it may require, taking into account the duty to ensure the resolvability of the credit institution or entity, that such a contractual term be included within a reasonable period after the notification referred to in the first paragraph. The resolution authority may require the credit institution or entity to modify its practices regarding the application of the exemption from the contractual recognition of the instrument of internal loss absorption.

The debts referred to in the first paragraph do not include Additional Tier 1 instruments, Tier 2 instruments, and debt instruments as referred to in Article 242, 21°, if those instruments are unsecured debts. Furthermore, the debts referred to in the first paragraph are of a higher rank than the debts referred to in Article 389/1, 2°.

The debts for which the credit institution or entity fails to include the contractual term required under paragraph 1 in the contractual provisions, or for which that requirement does not apply under the current paragraph, shall not be counted towards the minimum requirement for own funds and eligible liabilities.

§ 3. The resolution authority shall specify, if it deems necessary, the categories of debts with respect to which a credit institution or entity may determine that it is impossible to include the contractual term referred to in paragraph 1 based on the conditions further specified under Article 55, paragraph 6 of Directive 2014/59/EU.

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(1)<W 2021-07-11/08, art. 201, 027; Inwerkingtreding : 23-07-2021>

Afdeling V.

• Common provisions concerning the resolution instruments

Art.

268

§ 1. [1] Without prejudice to any provision to the contrary in this Act, the application of resolution measures or the exercise of resolution powers shall not be subject to: 1° the approval of any public or private person, including the statutory administrative body or the general meeting of shareholders of the credit institution or of a third party who is not a recipient, notwithstanding any conflicting statutory, regulatory or contractual provision; 2° compliance with any procedural requirements of economic, company or securities law other than those resulting from mandatory provisions of international treaties or international instruments adopted under such treaties.] 1

§ 2. The resolution authority shall notify the Minister of Finance of any decision it intends to take. The Minister may oppose this within a period of forty-eight hours if he considers that the intended action has a direct fiscal effect or systemic consequences.

---

(1)<W 2021-07-11/08, art. 202, 027; Inwerkingtreding : 23-07-2021>

Art.

269

§ 1. [2] In the application of resolution measures or the exercise of resolution powers, the resolution authority may exercise the transfer power multiple times to carry out additional transfers of shares or other ownership instruments, assets, rights or obligations to the recipient.] 2

§ 2. Under the conditions determined by the King on the advice of the resolution authority, the resolution authority may have the shares, other ownership instruments, assets, rights or obligations transferred to a recipient using one of the resolution instruments referred to in paragraph 1, transferred back to the credit institution or to their original owners, as the case may be.

[1 § 3. In the application of the resolution instruments referred to in paragraph 1, and without prejudice to the provisions in Chapter VII of this Title, shareholders or creditors of the credit institution in resolution and other third parties whose assets, rights or obligations have not been transferred, shall have no rights with respect to the transferred assets, rights or obligations.] 1

---

(1)<W 2016-06-27/09, art. 23, 008; Inwerkingtreding : 16-07-2016> (2)<W 2021-07-11/08, art. 203, 027; Inwerkingtreding : 23-07-2021>

Art.

269/1

[1 § 1. If the application of a resolution measure leads to the acquisition of a qualifying holding in the credit institution or to an increase in such a holding whereby one of the thresholds specified in Article 46 is reached or exceeded, the prospective acquirers or shareholders shall notify the supervisor thereof as determined in Article 46, immediately after they become aware of this fact, even if they intend to reduce the level of their holding so that it falls below the threshold again.

Based on the notification referred to in Article 46, the supervisor shall proceed as soon as possible to the assessment referred to in Article 48, first paragraph, in order not to delay the implementation of the resolution measure and to prevent the objectives of the resolution from not being achieved. The resolution authority shall apply the resolution measure pending the assessment by the supervisor.

§ 2. The supervisor shall send the prospective acquirer or shareholder referred to in paragraph 1 a written acknowledgment of receipt, as soon as possible after receipt of the notification and the information referred to in Article 46, as well as after any subsequent receipt of the information referred to in paragraph 3.

§ 3. The supervisor may request additional information from the prospective acquirer or the shareholder in the event of involuntary acquisition that is necessary to complete the assessment. This request shall be made in writing and specify what additional information is needed.

§ 4. For the performance of the assessment referred to in Article 48, paragraph 1, the cooperation and information exchange referred to in Article 49 shall apply.

§ 5. The supervisor shall take a reasoned decision as soon as possible and bring it to the knowledge of (i) the prospective acquirer or shareholder referred to in paragraph 1 and (ii) the resolution authority. The supervisor's opposition may only be based on well-founded grounds to assume, on the basis of the criteria of Article 18, second paragraph, that the prospective acquirer or shareholder is not suitable to ensure sound and prudent management of the credit institution.] 1

---

(1)<Ingevoegd bij W 2021-07-11/08, art. 204, 027; Inwerkingtreding : 23-07-2021>

Art.

270

Without prejudice to Article 278 and the provisions of Chapter VII and notwithstanding any conflicting contractual provision, the transfers ordered by the resolution authority [1...] 1 shall not result in a modification of the provisions of agreements regarding the transferred activities, nor terminate such agreements, nor give any party the right to unilaterally terminate them, suspend their performance, resort to set-off of the claims and debts arising therefrom, or invoke resolutive conditions or forfeiture of time limits.

---

(1)<W 2021-07-11/08, art. 205, 027; Inwerkingtreding : 23-07-2021>

Art.

271

The recipient shall be deemed to be the continuation of the credit institution and may continue to exercise all rights exercised by the credit institution with respect to the transferred assets, rights or obligations, including the rights of membership in and access to payment, clearing and settlement systems, regulated markets and investor compensation schemes and deposit guarantee schemes.

Access to the systems and markets referred to in the first paragraph may not be refused to the recipient because he does not possess a credit rating from a credit rating agency, or because that rating does not correspond to the rating levels required to gain access to the relevant systems and markets.

If the recipient does not meet the membership or participation criteria of a payment, clearing or settlement system, a regulated market or a deposit guarantee scheme, the resolution authority shall determine the transition period during which he may exercise the rights referred to in the first paragraph. This period may not be longer than 24 months but may be extended by the resolution authority at the request of the recipient.

Art.

272

§ 1. [1] The resolution authority and the Resolution Fund may recover reasonable expenses that they have lawfully incurred in the use of the resolution instruments, in the exercise of resolution powers, in the interventions of the Resolution Fund or in the use of public financial stabilization instruments, from one or more of the following ways:] 1 1° from the credit institution in resolution; 2° by deducting the amount from the compensation that a recipient pays to the credit institution or, where applicable, to the owners of shares or other ownership instruments; 3° by deducting the amount from the proceeds resulting from the termination of the activities of the bridge institution or the asset management vehicle.

§ 2. [1] The claims of the resolution authority and the Resolution Fund with respect to the credit institution for costs incurred in the framework of the procedure for the resolution of a credit institution shall be privileged on all movable property of this credit institution.] 1

The privilege referred to in the first paragraph takes rank immediately after the privilege determined in Article 19, 1° of the Mortgage Act of 16 December 1851.

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(1)<W 2016-06-27/09, art. 24, 008; Inwerkingtreding : 16-07-2016>

Art.

273

§ 1. Every credit institution that is subject to the application of a resolution instrument or for which the resolution authority considers that the conditions for initiating a resolution procedure referred to in Article 244, § 1, are met, may only be declared bankrupt at the request or with the consent of the resolution authority.

§ 2. The registry of [1the competent insolvency court] 1 shall notify the resolution authority immediately of any application for the opening of insolvency proceedings regarding a credit institution.

A decision on such an application may only be made if the resolution authority has been notified in accordance with the first paragraph and if, within a period of seven days after this notification, the resolution authority [1the competent insolvency court] 1 has not reported that it is applying a resolution instrument to the relevant credit institution or considers that the credit institution meets the conditions for initiating a resolution procedure.

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(1)<W 2019-05-02/25, art. 42, 019; Inwerkingtreding : 31-05-2019>

Art.

273/1

[1 Without prejudice to a measure imposed under Article 280, § 1, 2°, the resolution authority may request the court before which the case is pending to grant a suspension for a period appropriate in light of the objectives pursued of a judicial measure or procedure in which a credit institution in resolution is a party or becomes a party, if this is necessary for the effective application of the resolution instruments and powers.] 1

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(1)<Ingevoegd bij W 2018-03-11/07, art. 250, 016; Inwerkingtreding : 26-03-2018>

Art.

274

The acts of disposition ordered by the resolution authority in the framework of a resolution measure cannot be declared unenforceable against creditors on the grounds of [1Articles XX.111, XX.112 or XX.114 of the Code of Economic Law] 1 or Article [25.243] 2 of the Civil Code.

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(1)<W 2019-05-02/25, art. 43, 019; Inwerkingtreding : 31-05-2019> (2)<W 2022-04-28/25, art. 55, 032; Inwerkingtreding : 01-01-2023>

Art.

275

<Opgeheven bij W 2019-05-02/25, art. 44, 019; Inwerkingtreding : 31-05-2019>

HOOFDSTUK VI.

• Resolution Powers

Afdeling I.

• General powers

Art.

276

§ 1. The resolution authority may require a credit institution, if necessary through on-site inspections, to provide all information that the resolution authority needs to decide on a resolution measure or to exercise its power to write down or convert capital instruments.

§ 2. Once the resolution authority decides that a credit institution meets the conditions for initiating a resolution procedure referred to in Article 244, § 1, it has the following resolution powers which it may exercise, in accordance with Article 255, § 3, second paragraph, separately or in combination with each other: 1° the power to take over control of the credit institution and exercise all rights and powers of the general meeting of shareholders and of the statutory administrative body of the credit institution, in accordance with Article 281; 2° the power to order the transfer of shares or other ownership instruments issued by the credit institution to an acquirer or a bridge institution, with its consent, in accordance with Article 256 or 260; 3° the power to order the transfer of all or part of the rights, assets and obligations of the credit institution to a recipient, with its consent, in accordance with Article 256, 260 or 265; 4° the power to order the transfer of all or part of the shares, other ownership instruments, assets, rights or obligations of the bridge institution to a third party, in accordance with Article 261; [1 4°/1 the power to reduce the principal or the outstanding amount owed with respect to [3bail-inable debts] 3 of a credit institution (to zero); 4°/2 the power to convert the [3bail-inable debts] 3 of a credit institution into shares or other ownership instruments of that credit institution, its parent undertaking or a bridge institution; 4°/3 the power to cancel debt instruments issued by a credit institution, unless they are secured obligations as referred to in Article 242, 10°, b); 4°/4 the power to change the maturity of the debt instruments and other [3bail-inable debts] 3 of a credit institution or the amount of interest payable under these debt instruments and [3bail-inable debts] 3 or the date on which the interest must be paid, including a temporary suspension of payment, unless they are secured obligations as referred to in Article 242, 10°, b); 4°/5 the power to [2financial contracts or] 2 derivatives contracts in accordance with Article 267/9 to settle or terminate;] 1 5° the power to reduce the nominal value of the shares or other ownership instruments of a credit institution or to reduce them to zero and to cancel these shares or other ownership instruments; 6° the power to require a credit institution or its parent undertaking to issue new shares, other ownership instruments or other capital instruments, including preference shares and conditional convertible instruments, in accordance with Articles 232, second paragraph, 10° and 254, § 1; 7° the power to dismiss or replace the members of the statutory administrative body and the effective management of the credit institution; and 8° [1the power to instruct the supervisor to assess the acquirer of a qualifying holding in the credit institution in a timely manner and in accordance with Article 259, § 1 and Article 267/7, § 4, where applicable deviating from the time limits established in Articles 47 and 48.] 1

---

(1)<KB 2015-12-18/19, art. 26, 003; Inwerkingtreding : 01-01-2016> (2)<W 2017-12-05/04, art. 66, 015; Inwerkingtreding : 28-12-2017> (3)<W 2021-07-11/08, art. 206, 027; Inwerkingtreding : 23-07-2021>

Afdeling II.

• Additional powers

Art.

277

Subject to the limitations determined in Chapter VII, the resolution authority, in the framework of the exercise of the resolution powers, has the power to: 1° take measures to free transferred shares, other ownership instruments, assets, rights or obligations from rights or securities; 2° cancel rights of shareholders or third parties to acquire shares or other ownership instruments issued by the credit institution; 3° [1instruct the relevant authority to withdraw or suspend the admission to trading on a regulated market or the official listing of financial instruments issued by a credit institution;] 1 [1 3°/1 instruct the relevant authority to admit newly issued financial instruments to trading on a regulated market or an official listing; 3°/2 instruct the relevant authority to readmit written-down financial instruments of a credit institution to trading on a regulated market or an official listing, without a prospectus having to be issued;] 1 4° take measures so that the recipient is treated as the credit institution for the exercise of its rights and obligations, including rights or obligations connected to participation in a market infrastructure; 5° require the credit institution or the recipient to provide the other party with information and assistance; 6° cancel or modify the terms of an agreement to which the credit institution is a party; 7° take all necessary and useful measures to ensure the continuity of agreements entered into by the credit institution in accordance with Article 270, and to allow the recipient to fully exercise the rights and obligations under the agreements and financial instruments connected to the activities transferred to him; and 8° order that the recipient replaces the credit institution as a party to the agreements and financial instruments connected to the activities transferred to him, and in any judicial proceedings concerning any transferred assets or liabilities, agreements or rights or obligations.

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(1)<W 2021-07-11/08, art. 207, 027; Inwerkingtreding : 23-07-2021>

Art.

278

The powers referred to in Article 277 shall not prejudice: 1° the right of an employee of the credit institution to terminate his employment contract; 2° subject to Article 280, § 1, the right of a party to an agreement to exercise rights under the agreement, including the right to terminate, due to an act or omission of the credit institution before the transfer or of the recipient after the transfer.

Afdeling III.

• Power to impose the provision of services and facilities

Art.

§ 1. Subject to the limitations set out in Chapter VII, the resolution authority may, in the exercise of its resolution powers, require the credit institution or a single entity of its group to provide the recipient with all services and operational facilities, excluding any form of financial assistance, necessary to enable it to effectively exercise the activities transferred to it. [1 The resolution authority is empowered to enforce the obligations imposed on entities established in Belgium by resolution authorities in other Member States in application of Article 65(1) of Directive 2014/59/EU.] 1 § 2. If the services and facilities referred to in paragraph 1 were provided to the credit institution under an agreement immediately before the resolution measure was taken, the credit institution shall provide these services and facilities under the same terms and for the duration of that agreement. Failing that, it shall provide them on reasonable terms. § 3. The resolution authority may specify the minimum list of services and operational facilities necessary to enable the recipient to exercise the activities transferred to it.

(1)<W 2018-03-11/07, art. 251, 016; Entry into force: 26-03-2018>

Section IV.

• Power to [1 suspend payment and delivery obligations]1, limit the enforceability of security rights and suspend termination rights

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(1)<W 2021-07-11/08, art. 208, 027; Entry into force: 23-07-2021>

Art.

§ 1. Subject to the limitations set out in Chapter VII, the resolution authority may, in the exercise of its resolution powers: 1° suspend any payment or delivery obligation under an agreement to which the credit institution is a party from the publication required by Article 295, 1° until midnight on the business day following that publication, provided that the payment or delivery obligations of the counterparties to the credit institution under the same agreement are also suspended for the same period; 2° limit the right of creditors of the credit institution to enforce their security for the duration determined in 1°; 3° suspend the termination rights of a party to an agreement with the credit institution or, under the conditions determined by the King, with a subsidiary of the credit institution, for the duration determined in 1° [1, provided that the essential obligations under the agreement, in particular payment and delivery obligations and the provision of collateral, continue to be complied with]1. § 2. [3 Suspensions under paragraph 1, 1°, do not apply to payment and delivery obligations to systems or system operators designated for the application of Directive 98/26/EC, to central counterparties authorized or recognized in accordance with Articles 14 and 25 of Regulation No. 648/2012, and to central banks.]3 § 3. [3 The power referred to in paragraph 1, 2°, may not be exercised with respect to a security right of systems or system operators designated for the application of Directive 98/26/EC, vis-à-vis central counterparties authorized or recognized in accordance with Articles 14 and 25 of Regulation No. 648/2012 and vis-à-vis central banks regarding assets provided as margin or collateral.]3 § 4. [3 Suspensions under paragraph 1, 3°, do not apply to the systems and entities referred to in paragraph 2.]3 [2 § 5. In the event of a suspension under paragraph 1, 3°, a termination right may be exercised before the end of the period determined in paragraph 1, 1° if the resolution authority has published a notice that the rights and obligations under the agreement are not being transferred to another entity, or that they are not subject to write-down or conversion under the internal bail-in instrument pursuant to Article 267/1, § 1, 1°. § 6. If the resolution authority exercises the power referred to in paragraph 1, 3° and has not published a notice as referred to in paragraph 5, the termination rights may be exercised after the expiry of the period referred to in paragraph 1, 1° as follows: 1° if the rights and obligations under the agreement have been transferred to another entity, a counterparty may only exercise termination rights if a ground for enforcement remains or arises subsequently on the part of the recipient; 2° if the rights and obligations under the agreement remain with the credit institution in resolution and the resolution authority has not applied the internal bail-in instrument to that contract in respect of that institution in accordance with Article 267/1, § 1, 1°, a counterparty may exercise termination rights upon the expiry of the suspension in accordance with the terms of that agreement.]2 [3 § 7. The resolution authority determines the scope of the power referred to in paragraph 1, 1°, taking into account the circumstances of each case. The resolution authority shall specifically carefully assess whether the extension of the suspension to eligible deposits, and in particular covered deposits, is appropriate. If the power to suspend payment or delivery obligations is exercised in respect of eligible deposits, and in particular covered deposits, the resolution authority shall ensure that depositors have access to an appropriate amount per day of these deposits.]3

(1)<W 2015-12-18/17, art. 27, 004; Entry into force: 08-01-2016> (2)<W 2016-06-27/09, art. 25, 008; Entry into force: 16-07-2016> (3)<W 2021-07-11/08, art. 209, 027; Entry into force: 23-07-2021>

Art.

280/1 . [1 § 1. Credit institutions and entities referred to in Article 424, 2° to 4°, shall include in every financial contract governed by the law of a third country a contractual provision stating that the financial contract may be subject to the exercise of powers by the resolution authority with a view to suspending or limiting rights and obligations under Articles 244/2 and 280, and acknowledge that they are bound by the requirements of Article 287. § 2. By decision taken on the advice of the resolution authority, the King may require EU parent undertakings to ensure that their subsidiaries in third countries include in the financial contracts referred to in paragraph 1 provisions excluding the exercise by the resolution authority of the power to suspend or limit rights and obligations of the EU parent undertaking in accordance with paragraph 1 as a valid ground for early termination, suspension, modification, set-off, exercise of rights to netting or enforcement of security rights in respect of those contracts. This decision shall also specify in respect of which subsidiaries in third countries this requirement applies. § 3. Paragraph 1 applies to every financial contract that: 1° creates a new obligation or materially changes an existing obligation after the entry into force of the Belgian law transposing Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019 amending Directive 2014/59/EU with regard to the loss absorption and recapitalisation capacity of credit institutions and investment firms and Directive 98/26/EC, and 2° provides for the exercise of one or more termination rights or rights to enforcement of security rights to which Article 244/2, 280 or 287 would apply if the financial contract were governed by Belgian law. § 4. If a credit institution or entity fails to include the contractual provision required under paragraph 1, this shall not prevent the resolution authority from applying the powers referred to in Articles 244/2, 280 or 287 in respect of that financial contract.]1

(1)<Inserted by W 2021-07-11/08, art. 210, 027; Entry into force: 23-07-2021>

Section V.

• Exercise of resolution powers

Art.

281 . § 1. In order to take one or more resolution measures, the resolution authority may exercise control over the credit institution enabling it to: 1° exercise all the powers of the general meeting of shareholders, the statutory governing body and the management of the credit institution; and 2° manage and dispose of the assets and property of the credit institution. § 2. The resolution authority may exercise the control referred to in paragraph 1 directly or indirectly through one or more persons appointed by it. Thus, the resolution authority may appoint a special manager to the credit institution, who shall have all the powers of the general meeting of shareholders, the statutory governing body and the management, and shall exercise those powers under the supervision of the resolution authority and within the limits it determines. The mandate of the special manager consists in taking the resolution measures necessary for the achievement of the resolution objectives set out in Article 243, and in implementing the decisions of the resolution authority. The term of office of the special manager may not exceed twelve months but may exceptionally be extended by the resolution authority. It may dismiss the special manager at any time. § 3. The resolution authority may take resolution measures either by administrative measure or by exercising control over the credit institution in accordance with paragraph 1. It chooses the method on a case-by-case basis, taking into account the resolution objectives and general resolution principles, the specific circumstances of the credit institution concerned and the need to facilitate effective resolution of cross-border groups.

Section VI.

• [1 Powers regarding assets, rights, obligations, shares and other ownership instruments located in third countries]1

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(1)<Inserted by W 2016-10-25/05, art. 46, 009; Entry into force: 01-12-2016>

Art.

281/1 . [1 § 1. When a resolution measure involves action taken in respect of assets located in a third country or in respect of shares, other ownership instruments, rights or obligations governed by the law of a third country, the resolution authority may require that: 1° the liquidator or other person exercising control over the credit institution in resolution and the recipient are required to take all necessary steps to ensure that the transfer, write-down, conversion or measure takes effect; 2° the liquidator or other person exercising control over the credit institution in resolution is required to hold the shares, other ownership instruments, assets or rights or to meet the obligations on behalf of the recipient until the transfer, write-down, conversion or measure takes effect; 3° the reasonable expenses incurred by the recipient in implementing a measure required under 1° and 2° are reimbursed in one of the ways referred to in Article 272. § 2. When the resolution authority finds that, despite all necessary measures taken by the liquidator or other person as referred to in paragraph 1, 1°, it is highly uncertain whether the transfer, conversion or measure regarding certain assets in a third country or certain shares, other ownership instruments, rights or obligations governed by the law of a third country will take effect, the resolution authority shall not proceed with the transfer, write-down, conversion or measure in question. If the resolution authority has already given an order for the transfer, write-down, conversion or measure, that order shall be null and void in respect of the relevant assets, shares, ownership instruments or obligations.]1

(1)<Inserted by W 2016-10-25/05, art. 46, 009; Entry into force: 01-12-2016>

CHAPTER VI/1.

• [1 Power to enforce measures taken by other Member States]1

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(1)<Inserted by W 2016-10-25/05, art. 47, 009; Entry into force: 01-12-2016>

Art.

281/2 .[1 § 1. Where a transfer of shares, other ownership instruments or assets, rights or obligations carried out in application of Directive 2014/59/EU by the resolution authority of another Member State involves assets located in Belgium or rights or obligations governed by Belgian law, that transfer shall have effect in Belgium or under Belgian law. § 2. The resolution authority shall provide the resolution authority of another Member State referred to in paragraph 1, which has carried out or intends to carry out the transfer, with all reasonable assistance to ensure that the shares or other ownership instruments or assets, rights or obligations are transferred to the recipient in accordance with all applicable requirements. § 3. Shareholders, creditors and third parties affected by the transfer of shares, other ownership instruments, assets, rights or obligations referred to in paragraph 1 shall not be entitled to prevent, challenge or annul the transfer, even if such a right is provided for by the law applicable to the shares, other ownership instruments, rights or obligations, without prejudice to the provisions of Chapter IX. § 4. Where the resolution authority of another Member State exercises write-down or conversion powers, including in respect of capital instruments in accordance with Article 59 of Directive 2014/59/EU, and the [2 bail-inable liabilities]2 or relevant capital instruments of the institution in resolution include instruments or obligations governed by Belgian law or obligations owed to creditors established in Belgium, the principal amount of those obligations or instruments shall be reduced or those obligations or instruments shall be converted on the basis of the exercise of the write-down or conversion powers by the resolution authority of the other Member State. § 5. Creditors affected by the exercise of write-down or conversion powers referred to in paragraph 4 shall not be entitled to challenge the reduction of the principal amount of the instrument or obligation or, as the case may be, its conversion, without prejudice to the provisions of Chapter IX. § 6. In the event of transfer of shares, other ownership instruments or assets, of rights or obligations involving assets located in another Member State or of rights or obligations governed by the law of another Member State, or in the event of exercise of write-down or conversion powers, in particular in respect of additional tier 1 capital instruments in application of Article 250, and when the [2 bail-inable liabilities]2 or relevant capital instruments of the institution are subject to a resolution procedure involving instruments or obligations governed by the law of another Member State or obligations owed to creditors established in another Member State, the following shall be determined by Belgian law: 1° the right of shareholders, creditors and third parties to challenge the transfer of shares, other ownership instruments, assets, rights or obligations referred to above by lodging an appeal under Article 305; 2° the right of creditors to challenge the reduction of the principal amount or the conversion of an instrument or obligation as referred to in paragraph 4 by lodging an appeal under Article 305; 3° the safeguards referred to in Chapter VII for the partial transfers of assets, rights or obligations referred to above.]1

(1)<Inserted by W 2016-10-25/05, art. 47, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 211, 027; Entry into force: 23-07-2021>

CHAPTER VII.

• Safeguard measures

Section I.

• [1 Protection of shareholders and creditors in partial transfers and application of the internal bail-in instrument]1

---

(1)<KB 2015-12-18/19, art. 27, 003; Entry into force: 01-01-2016>

Art.

282 .[1 § 1.]1 If the resolution measure involves only a partial transfer of the assets, rights and obligations of the credit institution, shareholders and creditors whose claims have not been transferred shall receive, in satisfaction of their equity or claims, at least as much as they would have received had the credit institution been liquidated immediately before the transfer in accordance with a liquidation procedure. [1 § 2. When the resolution authority applies the internal bail-in instrument, shareholders and creditors whose equity or claims have been written down or converted into shares or other ownership instruments shall not suffer greater losses than they would have suffered had the credit institution been liquidated immediately before the resolution authority's decision to apply the internal bail-in instrument in the context of a liquidation procedure.]1

(1)<KB 2015-12-18/19, art. 28, 003; Entry into force: 01-01-2016>

Art.

283 . § 1. To assess whether shareholders and creditors would have been better off had the credit institution been liquidated in the context of a liquidation procedure, the resolution authority shall have an independent expert carry out an assessment after the exercise of the relevant resolution measure. This assessment shall be separate from the assessment referred to in Chapter III. § 2. [1 The assessment referred to in paragraph 1 shall determine: 1° the treatment that shareholders and creditors, or the relevant deposit guarantee schemes, would have received had a liquidation procedure been opened in respect of the credit institution in resolution to which the resolution measures related at the time the decision referred to in Article 293 was taken; 2° the actual treatment received by shareholders and creditors in the resolution of the credit institution in resolution; and 3° whether there is a difference between the treatment referred to in 1° and the treatment referred to in 2°.]1 [1 § 3. The assessment shall: 1° assume that a liquidation procedure would have been opened against the credit institution in resolution to which the resolution measures related at the time the decision referred to in Article 293 was taken; 2° assume that the resolution measures had not taken place; 3° not take into account the provision of exceptional public financial support to the credit institution in resolution.]1

(1)<W 2018-03-11/07, art. 252, 016; Entry into force: 26-03-2018>

Art.

284 . If the assessment carried out in accordance with Article 283 shows that a shareholder or a creditor referred to in Article 282 or the Guarantee Fund has suffered greater losses than they would have suffered in a liquidation, they shall be entitled to payment of the difference by the resolution authority, charged to [1 the Resolution Fund]1. Detailed rules for this payment shall be established by the King, by decision discussed in the Council of Ministers.

(1)<W 2016-06-27/09, art. 26, 008; Entry into force: 16-07-2016>

Section II.

• Protection for security arrangements

Art.

285 . § 1. The resolution authority may not order the transfer of: 1° assets securing an obligation, unless that obligation and the benefit of the security are also transferred; 2° an obligation secured by security, unless the benefit of the security is also transferred; 3° the benefit of the security, unless the obligation secured by security is also transferred. § 2. The resolution authority may not order a modification or termination of a security agreement if that modification or termination results in the obligation no longer being secured. For the purposes of the first paragraph, "security agreement" shall mean any agreement under which a person has, by way of security, a present or future interest in the assets or rights to be transferred, regardless of whether that interest is secured by specific assets or rights, or by a pledge on a business or other floating security or similar arrangement. § 3. The protection referred to in the preceding paragraphs does not apply to the transfer, modification or termination of assets, rights and liabilities associated with covered deposits.

Section III.

• Protection for structured finance contracts, financial collateral arrangements and netting agreements

Art.

286 . § 1. The resolution authority may not order the partial transfer, modification or termination of: 1° assets, rights and obligations that form part of a structured finance arrangement or a component thereof to which the credit institution is a party, including covered bonds and securitisation; 2° rights and obligations under a transfer of title for security agreement, including a repurchase transaction (repo); 3° rights and obligations under a debt novation or bilateral or multilateral debt set-off agreement, including a netting agreement or a close-out netting agreement. § 2. The protection referred to in paragraph 1 does not apply to the transfer, modification or termination of assets, rights and obligations associated with covered deposits. § 3. [1 The provisions of Title VIII shall prevail over the provisions of the Act of 15 December 2004 concerning financial collateral arrangements and containing various fiscal provisions regarding security agreements and loans in respect of financial instruments.]1

(1)<W 2015-12-18/17, art. 28, 004; Entry into force: 08-01-2016>

Section IV.

• Exclusion of certain contractual rights

Art.

§ 1. As far as the essential obligations arising from the agreement, in particular the payment and delivery obligations and the provision of collateral, are further complied with, and without prejudice to paragraph 2, the application of the resolution tools, the exercise of the resolution powers [2, the suspension of an obligation under Article 244/2]2, or the taking of measures referred to in Articles 116, § 2, 232, second paragraph, 234, 235, 236 and 250 in connection with a credit institution, even under an agreement concluded by that credit institution, 1° may not be regarded as a default within the meaning of the aforementioned Act of 15 December 2004 or as an insolvency procedure within the meaning of the Act of 28 April 1999 implementing Directive 98/26/EC of 19 May 1998 on settlement finality in payment and securities settlement systems; 2° may not allow the invocation of the loss of time limits, nor the exercise of any right of termination, suspension or set-off, nor the realization of any security interest on the assets of the credit institution. The restrictions referred to in the first paragraph also apply to agreements concluded by subsidiaries of the credit institution, which contain obligations guaranteed or otherwise supported by the credit institution or by an entity of the same group as the credit institution, and to agreements concluded by an entity of the group containing "cross default" clauses. § 2. [2 A suspension or restriction under Article 244/2 or Article 280, § 1, 1° or 2° does not constitute a default for the purposes of paragraph 1 of this Article and Article 280, § 1, 3°, in particular within the meaning of the aforementioned Act of 15 December 2004.]2 § 3. The provisions of this Article are considered to be provisions of overriding mandatory law within the meaning of Article 9 of Regulation (EC) No 593/2008 of the European Parliament and of the Council.]1

( 1)<W 2015-12-18/17 , art. 29, 004; Inwerkingtreding : 08-01-2016> ( 2)<W 2021-07-11/08 , art. 212, 027; Inwerkingtreding : 23-07-2021>

Afdeling V.

• Protection of payment and settlement systems, central counterparties and central banks

Art.

288 . § 1. The resolution authority ensures that the exercise of resolution powers does not impair the functioning and regulation of payment and settlement systems. In particular, transfers, cancellations or modifications imposed by the resolution authority must not have the following consequences : 1° a transfer order is revoked in violation of Article 4 of the Act of 28 April 1999 implementing Directive 98/26/EC of 19 May 1998 on settlement finality in payment and securities settlement systems; 2° transfer orders and settlements are modified or rendered unenforceable in accordance with Articles 3 and 4 of the same Act; 3° the use of funds, securities or credit facilities in accordance with Article 3 of the same Act is prevented; 4° the collateral provided in accordance with Article 8 of the same Act is impaired. § 2. The resolution authority may not impose the following measures on payment and settlement systems or their operators, central counterparties or central banks : 1° the suspension of a payment or delivery obligation to be performed by a credit institution; 2° the suspension or restriction of the right to realize security interests that they have on the assets of a credit institution; or 3° the suspension of any right they have to terminate an agreement concluded with the credit institution or with a subsidiary thereof.

Afdeling VI.

• Protection of employees

Art.

289 . The exercise of a resolution power does not impair the right of an employee of the credit institution to terminate the employment contract linking him to that institution.

Art.

290 . For the purposes of Collective Labour Agreement No. 32bis concluded on 7 June 1985 in the National Labour Council, concerning the preservation of employees' rights in the event of a change of employer following the transfer of undertakings by agreement and regulating the rights of employees taken over in the event of takeover of assets after bankruptcy, the resolution measures are considered to be acts performed by the credit institution itself.

HOOFDSTUK VIII.

• Procedural requirements [1 and implementation of resolution measures]1

---

(1)<W 2019-05-02/25 , art. 45, 019; Inwerkingtreding : 31-05-2019>

Art.

291 . The statutory administrative body of a credit institution is obliged to report to the supervisor and the resolution authority if it considers that the credit institution is failing or is likely to fail within the meaning of Article 244, § 2.

Art.

291/1 .[1 When it is established that the conditions of Article 244, § 1, 1° and 2°, are met, but the condition of Article 244, § 1, 3° is not, the resolution authority, in derogation from Article XX.100 of the Code of Economic Law, brings the case before the insolvency court by summons of its own motion.]1

(1)<W 2021-07-11/08 , art. 213, 027; Inwerkingtreding : 23-07-2021>

Art.

292 .[3 If the supervisor or the resolution authority establishes that the conditions referred to in Article 244, § 1, 1° and 2°, are met for a credit institution, he or she shall immediately inform the following authorities of this:]3 1° [3 the resolution authority or the supervisor, as the case may be;]3 2° the competent authority [2 and the resolution authority]2 of each branch of the credit institution; 3° the Guarantee Fund [2 if this is necessary for the performance of the functions of the Guarantee Fund]2; [2 3°/1 the Resolution Fund if this is necessary for the performance of the functions of the Resolution Fund;]2 4° where appropriate, the group-level resolution authority; 5° the Minister of Finance; 6° if the credit institution is subject to consolidated supervision, the consolidating supervisor; and 7° the ESRB; [1 8° the European Commission, the European Central Bank, the European Securities and Markets Authority, the European Insurance and Occupational Pensions Authority and the European Banking Authority; 9° if the institution in resolution is an institution within the meaning of Article 2(b) of Directive 98/26/EC, the operators of the systems to which it participates.]1

(1)<W 2016-06-27/09 , art. 27, 008; Inwerkingtreding : 16-07-2016> (2)<W 2017-12-05/04 , art. 67, 015; Inwerkingtreding : 28-12-2017> (3)<W 2019-05-02/25 , art. 47, 019; Inwerkingtreding : 31-05-2019>

Art.

293 .The decision of the resolution authority determining that the conditions referred to in Article 244, § 1, are met for a credit institution, states the reasons for this decision [1 as well as the measure that the resolution authority intends to take, including, where appropriate, the appointment of a special manager]1.

(1)<W 2016-06-27/09 , art. 28, 008; Inwerkingtreding : 16-07-2016>

Art.

294 .§ 1. The resolution authority shall immediately inform the credit institution and the bodies referred to in Article 292 of any resolution measure taken by it. [1 This notification includes a copy of each measure or of each instrument by means of which the relevant powers are exercised and states the date from which each resolution measure takes effect.]1

(1)<W 2016-06-27/09 , art. 29, 008; Inwerkingtreding : 16-07-2016>

Art.

295 .Every resolution measure shall be immediately published [3 ...]3: 1° on the website of the resolution authority; 2° on the website of the credit institution; 3° [1 if the shares or other ownership or debt instruments of the credit institution are admitted to trading on a regulated market, on the website of the FSMA; and]1 4° by extract, stating the activities transferred and the effective date of transfer, in the Annexes to the Belgian State Gazette, according to the detailed rules determined by the King. [2 If the shares or other ownership or debt instruments of the credit institution are not admitted to trading on a regulated market, the resolution authority ensures that the documents serving as proof of the resolution measure are sent to the shareholders and creditors of the credit institution in resolution who are known pursuant to the registers or databases of the credit institution in resolution available to the resolution authority.]2

(1)<W 2015-12-18/17 , art. 30, 004; Inwerkingtreding : 08-01-2016> (2)<W 2016-06-27/09 , art. 30, 008; Inwerkingtreding : 16-07-2016> (3)<W 2021-07-11/08 , art. 214, 027; Inwerkingtreding : 23-07-2021>

Art.

295/1 .[1 § 1. [2 The resolution measures and dispositive decisions of the resolution authority take effect by operation of law and apply to the credit institution in resolution as well as to the affected creditors and shareholders on the date determined by the resolution authority, and are enforceable against third parties under the conditions determined in Article 2:18 of the Code of Companies and Associations. These measures and decisions take effect notwithstanding any contrary provision of, in particular, but not exclusively, the Code of Companies and Associations. This legal effect also covers the accessories of the transferred claims and the security interests or personal guarantees securing them.]2 § 2. The dispositive decisions of the resolution authority are deemed to be deeds of transfer of ownership of the shares, other ownership instruments, assets, rights or obligations that are the subject of the dispositive decision, subject to the required approvals from authorities and all other suspensive conditions to which the dispositive decision is subject. § 3. The resolution authority ensures that a notice is published in the Belgian State Gazette confirming that the suspensive conditions referred to in the preceding paragraph have been fulfilled.]1

(1)<Ingevoegd bij W 2019-05-02/25 , art. 48, 019; Inwerkingtreding : 31-05-2019> (2)<W 2021-06-27/09 , art. 166, 026; Inwerkingtreding : 19-07-2021>

HOOFDSTUK IX.

• Judicial review

Afdeling I.

<Opgeheven bij W 2021-07-11/08 , art. 215, 027; Inwerkingtreding : 23-07-2021>

Art.

296 . <Opgeheven bij W 2021-07-11/08 , art. 215, 027; Inwerkingtreding : 23-07-2021>

Art.

297 . <Opgeheven bij W 2021-07-11/08 , art. 215, 027; Inwerkingtreding : 23-07-2021>

Art.

298 . <Opgeheven bij W 2021-07-11/08 , art. 215, 027; Inwerkingtreding : 23-07-2021>

Art.

299 . <Opgeheven bij W 2021-07-11/08 , art. 215, 027; Inwerkingtreding : 23-07-2021>

Art.

300 . <Opgeheven bij W 2021-07-11/08 , art. 215, 027; Inwerkingtreding : 23-07-2021>

Art.

301 . <Opgeheven bij W 2021-07-11/08 , art. 215, 027; Inwerkingtreding : 23-07-2021>

Art.

302 . <Opgeheven bij W 2021-07-11/08 , art. 215, 027; Inwerkingtreding : 23-07-2021>

Art.

303 . <Opgeheven bij W 2021-07-11/08 , art. 215, 027; Inwerkingtreding : 23-07-2021>

Art.

304 . <Opgeheven bij W 2021-07-11/08 , art. 215, 027; Inwerkingtreding : 23-07-2021>

Afdeling II.

• Appeal

Art.

305 . An appeal may be lodged with the Court of Appeal against any dispositive decision or resolution measure in accordance with the provisions of this Section.

Art.

306 .§ 1. [1 The request must, under penalty of forfeiture, be submitted within a period of two months from the publication of the extract referred to in Article 295, 4°, in the Annexes to the Belgian State Gazette.]1 § 2. The submission of the request does not affect the executive nature of the measure referred to in Article 305. The Court of Appeal may only decide to suspend the effects of that measure if the applicant demonstrates that such suspension is in the general interest.

(1)<W 2021-07-11/08 , art. 216, 027; Inwerkingtreding : 23-07-2021>

Art.

307 .The request concerns the conformity of the measure referred to in Article 305 with the law and, where appropriate, the adequacy of the compensatory amount of the category of the affected owners and of the keys for distribution among them. If the request concerns the adequacy of a compensatory amount, the Court of Appeal relies on the valuations in accordance with Chapter III and Article 283 [1 ...]1. [1 The Court of Appeal takes into account the actual situation of the credit institution at the time the dispositive decision or resolution measure was taken, in particular the financial position as it was or would have been if the exceptional state aid or the urgent liquidity advances by the central banks that it has received directly or indirectly had not been granted.]1

(1)<W 2021-07-11/08 , art. 217, 027; Inwerkingtreding : 23-07-2021>

Art.

308 . The judgment of the Court of Appeal does not affect the validity of the measure referred to in Article 305, including the transfer of ownership of the shares, other ownership instruments, assets, rights or obligations that are the subject of the dispositive decision.

Art.

309 . The petition is otherwise governed by the Judicial Code.

Art.

310 . All disputes arising from the measures referred to in Article 305 or the liability referred to in Article 12ter, § 3 of the Act of 22 February 1998 fall under the exclusive jurisdiction of the Belgian courts.

HOOFDSTUK X.

• Resolution of cross-border groups

Art.

311 . By a decision discussed in the Council of Ministers, taken on the advice of the resolution authority, the King may take all useful measures to regulate : 1° the application of the provisions of this Title to credit institutions that are part of cross-border groups; 2° the implementation in Belgium of prevention, recovery and resolution measures taken by the competent authorities of other Member States or third countries; 3° the application of resolution measures to goods located outside Belgium, and to agreements and financial instruments governed by foreign law; 4° the relevant exchanges with the competent authorities of other Member States and third countries. The powers granted to the King in the first paragraph expire on 31 December 2015. Decisions taken under this Article may amend, supplement, replace or repeal existing legal provisions. These decisions are automatically repealed if they are not ratified by law within twelve months following their publication in the Belgian State Gazette.

BOEK III.

• CREDIT INSTITUTIONS UNDER FOREIGN LAW

TITEL I.

• Branches and activities in the framework of the free provision of services in Belgium by credit institutions subject to the law of another Member State

HOOFDSTUK I.

• Access to the business in Belgium

Art.

312 .§ 1. Credit institutions subject to the law of another Member State and which, under their national law, may carry out activities in their home state that appear on the list of Article 4, may commence these activities by establishing a branch as soon as the supervisor has notified them by registered letter or letter with acknowledgment of receipt of their registration as a branch of a credit institution of a Member State. This notification takes place at the latest two months after the competent authority of the home Member State of the institution has communicated the information file required under European law. If the institution does not receive notification within the set period, it may nevertheless open the branch and commence the aforementioned activities, provided it informs the supervisor thereof. § 2. [5 The Bank draws up the list of branches registered in accordance with paragraph 1, distinguishing between the categories referred to in point 1° and in point 2°, of Article 1, § 3, first paragraph. This list and all amendments thereto are published on its website.]5 § 3. [2 The Bank informs the FSMA of the elements in the information file that are relevant for the supervision of compliance with the conduct rules referred to in Article 2, 46°, of the Act of 25 October 2016.]2 § 4. The credit institution must notify the supervisor of any change it intends to make to the information included in the information file referred to in paragraph 1, second paragraph, at least one month before making this change. [1 § 5. When a credit institution subject to the law of another Member State wishes to rely on affiliated agents established in Belgium to provide investment services and/or activities as well as ancillary services, paragraphs 1, 2 and 4 apply mutatis mutandis. [3 For the purposes of Articles 315, 316, 317, 320, 321, 326 and 329, these affiliated agents are equated with a branch of the credit institution, provided that when the credit institution has a branch in Belgium, the affiliated agents established in Belgium on which it wishes to rely are equated with this branch for the purposes of Article 326]3. [2 The Bank informs the FSMA of the elements that are relevant for the supervision of compliance with the conduct rules referred to in Article 2, 46°, of the Act of 25 October 2016 and of the rules regarding affiliated agents.]2 ] 1

(1)<W 2016-10-25/05 , art. 48, 009; Inwerkingtreding : 03-01-2017> (2)<W 2017-11-21/08 , art. 176, 014; Inwerkingtreding : 03-01-2018> (3)<W 2018-07-30/10 , art. 92, 017; Inwerkingtreding : 20-08-2018> (4)<W 2019-05-02/25 , art. 49, 019; Inwerkingtreding : 31-05-2019> (5)<W 2021-07-11/08 , art. 218, 027; Inwerkingtreding : 06-10-2022>

Art.

313 .§ 1. Credit institutions subject to the law of another Member State and which, under their national law, may carry out activities in their home state that appear on the list of Article 4, may commence these activities in Belgium in the framework of the free provision of services as soon as the supervisor has informed the institutions concerned that he has received the notification from the competent authority of the home Member State of these institutions, stating the activities referred to in the list of Article 4 that these institutions wish to carry out in Belgium. Within three working days of receiving the notification, the supervisor informs the institution concerned thereof. In the absence of notification within this period, the institution may commence the intended activities, after having informed the supervisor thereof. § 2. [4 The Bank publishes on its website the list of institutions referred to in this Article, distinguishing between the categories referred to in point 1° and in point 2°, of Article 1, § 3, first paragraph, as well as the amendments made thereto.]4 [1 § 3. When a credit institution subject to the law of another Member State wishes to provide investment services or activities as well as ancillary services in Belgium using affiliated agents established in that other Member State, paragraph 1 applies mutatis mutandis. The Bank publishes on its website the identity details of the affiliated agents on which the credit institution intends to rely.]1

(1)<W 2016-10-25/05 , art. 49, 009; Inwerkingtreding : 03-01-2017> (2)<W 2018-07-30/10 , art. 93, 017; Inwerkingtreding : 20-08-2018> (3)<W 2019-05-02/25 , art. 50, 019; Inwerkingtreding : 31-05-2019> (4)<W 2021-07-11/08 , art. 219, 027; Inwerkingtreding : 06-10-2022>

Art.

314 . The credit institutions referred to in Articles 312 and 313 must, when carrying out their business in Belgium, in addition to their name, state their home state and, in the case referred to in Article 313, their registered office.

HOOFDSTUK II.

• Business operations

Art.

315 .§ 1. The provisions of this Title do not impair the compliance, when carrying out the activities listed in Article 4, with the statutory and regulatory provisions applicable in Belgium to credit institutions and their transactions, for reasons of general interest. The Bank informs the credit institutions referred to in Article 312 of which provisions are, to its knowledge, of general interest. It obtains the advice of the FSMA for this purpose. The provisions of this Title do not impair compliance with the statutory and regulatory provisions applicable in Belgium to activities other than those listed in Article 4. § 2. [2 Article 64 applies to the branches referred to in Article 312.]2

(1)<KB 2014-04-25/08 , art. 404, 1°, 002; Inwerkingtreding : onbepaald , treedt in werking op de datum van inwerkingtreding van de artikelen 40, 41, 43, 49, 50 en 51 van Richtlijn 2013/36/EU overeenkomstig artikel 151 van die richtlijn> (2)<W 2017-11-21/08 , art. 177, 014; Inwerkingtreding : 03-01-2018>

Art.

316 .[1 The managers of the branches referred to in Article 312 report to the Bank and the approved auditor or audit firm at least every two years on compliance with Article 315 and on the appropriate measures taken. Managers of significant branches report on the matters referred to in the first paragraph at least once a year.]1

(1)<W 2025-03-25/05 , art. 78, 035; Inwerkingtreding : 08-05-2025>

HOOFDSTUK III.

• Periodic information provision and accounting rules

Art.

317 . The credit institutions referred to in Article 312 provide the supervisor, in the form and frequency determined by him, with periodic reports on the transactions carried out in Belgium by their branches established there. The provisions of Article 106, § 2 apply mutatis mutandis. These reports may only be used for statistical purposes or to allow the supervisor to carry out his supervisory tasks as referred to in this Title. The supervisor may in particular request information from the credit institutions referred to in the first paragraph to assess whether their branch established in Belgium is significant within the meaning of Article 322.

Art.

318. The Governor determines, after consulting the Bank, the rules according to which the branches referred to in Article 312 shall: 1° maintain their accounting and perform inventory valuations; 2° prepare their annual accounts; 3° publish the annual accounting data related to their activities.

CHAPTER IV.

• Supervision of branches

Section I.

• The supervisor in its capacity as the host Member State authority

Art. 319. The branches referred to in Article 312 are subject to the supervisor's oversight regarding compliance with Articles 315, 317, and 318, insofar as the aspects covered by these provisions fall within the supervisor's competence. [1 Articles 134 to 136, 136/2, and 139 apply mutatis mutandis.] 1

(1)<W 2017-11-21/08, art. 178, 014; Entry into force: 03-01-2018>

Art. 320. In order to supervise the activities of institutions subject to the supervision of another Member State and operating in Belgium or in other Member States, in particular through a branch, the supervisor shall cooperate closely with the competent authorities of the other concerned Member States. To that end, the supervisor shall provide, to the extent that it has such information, all data concerning the management and ownership of the institutions concerned that may facilitate the supervision of those institutions and the examination of the conditions for granting authorization to those institutions, as well as all data that may facilitate the monitoring of these institutions, in particular in the areas of liquidity, solvency, deposit guarantee, limitation of large exposures, other factors that may influence the systemic risk formed by the institution, administrative and accounting organization, and internal control mechanisms.

Art. 321. In its capacity as the competent authority of the host Member State, the supervisor may request the competent authority of the home Member State to inform and explain how the information and findings communicated pursuant to Article 320 were taken into account. If, after the communication of the information and findings, the supervisor remains of the opinion that the competent authority of the home Member State has not taken appropriate measures, it may, after informing the European Banking Authority and the competent authority of the home Member State, and without prejudice to the possibility for the latter to refer the matter to the European Banking Authority pursuant to Article 19 of Regulation No. 1093/2010, take appropriate measures to prevent further infringements in order to protect the interests of depositors, investors, and other persons for whom services are provided, or to safeguard the stability of the financial system.

Section II.

• Significant branches

Art. 322. § 1. The supervisor may request either the consolidating supervisor or the competent authority of the home Member State to designate a branch located in Belgium as significant within the meaning of Article 51 of Directive 2013/36/EU. The request shall state the reasons why the branch should be designated as significant, in particular: a) whether the branch's market share in deposits in Belgium exceeds 2%; b) the likely consequences of a suspension or termination of the institution's activities for the liquidity of the system and the payment, clearing, and settlement systems in Belgium; c) the size and importance of the branch, in terms of the number of clients, within the Belgian banking or financial system. § 2. If no joint decision is taken within two months after receipt of a request as referred to in paragraph 1, the supervisor shall decide within an additional period of two months whether the branch located in Belgium is significant. In making this decision, the supervisor shall take into account the views and reservations of the consolidating supervisor or of the competent authority of the home Member State. The decision referred to in the first paragraph shall be made in writing with full reasons and sent to the competent authorities concerned.

Art. 323. If the competent authority of the home Member State has not consulted the supervisor, in its capacity as the competent authority of the host Member State, regarding operational measures relating to liquidity recovery plans, or if the supervisor, after such consultation, remains of the opinion that the required operational measures are not adequate, the supervisor may refer the matter to the European Banking Authority and request its assistance pursuant to Article 19 of Regulation No. 1093/2010.

Section III.

• On-site inspections

Art. 324. After notifying the supervisor, the competent authority of the home Member State may, where appropriate, with the assistance of persons authorized by it, carry out on-site inspections and checks at the branches referred to in Article 312, for the purpose of collecting or verifying information concerning the management and direction of the branch, as well as all information that may facilitate the supervision of the credit institution, in particular in the areas of liquidity, solvency, deposit guarantee, limitation of large exposures, administrative and accounting organization, and internal control mechanisms. At the request of the competent authority of the home Member State of the credit institution, the supervisor may, as a form of assistance to that authority, carry out inspections at these branches, which may relate to both the aspects referred to in the first paragraph and those referred to in Article 319. The costs for these inspections and checks shall be borne by the authority that requests them.

Art. 325. [1 After consulting the competent authority of the home Member State, the supervisor may, on a case-by-case basis, carry out on-site inspections and checks regarding the activities of the branches referred to in Article 312 and, for supervisory purposes, request information from the branches about their activities, if it considers this relevant for reasons of stability of the Belgian financial system. After these inspections and checks, the supervisor shall inform the competent authority of the home Member State of the information and findings obtained that are relevant for the assessment of the institution's risks or for the stability of the Belgian financial system.] 1

(1)<KB 2014-04-25/08, art. 403, 002; Entry into force: indefinite, enters into force on the date of entry into force of Articles 40, 41, 43, 49, 50, and 51 of Directive 2013/36/EU pursuant to Article 151 of that directive>

Art. 326. § 1. The managers of the branches referred to in Article 312 shall appoint one or more approved auditors or approved audit firms for a renewable term of three years. Articles 223 and 224, first to fourth paragraphs, apply to these auditors and firms. Before dismissing an approved auditor or an approved audit firm from its mandate, the opinion of the supervisor must be obtained. § 2. The approved auditors or audit firms appointed pursuant to paragraph 1 shall cooperate with the supervisor's oversight, under their own and exclusive responsibility and in accordance with this paragraph, according to professional standards and the supervisor's guidelines. To that end: 1° they assess the internal control measures taken by the branches to comply with the laws, decrees, and regulations applicable to the branches under Article 315, and communicate their findings to the supervisor; 2° they report to the supervisor on: a) the results of the limited review of the periodic statements that the branches referred to in Article 312 submit to the supervisor at the end of the first half-year, confirming that they are not aware of any facts that would indicate that the periodic statements as of the end of the half-year were not prepared in all material respects in accordance with the supervisor's applicable guidelines. Furthermore, they confirm that the periodic statements as of the end of the half-year, regarding accounting data, are in all material respects consistent with the accounting and inventories, in terms of completeness, meaning that they contain all data from the accounting and inventories on the basis of which the periodic statements are prepared, and accuracy, meaning that they exactly correspond to the data from the accounting and inventories on the basis of which the periodic statements are prepared; and they confirm that they are not aware of any facts that would indicate that the periodic statements as of the end of the half-year were not prepared using the booking and valuation rules for the preparation of the annual accounts regarding the last financial year; the supervisor may further specify the periodic statements referred to here; b) the results of the audit of the periodic statements that the branches referred to in Article 312 submit to the supervisor at the end of the financial year, confirming that the periodic statements were prepared in all material respects in accordance with the supervisor's applicable guidelines. Furthermore, they confirm that the periodic statements as of the end of the financial year, regarding accounting data, are in all material respects consistent with the accounting and inventories, in terms of completeness, meaning that they contain all data from the accounting and inventories on the basis of which the periodic statements are prepared, and accuracy, meaning that they correctly represent the data from the accounting and inventories on the basis of which the periodic statements are prepared; and they confirm that the periodic statements as of the end of the financial year were prepared using the booking and valuation rules for the preparation of the annual accounts; the supervisor may further specify the periodic statements referred to here. They may be instructed by the supervisor, with or without a request from the European Central Bank in its capacity as monetary authority, to confirm the data that the branches must provide to these authorities, in particular pursuant to Article 317; 3° they submit a special report to the supervisor, at its request, on the organization, activities, and financial structure of the branches regarding matters for which the supervisor is competent; 4° they report to the supervisor on their own initiative, regarding aspects for which the supervisor is competent and in the context of cooperation with the competent authority of the home Member State, as soon as they become aware of: a) decisions, facts, or developments that may significantly affect the branch's financial position or its administrative and accounting organization or internal control; b) decisions or facts that may indicate a violation of the provisions of this Act and the decrees and regulations adopted to implement it, or other laws and regulations applicable to their business in Belgium, insofar as the matters referred to in these provisions fall within the supervisor's competence; 5° they report to the Bank, at its request, when another Belgian authority brings to its attention that a law of general interest applicable to the branch has been violated; [2 6° they annually submit a declaration to the supervisor indicating whether or not they have identified special mechanisms within the meaning of Article 21, § 1/1.] 2 No civil, criminal, or disciplinary actions may be brought against approved auditors who have provided information in good faith as referred to in the first paragraph, 4°, nor may professional sanctions be imposed. They shall communicate to the managers of the branch the reports they address to the supervisor pursuant to the first paragraph, 3°. The confidentiality obligation as regulated by Article 35 of the Act of 22 February 1998 applies to this communication. They shall provide the supervisor with a copy of the communications they address to these managers regarding aspects for which the supervisor has supervisory competence. In branches where a works council has been established pursuant to the Act of 20 September 1948 on the organization of enterprises, the approved auditors and audit firms shall perform the tasks referred to in Article 15bis of that Act. [2 ...] 2 At the request and at the expense of the competent authority of the home Member State of the branch, they may, as a form of assistance and after prior notification to the supervisor, exercise supervision in this branch regarding the aspects referred to in Articles 319 and 320, second paragraph. § 3. The approved auditors or approved audit firms certify the annual accounting data made public pursuant to Article 318, 3°. [1 § 4. This Article does not apply to the branches of credit institutions referred to in Article 312 that belong to the category referred to in 2°, of Article 1, § 3, first paragraph, when they are not allowed to receive funds and/or financial instruments from clients.] 1

(1)<W 2021-07-11/08, art. 220, 027; Entry into force: 06-10-2022> (2)<W 2022-07-20/40, art. 347, 031; Entry into force: 06-10-2022>

CHAPTER V.

• Exceptional measures

Art. 327. § 1. In the context of the cooperation referred to in Article 320, first paragraph, the supervisor shall also inform the competent authority of the home Member State if it becomes aware that the credit institution having a branch in Belgium or operating there in the framework of the free provision of services does not comply with the provisions of the national law of the home Member State that transpose Directive 2013/36/EU or Regulation No. 575/2013, or is no longer likely to comply. § 2. If the supervisor is of the opinion that the competent authority of the home Member State has not taken measures to remedy the irregular situation or the risk of an irregular situation referred to in paragraph 1, it may refer the matter to the European Banking Authority pursuant to Article 19 of Regulation No. 1093/2010 and request its assistance.

Art. 328. § 1. Before applying the procedure referred to in Article 327, the supervisor may, in emergency situations, pending measures by the competent authorities of the home Member State or remedial measures by the administrative or judicial authorities of that Member State, and without prejudice to the possibility for the concerned authorities to refer the matter to the European Banking Authority pursuant to Article 19 of Regulation No. 1093/2010, take all precautionary measures necessary to provide protection against financial instability that would pose a serious threat to the collective interests of depositors, investors, and clients in Belgium. These measures may consist of the measures referred to in Article 236, § 1, 1°, 2°, 4°, and §§ 2 and 3. § 2. The supervisor shall terminate the measures referred to in paragraph 1 as soon as they no longer appear justified. Furthermore, these measures shall cease to have legal effect when the remedial measures established by the administrative or judicial authorities of the home Member State take legal effect in the home Member State. § 3. The European Commission, the European Banking Authority, and the other concerned competent authorities shall be informed of the measures taken pursuant to paragraph 1.

Art. 329. § 1. Without prejudice to Article 327, when the supervisor, on the basis of information from the FSMA, has clear and demonstrable reasons to believe that a credit institution operating in Belgium through the free provision of services, or a credit institution with a branch in Belgium, is violating the obligations arising from the [2 provisions established pursuant to Directive 2014/65/EU [3 , Regulation No. 600/2014, and Regulation 2017/565] 3 ]2 , without granting competences to the supervisor or the FSMA, it shall inform the competent authority of the home Member State of these findings. If the credit institution, despite measures taken by the home Member State, or because these measures are insufficient, continues to act in a manner that clearly harms the interests of investors in Belgium or the orderly functioning of the markets, the supervisor may, where appropriate and at the request of the FSMA, after informing the competent authority of the home Member State, take or have measures taken to protect investors and the good functioning of the markets. Regarding branches, this concerns in particular the measures referred to in Article 236, § 1, 1°, 2°, 4°, and §§ 2 and 3 of the Act; regarding credit institutions operating through the provision of services, this concerns in particular the measures referred to in Article 236, § 1, 4°, and §§ 2 and 3. [2 The European Commission and the European Securities and Markets Authority shall be immediately informed of these measures] 2 . [2 In the case referred to in the second paragraph, the supervisor may refer the matter to the European Securities and Markets Authority and request its assistance pursuant to Article 19 of Regulation No. 1095/2010.] 2 § 2. Without prejudice to Article 327, when the supervisor finds that a credit institution subject to the supervision of another Member State and operating in Belgium through a branch or through the provision of services does not comply with the legal and regulatory provisions applicable in Belgium that fall within the supervisor's competence, [4 or if the Bank is aware of a special mechanism within the meaning of Article 21, § 1/1,] 4 it shall urge the credit institution to remedy the established situation within the time limit it determines. When the FSMA finds that a credit institution subject to the supervision of another Member State and operating in Belgium through a branch or through the provision of services does not comply with the legal and regulatory provisions applicable in Belgium that fall within the FSMA's competence, it shall urge the credit institution to remedy the established situation within the time limit it determines. [2 ...] 2 . § 3. When the infringements of a branch referred to in paragraph 2 persist, the supervisor may, where appropriate and at the request of the FSMA, after informing the competent authority of the home Member State of this, take or have appropriate measures taken, in particular the measures provided for in Article 236, § 1, 1°, 2°, and 4°. In that case, Article 236, §§ 2 to 6 shall apply. When the infringements of a credit institution operating through the provision of services referred to in paragraph 2 persist, the supervisor may, where appropriate and at the request of the FSMA, after informing the competent authority referred to in paragraph 2 of this, prohibit this institution from carrying out new activities in Belgium. It may limit the duration of this prohibition and lift it, where appropriate, on the basis of Article 236, § 1, 4°, and §§ 2 and 3. This paragraph shall also apply in the cases referred to in Article 236, § 5. [2 If the infringements of a credit institution referred to in the first and second paragraphs of paragraph 2 persist despite these measures, the supervisor shall, where appropriate and at the request of the FSMA, after informing the competent authorities of the home Member State of this, take the necessary measures to protect depositors, investors, and other clients and the good functioning of the markets.] 2 § 4. The supervisor shall inform the European Commission [2 and the European Securities and Markets Authority] 2 , at the frequency determined by [2 the former] 2 , of the number and type of measures taken pursuant to paragraph 3. § 5. The supervisor may, at the request of the competent authority, apply paragraphs 2 and 3 to a credit institution referred to in Article 312 or 313, when it has performed acts in Belgium that are contrary to legal or regulatory provisions that, for reasons of general interest, apply in areas other than [1 referred to in Article 317] 1 . § 6. [1 ...] 1 § [1 6] 1 . (formerly § 7) The Bank shall inform the FSMA of the [1 measures taken pursuant to paragraphs 2 to 5] 1 . The FSMA shall inform the supervisor of the measures taken pursuant to Article 36 of the Act of 2 August 2002 regarding the branches.

(1)<KB 2014-04-25/08, art. 404, 2°, 3°, and 4°, 002; Entry into force: indefinite, enters into force on the date of entry into force of Articles 40, 41, 43, 49, 50, and 51 of Directive 2013/36/EU pursuant to Article 151 of that directive> (2)<W 2016-10-25/05, art. 50, 009; Entry into force: 01-12-2016> (3)<W 2017-11-21/08, art. 179, 014; Entry into force: 03-01-2018> (4)<W 2021-06-02/03, art. 24, 025; Entry into force: 28-06-2021>

Art. 330. Upon the withdrawal or revocation of the authorization of a credit institution by the competent authority of its home Member State, the supervisor, after notifying this authority, shall order the closure of the branch that this institution has established in Belgium. It may appoint an interim manager who shall safeguard the funds of the branch pending a ruling on their destination and who is authorized to take all precautionary measures in the interest of creditors.

CHAPTER VI.

• Situations where activities in Belgium are carried out by an institution subject to the supervision of a participating Member State

Art.

331 . § 1. For matters entrusted to the European Central Bank pursuant to Article 4 of the SSM Regulation, in cases where a credit institution resident in a participating Member State wishes to establish a branch or commence activities in Belgium under the freedom to provide services, the provisions regarding procedures between competent authorities and the powers associated therewith shall not apply. § 2. Regarding the supervision of a branch or activities exercised in Belgium under the freedom to provide services in the cases referred to in paragraph 1, the provisions concerning cooperation and information exchange between competent authorities, as well as Article 330, shall not apply, when the European Central Bank is the sole competent authority involved. § 3. Likewise, if the European Central Bank is the competent authority for a credit institution resident in a participating Member State that has a branch in Belgium, it shall not carry out an assessment of that branch with a view to designating it as a significant branch within the meaning of Article 322 of this Act.

CHAPTER VII.

• Specialized subsidiaries of credit institutions resident in another Member State

Art.

332 . Financial institutions resident in another Member State that, with respect to credit institutions resident in that Member State and in the opinion of the competent authorities of that State, meet the conditions corresponding to those referred to in Article 92, first paragraph, as determined in the national law of the Member State concerned, may request the application of Chapters I to V of this Title.

TITLE II.

• Branches in Belgium of credit institutions from third countries

CHAPTER I.

• Access to business in Belgium

Art.

333 .§ 1. Before opening a branch to exercise their activities in Belgium, credit institutions resident in a third country and to whom a license has been granted in that third country in that capacity must obtain a license from the Bank. In this regard, the following articles apply: 1° Articles 8, 9, 12, 13 and 15, with the understanding that

• the Bank has exclusive competence to rule on the license application,
• the reference to Article 9 applies to the credit institution under which the branch resides,
• the credit institutions in their country of origin must have obtained permission to exercise the activities included in their program of activities; 2° Article 14, first paragraph, with the understanding that the branches referred to in this Title are listed in a special category of the list; 3° Article 16, with the understanding that Article 16 applies to the credit institution under which the branch resides. However, a license may be granted to branches of institutions with legal personality that are not [companies]; 4° Article 17, first and second paragraphs, where the share capital is replaced by a endowment the amount of which the Bank, by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, may determine, as well as the components and conditions for the corresponding assets, notably from the perspective of their location in Belgium; 5° [Articles 18 to 22, 36, 41 and 42/1, with the understanding that the reference to Article 18 applies to the credit institution under which the branch resides and the reference to Articles 19 to 22, 36, 41 and 42/1 applies to the branch in Belgium;] 6° [Article 44, insofar as the credit institution cannot demonstrate that the obligations of its Belgian branch are covered at least to the same extent by a deposit guarantee scheme and/or an investor compensation scheme of its country of origin as by the Belgian deposit guarantee scheme and/or the Belgian investor compensation scheme, with regard to the covered assets and the determined coverage level;] [7° Article 59, with the understanding that the leaders of the branch are considered as the management board.] § 2. Without prejudice to paragraph 1, a license may only be granted to a branch of a credit institution resident in a third country if the following conditions are met: 1° the credit institution is subject in its country of origin to prudential supervision equivalent to the prudential supervision governed by Directive 2013/36/EU and Regulation No. 575/2013; 2° the Bank has signed a cooperation agreement with the competent authority of a third country for the exchange of information to be able to exercise effective supervision over the activities of the Belgian branch. The Bank may derogate from this condition if it considers in a concrete case that this does not significantly improve its knowledge of the credit institution and of the group to which it belongs with regard to its organization and the risks arising from its activities, in particular the risks with regard to the creditors of the Belgian branch, notably its depositors; [3° the legislation and practices of the competent authority of a third country that granted the license to the credit institution in its third country of origin are in compliance with the International standards to combat money laundering and the financing of terrorism and proliferation of the Financial Action Task Force (FATF).] [4° the third country of origin where the credit institution is established has concluded an agreement with Belgium that meets the standards of Article 26 of the OECD Model Tax Convention on Income and on Capital regarding double taxation, which ensures effective information exchange regarding tax matters, including any multilateral agreement that meets the aforementioned Article 26.] § 3. Without prejudice to the international agreements binding Belgium, the Bank may refuse a license to the branch of a credit institution resident in a third country that does not offer the same access possibilities to its market to credit institutions under Belgian law. § 4. The Bank may refuse a license to a branch referred to in this Title if it considers that for the protection of savers [or investors] or for sound and prudent management of the institution or for the stability of the financial system, the establishment of a company under Belgian law is required. In such a decision, account may notably be taken of the following criteria:
• the fact that the credit institution in the third country, or within the group to which it belongs, does not effectively exercise the activities envisaged by the branch;
• the importance of the branch in relation to the size of the credit institution. § 5. Before ruling on the license application of a branch, the Bank consults the competent authority of the third country.

---

(1)<W 2015-12-18/17, art. 31, 004; Entry into force: 08-01-2016> (2)<W 2016-10-25/05, art. 51, 009; Entry into force: 01-12-2016> (3)<W 2017-11-21/08, art. 180, 014; Entry into force: 03-01-2018> (4)<W 2017-11-21/08, art. 180, 014; Entry into force: 01-07-2019> (5)<W 2021-06-27/09, art. 168, 026; Entry into force: 19-07-2021> (6)<W 2021-07-11/08, art. 221, 027; Entry into force: 23-07-2021> (7)<W 2022-07-20/40, art. 348, 031; Entry into force: 06-10-2022>

Art.

334 .[1§ 1. The Bank notifies the EBA of the following information concerning the branches to which a license has been granted pursuant to this Title: 1° the granting of the license to the branch and all subsequent modifications thereto; 2° the total assets and liabilities of the branch, as reported to the Bank pursuant to Article 335, § 3; 3° the name of the third-country group of which the branch is a part. § 2. When the branches to which a license has been granted pursuant to this Title carry out investment activities and/or provide investment services or ancillary services in Belgium, the Bank shall, upon request, communicate to the European Securities and Markets Authority the following information concerning these branches: 1° the licenses granted to the branches and subsequent modifications thereto; 2° the scale and scope of the services and activities carried out by the branches; 3° the turnover and the total value of the assets corresponding to the services and activities referred to in 2°; 4° the name of the third-country group of which the branch is a part. § 3. When a branch of a credit institution from a third country, to which a license has been granted pursuant to this Title, carries out investment activities and/or provides investment services or ancillary services, the Bank shall cooperate closely with the European Securities and Markets Authority, the EBA, the competent authorities and the authorities referred to in Article 3, 33° of the Act of 20 July 2022 on the status of and supervision of stock exchanges and containing various provisions, which are respectively responsible for the supervision of credit institutions and branches of credit institutions on the one hand and investment firms and branches of investment firms on the other hand that are part of the group to which the branch belongs, to ensure that all activities of that group in the EEA are subject to comprehensive, consistent and effective supervision in accordance with this Act, the Act of 25 October 2016 and the aforementioned Act of 20 July 2022, Regulation No. 600/2014, Regulation 2019/2033 and Regulation No. 575/2013, and in accordance with the legislation ensuring the transposition of Directive 2013/36/EU, Directive 2014/65/EU and Directive 2019/2034 in the Member States to which the aforementioned authorities belong, and in accordance with the acts adopted to implement these directives.] 1

(1)<W 2022-07-20/40, art. 349, 031; Entry into force: 06-10-2022>

CHAPTER II.

• Business operations

Art.

335 .§ 1. In addition to Article 45, with regard to Article 333 and the provisions declared applicable pursuant to Article 333, the following articles apply: 1° Article 53, with the understanding that the Bank has exclusive competence; 2° [Article 55, first paragraph]; 3° [Articles 60 and 62 with regard to the leaders of branches and Article 60 with regard to the compliance function;] [3°/1 [Articles 65/3, 66, 67 to 71;]] 4° Articles 72, 76, 77, 3° and 4° and 78, with the understanding that for the application of Article 72, the leaders of the branch are considered as members of the statutory governing body; 5° Articles 74, 98, 106 and 107; [5°/1 Annex II;] 6° Article 5 of Annex IV. § 2. [The King determines the obligations and rules for the publication of the annual accounts of the branches.] [§ 3. The following information must be reported to the Bank at least once a year, insofar as it is not already provided to the Bank annually in the context of compliance with the obligations of paragraph 1: 1° the total assets corresponding to the activities of the branch; 2° information on the liquid assets available to the branch, notably the availability of liquid assets in currencies of the Member States; 3° the endowment of own funds available to the branch; 4° information on the deposit protection enjoyed by depositors at the branch; 5° information on risk management; 6° the governance scheme, including the identity of the management, of the compliance function, and, where applicable, of the persons exercising other independent control functions for the activities of the branch; 7° the recovery plans relating to the branch; 8° any other information that the Bank deems necessary for comprehensive monitoring of the activities of the branch. § 4. When the branches to which a license has been granted pursuant to this Title carry out investment activities and/or provide investment services or ancillary services in Belgium, they shall notify the Bank at least once a year of the following information, insofar as this information is not already provided to the Bank annually in the context of compliance with the obligations of paragraph 1: 1° the scale and scope of the services and activities carried out by the branch established in Belgium; 2° for credit institutions from third countries carrying out the activity referred to in Article 2, 1°, 3 of the Act of 25 October 2016, their monthly minimum, average and maximum exposure to counterparties from the EU; 3° for credit institutions from third countries providing one or both of the services referred to in Article 2, 1°, 6 of the Act of 25 October 2016, the total value of financial instruments originating from EU counterparties that have been acquired or placed with a placement guarantee over the preceding twelve months; 4° the turnover and the total value of the assets corresponding to the services and activities referred to in 1°; 5° a detailed description of the investor compensation scheme available to the clients of the branch, including the rights of these clients resulting from the investor compensation system referred to in Article 333, § 1, 6°; 6° the risk management policies and arrangements applied by the branch for the services and activities referred to in 1°; 7° the governance arrangements, including the persons whose professional activities have a significant influence on the risk profile of the branch; 8° any other information that the Bank deems necessary to effectively monitor the activities of the branch.] 4

(1)<W 2015-12-18/17, art. 32, 004; Entry into force: 08-01-2016> (2)<W 2017-11-21/08, art. 181, 014; Entry into force: 03-01-2018> (3)<W 2021-07-11/08, art. 223, 027; Entry into force: 23-07-2021> (4)<W 2022-07-20/40, art. 350, 031; Entry into force: 06-10-2022>

Art.

336 .[1§ 1.]1 [The credit institution within the meaning of Article 1, § 3, first paragraph, 1°, must have in Belgium attachable assets in an amount corresponding to the amount of the deposits, as referred to in Article 382, that the branch has received, unless it demonstrates that it meets the following conditions: 1° the legislation on insolvency procedures of the third country guarantees that creditors who have deposited their funds at the Belgian branch receive the same treatment as creditors who have deposited their funds at the credit institution in the third country; 2° if an insolvency procedure is opened against the credit institution in the third country, the legislation on such procedures grants an order of priority to depositors who have deposited their funds at the Belgian branch that offers similar protection to that provided for in Article 389 of this Act.] 2 [§ 1/1. The credit institution within the meaning of Article 1, § 3, first paragraph, 2°, must have in Belgium attachable assets in an amount corresponding to the amount of the funds, as referred to in Article 384/4, second paragraph, that the branch has received, unless it demonstrates that it meets the following conditions: 1° the legislation on insolvency procedures of the third country guarantees that creditors who have deposited their funds at the Belgian branch receive the same treatment as creditors who have deposited their funds at the credit institution in the third country; and 2° if an insolvency procedure is opened against the credit institution in the third country, the legislation on such procedures grants an order of priority to investors who have deposited funds at the Belgian branch that offers similar protection to that provided for in Article 74/1, § 3.] 2 [§ 2. The Belgian branch of the credit institution may only receive financial instruments from clients if, upon the opening of an insolvency procedure against the credit institution in the third country, the legislation on such procedures recognizes the beneficial ownership right referred to in Article 13, second paragraph of Royal Decree No. 62 of 10 November 1967 concerning the custody of fungible financial instruments and the settlement of transactions on these instruments, coordinated on 27 January 2004, for investors who have deposited their financial instruments at the Belgian branch, or if this legislation grants the investor a right resulting from the custody of the financial instruments that constitutes a proprietary right on the basis of which he can exercise a claim for restitution of these financial instruments, excluding a mere claim right.] 1

(1)<W 2016-10-25/05, art. 52, 009; Entry into force: 01-12-2016> (2)<W 2021-07-11/08, art. 224, 027; Entry into force: 06-10-2022>

CHAPTER III.

• Supervision

Art.

337 . Articles 134, 135, 136 [1, 136/1]1 [2, 136/2]2 and 139 apply.

(1)<W 2016-10-25/05, art. 53, 009; Entry into force: 01-12-2016> (2)<W 2017-11-21/08, art. 182, 014; Entry into force: 03-01-2018>

Art.

337/1 . [1The Bank assesses the compliance by the branches referred to in this Title with the provisions of this Act and the decisions and regulations adopted to implement it that apply to them, as well as the risks to which they are or may be exposed and the risks they pose to the financial system. Based on this assessment, the Bank may impose additional requirements on such a branch regarding solvency, liquidity, risk concentration and risk positions, which are added to the amount of the endowment referred to in Article 333, § 1, 4°, and to the requirements applicable pursuant to Article 98, to take into account the risks to which it is or may be exposed. The Bank determines the detailed rules to be complied with regarding those requirements. The Bank may, where applicable by regulation adopted pursuant to Article 12bis, § 2, of the Act of 22 February 1998, determine which criteria and procedures it applies for the aforementioned assessment and requirements.] 1

(1)Inserted by W 2017-07-31/11, art. 28, 011; Entry into force: 11-08-2017>

Art.

338 . The management of the branches referred to in this Title must appoint one or more approved auditors or one or more approved audit firms in accordance with Article 220. In the same way, it may appoint a substitute. In the event of the appointment of an audit firm, Article 221 applies mutatis mutandis. Articles 223, 224, first to fourth paragraphs, 225, first, second, third and sixth paragraphs and [1326, § 1, second paragraph, § 2, fourth and fifth paragraphs and § 3]1 apply.

(1)<W 2015-12-18/17, art. 33, 004; Entry into force: 08-01-2016>

Art.

338/1 . [1The Bank cooperates closely with the competent authorities responsible for the supervision of the credit institutions and investment firms that are part of the third-country group to which the Belgian branch belongs, to ensure that all activities in the European Union of that third-country group are subject to comprehensive supervision to prevent the rules applicable to third-country groups under this Act, the regulations adopted to implement it and Regulation No. 575/2013 from being circumvented, and to prevent the financial stability of the European Union from being undermined.] 1

(1)Inserted by W 2021-07-11/08, art. 225, 027; Entry into force: 23-07-2021>

Art.

339 . § 1. The Bank may, on the basis of the principle of reciprocity with the authorities of the third country of the credit institution and with the competent authorities of the third countries of the other branches of this institution established outside Belgium, agree on which obligations and prohibitions apply to the branch in Belgium, how supervision is conceived and exercised, and how cooperation and information exchange with these authorities, as referred to in Articles 36/16 and 36/17 of the Act of 22 February 1998, are organized. § 2. In order to establish rules and modalities that better align with the nature and distribution of the activities of the credit institution and its supervision, the agreements, with the approval of the Minister of Finance, may derogate from the provisions of this Act. Insofar as there is general supervision that meets the criteria established by or pursuant to this Act, these agreements may exempt from the application of certain provisions of this Act and its implementing decisions and regulations. The agreements referred to in this article may not contain more favorable rules for the branches to which they apply than those for branches of credit institutions resident in another Member State established in Belgium.

CHAPTER IV.

• Revocation, exceptional measures, sanctions

Art.

340 .§ 1. Articles 233, 234, 236 and 238 and Articles 345 to 352 apply, with the understanding that the Bank has exclusive competence. § 2. When the Bank finds that the branch is not operating in accordance with the provisions of this Act and its implementing decisions and regulations, or when it has information indicating that there is a risk that the branch will shortly no longer operate in accordance with these provisions, the Bank may establish limits for the exposures of the branch with regard to its parent company or the entities of the group in which the credit institution is part. § 3. The Bank may also revoke the license of a branch referred to in this Title if it considers that for the protection of savers [or investors,]1 or for sound and prudent management of the institution or for the stability of the financial system, the establishment of a company under Belgian law is required. The Bank may use the criteria referred to in Article 333, § 4 for this purpose.

(1)<W 2021-07-11/08, art. 226, 027; Entry into force: 23-07-2021>

TITLE III.

• Representative offices

Art.

341 . Any credit institution subject to a foreign state that does not have a branch established in Belgium but wishes to establish a representative office there to promote its activities and to gather and disseminate information, subject to the restrictions of Article 342, must register with the Bank in advance. Before carrying out the registration, the Bank consults the authorities responsible for the supervision of credit institutions in the state of origin.

Art.

342 . A representative office may not carry out banking business and in particular may not act, for any reason whatsoever, in the closing or ordinary settlement of financial transactions or financial services unless those form part of the administrative policy of that office.

Art.

343 . The Bank may have all information provided to it, carry out or have carried out on-site inspections, and take note of the correspondence and all documents relating to the activities of the representative offices registered in accordance with Article 341. When the Bank finds that a representative office is not complying with the applicable obligations, it may withdraw its registration.

Art.

344 . Any credit institution under Belgian law that wishes to establish a representative office on the territory of a foreign state must notify the supervisor thereof. When the activities of that office, in compliance with the applicable rules in that state, may exceed the limits of Articles 342 and 343, Articles 86 to 89 apply. The supervisor may have all data provided to it regarding the organization, activities, and position of the office and may verify or have verified that data. Article 140 applies.

BOOK IV.

• PENALTIES AND OTHER ENFORCEMENT MEASURES

Art.

345 .[ 6 Without prejudice to the other measures prescribed by this law, the supervisor or the resolution authority, as the case may be, may publish that a credit institution, financial holding, mixed financial holding, or mixed holding under Belgian or foreign law has not complied with its summons to conform within the period it determines to: 1° the provisions of this law or its implementing decrees and regulations; 2° the provisions of Regulation No. 575/2013, Regulation No. 600/2014, Regulation 2017/565 [ 7 , Title II of Regulation No. 648/2012 or Regulation 2022/2554] 7 ; 3° [ 7 Articles 5 to 9 and 18 to 27 of Regulation 2017/2402] 7 or Articles 4 and 15 of Regulation 2015/2365; 4° the provisions of the delegated acts adopted in accordance with the provisions referred to in points 2° or 3° or in accordance with the European directives transposed by this law; or 5° the provisions of the implementing acts adopted in accordance with the provisions referred to in points 2° or 3°, in accordance with the European directives transposed by this law or in accordance with the delegated acts referred to in point 4°.] 6 In that case, the supervisor or the resolution authority, as the case may be, simultaneously notifies the European Securities and Markets Authority of this publication, if it concerns a credit institution that provides one or more investment services and/or investment activities within the meaning of [ 1 Directive 2014/65/EU] 1 .---------- ( 1 )<W 2016-10-25/05 , art. 54, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2017-11-21/08 , art. 183, 014; Inwerkingtreding : 03-01-2018> ( 3 )<W 2017-12-05/04 , art. 36, 015; Inwerkingtreding : 28-12-2017> ( 4 )<W 2018-07-30/10 , art. 94, 017; Inwerkingtreding : 20-08-2018> ( 5 )<W 2019-05-02/25 , art. 51, 019; Inwerkingtreding : 31-05-2019> ( 6 )<W 2022-07-20/40 , art. 351, 031; Inwerkingtreding : 06-10-2022> ( 7 )<W 2025-03-25/05 , art. 79, 035; Inwerkingtreding : 08-05-2025>

Art.

346 .§ 1. [ 8 Without prejudice to the other measures prescribed by this law, the supervisor may set a deadline for a credit institution, financial holding, mixed financial holding, or mixed holding under Belgian or foreign law: 1° within which it must conform to specific provisions of: a) this law or its implementing decrees and regulations; b) Regulation No. 575/2013, Regulation No. 600/2014, Regulation 2017/565 [ 9 , Title II of Regulation No. 648/2012 or Regulation 2022/2554] 9 ; c) [ 9 Articles 5 to 9 and 18 to 27 of Regulation 2017/2402] 9 or Articles 4 and 15 of Regulation 2015/2365; d) the delegated acts adopted in accordance with the provisions referred to in points b) or c) or in accordance with the European directives transposed by this law; e) the implementing acts adopted in accordance with the provisions referred to in points b) or c), in accordance with the European directives transposed by this law or in accordance with the delegated acts referred to in point d); 2° within which it must make the necessary adjustments to its organizational structure or its policy on own funds requirements and the management of its liquidity. This summons applies to the branches of credit institutions subject to another Member State only with regard to the non-compliance with one of the obligations referred to in Article 315; 3° within which it must conform to a requirement imposed by the supervisor in application of the provisions referred to in point 1°; 4° within which it must conform to the requirements set by the supervisor as conditions for a decision taken in application of the provisions referred to in point 1°, in particular the granting of authorization or a waiver. 5° within which it must conform to specific provisions of the Law of 27 March 2020 authorizing the King to provide a state guarantee for certain loans to counter the effects of the coronavirus and amending the Law of 25 April 2014 on the status and supervision of credit institutions and public limited companies and the measures taken to implement it or of Article 27 of the Law of 20 July 2020 on the provision of a state guarantee for certain loans to SMEs to counter the effects of the coronavirus and amending the Law of 25 April 2014 on the status and supervision of credit institutions and public limited companies and the measures taken to implement it.] 8 § 2. If the undertaking fails to comply upon the expiry of the deadline, the Bank may, where appropriate at the request of the European Central Bank, after hearing the undertaking or at least summoning it, impose a penalty payment of a maximum of 2,500,000 euros per violation and a maximum of 50,000 euros per day of delay. § 3. In setting the amount of the penalty payment, account is taken in particular of a) the seriousness of the identified shortcomings and, where appropriate, the potential impact of those shortcomings on the stability of the financial system; b) the financial capacity of the undertaking concerned, as evidenced in particular by its turnover. § 4. The penalty payments imposed in application of paragraph 2 are collected for the benefit of the Treasury [ 1 by the General Administration of Collection and Recovery of the Federal Public Service Finance] 1 . [ 2 § 4/1. [ 7 When the penalty payments referred to in this article are imposed due to non-compliance with the obligations established by or pursuant to this law to transpose Directive 2014/65/EU and Directive 2019/2162/EU, the Bank publishes the imposition of those penalty payments in accordance with, respectively, Articles 71 and 24 of those directives. Pursuant to the aforementioned Articles 71 and 24, the supervisor may, when appeals are lodged against decisions imposing such penalty payments, publish those decisions taking into account the circumstances. In that case, it also immediately publishes the status and outcome of the appeal. In cases where the supervisor publishes such decisions without mentioning names, the anonymized data may be made public as soon as the reasons justifying the anonymity cease to exist.] 7 ] 2 § 5. When the Bank publishes measures that it imposes in accordance with paragraph 2, it simultaneously notifies the European Securities and Markets Authority, if it concerns a credit institution that provides one or more investment services and/or investment activities within the meaning of [ 1 Directive 2014/65/EU] 1 .---------- ( 1 )<W 2016-10-25/05 , art. 55, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2017-11-21/08 , art. 184, 014; Inwerkingtreding : 03-01-2018> ( 3 )<W 2018-07-30/10 , art. 95, 017; Inwerkingtreding : 20-08-2018> ( 4 )<W 2019-05-02/25 , art. 52, 019; Inwerkingtreding : 31-05-2019> ( 5 )<W 2020-03-27/04 , art. 3, 022; Inwerkingtreding : 01-04-2020> ( 6 )<W 2020-07-20/02 , art. 30, 024; Inwerkingtreding : 24-07-2020> ( 7 )<W 2021-11-26/04 , art. 16, 029; Inwerkingtreding : 08-07-2022> ( 8 )<W 2022-07-20/40 , art. 352, 031; Inwerkingtreding : 06-10-2022> ( 9 )<W 2025-03-25/05 , art. 80, 035; Inwerkingtreding : 08-05-2025>

Art.

346/1 .[ 1 The Bank notifies the European Banking Authority without delay of the measures it applies in accordance with Article 345 or 346, § 2, as well as of the status of any appeals lodged and their outcome.] 1 [ 2 The Bank also notifies the European Securities and Markets Authority of the measures it imposes in accordance with Article 346, § 2 in the event of an infringement of Articles 4 and 15 of Regulation No. 2015/2365, when those measures are not made public.] 2

( 1 )<Ingevoegd bij W 2017-12-05/04 , art. 68, 015; Inwerkingtreding : 28-12-2017> ( 2 )<W 2018-07-30/10 , art. 96, 017; Inwerkingtreding : 20-08-2018>

BOOK V.

• SANCTIONS

TITLE I.

• Administrative fines

Art.

347 .§ 1. [ 11 Without prejudice to other measures prescribed by this law and without prejudice to measures prescribed by other laws, decrees, or regulations, the Bank may, if it: 1° identifies an infringement of the provisions of this law or its implementing decrees and regulations; 2° identifies an infringement of the provisions of Regulation No. 575/2013, Regulation No. 600/2014, Regulation 2017/565 [ 12 , Title II of Regulation No. 648/2012 or Regulation 2022/2554] 12 ; 3° identifies an infringement of Articles 4 and 15 of Regulation 2015/2365 or of [ 12 Articles 5 to 9 and 18 to 27 of Regulation 2017/2402] 12 ; 4° identifies an infringement of the provisions of the delegated acts adopted in accordance with the provisions referred to in points 2° or 3° or in accordance with the European directives transposed by this law; 5° identifies an infringement of the provisions of the implementing acts adopted in accordance with the provisions referred to in points 2° or 3°, in accordance with the European directives transposed by this law or in accordance with the delegated acts referred to in point 4°. 6° identifies that a requirement imposed by the supervisor in application of the provisions in points 1°, 2°, 3°, 4°, or 5° is not complied with; 7° identifies that requirements set by the supervisor as conditions for a decision taken in application of the provisions in points 1°, 2°, 3°, 4°, or 5°, in particular the granting of authorization or a waiver, are not complied with; 8° identifies an infringement of the provisions of the Law of 27 March 2020 authorizing the King to provide a state guarantee for certain loans to counter the effects of the coronavirus and amending the Law of 25 April 2014 on the status and supervision of credit institutions and public limited companies and the measures taken to implement it or of Article 27 of the Law of 20 July 2020 on the provision of a state guarantee for certain loans to SMEs to counter the effects of the coronavirus and amending the Law of 25 April 2014 on the status and supervision of credit institutions and public limited companies and the measures taken to implement it, impose an administrative fine on a credit institution, financial holding, mixed financial holding, mixed holding under Belgian or foreign law, on one or more members of the statutory governing body of these entities, on the persons who, in the absence of a management committee, participate in their effective management, who are responsible for the identified shortcomings.] 11 § 2. [ 6 The administrative fine imposed on the institution or on the undertaking referred to in paragraph 1, for the same act or the same set of acts, amounts to [ 11 ...] 11 a maximum of 10% of the annual net turnover of the institution for the previous financial year. The administrative fine imposed on a natural person, for the same act or the same set of acts, amounts to [ 11 ...] 11 a maximum of 5,000,000 euros.] 6 [ 9 When the infringement has resulted in profit for the offender or has allowed it to avoid loss, the maximum amount of the administrative fine may be increased to twice that profit or loss, without prejudice to the first and second paragraphs of this paragraph. If the institution or undertaking referred to in the first paragraph of this paragraph is a parent undertaking or a subsidiary of a parent undertaking that must prepare consolidated accounts, the applicable total net annual turnover is the total net annual turnover according to the most recent consolidated accounts prepared by the statutory governing body of the ultimate parent undertaking.] 9 [ 6 § 2/1. [ 11 In the event of an infringement of Articles 4 and 15 of Regulation 2015/2365, of a delegated act adopted in accordance with those articles, or of an implementing act adopted in accordance with those articles or such a delegated act, the administrative fine imposed on the institution or on the holding referred to in paragraph 1 amounts to: a) in the case of a natural person: a maximum of 5,000,000 euros; b) in the case of a legal person: a maximum of:

• 5,000,000 euros in the event of an infringement of Article 4 of Regulation 2015/2365, of a delegated act adopted in accordance with that article, or of an implementing act adopted in accordance with that article or such a delegated act; and
• 15,000,000 euros in the event of an infringement of Article 15 of Regulation 2015/2365, of a delegated act adopted in accordance with that article, or of an implementing act adopted in accordance with that article or such a delegated act, or, if higher, 10% of the total annual turnover of that entity for the previous financial year.] 11 When the infringement has resulted in profit for the offender or has allowed it to avoid loss, this maximum may be increased to three times that profit or loss, without prejudice to points a) and b) of the first paragraph. § 2/2. [ 11 In the event of an infringement of [ 12 Articles 5 to 9 and 18 to 27 of Regulation 2017/2402] 12 , of a delegated act adopted in accordance with those articles, or of an implementing act adopted in accordance with those articles or such a delegated act, the administrative fine referred to in paragraph 2, first paragraph, in the case of a legal person amounts to a maximum of 5,000,000 euros or 10% of the total annual turnover of that company for the previous financial year.] 11 When the infringement has resulted in profit for the offender or has allowed it to avoid loss, the maximum amount of the administrative fine may be increased to twice that profit or loss, without prejudice to paragraph 2, second paragraph, and the first paragraph of this paragraph.] 6 § 3. The fines imposed by the Bank in application of paragraph 1 are collected for the benefit of the Treasury [ 1 by the General Administration of Collection and Recovery of the Federal Public Service Finance] 1 . § 4. The amount of the fine is determined in particular on the basis of a) the seriousness and duration of the shortcomings; b) the degree of responsibility of the person concerned; c) the financial capacity of the person concerned, as evidenced in particular by the total turnover of the legal person concerned or by the annual income of the natural person concerned; d) the advantage or profit that these shortcomings may yield; e) the damage suffered by third parties as a result of these shortcomings, insofar as it can be determined; f) the degree of cooperation of the natural or legal person concerned with the competent authorities; g) previous shortcomings of the person concerned; h) the potential negative impact of the shortcomings on the stability of the financial system. [ 10 § 4/1. When the fines referred to in this article are imposed due to non-compliance with the obligations established by or pursuant to this law to transpose Directive 2014/65/EU and Directive 2019/2162/EU, the Bank publishes the imposition of those fines in accordance with, respectively, Articles 71 and 24 of those directives. Pursuant to the aforementioned Articles 71 and 24, the supervisor may, when appeals are lodged against decisions imposing such fines, publish those decisions taking into account the circumstances. In that case, it also immediately publishes the status and outcome of the appeal. In cases where the supervisor publishes such decisions without mentioning names, the anonymized data may be made public as soon as the reasons justifying the anonymity cease to exist.] 10 § 5. When the Bank publishes measures that it imposes in accordance with this article, it simultaneously notifies the European Securities and Markets Authority, if it concerns a credit institution that provides one or more investment services and/or investment activities within the meaning of [ 1 Directive 2014/65/EU] 1 . [ 5 The Bank also notifies the European Securities and Markets Authority of its decisions regarding infringements of the provisions of Regulation No. 600/2014, the provisions established for the transposition of Directive 2014/65/EU, or the provisions established under or in implementation of that regulation or of those provisions, or regarding infringements of Articles 4 and 15 of Regulation No. 2015/2365, when those decisions are not made public in accordance with the first paragraph of this paragraph, including any appeal lodged against those decisions and its outcome] 5 . [ 4 § 6. The Bank notifies the European Banking Authority without delay of the measures it imposes in accordance with this article, as well as of the status of any appeals lodged and their outcome.] 4

---

( 1 )<W 2016-10-25/05 , art. 56, 009; Inwerkingtreding : 01-12-2016> ( 2 )<W 2017-11-21/08 , art. 185, 014; Inwerkingtreding : 03-01-2018> ( 3 )<W 2017-12-05/04 , art. 38, 015; Inwerkingtreding : 28-12-2017> ( 4 )<W 2017-12-05/04 , art. 69, 015; Inwerkingtreding : 28-12-2017> ( 5 )<W 2018-07-30/10 , art. 97, 017; Inwerkingtreding : 20-08-2018> ( 6 )<W 2019-05-02/25 , art. 53, 019; Inwerkingtreding : 31-05-2019> ( 7 )<W 2020-03-27/04 , art. 4, 022; Inwerkingtreding : 01-04-2020> ( 8 )<W 2020-07-20/02 , art. 31, 024; Inwerkingtreding : 24-07-2020> ( 9 )<W 2021-07-11/08 , art. 227, 027; Inwerkingtreding : 23-07-2021> ( 10 )<W 2021-11-26/04 , art. 17, 029; Inwerkingtreding : 08-07-2022> ( 11 )<W 2022-07-20/40 , art. 353, 031; Inwerkingtreding : 06-10-2022> ( 12 )<W 2025-03-25/05 , art. 81, 035; Inwerkingtreding : 08-05-2025>

TITLE II.

• Criminal sanctions

Art.

348 .§ 1. With a prison sentence of one month to one year and a fine of 50 euros to 10,000 euros or with one of these penalties only, is punished: 1° whoever does not comply with Articles 5 or 6; 2° whoever operates the business of a credit institution as referred to in Article 7 or Book III, Title II, without possessing a license or when the license has been revoked or withdrawn; 3° whoever intentionally fails to make the notifications referred to in Articles 46 and 50, whoever ignores the objection referred to in Article 48, second paragraph, or whoever ignores the suspension referred to in Article 54, first paragraph, 1°; 4° the members of the statutory governing body and the other persons referred to in Article 62 who violate the provisions of this article; 5° the members of the statutory governing body or the persons responsible for effective management who violate Articles 72, 77, 2° to 4°, 74, 213, 214 or Articles 341 to 344 or Article 99 of Regulation No. 575/2013; 6° the members of the statutory governing body or the persons responsible for effective management of a credit institution that opens a branch abroad or provides services, without having made the notifications as provided for in Articles 86 or 90 or who do not comply with Article 89; 7° the members of the statutory governing body or the persons responsible for effective management of a credit institution that violates the decisions or regulations referred to in Articles 106, 203, § 1, or 318; 8° the members of the statutory governing body or the persons responsible for effective management of a credit institution that do not comply with Article 106, § 2, first paragraph, first and third sentence, second and third paragraphs; 9° whoever performs acts or carries out transactions without having obtained the permission of the special commissioner referred to in Article 236, § 1, 1° or who acts contrary to a suspension decision in accordance with Article 236, § 1, 4° or who does not comply with the prohibition of Article 329, § 1, second paragraph, or § 3 or with the precautionary measures referred to in Article 329, § 6 or with the order referred to in Article 330; 10° whoever knowingly accepts funds or assets over which disposal is made in violation of Article 74; 11° whoever, as a commissioner, approved auditor or independent expert, certifies, approves or ratifies accounts, annual accounts, balance sheets and income statements or consolidated annual accounts of companies or periodic statements or information while the provisions of this law or its implementing decrees and regulations or of Regulation No. 575/2013 have not been complied with and of which they are aware, or who has not done what they normally should have done to ensure that those provisions were complied with; 12° whoever prevents the investigations and controls to which they are obliged in the country or abroad or who refuses to provide the data to which they are obliged on the basis of this law or who knowingly provides incorrect or incomplete information; 14° any director and manager who does not comply with the provisions of Article 220, second paragraph, and Article 326, § 1, first paragraph; 15° the persons who violate Article 79; 16° the members of the statutory governing body or the persons responsible for effective management of a credit institution who do not comply with the summons of the resolution authority in accordance with Articles 226, § 2, 232, second paragraph, 3°, 276, § 1, and 277, 5°, or who knowingly provide it with incorrect or incomplete information; [2 17° [3 whoever with fraudulent intent]3 violates the provisions of the Law of 27 March 2020 authorizing the King to grant a state guarantee for certain credits to combat the effects of the coronavirus and to amend the Law of 25 April 2014 on the status of and supervision of credit institutions and public limited companies or the measures taken in implementation thereof [3 or of Articles 27 or 29 of the Law of 20 July 2020 on the provision of a state guarantee for certain credits to SMEs to combat the effects of the coronavirus and to amend the Law of 25 April 2014 on the status and supervision of credit institutions and public limited companies or the measures taken to implement it]3 ;] 2 [ 4 18° whoever intentionally sets up a special mechanism within the meaning of Article 21, § 1/1.]4 § 2. Violations of the prohibition of Article 20 are punishable by a prison sentence of three months to two years and a fine of 1,000 euros to 10,000 euros. § 3. With a prison sentence of eight days to three months and a fine of 50 euros to 10,000 euros or only with one of these penalties, any director, manager or director is punished who does not comply with the provisions of Articles 95 and 99 and of the regulations adopted pursuant to Article 98. [ 1 § 4. The financial intermediaries referred to in Article 2, 9° of the Law of 2 August 2002 or those who act on behalf of such an intermediary, who use financial instruments of a client without the consent required under Article 65, § 1, in any way for their own benefit or for the benefit of third parties, are considered guilty of breach of trust and punished with the penalties determined in Article 491 of the Penal Code.]1 [ 5 § 5. When a person is convicted pursuant to paragraph 1, 15°, the Bank shall publish this conviction in accordance with Article 24 of Directive 2019/2162/EU and shall inform the European Banking Authority thereof, as well as of the status and outcome of any appeal procedures. In cases where the Bank publishes such a conviction without mentioning names, the anonymized data may be made public once the reasons justifying the anonymity cease to exist.]5

( 1 )<W 2016-10-25/05 , art. 57, 009; Entry into force: 01-12-2016> ( 2 )<W 2020-03-27/04 , art. 5, 022; Entry into force: 01-04-2020> ( 3 )<W 2020-07-20/02 , art. 32, 024; Entry into force: 24-07-2020> ( 4 )<W 2021-06-02/03 , art. 25, 025; Entry into force: 28-06-2021> ( 5 )<W 2021-11-26/04 , art. 18, 029; Entry into force: 08-07-2022>

Art.

349 . The provisions of Book I of the Penal Code, Chapter VII and Article 85 not excepted, apply to the offenses punished by this Title.

Art.

350 . Credit institutions, financial institutions and companies are civilly liable for the fines to which the members of their statutory governing body, the persons responsible for their effective management or agents are sentenced pursuant to the provisions of this Title.

Art.

351 . Any investigative procedure resulting from the violation of this law or one of the legislations referred to in Article 20, against members of the statutory governing body, persons responsible for effective management, agents or approved commissioners of credit institutions or financial institutions and any investigative procedure resulting from a violation of this law against any other natural or legal person, must be brought to the attention of the Bank and of the FSMA, each for what concerns its competences, by the judicial or administrative authority before which it is pending. Any criminal prosecution based on the offenses referred to in the first paragraph must be brought to the attention of the Bank and of the FSMA, each for what concerns its competences, by the public prosecutor.

Art.

352 .The Bank and the FSMA are entitled to intervene at any stage of the proceedings before the criminal court where an offense punished by this law is pending, without having to prove the existence of any damage. The intervention takes place according to the rules applicable to the civil party. [ 1 The same applies to offenses referred to in Article 1 of the Royal Decree No. 22 of 24 October 1934 concerning the judicial prohibition for certain convicted persons and bankrupts to exercise certain offices, professions or activities, which are brought before a criminal court against a person referred to in Article 19, § 1, first paragraph.]1

( 1 )<W 2018-07-30/10 , art. 98, 017; Entry into force: 20-08-2018>

BOOK VI.

• RULES OF INTERNATIONAL PRIVATE LAW REGARDING RESOLUTION MEASURES AND LIQUIDATION PROCEDURES

TITLE I.

• Resolution measures

CHAPTER I.

• Jurisdiction rules and recognition of foreign measures

Art.

353 . Subject to Articles 340 and 358, the Belgian resolution authorities are exclusively competent to take resolution measures with regard to the credit institutions referred to in Book II. These resolution measures are implemented and have legal effect in accordance with Belgian law, subject to the clarifications and exceptions established in this law. The Belgian resolution authorities may in particular not take resolution measures with regard to a credit institution that falls under another state, nor with regard to a branch established in Belgium of such a credit institution.

Art.

354 . The resolution measures taken by the resolution authorities of another member state with regard to a credit institution that falls under that member state have legal effect in Belgium in accordance with the legislation of that member state, as soon as they have legal effect there, and this without prejudice to their possible publication in Belgium. These resolution measures are applicable in Belgium without further formalities.

Art.

354/1 . [1 The write-off or conversion of debts of an institution or entity that falls under foreign law, carried out pursuant to an internal bail-in instrument, does not benefit the co-debtors and third parties who have provided a personal or real security governed by Belgian law.]1

( 1 )<Inserted by W 2015-12-18/17 , art. 46, 004; Entry into force: 08-01-2016>

CHAPTER II.

• Consultation and information

Art.

355 . The Belgian resolution authorities take the necessary measures to inform the competent authorities of the other member states where the credit institution has a branch or provides services pursuant to Article 90, without delay, of their decision to take a resolution measure; they do so if possible before the adoption of this measure or otherwise immediately afterwards. This notification, which also states the concrete consequences of the resolution measure, is made by the supervisor using all appropriate means. To that end, the resolution authority keeps the supervisor informed of the evolution of the implementation of resolution measures that fall under its competence.

Art.

356 . When the Belgian resolution authorities consider it necessary that a resolution measure be taken in Belgium with regard to a credit institution that falls under another member state, they ensure that this is communicated without delay to the competent authority of the member state concerned. This communication is made by the supervisor.

Art.

357 . If the rights of third parties in a member state where the credit institution concerned has a branch or provides services pursuant to Article 90 can be affected by the implementation of a resolution measure decided upon in accordance with Article 353, the supervisor or, with regard to the resolution measures referred to in Book II, Title VIII, the resolution authority ensures that an extract of this decision is published in the Official Journal of the European Union as well as in two national newspapers of the member states where the rights of third parties can be affected by the implementation of this resolution measure. This publication in no way affects the consequences of the resolution measure, in particular for the creditors of the credit institution concerned. The extract referred to in the first paragraph shall contain, at least in the official language or languages of the member states concerned, the following information: 1° the subject matter and the legal basis of the decision taken; 2° the time limits for lodging an appeal, stating the latest date on which an appeal may be lodged as well as the details of the authority competent for the appeal. For third parties with their domicile or habitual residence in another member state, the time limit for lodging an appeal against the adoption of a resolution measure begins to run from the date of the first publication prescribed in the first paragraph in that member state.

CHAPTER III.

• Branches of credit institutions falling under third countries

Art.

358 . The Bank also informs the competent authorities of the other member states where the credit institution that falls under a third country has a branch, without delay and using all appropriate means, of its decision to take a resolution measure pursuant to Article 340 as well as of the concrete consequences of this measure; it does so if possible before the adoption of this measure or otherwise immediately afterwards. The Bank endeavors to coordinate its actions with those of the resolution authorities of the credit institutions of the other member states.

TITLE II.

• Liquidation procedures

CHAPTER I.

• Jurisdiction rules and recognition of foreign measures

Art.

359 .[1 The insolvency court]1 is exclusively competent to declare a credit institution referred to in Book II bankrupt. This implies that it cannot declare a credit institution that falls under foreign law, nor its branches established in Belgium, bankrupt.

( 1 )<W 2019-05-02/25 , art. 54, 019; Entry into force: 31-05-2019>

Art.

360 . A liquidation procedure opened by the liquidation authorities of another member state with regard to a credit institution that falls under that member state is recognized in Belgium without any formality and has legal effect in Belgium as soon as it has legal effect in the member state where it was opened.

CHAPTER II.

• Procedures with regard to credit institutions under Belgian law

Section I.

• Consultation and information exchange

Art.

361 . Without prejudice to Articles 273 and 378, [1 the insolvency court]1 informs the supervisor without delay of its decision to declare an institution bankrupt, as well as of the concrete consequences of the bankruptcy; it does so if possible before the declaration of bankruptcy or otherwise immediately afterwards. The supervisor communicates this information without delay and using all appropriate means to the competent authorities in the other member states where the credit institution concerned has a branch or provides services pursuant to Article 90.

( 1 )<W 2019-05-02/25 , art. 55, 019; Entry into force: 31-05-2019>

Art.

362 .[1 The trustee or trustees appointed pursuant to Article XX.104 of the Code of Economic Law ensure the publication referred to in Article XX.107 of the same Code, also by publishing the extract in the Official Journal of the European Union and in two national newspapers of the member states where the credit institution has a branch or provides services pursuant to Article 90.]1

( 1 )<W 2019-05-02/25 , art. 56, 019; Entry into force: 31-05-2019>

Art.

363 .[1 If the creditors to whom an individual notification is addressed as referred to in Article XX.155 of the Code of Economic Law have their domicile or habitual residence in another member state, the circular, in addition to the mention of the data of the extract referred to in Article 362, shall also state that creditors with a privilege or a real security are required to declare their claims and what the consequences are of not complying with the time limits established in Article XX.165 of the Code of Economic Law.]1 The circular, which is drawn up in the language of the procedure, bears the heading "Call for submission of claims - Time limits" in all official languages of the European Economic Area.

( 1 )<W 2019-05-02/25 , art. 57, 019; Entry into force: 31-05-2019>

Art.

364 .[1 The trustee or trustees appointed pursuant to Article XX.104 of the Code of Economic Law keep the creditors regularly informed of the progress of the procedure, in the manner they deem most appropriate for that purpose.]1

( 1 )<W 2019-05-02/25 , art. 58, 019; Entry into force: 31-05-2019>

Section II.

• Procedural elements - Applicable law

Art.

365 . The bankruptcy of the credit institutions referred to in Book II is governed by Belgian law, subject to the clarifications and exceptions in this law.

Art.

366 .§ 1. [1 Creditors with their domicile or habitual residence in another member state may declare their claims or submit their comments in an official language of that member state, provided that the heading "Submission of a claim" or "Submission of comments regarding a claim" is stated in the language of the procedure in Belgium. The trustees may, however, require that these creditors submit a translation of the declared claims or submitted comments. Article XX.156 of the Code of Economic Law applies.]1 § 2. The claims of creditors with their domicile or habitual residence in another member state receive the same treatment and in particular the same rank as similar claims that creditors with their domicile or habitual residence in Belgium can declare. To that end, the claims of similar creditors are considered equivalent. The first paragraph also applies to creditors with their domicile or habitual residence in a third country, insofar as the law applicable in that country does not provide for the possibility of opening an insolvency procedure with regard to the credit institution concerned and the procedure opened in Belgium can have effect in that country. If this is not the case, those creditors are treated as unsecured creditors for the procedure opened in Belgium.

( 1 )<W 2019-05-02/25 , art. 59, 019; Entry into force: 31-05-2019>

Section III.

• Withdrawal of the license

Art.

367 . In the event that bankruptcy is declared with regard to a credit institution, the [1 European Central Bank]1 withdraws its license. Article 237 applies.

( 1 )<KB 2014-04-25/08 , art. 405, 002; Entry into force: 04-11-2014>

TITLE III.

• Rules applicable to both resolution measures and liquidation procedures

CHAPTER I.

• Voluntary winding up or winding up following a judicial dissolution

Art.

368 .[1 Before formulating a proposal for dissolution within the meaning of Article 2:71 of the Code of Companies and Associations for a credit institution referred to in Book II, the statutory governing body of the credit institution concerned consults the supervisor. A judgment on a ground for judicial dissolution of a credit institution established in the Code of Companies and Associations can only be rendered after a unanimous opinion of the supervisor. This opinion is requested according to the procedure prescribed in Article 378. The dissolution of a credit institution and the subsequent winding up within the meaning of the Code of Companies and Associations do not prejudice the possibility of taking one of the measures referred to in Article 236, § 1 without previously setting a time limit.]1

( 1 )<W 2021-06-27/09 , art. 169, 026; Entry into force: 19-07-2021>

CHAPTER II.

• Exceptions to or nuances of the application of Belgian law as procedural law

Art.

369 . In derogation of Articles 353 and 365, the consequences of a resolution measure or a liquidation procedure for: 1° employment contracts and employment relationships, exclusively governed by the law of the member state applicable to the employment contract; 2° contracts giving the right to enjoyment or acquisition of immovable property, exclusively governed by the law of the member state where the immovable property is located. That legislation determines whether the property is movable or immovable; 3° rights to immovable property, a ship or an aircraft that are subject to registration in a public register, exclusively governed by the law of the member state under whose authority the register is kept; 4° the exercise of ownership rights on financial instruments or of other rights on such instruments whose existence or transfer presupposes registration in a register, on an account or in a centralized securities depository kept or situated in a member state, exclusively governed by the law of the member state where the register, the account or the centralized securities depository where these rights are registered is kept or is situated; 5° contracts for debt novation or for bilateral or multilateral debt settlement as well as for the express resolutory conditions included therein to make the debt settlement possible, exclusively governed by the law applicable to those contracts; 6° repurchase agreements, exclusively governed by the law applicable to those contracts, without prejudice to the provision under 4° of this article; 7° transactions on a foreign regulated market within the meaning of Article 2, 6° of the Law of 2 August 2002, exclusively governed by the law applicable to those transactions, without prejudice to the provision under 4° of this article.

Art.

370 . § 1. The taking of reorganization measures or the opening of bankruptcy proceedings shall not affect the proprietary rights of a creditor or a third party in tangible or intangible movable or immovable property - both specific assets and universality of assets of an indeterminate composition - belonging to the credit institution and located on the territory of another Member State at the time when these measures are taken or this procedure is opened. § 2. Proprietary rights within the meaning of paragraph 1 include in particular: 1° the right to realize or have realized a asset and to be paid from the proceeds or income of that asset, in particular on the basis of a pledge or mortgage; 2° the exclusive right to collect a claim, in particular by means of a pledge on the claim or by the assignment of that claim as security; 3° the right to reclaim the asset and/or demand its return from anyone who has possession or use of it against the will of the owner; 4° the proprietary right to collect the fruits of an asset. § 3. A proprietary right shall be deemed to include the right, registered in a public register, to acquire a proprietary right within the meaning of paragraph 1, which can be asserted against third parties.

Art.

371 . § 1. The taking of reorganization measures or the opening of bankruptcy proceedings against a credit institution that purchases an asset shall not affect the rights of the seller based on a retention of title clause when that asset is located, at the time when the measures are taken or the procedure is opened, on the territory of a Member State other than the Member State where the measures are taken or the procedure is opened. § 2. The taking of reorganization measures or the opening of bankruptcy proceedings against a credit institution that has the status of seller, after the delivery of the sold asset has taken place, is not grounds for termination or cancellation of the sale and does not prevent the buyer from acquiring ownership of the purchased asset when that asset is located, at the time when the measures are taken or the procedure is opened, on the territory of a Member State other than the Member State where the measures are taken or the procedure is opened.

Art.

372 . The taking of reorganization measures or the opening of bankruptcy proceedings shall not affect the right of a creditor to set off its claim against the claim of the credit institution when that set-off is permitted by the law applicable to the claim of the credit institution.

Art.

373 .§ 1. Without prejudice to Article 369 and subject to Article 374, Articles 370, § 1, 371 and 372 shall not prejudice the application of [1 Articles XX.111 to XX.114 of the Code of Economic Law]1. § 2. Article [2 5.243]2 of the Civil Code and [1 Articles XX.111 to XX.114 of the Code of Economic Law]1 shall not apply when the person who benefits from the legal act referred to in the aforementioned provisions provides proof that the legal act is subject to the law of a Member State other than Belgian law and that this law does not, in this case, provide for the possibility of challenging that legal act.

( 1 )<W 2019-05-02/25 , art. 60, 019; Inwerkingtreding : 31-05-2019> ( 2 )<W 2022-04-28/25 , art. 56, 032; Inwerkingtreding : 01-01-2023>

Art.

374 . In derogation of Article 236, § 1, 1° and 4° of this Act and of [1 Article XX.110 of the Code of Economic Law, and notwithstanding Articles XX.111 to XX.114 of the same Code]1, if the credit institution, after the taking of a reorganization measure or after the opening of bankruptcy proceedings, disposes of an immovable property, a ship or an aircraft that is subject to registration in a public register, or of financial instruments or rights to such instruments whose existence or transfer presupposes registration in a register, on an account or in a centralized securities depot kept or situated in another Member State, the nullity or the unenforceability of this act shall be assessed on the basis of the law of the Member State where that immovable property is located or under the authority of which that register, that account or that securities depot is kept.

( 1 )<W 2019-05-02/25 , art. 61, 019; Inwerkingtreding : 31-05-2019>

HOOFDSTUK III.

• Saneringscommissarissen en liquidateurs

Afdeling I.

• Erkenning van buitenlandse maatregelen en procedures

Art.

375 . The appointment of a reorganization commissioner or a liquidator by an authority of another Member State shall be evidenced by a certified true copy of the decision appointing them or of any other certificate drawn up by that authority. Although no legalization or similar formality is required, a translation of the document referred to in the first paragraph must nevertheless be made in the language or one of the languages of the language area where the reorganization commissioner or the liquidator wishes to act.

Art.

376 . § 1. The reorganization commissioners and liquidators appointed by an authority of another Member State may exercise in Belgium all the powers they are authorized to exercise on the territory of that other Member State. The same applies to the persons they designate, in accordance with the law of that Member State, to assist or represent them in the settlement of a reorganization measure or a liquidation procedure. § 2. In exercising their powers in Belgium, the reorganization commissioners and liquidators referred to in § 1 shall comply with Belgian legislation, in particular regarding the manner in which assets are realized and the informing of employees. These powers may not include the use of coercive measures, nor the right to rule in proceedings or disputes. § 3. The reorganization commissioners and liquidators referred to in paragraph 1 shall notify the Crossroads Bank referred to in Article 3 of the Act of 16 January 2003 establishing a Crossroads Bank of Enterprises, modernizing the commercial register, establishing recognized enterprise counters and containing various provisions, of the reorganization measures and liquidation procedures decided upon by an authority of another Member State, so that they may be registered.

Afdeling II.

• Belgische saneringscommissarissen en liquidateurs

Art.

377 .[1 The curator or curators appointed in accordance with Article XX.104 of the Code of Economic Law shall take all necessary measures to comply with the registration of a liquidation procedure in a public register of another Member State which is required by the legislation of that Member State.]1 The costs resulting from registration in a public register of another Member State shall be considered as costs relating to the procedure, regardless of whether the registration is mandatory or takes place on the initiative of the persons referred to in the first paragraph.

( 1 )<W 2019-05-02/25 , art. 62, 019; Inwerkingtreding : 31-05-2019>

TITEL IV. [1 Aanvullende bepaling ]1

( 1 )<Ingevoegd bij W 2017-12-05/04 , art. 70, 015; Inwerkingtreding : 28-12-2017>

Art.

377./1 . [1 Articles 353 to 377 shall apply mutatis mutandis to the entities under Belgian law referred to in Article 424, when resolution measures are applied to those entities in accordance with Book XI, Title V.]1

( 1 )<Ingevoegd bij W 2017-12-05/04 , art. 71, 015; Inwerkingtreding : 28-12-2017>

BOEK VII.

• MATERIEELRECHTELIJKE ASPECTEN VAN LIQUIDATIEPROCEDURES

Art.

378 .§ 1. Without prejudice to Article 273 and except in cases where a credit institution is the subject of the resolution measures provided for in Book II, Title II, the opening of bankruptcy proceedings [1 ...]1 against a credit institution may only be pronounced after a unanimous opinion of the supervisor. § 2. The request for an opinion shall be addressed in writing to the supervisor. The request shall be accompanied by the necessary documents for information. The supervisor shall give its opinion within fifteen days after receipt of the request for an opinion. In the event that a procedure concerns a credit institution of which the supervisor suspects that significant developments may occur in terms of systemic risk or for which prior coordination with foreign authorities is required, the supervisor shall have a longer period to give its opinion, provided that the total period may not exceed thirty days. If the supervisor considers that it must use this exceptional period, it shall notify the judicial body that must rule on this. The period available to the supervisor to give an opinion suspends the period within which the judicial body must rule. If the supervisor does not provide an opinion within the set period, [1 the insolvency court]1 may rule. The supervisor shall provide its opinion in writing. It shall be delivered by any means to the clerk, who shall forward it to the president of [1 the insolvency court]1 and to the King's Prosecutor. The opinion shall be added to the file.

( 1 )<W 2019-05-02/25 , art. 63, 019; Inwerkingtreding : 31-05-2019>

Art.

379 .[1 The curator or curators referred to in Article XX.122, § 1, of the Code of Economic Law, as well as the persons appointed as curator in application of the same Article XX.122, § 2, shall be appointed on the advice of the supervisor.]1

( 1 )<W 2019-05-02/25 , art. 64, 019; Inwerkingtreding : 31-05-2019>

Art.

379/1 .[1 § 1. Without prejudice to [2 Articles XX.111 to XX.115 of the Code of Economic Law]2, payments, transactions and acts carried out by a credit institution on the day of its bankruptcy declaration, and payments made to such an institution on that day, shall be valid if they precede the time of the bankruptcy declaration judgment or were carried out without knowledge of the bankruptcy of the credit institution. For the purposes of the first paragraph, institutions responsible for the clearing or settlement of payments or financial transactions between credit institutions shall be treated as credit institutions. § 2. The King may extend the application of this article, for the transactions and payments he determines, to other categories of institutions in the financial sector.]1

( 1 )<Ingevoegd bij W 2015-12-18/17 , art. 34, 004; Inwerkingtreding : 08-01-2016> ( 2 )<W 2019-05-02/25 , art. 65, 019; Inwerkingtreding : 31-05-2019>

BOEK VIII. [1

• BELEGGERS- EN DEPOSITO- BESCHERMINGSREGELINGEN]1

---

( 1 )<W 2016-10-25/05 , art. 58, 009; Inwerkingtreding : 01-12-2016>

TITEL I. [1

• Depositobeschermingsregeling]1

---

( 1 )<W 2016-10-25/05 , art. 59, 009; Inwerkingtreding : 01-12-2016>

Art.

379/2 . [1 This Title applies to credit institutions within the meaning of Article 1, § 3, first paragraph, 1°.]1

( 1 )<Ingevoegd bij W 2021-07-11/08 , art. 228, 027; Inwerkingtreding : 06-10-2022>

Art.

380 . Credit institutions established in Belgium must [1, with regard to deposits held in Belgium or in a Member State,]1 participate in a collective deposit guarantee scheme which they finance and which aims to [1 award compensation to certain categories of depositors when bankruptcy has been declared or when the supervisor has taken the decision mentioned in Article 381, second paragraph]1. [1 The deposit guarantee scheme also aims to finance the resolution of credit institutions in accordance with Article 384/1. The resolution authority, after consulting the Guarantee Fund, shall determine the amount for which the deposit guarantee scheme is liable. The financial resources of this deposit guarantee scheme may also be used to finance measures to secure depositors' access to guaranteed deposits in the event of the bankruptcy of the credit institution concerned. The King shall determine the modalities and conditions for taking such measures.]1 The first paragraph shall not apply to branches of credit institutions subject to another Member State. It shall not apply either to branches of credit institutions subject to a third country whose obligations are covered by a deposit guarantee scheme of that state in a manner at least equivalent to that of the corresponding Belgian deposit guarantee scheme [2, with regard to covered assets and the established coverage level]2. The Guarantee Fund shall manage and carry out the operations of the deposit guarantee scheme. [1 Depositors at branches established in Belgium by credit institutions subject to the law of another Member State shall be informed and reimbursed by the Guarantee Fund on behalf of and in accordance with the instructions of the deposit guarantee scheme of that other Member State.]1 [1 The Guarantee Fund shall carry out tests on its deposit guarantee scheme at least every three years and, if necessary, more frequently. The first test shall take place no later than 3 July 2017.]1

( 1 )<W 2016-04-22/02 , art. 4, 007; Inwerkingtreding : 12-05-2016> ( 2 )<W 2016-10-25/05 , art. 60, 009; Inwerkingtreding : 01-12-2016>

Art.

381 . The supervisor shall inform the Guarantee Fund [1 as soon as possible]1 if it encounters problems likely to lead to the intervention of this [3 deposit guarantee scheme]3. Except in cases where bankruptcy has been declared, the supervisor shall take the decision [1 establishing that [2 a credit institution referred to in Article 380]2, for reasons directly related to its financial position, is currently unable to repay deposits and does not appear to be able to do so in the foreseeable future]1. This finding shall take place [1 as soon as possible and in any case]1 no later than five working days after it is first established that a credit institution has failed to repay a due and payable deposit. [1 The Guarantee Fund shall ensure that the repayable amount is available within a period of seven working days from the date of the decision referred to in the second paragraph, or the date of the bankruptcy judgment of the credit institution. The King may allow a longer repayment period, which may not exceed three months if the depositor is not the owner of the amounts on the account. The King may also defer repayment if it is uncertain whether a person is entitled to receive a repayment, if the deposit is the subject of a legal dispute or restrictive measures by national governments or international bodies, if no transaction has taken place with regard to the deposit in the past 24 months, if the repayable amount is deemed to be part of a temporary high balance, or if the repayable amount is to be paid by the [3 deposit guarantee scheme]3 of the home Member State.]1 [1 The credit institution or, if it is bankrupt, the curator shall at all times and at the request of the Guarantee Fund communicate all data that the Guarantee Fund needs to repay the deposits, including the markings in accordance with Article 381/1 and the total amount of eligible deposits of each depositor.]1 The King may determine the detailed rules for the exchange of data between the credit institution or curator, on the one hand, and the Guarantee Fund, on the other hand. If doubts arise as to the accuracy of the data received by the Guarantee Fund in application of the fourth paragraph, the credit institution or the curator shall check it at the request of the Guarantee Fund and, if necessary, communicate the improved data to the Guarantee Fund.

( 1 )<W 2016-04-22/02 , art. 5, 007; Inwerkingtreding : 12-05-2016> ( 2 )<W 2016-10-25/05 , art. 61, 009; Inwerkingtreding : 01-12-2016> ( 3 )<W 2017-12-05/04 , art. 98, 015; Inwerkingtreding : 28-12-2017>

Art.

381/1 . [1 Credit institutions shall mark eligible deposits in such a way that those deposits can be immediately identified. The detailed rules for marking shall be determined by the King.]1

( 1 )<Ingevoegd bij W 2016-04-22/02 , art. 6, 007; Inwerkingtreding : 12-05-2016>

Art.

382 .[1 The deposit guarantee scheme established by the Guarantee Fund provides, up to a maximum amount of 100,000 euros per depositor and per institution participating in this scheme, for the repayment of deposits, regardless of the currency in which they are expressed. The King shall adjust this amount in order to bring it into line with the amount established by the European Commission to take into account inflation in the European Union. In addition to the first paragraph, the following deposits shall enjoy protection of more than 100,000 euros for a period determined by a Royal Decree discussed in the Council of Ministers, of at least three months and at most twelve months after crediting the amount or from the time when those deposits can legally be transferred: a) deposits resulting from real estate transactions regarding private homes; b) deposits related to certain life events of a depositor and which serve the social objectives designated by a Royal Decree discussed in the Council of Ministers. c) deposits based on the payout of insurance benefits or compensation for damages due to criminal activities or wrongful conviction and which serve the objectives designated by a Royal Decree discussed in the Council of Ministers. The King shall determine by a decision discussed in the Council of Ministers the amount, modalities and conditions for granting this additional protection per category of deposits falling under the previous paragraph.]1

( 1 )<W 2016-04-22/02 , art. 7, 007; Inwerkingtreding : 12-05-2016>

Art.

383 . The King shall determine what information credit institutions must provide to depositors regarding the coverage of their funds under the aforementioned scheme. [1 [2 The use in the context of advertising of the information]2 referred to in the first paragraph is limited to the mere mention of the deposit guarantee scheme that provides a guarantee for the product to which the advertising relates. The King may allow the communication of additional information. The FSMA shall supervise compliance with this article and the decisions taken to implement it. For the exercise of this supervisory task, it shall have the powers referred to in Articles 34, § 1, 1°, 35, §§ 1 and 2, 36, 36bis and 37 of the Act of 2 August 2002.]1

( 1 )<W 2016-04-22/02 , art. 8, 007; Inwerkingtreding : 12-05-2016> ( 2 )<W 2021-07-11/08 , art. 229, 027; Inwerkingtreding : 23-07-2021>

Art.

384 . <Opgeheven bij W 2016-04-22/02 , art. 9, 007; Inwerkingtreding : 12-05-2016>

Art.

384/1 . [1 § 1. When the resolution authority takes a resolution measure and to the extent that that measure guarantees that depositors continue to have access to their deposits, the Guarantee Fund shall contribute in cash to the financing of the resolution in the following cases: 1° when the internal bail-in instrument is applied, for the amount that would be written off from guaranteed deposits to absorb the losses of the credit institution in accordance with Article 267/1, § 1, 1°, if the guaranteed deposits would fall within the scope of the internal bail-in; or 2° when one or more other resolution instruments than the internal bail-in are used, for the amount of losses that insured depositors would have suffered if they had suffered losses proportional to the losses of creditors with equal priority in the event of concurrent creditors. The contribution of the Guarantee Fund referred to in the first paragraph shall be determined on the basis of the valuation referred to in Articles 246 to 248 and may not be greater than the losses it would have had to bear if the credit institution had been liquidated according to a liquidation procedure. If a valuation in accordance with Article 283 establishes that the contribution of the Guarantee Fund to the financing of the resolution was greater than the net losses it would have suffered in the context of a liquidation according to a liquidation procedure, the Guarantee Fund shall be entitled to payment of the difference in accordance with Article 284. § 2. When eligible deposits at a credit institution in resolution are transferred via the business sale instrument or the bridge institution instrument, depositors shall have no claim against the Guarantee Fund with regard to any part of their deposits at the credit institution in resolution that has not been transferred, if the amount of the transferred funds is equal to or greater than the total coverage level established in Article 382. § 3. When the available financial resources of the Guarantee Fund are used in accordance with paragraphs 1 and 2 and are subsequently reduced to less than two thirds of the target amount determined by the King, the normal contribution to the deposit guarantee schemes shall be set at a level that makes it possible to reach the target amount within six years. § 4. The Guarantee Fund may in no case contribute to the financing of the resolution for an amount per intervention that is greater than 50% of the target level referred to in paragraph 3.]1

( 1 )<Ingevoegd bij KB 2015-12-18/19 , art. 29, 003; Inwerkingtreding : 01-01-2016>

Titel II.

• [1 Beleggersbeschermingsregeling"]1

---

( 1 )<Ingevoegd bij W 2016-10-25/05 , art. 62, 009; Inwerkingtreding : 01-12-2016>

Art.

384/2

1. Every credit institution established in Belgium must participate in a collective investor protection scheme to which it contributes and which aims to award compensation to certain categories of investors when the bankruptcy of such an institution has been declared or when the supervisor has taken the decision referred to in Article 384/3, second paragraph, with regard to such an institution.

The first paragraph does not apply to branches of credit institutions subject to the law of another Member State. It does not apply either to branches of credit institutions subject to the law of a third country, the obligations of which are covered by an investor protection scheme of that country at least to an equivalent extent as under the scheme referred to in the first paragraph, with regard to the covered assets and the established coverage level.

The Guarantee Fund manages and carries out the operations of the investor protection scheme.

(1) <Inserted by Act 2016-10-25/05, art. 62, 009; Entry into force: 01-12-2016>

Art. 384/3.

[2 § 1.]

2 [1 The supervisor informs the Guarantee Fund as soon as possible in the event that he comes across problems that are likely to lead to the intervention of the investor protection scheme.

Except in cases where bankruptcy has been declared, the supervisor takes the decision establishing that a credit institution referred to in Article 384/2, for reasons directly related to its financial position, does not appear to be able to meet its obligations to investors to repay the financial instruments held for their account or owed by the credit institution, and that the credit institution will not be able to do so in the foreseeable future. This determination is made as soon as possible and in any event no later than five working days after it is first established that the credit institution has failed to repay a financial instrument.

The Fund ensures the compensation referred to in Article 384/4 within three months after the investor's claim has been accepted and the amount of that claim has been determined. The supervisor may extend this period by up to three months. This extension may only be granted in very exceptional circumstances and in specific cases.

The credit institution, or, if it is bankrupt, the trustee, shall at all times and at the request of the Guarantee Fund communicate all data that the latter needs in order to award the compensation referred to in Article 384/4 to the investors. The King may determine the detailed rules for the exchange of data between the credit institution or trustee, on the one hand, and the Guarantee Fund, on the other hand.

If doubts arise as to the accuracy of the data received by the Guarantee Fund in implementation of the previous paragraph, the credit institution or the trustee shall review it at its request and, if necessary, communicate the corrected data to the Guarantee Fund.]

1 [ 2 § 2. For credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, the first, third, fourth and fifth paragraphs of paragraph 1 also apply to the compensation in the context of the cash deposits component referred to in Article 384/4, second paragraph.

For credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, the Bank, except in cases where bankruptcy has been declared, takes the decision establishing that a credit institution referred to in Article 384/2, for reasons directly related to its financial position, does not appear to be able to repay the cash deposits or meet its obligations to investors to repay the financial instruments held for their account or owed by the credit institution, and that the credit institution will not be able to do so in the foreseeable future. This determination is made as soon as possible and in any event no later than five working days after it is first established that the credit institution has failed to repay due and payable cash deposits or a financial instrument.]

2

(1) <Inserted by Act 2016-10-25/05, art. 62, 009; Entry into force: 01-12-2016> (2) <Act 2021-07-11/08, art. 230, 027; Entry into force: 06-10-2022>

Art. 384/4.

[1 Without prejudice to any deductibles in accordance with European law, the investor protection scheme established by the Guarantee Fund provides, up to a maximum amount of 20,000 euros per investor and per credit institution participating in this scheme, for compensation for non-repayment of financial instruments held for the account of the investors or owed by the credit institution, regardless of the currency in which the financial instruments are expressed.]

1 [ 2 For credit institutions within the meaning of Article 1, § 3, first paragraph, 2°, the financial instruments component of the investor protection scheme established by the Guarantee Fund referred to in the first paragraph is supplemented with a cash deposits component of the investor protection scheme established by the Guarantee Fund, which provides, up to a maximum amount of 100,000 euros per investor and per credit institution participating in this scheme, for the repayment of cash deposits held for the account of the investors and intended for the acquisition of financial instruments, for investment in structured deposits or for repayments, regardless of the currency in which they are expressed, on condition that these cash deposits are not already covered by the deposit protection scheme referred to in Articles 379/2 to 384/1.]

2

(1) <Inserted by Act 2016-10-25/05, art. 62, 009; Entry into force: 01-12-2016> (2) <Act 2021-07-11/08, art. 231, 027; Entry into force: 06-10-2022>

Art. 384/5.

[1 The King determines what information credit institutions must provide to investors regarding the coverage of their funds under the aforementioned scheme.

[ 2 The use in advertising of the information referred to in the first paragraph is limited to the mere mention of the investor protection scheme that provides a guarantee for the financial instruments or, in the case of a credit institution within the meaning of Article 1, § 3, first paragraph, 2°, for the cash deposits to which the advertising relates.]

2 The FSMA supervises compliance with this article and the decisions taken to implement it. For the execution of this task, it has the powers referred to in Articles 34, § 1, 1°, 35, §§ 1 and 2, 36, 36bis and 37 of the Act of 2 August 2002.]

1

(1) <Inserted by Act 2016-10-25/05, art. 62, 009; Entry into force: 01-12-2016> (2) <Act 2021-07-11/08, art. 232, 027; Entry into force: 06-10-2022>

Art. 384/6.

[1 The Guarantee Fund takes the necessary measures and arrangements to enable the branches of credit institutions subject to the law of another Member State to participate in the investor protection scheme it manages, in order to, within the limits of this scheme, supplement the guarantees provided by the scheme to which the institution participates in its home state.

If the branch that has used the possibility of the first paragraph does not comply with its obligations towards the investor protection scheme, the Guarantee Fund, in cooperation with the supervisor, addresses itself to the competent authority that granted the license to the credit institution to which the branch belongs. If the situation is not remedied within twelve months, the Guarantee Fund may, on the unanimous advice of this authority, exclude the branch after a notice period of twelve months. The term obligations prior to exclusion remain covered by the protection scheme until they expire. The other funds held prior to exclusion remain covered for another twelve months. Investors are informed by the branch or, if not, by the supervisor of the expiry of the coverage.]

1

(1) <Inserted by Act 2016-10-25/05, art. 62, 009; Entry into force: 01-12-2016>

BOOK IX.

• FINAL, AMENDING, TRANSITIONAL AND REPEALING PROVISIONS

TITLE I.

• Final provisions and miscellaneous provisions

Art. 385. For the application of Articles 1 and 5 of this law, the King may establish the criteria on the basis of which the public character of the operations referred to in these provisions can be determined.

Art. 386. By a decision discussed in the Council of Ministers, taken on the advice of the resolution authority, the King may take all useful measures to organize the financing schemes necessary for the effective application of the instruments and resolution powers by the resolution authority.

Art. 387. By a decision discussed in the Council of Ministers, taken on the advice of the resolution authority, the King may extend the application of all or part of the provisions of Book II, Title II, Chapter VII and of Titles IV and VIII to financial holdings and mixed financial holdings and establish the detailed rules thereof.

Art. 388. The powers granted to the King in Articles 386 and 387 expire on 31 December 2015. Royal decrees taken pursuant to Articles 386 or 387 may amend, supplement, replace or repeal the legally binding provisions in force. These decrees are automatically repealed if they are not ratified by law within twelve months following their publication in the Belgian State Gazette.

Art. 389. § 1. Secured deposits and the claims of the Guarantee Fund against a credit institution, in principal, interest and ancillary costs, are privileged on all movable property of this credit institution. The privilege referred to in the first paragraph takes rank immediately after the privileges referred to in Article 19, 4° nonies, of the Mortgage Act of 16 December 1851. § 2. For the part that exceeds the coverage level determined in Article 382, the eligible deposits of natural persons and of small and medium-sized enterprises are privileged on all movable property of the credit institution. The privilege referred to in the first paragraph takes rank immediately after the privilege referred to in paragraph 1. For the application of the first paragraph, small and medium-sized enterprises are enterprises whose annual turnover does not exceed 50 million euros.

Art. 389/1.

[1 [ 3 When a liquidation procedure is opened with regard to an entity referred to in Article 424, the following creditors may simultaneously assert claims in the distribution in proportion to their admitted claims, taking rank after the creditors who are holders of real securities or privileges] 3 : 1° in the first place, the unsecured creditors who are not listed in 2° ; 2° in the second place, the unsecured creditors who are holders of debt instruments : a) [ 2 which do not contain embedded derivatives and are not derivatives themselves. Debt instruments with a variable interest rate derived from a widely used reference interest rate and debt instruments that are not denominated in the national currency of the issuer, provided that principal, repayment and interest are expressed in the same currency, may not be considered solely on the basis of these characteristics as debt instruments containing embedded derivatives;] 2 ; b) the original maturity of which is not less than one year; and c) on condition that the rules governing their issuance determine that the claim is an unsecured claim in accordance with point 2°, for the principal and interest owed to them by virtue of those debt instruments;] 1 [ 3 3° in the third place, the subordinated creditors; 4° in the fourth place, the creditors who are holders of equity instruments, including instruments that are only partially recognized as an equity instrument, which are treated in their entirety as debts arising from an equity instrument. For the application of this point 4°, only instruments that constitute equity instruments at the time of the opening of the liquidation procedure are treated as debts arising from an equity instrument, notwithstanding any contractual clause to the contrary.] 3 [ 3 For the application of this article, "debt instruments" means bonds and other forms of transferable debt and instruments that create or acknowledge a debt.] 3

(1) <Inserted by Act 2017-07-31/11, art. 29, 011; Entry into force: 11-08-2017> (2) <Act 2018-07-30/10, art. 102, 017; Entry into force: 20-08-2018> (3) <Act 2021-07-11/08, art. 233, 027; Entry into force: 23-07-2021>

TITLE II.

• Amending provisions

Art. 390. With effect from 4 November 2014, Article 11, § 2 is replaced as follows: "§ 2. If the Bank does not take into account the advice of the FSMA on the matters referred to in paragraph 1, first paragraph, this is stated with the reasons for the deviation in its decision to refuse the license or in the draft decision which it communicates to the European Central Bank in application of the SSM Regulation. The aforementioned advice of the FSMA on point 1° of paragraph 1, first paragraph is attached to the notification of the Bank's decision to refuse the license or to its draft decision on the license application, as well as to the final decision of the European Central Bank."

Art. 391. With effect from 4 November 2014, Article 12 is replaced as follows: "Art. 12. The supervisor expresses itself on the license application within six months after submission of a complete file and no later than within twelve months after receipt of the application. If the Bank considers that the conditions of Section II are met, it communicates a draft decision to the applicant and to the European Central Bank, so that the latter can express itself within the time limits referred to in the first paragraph in application of the SSM Regulation. The Bank may, given the need for sound and prudent management, determine in its draft decision that the license for the exercise of certain of the intended activities is subject to conditions. If the Bank considers that the conditions of Section II are not met, it refuses the license. The Bank communicates its decision to refuse the license or the final decision of the European Central Bank within fifteen days by registered letter or letter with acknowledgment of receipt, respecting the time limits referred to in the first paragraph."

Art. 392. With effect from 4 November 2014, Article 47 of this law is replaced as follows: "Art. 47. The Bank sends the candidate acquirer a written acknowledgment of receipt promptly and in any event within two working days after receipt of the notification and all information referred to in Article 46, as well as after the possible later receipt of the information referred to in the third paragraph. It states therein the date on which the assessment period expires. The Bank simultaneously informs the European Central Bank. The assessment period available to the European Central Bank to take the decision referred to in paragraph 3 amounts to a maximum of sixty working days calculated from the date of the acknowledgment of receipt of the notification and of all documents required in accordance with the list referred to in Article 46, second paragraph. The Bank may, on its own initiative or when requested by the European Central Bank, during the assessment period, but not after the fiftieth working day thereof, request additional information necessary to complete the assessment. This request is made in writing and states which additional information is needed. The Bank immediately communicates the additional information thus received to the European Central Bank. The assessment period is interrupted from the date of the Bank's request for information until the receipt of an answer thereto from the candidate acquirer. The interruption lasts a maximum of twenty working days. Although the Bank is free, after the expiry of the deadline established in accordance with the previous paragraph, to formulate additional requests for information to complete or clarify, if necessary at the request of the European Central Bank, these requests do not result in an interruption of the assessment period. The Bank may extend the interruption referred to in the fourth paragraph to a maximum of thirty working days: a) if the candidate acquirer is established outside the European Economic Area or is subject to non-Community regulation; or b) if the candidate acquirer is a natural or legal person not subject to supervision pursuant to Directive 2013/36/EU, Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II), or Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments."

Art. 393. With effect from 4 November 2014, Article 48 of this law is replaced as follows: "Art. 48. In assessing the notification and information referred to in Article 46, and the additional information referred to in Article 47, the Bank, with a view to sound and prudent management of the credit institution that is the target of the intended acquisition and taking into account the probable influence of the candidate acquirer on the credit institution, assesses the suitability of the candidate acquirer and the financial soundness of the intended acquisition against all criteria referred to in Article 18, second paragraph. During the assessment period referred to in Article 47 and no later than 15 working days before the end of that period, the Bank addresses a draft reasoned decision to the European Central Bank to either oppose or not oppose the intended acquisition. The opposition may only be based on well-founded grounds to assume, on the basis of the criteria of Article 18, second paragraph, that the candidate acquirer is not suitable to ensure sound and prudent management of the credit institution, or on the fact that the information provided by the candidate acquirer is incomplete. If the European Central Bank decides to oppose the intended acquisition following the Bank's proposal, it notifies the candidate acquirer thereof in writing within two working days and without exceeding the assessment period. At the request of the candidate acquirer, a suitable reasoning of the decision may be made publicly accessible. If the European Central Bank has not opposed the intended acquisition within the assessment period, it is deemed to have been approved. The European Central Bank may set a maximum deadline for the completion of the intended acquisition and extend this deadline if necessary."

Art. 394. With effect from 4 November 2014, Article 49 of this law is replaced as follows: "Art. 49. For the performance of the assessment referred to in Article 48, the Bank cooperates in close consultation with every other competent authority involved or, as the case may be, in consultation with the FSMA, if the candidate acquirer is one of the following persons or institutions: a) a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an AICB manager or a management company of undertakings for collective investment in transferable securities licensed according to the law of another Member State, or, as the case may be, by the FSMA; b) the parent undertaking of one of the undertakings referred to in provision a); c) a natural or legal person who has control over one of the undertakings referred to in provision a). To this end, the Bank exchanges with these authorities as soon as possible all information that is relevant or of essential importance for the assessment. In this regard, it provides all relevant information upon request and all essential information on its own initiative. In the cases referred to in the first paragraph, the Bank always states in its draft decision the possible opinions or objections of the competent authority responsible for the candidate acquirer or, as the case may be, of the FSMA. These opinions or objections are also stated in the decision of the European Central Bank."

Art. 395. With effect from 4 November 2014, Article 53 of this law is replaced as follows: "Art. 53. As soon as they become aware thereof, credit institutions notify the Bank of acquisitions or disposals of their shares that result in an increase above or decrease below one of the thresholds referred to in Article 46. They also immediately communicate to the Bank all information of which they have knowledge and which may have an influence on the situation of their shareholders or partners with regard to the assessment criteria referred to in Article 18, second paragraph. This information obligation also applies to the persons referred to in Article 9. The Bank communicates this information to the European Central Bank. Under the same conditions, they communicate to the Bank at least once a year the identity of the shareholders or partners acting alone or in concert who directly or indirectly hold a qualifying holding in their capital, as well as what share of capital and how many voting rights they thus hold. They also communicate to the Bank for how many shares and for how many voting rights attached thereto they have received a notification of acquisition or disposal in accordance with Article 515 of the Companies Code, in the event that such notification is not statutorily prescribed to the Bank."

396 .With effect from 4 November 2014, Article 54 of this Act is replaced as follows: "Art. 54. If the supervisor has grounds to believe that the influence of a natural or legal person who directly or indirectly holds a qualified participation in a credit institution may hinder the sound and prudent management of that credit institution, he may, without prejudice to the other measures provided for in this Act: 1° suspend the exercise of the voting rights attached to the shares held by the shareholder or partner concerned; he may, at the request of any interested party, allow the measures he has ordered to be lifted; his decision is brought to the knowledge of the shareholder or partner concerned in the most appropriate manner; his decision is enforceable once it has been brought to their knowledge; the supervisor may make his decision public; 2° summon the shareholder or partner concerned to transfer the shareholder rights in his possession within the period he determines. If they are not transferred within the set period, the supervisor may order the shareholder rights to be sequestered at the institution or with the person he determines. The sequestration brings this to the knowledge of the credit institution, which amends the register of registered shares accordingly and accepts the exercise of the rights attached thereto solely from the sequestrator. The sequestrator acts in the interest of the sound and prudent management of the credit institution and in the interest of the holder of the sequestered shareholder rights. He exercises all rights attached to the shares. The amounts that the sequestrator collects as dividends or otherwise are only transferred to the aforementioned holder if he has complied with the summons referred to in the first paragraph, 2°. To subscribe to capital increases or other securities conferring or not conferring voting rights, to choose for dividend payments in shares of the company, to accept public takeover or exchange offers, and to pay up unpaid shares, the consent of the aforementioned holder is required. The shareholder rights acquired in the context of such transactions are automatically added to the aforementioned sequestration. The remuneration of the sequestrator is determined by the supervisor and paid by the aforementioned holder. The sequestrator may deduct this remuneration from the amounts deposited with him in his capacity as sequestrator or deposited by the aforementioned holder in anticipation of or after the execution of the transactions mentioned above. If, after the expiry of the period determined in accordance with the first paragraph, 2°, first sentence, voting rights were exercised by the original holder or by another person, other than the sequestrator, acting on behalf of that holder, despite a suspension of their exercise in accordance with the first paragraph, 1°, the [1 enterprise court] 1 of the judicial district where the company has its registered office may, at the request of the supervisor, declare all or part of the decisions of the general meeting null and void if the presence or majority quorum required for the said decisions would not have been reached without the unlawfully exercised voting rights.".

( 1 )<W 2018-04-15/14 , art. 252, 021; Entry into force: 01-11-2018>

Art.

397 . On the date of entry into force of Articles 40, 41, 43, 49, 50 and 51 of Directive 2013/36/EU in accordance with Article 151 of that Directive, Article 157, paragraph 1 is replaced as follows: " § 1. When the competent authorities of another Member State where a Belgian credit institution has established a branch or is providing services as referred to in Article 4, in the context of the free provision of services, inform the supervisor that the Belgian statutory provisions established with the application of Directive 2013/36/EU or Regulation No. 575/2013 are not being complied with or that there is a significant risk of non-compliance, the supervisor shall take all appropriate measures as soon as possible, in particular those referred to in Articles 234 to 236, or have them taken, to ensure that this irregular situation is remedied. The supervisor shall promptly communicate these measures to the competent authority of the host Member State.".

Art.

398 . On the date of entry into force of Articles 40, 41, 43, 49, 50 and 51 of Directive 2013/36/EU in accordance with Article 151 of that Directive, Article 158 is replaced as follows: "Art. 158. § 1. In order to supervise the activities of credit institutions exercised in other Member States through a branch, the supervisor shall work closely with the competent authority of the host Member State. The supervisor shall provide the competent authority of the host Member State with all information concerning the management and ownership of the credit institutions concerned that can facilitate the supervision of these credit institutions and the examination of the conditions for granting a license to those credit institutions, as well as all information that can facilitate the monitoring of these credit institutions, in particular in the areas of liquidity, solvency, deposit guarantee, limitation of large exposures, other factors that may affect the systemic risk they form, administrative and accounting organization, and internal control mechanisms. § 2. The supervisor shall immediately provide the competent authority of the host Member State with all information and findings regarding liquidity supervision exercised in accordance with Articles 412 to 414 of Regulation No. 575/2013, Articles 149, 151, 234, § 2 and Article 8 of Annex I to this Act, on the activities carried out by a Belgian credit institution through its branches, insofar as that information and those findings are relevant for the protection of depositors or investors in the host Member State concerned. § 3. The supervisor shall immediately inform the competent authority of the host Member State if a liquidity stress occurs or if it is reasonably expected that a liquidity stress will occur. This notification shall also include further details on the planning and implementation of a recovery plan and on all prudential supervisory measures taken in that regard. § 4. At the request of the competent authority of the host Member State, the supervisor shall communicate and explain how the information and findings communicated by the competent authority of the host Member State were taken into account. If the supervisor disagrees with the measures that must be taken by a competent authority of the host Member State to prevent further infringements in order to protect the interests of depositors, investors and other persons for whom services are provided or to safeguard the stability of the financial system, he may refer the matter to the European Banking Authority in accordance with Article 19 of Regulation No. 1093/2010. § 5. The supervisor may also refer situations in which a request for cooperation, in particular a request for the exchange of information, has been refused or not honored within a reasonable period to the European Banking Authority in accordance with Article 19 of Regulation No. 1093/2010.".

Art.

399 . On the date of entry into force of Articles 40, 41, 43, 49, 50 and 51 of Directive 2013/36/EU in accordance with Article 151 of that Directive, the following amendments are made to Article 161: 1° in paragraph 1, first sentence, the words "to facilitate the reaching of a joint decision on the designation of a branch as significant in accordance with Article 159 and the exchange of information" are replaced by the words "to facilitate cooperation under Articles 158 and 160"; 2° in paragraph 2, the words "as referred to in Article 156, § 2 as well as with the obligations referred to in Article 160" are replaced by the words "as referred to in Articles 134, § 2 and 156, § 2 as well as with the obligations referred to in Article 160".

Art.

400 . In Article 233, first and second paragraphs, the word "supervisor" is replaced by the words "European Central Bank" with effect from 4 November 2014.

Art.

401 . In Article 236, § 1, 6° and § 6, the word "supervisor" is replaced by the words "European Central Bank" with effect from 4 November 2014.

Art.

402 . In Article 239, § 1, 1° and § 2, 5°, the word "supervisor" is replaced by the words "European Central Bank" with effect from 4 November 2014.

Art.

403 . On the date of entry into force of Articles 40, 41, 43, 49, 50 and 51 of Directive 2013/36/EU in accordance with Article 151 of that Directive, Article 325 is replaced as follows: "Art. 325. After consulting the competent authority of the home Member State, the supervisor may, on a case-by-case basis, carry out on-site controls and inspections regarding the activities of the branches referred to in Article 312 and, for supervisory purposes, request information from the branches about their activities, if he considers this relevant for reasons of stability of the Belgian financial system. After these controls and inspections, the supervisor shall inform the competent authority of the home Member State of the information and findings obtained that are relevant for the assessment of the risks of the institution or for the stability of the Belgian financial system.".

Art.

404 . On the date of entry into force of Articles 40, 41, 43, 49, 50 and 51 of Directive 2013/36/EU in accordance with Article 151 of that Directive, the following amendments are made: 1° in Article 315, paragraph 2 is repealed; 2° in Article 329, paragraph 6 is repealed; 3° in Article 329, § 5, the words "referred to in Articles 315, § 2 and 317" are replaced by the words "referred to in Article 317"; 4° in Article 329, § 7, which becomes paragraph 6, the words "with the application of paragraphs 2 to 6" are replaced by the words "with the application of paragraphs 2 to 5".

Art.

405 . In Article 367, the word "supervisor" is replaced by the words "European Central Bank" with effect from 4 November 2014.

TITLE III.

• Transitional Provisions

Art.

406 . Credit institutions that are included in the list of credit institutions referred to in Article 13 of the Act of 22 March 1993 on the status and supervision of credit institutions on the date of entry into force of this Act, obtain by operation of law a license for the purposes of this Act. Credit institutions subject to a Member State and included in the lists referred to in Articles 65 and 66 of the Act of 22 March 1993 on the status and supervision of credit institutions, are by operation of law included in the list referred to in Articles 312, § 2 and 314. Representative offices of foreign credit institutions that are registered in accordance with Article 85, first paragraph of the Act of 22 March 1993 on the status and supervision of credit institutions, are by operation of law registered in accordance with this Act.

Art.

407 . § 1. The Royal Decrees and regulations of the Bank and all other regulatory acts established in implementation of the Act of 22 March 1993 on the status and supervision of credit institutions remain applicable to the extent that the provisions of this Act provide for the general or specific legal authorizations necessary for these regulatory acts and that their content is not contrary to this Act. § 2. The authorizations and derogations granted by the Bank and all acts of individual scope previously established on the basis of the aforementioned Act of 22 March 1993 on the status and supervision of credit institutions or of the regulatory acts established for its implementation, remain valid, unless they are revoked or modified in accordance with this Act.

Art.

408 . Article 20, § 1, 3° is only applicable with regard to final administrative penalties imposed after the entry into force of this Act.

Art.

409 . Without prejudice to Article 26, credit institutions that hold a license on the date of entry into force of this Act must establish a management committee that complies with Articles 24 or 25 at the latest by 1 January 2016.

Art.

410 . Loans, credits or guarantees granted before the entry into force of this Act that do not comply with the provisions of Article 72, § 2, must be terminated at the latest by 1 January 2016.

Art.

411 . Article 1 of Annex II is only applicable with regard to performances delivered from 1 January 2014.

Art.

412 .For the period from the date of entry into force of this Act to 31 December 2018, Article 1 of Annex IV applies according to the modalities determined in this article. The percentage of the tier 1 core capital conservation buffer, expressed as a percentage of the total amount of the risk exposure of a credit institution, calculated in accordance with [1 Article 92, paragraph 3 of Regulation No. 575/2013] 1 , is equal to:

1. 0 % for the period from the date of entry into force of this Act to 31 December 2015;
2. 0.625 % for the period from 1 January 2016 to 31 December 2016;
3. 1.25 % for the period from 1 January 2017 to 31 December 2017;
4. 1.875 % for the period from 1 January 2018 to 31 December 2018.

---

( 1 )<W 2015-12-18/17 , art. 35, 004; Entry into force: 08-01-2016>

Art.

413 .The Articles 13 and 14 of Annex IV enter into force on 1 January 2016, subject to the following modalities:

1. on 1 January 2016, the [1 institutions] 1 must comply with 25 % of the requirement established in accordance with Article 13, § 2 of Annex IV;
2. on 1 January 2017, the [1 institutions] 1 must comply with 50 % of the requirement established in accordance with Article 13, § 2 of Annex IV;
3. on 1 January 2018, the [1 institutions] 1 must comply with 75 % of the requirement established in accordance with Article 13, § 2 of Annex IV;
4. on 1 January 2019, the [1 institutions] 1 must comply with 100 % of the requirement established in accordance with Article 13, § 2 of Annex IV.

---

( 1 )<W 2015-12-18/17 , art. 36, 004; Entry into force: 08-01-2016>

Art.

414 . Articles 18 to 20 of Annex IV enter into force on 1 January 2015. Until 31 December 2014, if the percentage referred to in Article 17, § 1 of Annex IV is set or brought to a percentage between 3 and 5 %, without that percentage exceeding 5 %, the Bank may only finalize the establishment of the regulation referred to in Article 16, § 1 of Annex IV if the European Commission adopts an implementing act authorizing the Bank to take this measure.

Art.

415 . Legal persons who exercise a function as a member of the statutory governing body of a credit institution on the date of entry into force of this Act may continue to exercise their current mandate until it expires. Until the expiration of the mandates referred to in this article, Article 19, § 1, second paragraph applies to the permanent representative of the legal person.

Art.

416 . The obligation to draw up a recovery plan as referred to in Article 108 must be fulfilled within a period of fifteen months calculated from the entry into force of this Act. By way of exception, credit institutions that have already drawn up and communicated a recovery plan to the Bank before the entry into force of this Act have a period of six months calculated from the entry into force of this Act to comply with the obligation to draw up a recovery plan in accordance with Article 108.

Art.

417 . The resolution authority shall submit to the Minister of Finance before 31 December 2015 a report on the progress made in drawing up resolution plans and removing obstacles to resolvability as referred to in Articles 226 to 232.

Art.

418 .[1 § 1. In derogation of Article 267/3, the resolution authority determines suitable transition periods, ending at the latest on 1 January 2024, for credit institutions and entities as referred to in Article 424, 2° to 4°, to comply with the requirements in Article 267/5/3 or Article 267/5/4, or with requirements resulting from the application of Article 267/5, §§ 4, 5 or 7, as the case may be. The resolution authority determines intermediate target levels for the requirements referred to in the first paragraph, which credit institutions and entities as referred to in Article 424, 2° to 4°, must meet on 1 January 2022. Those intermediate target levels generally ensure a linear build-up of own funds and eligible liabilities towards those requirements. The resolution authority may, if duly justified and appropriate based on the criteria referred to in paragraph 7, provide for a transition period expiring after 1 January 2024, taking into account the following: 1° the development of the financial situation of the entity; 2° the prospect that the entity will be able to comply with the requirements in the first paragraph within a reasonable time; and 3° whether the entity is able to ensure the replacement of liabilities that no longer meet the criteria for eligibility or the maturity criteria established in Articles 72ter and 72quater of Regulation No. 575/2013 and Article 267/5 or Article 267/5/4, § 2, and if not, that the inability is inherent to the entity or due to market-wide disruption. § 2. Entities to be resolved must meet the minimum level of the requirements referred to in Article 267/5/1, § 4 or § 5 at the latest by 1 January 2022. § 3. The minimum levels of the requirements referred to in Article 267/5/1, § 4 and § 5 are not applicable within the two-year period following the date on which: 1° the resolution authority has applied the internal bail-in instrument; or 2° the entity to be resolved has implemented a private measure referred to in Article 244, § 1, 2°, whereby capital instruments and other liabilities have been written down or converted into tier 1 core capital instruments, or with regard to that entity to be resolved, write-down or conversion powers have been exercised in accordance with Articles 250 or 457, in order to recapitalize the entity to be resolved without applying resolution instruments. § 4. The requirements referred to in Article 267/5, § 4 and § 7, as well as Article 267/5/1, § 4 and § 5, as the case may be, do not apply within the three-year period following the date on which the entity to be resolved or the group to which the entity to be resolved belongs is designated as an MSI, or the date from which the entity to be resolved is in the situation referred to in Article 267/5/1, § 4 or § 5. § 5. In derogation of Article 267/3, the resolution authority determines a suitable transition period to comply with the requirements of Article 267/5/3 or Article 267/5/4 or with a requirement resulting from the application of Article 267/5, § 4, § 5 or § 7, as the case may be, for credit institutions or entities referred to in Article 424, 2° to 4°, with respect to which resolution instruments or the power to write down or convert referred to in Articles 250 or 457 have been applied. § 6. For the purposes of paragraphs 1 to 5, the resolution authority communicates to the credit institution or entity referred to in Article 424, 2° to 4°, a planned minimum requirement for own funds and eligible liabilities for each 12-month period during the transition period, in order to facilitate a gradual build-up of its loss-absorption and recapitalization capacity. At the end of the transition period, the minimum requirement for own funds and eligible liabilities is equal to the amount established on the basis of Article 267/5, §§ 4, 5 or 7, Article 267/5/1, §§ 4 or 5, Article 267/5/3 or Article 267/5/4, as the case may be. § 7. In determining a transition period in accordance with this article, the resolution authority takes into account: 1° the predominance of deposits and the lack of debt instruments in the funding model; 2° access to capital markets for eligible liabilities; 3° the extent to which the entity to be resolved must rely on tier 1 core capital to meet the requirement referred to in Article 267/5/3. § 8. Subject to paragraph 1, the resolution authority may later revise the transition period or a planned minimum requirement for own funds and eligible liabilities as communicated under paragraph 6.]1

( 1 )<W 2021-07-11/08 , art. 234, 027; Entry into force: 23-07-2021>

Art.

419 .[1 For the period from the date of entry into force of Article 419/2 to 31 December 2023, the repayment period determined in Article 381, third paragraph is: a) 20 working days for the period from the date of entry into force of Article 419/2 to 31 December 2018; b) 15 working days for the period from 1 January 2019 to 31 December 2020; c) 10 working days for the period from 1 January 2021 to 31 December 2023." The King may, in derogation from the preceding paragraph, determine that the repayment period is shortened to the period mentioned in Article 381, third paragraph before 31 December 2023.]1

( 1 )<W 2016-04-22/02 , art. 10, 007; Entry into force: 31-05-2016>

Art.

419/1 .[1 During the transition period until 31 December 2023 determined in Article 419, the deposit guarantee scheme established by the Guarantee Fund ensures that when the Fund cannot make the repayable amount available within seven working days, depositors gain access within five working days after their request to an appropriate amount of their guaranteed deposits to cover living expenses. This amount may never be higher than the amount of the guaranteed deposits and is deducted from the repayable amount referred to in Article 382. The King determines the amount and the modalities and conditions for the granting of this payment.]1

( 1 )<Inserted by W 2016-04-22/02 , art. 11, 007; Entry into force: 12-05-2016>

Art.

419/2. [1 For the application of Article 382, bonds and other banking debt instruments which, before the date of entry into force of Article 419/2, were guaranteed by the deposit guarantee scheme and which have an original maturity date, are covered by the deposit guarantee scheme until their original maturity date if they were deposited or issued before 2 July 2014. This protection may not lead to an exceedance of the limit set in Article 382, first paragraph, and applies only in respect of depositors who qualified for repayment before the date of entry into force of the provision inserting Article 419/2 into this Act. The King may establish the modalities and conditions for this transitional arrangement.] 1

(1)<Inserted by L 2016-04-22/02, art. 12, 007; Entry into force: 12-05-2016>

Art.

419/3 .[1 For the application of Articles 384/2 to 384/6, the words "the Guarantee Fund" shall be understood as the Protection Fund for deposits and financial instruments acting pursuant to the Act of 17 December 1998 establishing a protection fund for deposits and financial instruments and reorganizing the protection schemes for deposits and financial instruments, up to the date when its tasks are transferred to the Guarantee Fund.] 1

(1)<Inserted by L 2016-10-25/05, art. 64, 009; Entry into force: 01-12-2016>

Art.

420 . Pending the adjustment of the explanatory notes accompanying the annual accounts of credit institutions, credit institutions shall make the following information available, broken down by Member State or by third country in which they are established, on a consolidated basis, no later than 1 July 2014: a) their name, the nature of their activities and their geographical location; b) their turnover; c) the number of employees in full-time equivalents.

Art.

420/1 .[1 Pending the entry into force of Articles 11 to 15 of Annex IV, "domestic systemically important credit institution" means the credit institutions, financial holdings and mixed financial holdings which were previously considered by the Bank as systemically important institutions applying Article 36/3, § 2 of the Act of 22 February 1998 as that provision existed immediately before its amendment by Article 64 of the Act of 25 April 2014 containing various provisions. Furthermore, pending the entry into force of Articles 11 to 15 of Annex IV, the Bank may consider other credit institutions, financial holdings and mixed financial holdings as global systemically important institutions (G-SIIs) or domestic systemically important institutions (D-SIIs) on the basis of the criteria respectively referred to in Articles 13, § 1, and 14, § 1, of Annex IV.] 1

(1)<Inserted by L 2015-12-18/17, art. 37, 004; Entry into force: 08-01-2016>

Art.

420/2 .[1 Until 1 January 2016, the determination of the percentage of the credit institution-specific counter-cyclical Tier 1 capital buffer for relevant risk exposures to counterparties established on Belgian territory, provided for in Article 5 of Annex IV, is an option for the Bank.] 1

(1)<Inserted by L 2015-12-18/17, art. 38, 004; Entry into force: 08-01-2016>

TITLE IV.

• Repeal Provisions

Art.

421 . The Act of 22 March 1993 on the status and supervision of credit institutions is repealed.

BOOK X.

• ENTRY INTO FORCE

Art.

422 .This Act enters into force on the day it is published in the Belgian Official Journal. However, 1° in Article 20, § 1, a) in the provision under 2°, i) the words "or Articles XV.87, 3°, XV.90, 18° and 19°, XV.91, XV.126 and XV.126/1 of Book XV of the Code of Economic Law" enter into force on the respective date of entry into force of the aforementioned provisions of the Code of Economic Law; b) in the provision under 2°, l) the words "or Articles XV.87, 2°, XV.90, 1° to 16°, XV.91, XV.126 and XV.126/1 of Book XV of the Code of Economic Law" enter into force on the respective date of entry into force of the aforementioned provisions of the Code of Economic Law; c) the provision under 3°, b) enters into force on the date determined by Royal Decree; 2° Article 62, paragraph 5, second sentence and paragraph 6, second sentence, enter into force on 1 July 2014; 3° Articles 93, 163, 312, § 1, third paragraph and 313, § 2, enter into force on 4 November 2014; 4° Articles 157, § 3, 160, §§ 3 and 4, and 162, §§ 3 and 4, 321, 323, 327 and 328 enter into force on the date of entry into force of Articles 40, 41, 43, 49, 50 and 51 of Directive 2013/36/EU in accordance with Article 151 of that Directive; 5° Article 336 enters into force one year after the date of publication of this Act in the Belgian Official Journal; 6° Articles 27, 2° and 4°, 29 and 31 enter into force on 31 December 2014; 7° the King, by a decision discussed in the Council of Ministers, establishes the date of entry into force of Article 389 and of each of the provisions of Book II, Title VIII; 8° without prejudice to Article 413, Articles 11 to 15 of Annex IV enter into force on 1 January 2016.

(NOTE: Entry into force of Article 389 and of each of the provisions of Book II, Title VIII, being art. 242 to 311, established on 03-03-2015 by RD 2015-02-22/03, art. 1, 1°)

BOOK XI. [ 1

• RECOVERY AND RESOLUTION OF GROUPS] 1

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(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

TITLE I. [ 1

• Definitions] 1

---

(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

423 .[1 Without prejudice to the definitions referred to in Article 3, for the purpose of this Book and the decisions and regulations taken to implement it, the following terms shall mean: 1° EEA parent credit institution: an EEA parent credit institution [ 2 within the meaning of Article 164, § 2, 3°, and of Articles 574 and 575] 2 ; 2° Belgian EEA parent credit institution: a Belgian EEA parent credit institution [ 2 within the meaning of Article 164, § 2, 4°, and of Articles 574 and 575] 2 ; [ 2 2° /1 EEA parent listed company, a listed company that is not a subsidiary of another listed company or credit institution authorized in another Member State, or of a financial holding or mixed financial holding established in one of the Member States; 2 [ 2 2° /2 parent listed company in a Member State, a listed company that has a listed company, a credit institution or a financial institution as a subsidiary or that has a participation in a listed company, credit institution or financial institution and is itself not a subsidiary of another listed company or credit institution authorized in the same Member State, or of a financial holding or mixed financial holding established in the same Member State; 2 3° financial parent holding in a Member State: a financial parent holding in a Member State within the meaning of Article 164, § 2, 5° ; 4° financial EEA parent holding: a financial EEA parent holding within the meaning of Article 164, § 2, 6° ; 5° Belgian financial EEA parent holding: a Belgian EEA parent holding within the meaning of Article 164, § 2, 7° ; 6° mixed financial parent holding in a Member State: a mixed financial holding in a Member State within the meaning of Article 164, § 2, 8° ; 7° mixed financial EEA parent holding: a mixed financial EEA parent holding within the meaning of Article 164, § 2, 9° ; 8° Belgian mixed financial EEA parent holding: a Belgian mixed financial parent holding within the meaning of Article 164, § 2, 10° ; 9° Belgian EEA parent undertaking: a Belgian EEA parent credit institution, a Belgian financial EEA parent holding or a Belgian mixed financial EEA parent holding; 10° [ 2 EEA parent undertaking: an EEA parent credit institution, an EEA parent listed company, a financial EEA parent holding or a mixed financial EEA parent holding] 2 ; 11° [ 2 parent undertaking in a Member State: a parent credit institution in a Member State, a parent listed company in a Member State, a financial parent holding in a Member State or a mixed financial parent holding in a Member State] 2 ; 12° group: a parent undertaking and its subsidiaries; 13° Belgian group: a group whose parent undertaking is a Belgian EEA parent undertaking; 14° group-level resolution authority: the resolution authority in the Member State where the consolidating supervisor is established; 15° group recovery plan: a plan drawn up with a view to group resolution as referred to in Article 465, § 1; 16° resolution college: a resolution college as referred to in Article 468 or 469; 17° European resolution college: a resolution college as referred to in Article 470; 18° competent authority: the national authority of a Member State empowered by legislative or regulatory provisions to exercise supervision over the holdings and institutions referred to in Article 424, 1°, 2°, 3° and 4° ; 19° appropriate authority: the authority of a Member State that is responsible under the national law of that Member State for determining the elements referred to in Article 250, § 2 and in Article 457, § 1 ; 20° competent ministry: the ministry responsible for finance or another ministry of a Member State designated as the competent ministry pursuant to the national law of that Member State transposing Directive 2014/59/EU; 21° [ 2 ...] 2 .] 1

(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> (2)<L 2016-10-25/05, art. 65, 009; Entry into force: 01-12-2016>

TITLE II. [ 1

• Scope of Application] 1

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(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

424 .[1 To the extent and in the manner specified in this Book, the provisions of Book II, Title II, Chapter VII and of Titles IV and VIII apply to : 1° [ 2 credit institutions subject to the law of a Member State] 2 ; [ 2 1° /1 listed companies subject to the law of a Member State and having a minimum capital of 730,000 euros in accordance with Article 28, paragraph 2 of Directive 2013/36/EU; 2 2° financial holdings, mixed financial holdings and mixed holdings established in the EEA; 3° financial parent holdings in a Member State, financial EEA parent holdings, mixed financial parent holdings in a Member State, mixed financial EEA parent holdings; 4° financial institutions established in the EEA if they are subsidiaries of a credit institution or of an undertaking referred to in point 3° or 4°, and fall under consolidated supervision of the parent undertaking; 5° [ 2 branches of credit institutions or listed companies subject to the law of a third country established in a Member State] 2 .] 1

(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> (2)<L 2016-10-25/05, art. 66, 009; Entry into force: 01-12-2016>

TITLE III. [ 1

• Group Recovery Plans] 1

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(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

CHAPTER I. [ 1

• Drawing up of Group Recovery Plans] 1

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(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

425 .[1 § 1. Each Belgian EEA parent undertaking shall draw up a group recovery plan for the entire Belgian group it leads and notify it to the supervisor, in its capacity as consolidating supervisor. The group recovery plan is aimed at stabilizing the group as a whole or any credit institution of the group if it is in a difficult financial situation, and aims to address or remove the causes of the difficulties and restore the financial position of the group or the credit institution, taking into account the financial position of other group entities. § 2. The group recovery plan contains : 1° the measures that, in light of the objectives referred to in paragraph 1, must be taken at the level of the Belgian EEA parent undertaking, of the subsidiaries, of the group entities referred to in Article 424, 2° and 3° and, if applicable, of significant branches; 2° arrangements to ensure the coordination and consistency of those measures; 3° where appropriate, arrangements for providing financial support within the group, adopted on the basis of an agreement to that effect. § 3. Group recovery plans determine for each scenario whether there are impediments to the implementation of recovery measures within the group, also at the level of each group entity covered by the plan, and whether there are substantial practical or legal impediments to the rapid transfer of equity or to the repayment of assets or liabilities within the group.] 1

(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

426 .[1 § 1. Every group recovery plan contains a framework of qualitative and quantitative indicators of a potential deterioration of the financial position of the credit institutions included in the plan, indicating the moments at which each credit institution included in the plan examines whether corrective measures should be implemented. To this end, the recovery plan determines appropriate procedures for the periodic monitoring of the indicators referred to in the first paragraph as well as for the examination of the corrective measures to be considered, including the escalation procedure to be followed. § 2. For Belgian credit institutions included in a group recovery plan, the indicators referred to in paragraph 1 include a progressive scale of threshold values for the proportion of impaired assets of the credit institution, established by the supervisor [ 2 in accordance with Article 110, § 2, second paragraph] 2 . The group recovery plan states the corrective measures to be considered upon exceeding each of the thresholds. § 3. The Belgian credit institution included in a group recovery plan and the Belgian EEA parent undertaking may, when their statutory governing body deems it appropriate in light of the circumstances: 1° take measures within the framework of the group recovery plan even if the relevant indicator has not been breached; 2° not take measures within the framework of the group recovery plan even if the relevant indicator has been breached. The credit institution or the Belgian EEA parent undertaking shall promptly inform the supervisor of any decision to take a measure within the framework of the implementation of the group recovery plan, and of any decision not to do so despite the fact that the relevant indicator has been breached. § 4. Without prejudice to the other powers conferred on him by this Act, the supervisor may order the Belgian credit institution included in a group recovery plan to take one or more corrective measures included in the group recovery plan if the institution fails to take appropriate measures on its own initiative.] 1

(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> (2)<L 2016-10-25/05, art. 67, 009; Entry into force: 01-12-2016>

Art.

427 .[1 The Belgian EEA parent undertaking updates the group recovery plan referred to in Article 425 at least once a year and in any case after any change in the legal or organizational structure, activities or financial position of the group or the group entities, which could have a significant impact on the plan or require modification thereof. In his capacity as consolidating supervisor, the supervisor may require the Belgian EEA parent undertaking to update its group recovery plan more frequently.] 1

(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

428 .[1 By regulation established pursuant to Article 12bis, § 2 of the Act of 22 February 1998, the Bank may determine the detailed rules regarding : 1° the minimum content of the group recovery plan; 2° the information that must be communicated by the credit institution, the Belgian EEA parent undertaking or the group entities to the supervisor or to another competent authority, where appropriate in its capacity as consolidating supervisor, and the frequency with which this must occur.] 1

(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

429 .[1 § 1. The supervisor may allow a Belgian EEA parent undertaking or a group entity to deviate from the obligations of this Chapter regarding the content of the group recovery plan, the frequency of updating the plan or the information provision by the credit institution or the credit institutions of the group as well as from the deadline set in Article 114, § 2, or in Article 416, insofar as such a deviation is justified in light of the impact that the failure and liquidation of the relevant credit institution or the credit institutions of the group within the framework of a resolution procedure could have on the financial markets, on other credit institutions, on financing conditions and on the economy in general. Hereby, the supervisor takes into account in particular the nature of the activities of the relevant credit institution, its shareholder structure, legal form, risk profile, size, interconnection with other credit institutions or the financial system in general, the perimeter and complexity of its activities and the possible exercise of investment services or activities. The supervisor may withdraw a deviation granted pursuant to the first paragraph at any time. He assesses the necessity and appropriateness of maintaining the granted deviations at least once a year and after a change in the legal or organizational structure, activities or financial position of the relevant credit institution. § 2. The deviations granted pursuant to paragraph 1 may in no case relate to the obligations regarding the progressive scale of threshold values for the proportion of impaired assets, as referred to in Article 110, § 2, second and third paragraphs.] 1 [ 2 § 3. The supervisor informs the EBA of the manner in which he has applied the provisions of this article.] 2

(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> (2)<L 2018-03-11/07, art. 253, 016; Entry into force: 26-03-2018>

CHAPTER II. [ 1

• Assessment of Group Recovery Plans] 1

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(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Section I. [ 1

• Assessment of group recovery plans drawn up by a Belgian EEA parent undertaking] 1

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(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

430 .[1 § 1. The statutory governing body of the Belgian EEA parent undertaking drawing up the group recovery plan in accordance with Article 425 approves the group recovery plan before submitting it to the supervisor, in his capacity as consolidating supervisor. § 2. The Belgian EEA parent undertaking submits its first group recovery plan to the supervisor, in his capacity as consolidating supervisor, within six months from the moment a Belgian group was formed. Subject to what is determined in the third paragraph, the Belgian EEA parent undertaking submits an updated plan to the supervisor within two months following the event giving rise to the obligation to update the plan, provided that the supervisor may extend this period to a maximum of six months. If the event giving rise to the obligation to update the plan is a change in the financial position of the parent undertaking or of a group entity that could significantly affect the plan, the parent undertaking informs the supervisor thereof without delay and submits an updated plan within the period communicated to her by the supervisor. § 3. In his capacity as consolidating supervisor, the supervisor forwards the group recovery plan and any updated group recovery plan to : 1° the authorities participating in the colleges of competent authorities referred to in Article 178; 2° the resolution authority, in her capacity as group-level resolution authority; 3° the resolution authorities of the subsidiaries; 4° the competent authorities of the Member States where significant branches are established, insofar as this is relevant for the branch concerned. These authorities may, within thirty days after receipt of the group recovery plan, address recommendations to the supervisor regarding the measures determined in the plan that could negatively affect the resolvability of the group entities.] 1

(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

431 .[1 As soon as possible after receipt of the group recovery plan, the supervisor, in his capacity as consolidating supervisor, together with the competent authorities of the subsidiaries, and where appropriate after consulting the competent authorities of significant branches, examines the group recovery plan. The assessment covers at least the elements referred to in Article 432 to Article 434.] 1

(1)<Inserted by RD 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

432. [1 The supervisor, in its capacity as consolidating supervisor, and the competent authorities of the subsidiaries, assess whether the group recovery plan meets the requirements set out in Chapter I. In doing so, they evaluate in particular whether the group recovery plan makes it reasonably likely that: 1° the implementation of the measures included in the plan is capable of maintaining or restoring the viability and financial position of the credit institutions or the group, taking into account the preparatory measures that the credit institutions or the Belgian EEA parent undertaking have taken or intend to take; 2° the plan and the various options included therein can be implemented quickly and effectively in situations of financial stress, with significant negative consequences for the financial system being avoided as far as possible, also in scenarios of simultaneous implementation of recovery plans of other credit institutions. In this evaluation, particular attention is paid to the adequacy of the capital and funding structure of the credit institutions, of the group and of the group entities in relation to the degree of complexity of their organizational structure and to their risk profile.] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

433. [1 The supervisor, in its capacity as consolidating supervisor, and the competent authorities of the subsidiaries, assess whether the credit institutions that are part of the group must draw up a recovery plan on an individual basis.] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

434. [1 § 1. If the supervisor, in its capacity as consolidating supervisor, and the competent authorities of the subsidiaries consider that the group recovery plan shows significant shortcomings or that there are significant impediments to its implementation, the supervisor, in its capacity as consolidating supervisor, notifies the Belgian EEA parent undertaking thereof and, after giving it the opportunity to state its views, invites it to submit a revised plan within two months in which the shortcomings or impediments are remedied. The supervisor, in its capacity as consolidating supervisor, and the competent authorities may extend the aforementioned period by a maximum of one month. § 2. If the supervisor, in its capacity as consolidating supervisor, and the competent authorities of the subsidiaries consider that the shortcomings or impediments identified by them have not been properly remedied in the revised plan in accordance with paragraph 1, the supervisor, in its capacity as consolidating supervisor, may order the Belgian EEA parent undertaking to make specific changes to the group recovery plan within thirty days from the notification of this finding to that parent undertaking. § 3. If the Belgian EEA parent undertaking does not comply with the invitation referred to in paragraph 1 within the set period, or if the supervisor, in its capacity as consolidating supervisor, and the competent authorities of the subsidiaries consider that the revised group recovery plan submitted in accordance with paragraph 1 does not remedy the shortcomings or impediments identified by them and it is impossible to remedy them properly by means of a notice in accordance with paragraph 2, the supervisor, in its capacity as consolidating supervisor, notifies the Belgian EEA parent undertaking thereof and requires it to determine within thirty days which changes in the activities of the group can be made to remedy these shortcomings or impediments. § 4. If the supervisor, in its capacity as consolidating supervisor, and the competent authorities of the subsidiaries consider that the changes proposed by the Belgian EEA parent undertaking in application of paragraph 1 do not remedy the shortcomings or impediments identified by them, the consolidating supervisor and the competent authorities of the subsidiaries may, without prejudice to other measures provided for by or under this Act, order the group entities for which they are competent to take any measure they consider necessary and proportionate to put an end to these shortcomings or impediments. The supervisor may specifically order the Belgian EEA parent undertaking or the Belgian credit institutions that are part of the group to take the measures referred to in Article 116, § 2, second paragraph.] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

435.[1 § 1. The supervisor, in its capacity as consolidating supervisor, and the competent authorities of the subsidiaries aim to reach a joint decision on the provisions of Articles 432 to 434 within four months after the communication of the group recovery plan referred to in Article [2 430, § 3,]2. The supervisor may request the assistance of the EBA in accordance with Article 31 of Regulation No. 1093/2010 in reaching a joint decision. § 2. If the competent authorities fail to reach a joint decision within the period referred to in paragraph 1 on the evaluation and assessment of the group recovery plan pursuant to Article 432 or on the application of the measures that the Belgian EEA parent undertaking must take pursuant to Article 434, the following applies: 1° the supervisor, in its capacity as consolidating supervisor, takes a decision itself, taking into account the views and reservations made known by the other competent authorities, and notifies that decision in writing to the Belgian EEA parent undertaking and the other competent authorities; 2° if one of the competent authorities has referred a matter as referred to in Article 437 to the EBA in accordance with Article 19 of Regulation No. 1093/2010 within the period referred to in paragraph 1, the supervisor, in its capacity as consolidating supervisor, postpones its decision and awaits any decision taken by the EBA in accordance with Article 19, paragraph 3, of that Regulation. It takes its decision in accordance with the decision of the EBA. The matter is no longer referred to the EBA after the end of the period referred to in paragraph 1 or after a joint decision has been taken. If the EBA fails to take a decision within one month, the decision of the supervisor, in its capacity as consolidating supervisor, applies. § 3. If the supervisor fails to reach a joint decision together with other competent authorities within the period referred to in paragraph 1 on the provisions of Article 433, or on the application of the measures referred to in Article 434 at the level of the Belgian subsidiaries, the following applies: 1° the supervisor takes a decision itself with regard to the Belgian subsidiaries of the group; 2° if one of the other competent authorities has referred a matter as referred to in Article 437 to the EBA in accordance with Article 19 of Regulation No. 1093/2010 within the period referred to in paragraph 1, the supervisor postpones its decision and awaits any decision taken by the EBA in accordance with Article 19, paragraph 3, of that Regulation. The supervisor takes its decision in accordance with the decision of the EBA. The matter is no longer referred to the EBA after the end of the period referred to in paragraph 1 or after a joint decision has been taken. If the EBA fails to take a decision within one month, the decision of the supervisor applies.] 1 [ 3 § 4. The other competent authorities that are not opposed in accordance with paragraph 3 may reach a joint decision on a group recovery plan that covers the entities in their jurisdictions.] 3

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law W 2017-07-31/11, art. 30, 011; Entry into force: 11-08-2017> ( 3 )<Law W 2017-12-05/04, art. 72, 015; Entry into force: 28-12-2017>

Section II. [ 1

• Assessment of group recovery plans drawn up by an EEA parent undertaking in another Member State] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

436.[1 § 1. In its capacity as competent authority for the supervision of a Belgian credit institution that is a subsidiary of an EEA parent undertaking in another Member State, the supervisor does everything in its power to reach a joint decision as referred to in Article 8, paragraph 2 of Directive 2014/59/EU. The supervisor may request the assistance of the EBA pursuant to Article 31(c) of Regulation No. 1093/2010 in reaching a joint decision. § 2. In the absence of a joint decision as referred to in paragraph 1 on the matters referred to in Article 8, paragraph 3 of Directive 2014/59/EU, the following applies: 1° the supervisor communicates its views and reservations to the consolidating supervisor regarding the decision that the consolidating supervisor intends to take on the matters referred to in Article 8, paragraph 3 of Directive 2014/59/EU; 2° the supervisor may, until the end of the period referred to in Article 8, paragraph 2 of Directive 2014/59/EU and as long as no joint decision has been taken, refer a matter as referred to in Article 437 to the EBA in accordance with Article 19 of Regulation No. 1093/2010. § 3. In the absence of a joint decision as referred to in paragraph 1 on the matters referred to in Article 8, paragraph 4 of Directive 2014/59/EU, the following applies: 1° the supervisor takes the decision itself referred to in Article 433 or on the application of the measures referred to in Article 434 with regard to the Belgian subsidiaries; 2° if one of the other competent authorities has referred a matter as referred to in Article 437 to the EBA in accordance with Article 19 of Regulation No. 1093/2010 within the period referred to in Article 8, paragraph 2 of Directive 2014/59/EU, the supervisor postpones its decision and awaits any decision taken by the EBA in accordance with Article 19, paragraph 3, of that Regulation. The supervisor takes its decision in accordance with the decision of the EBA. If the EBA fails to take a decision within one month, the decision of the supervisor applies; 3° the supervisor may itself, until the end of the period referred to in Article 8, paragraph 2 of Directive 2014/59/EU, and as long as no joint decision has been taken, refer a matter as referred to in Article 437 to the EBA in accordance with Article 19 of Regulation No. 1093/2010.] 1 [ 2 § 4. The other competent authorities that are not opposed in accordance with paragraph 3 may reach a joint decision on a group recovery plan that covers the entities in their jurisdictions.] 2

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law W 2017-12-05/04, art. 73, 015; Entry into force: 28-12-2017>

Section III. [ 1

• Common provisions] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

437. [1 The EBA may assist the competent authorities in accordance with Article 19, paragraph 3 of Regulation No. 1093/2010 in reaching agreement on the assessment of group recovery plans and the implementation of the measures referred to in Article 116, § 2, second paragraph, points 1°, 2° and 4° or in Article 6, paragraph 6, points a), b) and d) of Directive 2014/59/EU.] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

438. [1 The joint decisions and the decisions taken in the absence of a joint decision, as referred to in Articles 435 and 436, are recognized as definitive by the supervisor and, where appropriate, applied in Belgium.] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

TITLE III/1.

• [ 1 Financial support within a group] 1

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( 1 )<Inserted by Law W 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/1. [1 § 1. Belgian parent credit institutions, Belgian EEA parent credit institutions and entities under Belgian law referred to in Article 424, 3° and 4°, as well as Belgian subsidiaries that are credit institutions or financial institutions subject to consolidated supervision exercised on the parent undertaking, may be parties to an agreement for the provision of intra-group financial support to another party to the agreement that meets the conditions referred to in Article 234, § 1 of this Act or in Article 27 of Directive 2014/59/EU. § 2. An agreement for the provision of intra-group financial support: 1° may only be concluded at a time when none of the parties to the agreement meets the conditions referred to in Article 234, § 1 or in Article 27 of Directive 2014/59/EU; 2° may not prevent a group entity from operating in a Member State; 3° may not prevent financial support from being granted on a case-by-case basis and in accordance with group policy to a group entity in financial difficulty, if this does not entail risk for the group as a whole. § 3. The agreement for the provision of intra-group financial support may: 1° concern one or more subsidiaries of the group and provide for financial support from the parent undertaking to subsidiaries, from subsidiaries to the parent undertaking, between subsidiaries of the group that are parties to the agreement, or any combination of these group entities; 2° provide for financial support in the form of a loan, the provision of guarantees, the provision of assets that can be used as collateral, or any combination of these forms of financial support in one or more transactions, including between the beneficiary of the support and a third party. § 4. If a group entity agrees to the provision of financial support to another group entity in accordance with the provisions of the agreement, the agreement may contain a reciprocal agreement by the group entity receiving the support to provide financial support to the group entity providing the support. § 5. The rights, claims and measures arising from the agreement may only be exercised by the parties to the agreement, excluding third parties.] 1

( 1 )<Inserted by Law W 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/2. [1 An agreement for the provision of intra-group financial support must meet at least the following principles: 1° the agreement contains the basis for the calculation of the remuneration for each transaction carried out under the agreement; 2° the remuneration is determined at the time of provision of the financial support; 3° upon joining the agreement and when determining the remuneration for the provision of financial support, each party must act in its own interests, which may involve taking into account any direct or indirect benefits that may arise for a party from the provision of the financial support; 4° each party providing financial support must have full access to relevant information of each party receiving financial support before the remuneration for the provision of financial support is determined and before a decision to provide financial support is taken; 5° in the remuneration for the provision of financial support, account may be taken of information that is not available on the market and that is in the possession of the party providing financial support on the grounds that it is part of the same group as the party receiving financial support; and 6° in the principles for calculating the remuneration for the provision of financial support, no account need be taken of any expected temporary effects on market prices of events outside the group.] 1

( 1 )<Inserted by Law W 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/3. [1 A group entity under Belgian law may only provide financial support in accordance with Article 438/1 if each of the following conditions is met: 1° the provision of financial support aims to safeguard or restore the financial stability of the group as a whole or of one of the group entities; 2° there is a reasonable prospect that the support provided will substantially resolve the financial difficulties of the group entity receiving the support; 3° the provision of financial support is in the interest of the group entity providing the support; 4° the financial support is provided under conditions, including remuneration as referred to in Article 438/2; 5° based on the information available to the statutory management body of the group entity providing financial support at the time the decision to provide financial support is taken, there is a reasonable prospect that the group entity receiving the support will pay the remuneration for the support and that, if the support is provided in the form of a loan, it will repay the loan. If the support is provided in the form of a guarantee or other security, the same condition applies to the resulting obligation of the receiving entity if the guarantee or security is enforced; 6° the provision of financial support does not endanger the liquidity or solvency of the group entity providing the support; 7° the provision of financial support does not pose a threat to financial stability in Belgium; 8° at the time the support is provided, the group entity providing the support meets the requirements of this Act regarding capital or liquidity and all requirements imposed under Articles 149 and 150, and the provision of financial support does not cause that group entity to breach these requirements, unless permitted by the supervisor; 9° at the time the support is provided, the group entity providing the support meets the requirements regarding large exposures as laid down in Regulation No. 575/2013, in the applicable legislation and regulations, and in the regulations established pursuant to Article 98, and the provision of financial support does not cause that group entity to breach these requirements, unless permitted by the supervisor; 10° the provision of financial support does not endanger the resolvability of the group entity providing the support.] 1

( 1 )<Inserted by Law W 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/4. [1 § 1. The Belgian EEA parent credit institution requests permission from the supervisor, in its capacity as consolidating supervisor, to conclude an agreement envisaged in Article 438/1 or to make changes to an agreement for which the supervisor has granted permission. The request for permission indicates the group entities proposed as parties. The supervisor, in its capacity as consolidating supervisor, forwards the request without delay to the competent authorities of each subsidiary intending to be a party to the agreement. § 2. The supervisor, in its capacity as consolidating supervisor, grants permission according to the procedure referred to in Article 438/5 if the conditions of the envisaged agreement comply with the conditions for the provision of financial support established in Article 438/3. It may prohibit the conclusion of the envisaged agreement if it is deemed not to comply with the conditions referred to in Article 438/3.] 1

( 1 )<Inserted by Law W 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/5. [1 § 1. The supervisor, in its capacity as consolidating supervisor, does everything in its power to reach a joint decision together with the other competent authorities within four months after receipt of the application referred to in Article 438/4, § 1, on whether the conditions of the envisaged agreement or the envisaged changes comply with the conditions for the provision of financial support established in Article 438/3. In doing so, they take into account the possible effect of the implementation of the agreement in all Member States where the group operates, including consequences for the budgets of the Member States concerned. The joint decision is included in a fully reasoned document and provided by the supervisor, in its capacity as consolidating supervisor, to the applicant. The supervisor, in its capacity as consolidating supervisor, may request the assistance of the EBA pursuant to Article 31(c) of Regulation No. 1093/2010 in reaching a joint decision. § 2. If the supervisor, in its capacity as consolidating supervisor, and the other competent authorities do not reach a joint decision within the period referred to in paragraph 1, the following applies: 1° the supervisor, in its capacity as consolidating supervisor, takes a fully reasoned written decision on the application. That decision takes into account the views and reservations made known by the other competent authorities during the four-month period. The supervisor notifies its decision to the applicant and the other competent authorities; 2° if another competent authority has referred the matter to the EBA in accordance with Article 19 of Regulation No. 1093/2010 within the period referred to in paragraph 1, the supervisor postpones its decision pending any decision taken by the EBA. It takes its decision in accordance with the decision of the EBA.] 1

( 1 )<Inserted by Law W 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/6 . [1 The supervisor, in its capacity as consolidating supervisor, shall promptly transmit to the relevant resolution authorities the intra-group financial support agreements for which it has granted consent, and any amendments thereto.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/7 . [1 § 1. If the supervisor, in its capacity as the competent authority for the supervision of a Belgian credit institution that is a subsidiary of an EEA parent undertaking in another Member State, receives a notification as referred to in Article 20(2) of Directive 2014/59/EU, it shall use its best endeavours to reach a joint decision with the consolidating supervisor and the other competent authorities as referred to in Article 20(5) of Directive 2014/59/EU. The supervisor may request the EBA to provide assistance in reaching a joint decision in accordance with Article 31(c) of Regulation No 1093/2010. § 2. In the absence of a joint decision as referred to in paragraph 1, the following shall apply: 1° the supervisor shall communicate its views and reservations to the consolidating supervisor regarding the decision that the consolidating supervisor will take pursuant to Article 20(6) of Directive 2014/59/EU; 2° the supervisor may, until the end of the period referred to in Article 20(7) of Directive 2014/59/EU and as long as no joint decision has been taken, refer the matter to the EBA in accordance with Article 19 of Regulation No 1093/2010.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/8 . [1 § 1. Any proposed agreement or amendment for which the competent authorities have granted consent shall be submitted for approval to the shareholders of each group entity wishing to enter into the agreement. The agreement is only valid and enforceable for the parties whose shareholders have approved the agreement, and this as long as that approval has not been withdrawn. An agreement for the provision of financial support within the group applies only to a group entity if its shareholders have authorized the statutory management body to take the decision that the group entity provides or receives support under the conditions of the agreement and in compliance with the conditions referred to in this Title, and if the shareholders have not withdrawn that authorization. § 2. The statutory management body of each entity that is a party to the agreement shall report annually to the shareholders on the implementation of the agreement and of all decisions taken pursuant to the agreement.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/9 . [1 The statutory management body of the group entity governed by Belgian law that provides financial support shall take the decision to provide intra-group financial support pursuant to the agreement. That decision shall be reasoned, state the purpose of the proposed financial support and how compliance with the conditions laid down in Article 438/3 is achieved with the provision of financial support. The statutory management body of the group entity governed by Belgian law that receives financial support shall take the decision to accept intra-group financial support pursuant to the agreement.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/10 . [1 § 1. Before financial support is effectively provided pursuant to an agreement for the provision of intra-group financial support, the statutory management body of a group entity governed by Belgian law intending to provide financial support shall notify this to: 1° the supervisor; 2° where applicable, the consolidating supervisor; 3° the competent authority of the group entity receiving the support; and 4° the EBA. The notification shall include the reasoned decision of the statutory management body referred to in Article 438/9 and further details concerning the proposed financial support, together with a copy of the agreement for the provision of intra-group financial support. § 2. Within five working days from the date of receipt of a complete notification as referred to in paragraph 1, the supervisor may approve the provision of financial support, or prohibit or restrict it by reasoned decision if it considers that the conditions laid down in Article 438/3 are not met. The decision shall be communicated promptly to: 1° the consolidating supervisor, if it differs from the supervisor; 2° the competent authority of the group entity receiving the support; and 3° the EBA. If the supervisor acts in its capacity as consolidating supervisor, it shall promptly inform the other members of the college of competent authorities and the members of the resolution college. § 3. If the supervisor does not prohibit or restrict the financial support within the period referred to in paragraph 2, or has approved that support before the end of that period, financial support may be provided in accordance with the conditions submitted to the supervisor. § 4. The decision of the statutory management body of the group entity governed by Belgian law to provide financial support shall be sent to: 1° the supervisor; 2° where applicable, the consolidating supervisor; 3° the competent authority of the group entity receiving the support; and 4° the EBA. If the supervisor acts in its capacity as consolidating supervisor, it shall promptly inform the other members of the college of competent authorities and the members of the resolution college. § 5. The supervisor, in its capacity as consolidating supervisor, may initiate a reassessment of the group recovery plan in accordance with Article 434 or, if a recovery plan has been drawn up on an individual basis, request the group entity to submit a revised recovery plan pursuant to Article 114, if: 1° the supervisor has restricted or prohibited the group's financial support in accordance with paragraph 2 of this Article; and 2° the group recovery plan mentions intra-group financial support in accordance with Article 425, § 2; and 3° the supervisor of the group entity in respect of which the support is restricted or prohibited requests the supervisor, in its capacity as consolidating supervisor, to do so.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/11 . [1 § 1. If the supervisor in its capacity as the authority competent for a group entity governed by Belgian law that receives the support receives a notification as referred to in Article 25(3) of Directive 2014/59/EU and has objections regarding the decision of the competent authority to prohibit or restrict financial support, it may refer the matter to the EBA within two days and request assistance pursuant to Article 31(c) of Regulation No 1093/2010. § 2. If the competent authority restricts or prohibits group financial support for a group entity governed by Belgian law in accordance with Article 25(2) of Directive 2014/59/EU, and if the group recovery plan mentions intra-group financial support, the supervisor, in its capacity as the authority competent for the group entity governed by Belgian law that receives the support may: 1° request the consolidating supervisor to initiate a reassessment of the group recovery plan as referred to in Article 8 of Directive 2014/59/EU; or 2° if a recovery plan has been drawn up on an individual basis, request the relevant group entity to submit a revised recovery plan pursuant to Article 114.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

Art.

438/12 . [1 Group entities shall disclose whether or not they have entered into an agreement for the provision of intra-group financial support in accordance with Article 438/1. This shall include a description of the general terms of any such agreement and the names of the group entities that are parties to the agreement. This information shall be updated at least once a year. Articles 431 to 434 of Regulation No 575/2013 shall apply.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 31, 008; Entry into force: 16-07-2016>

TITLE III/2.

• [1 Coordination of recovery measures with regard to groups] 1

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( 1 )<Inserted by Law 2016-06-27/09, art. 32, 008; Entry into force: 16-07-2016>

Art.

438/13 . [1 If the conditions for imposing measures pursuant to Article 234, 235 or 236 are met with regard to a Belgian EEA parent undertaking, the supervisor, in its capacity as consolidating supervisor, shall inform the EBA and consult the other competent authorities in the college of competent authorities. In the decision to apply the measures of Article 234, 235 or 236 for the relevant EEA parent undertaking, the supervisor shall take into account the effect of these measures on the group entities in other Member States. The supervisor shall inform the other competent authorities within the college of competent authorities and the EBA of the decision.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 32, 008; Entry into force: 16-07-2016>

Art.

438/14 . [1 § 1. If the conditions for imposing measures pursuant to Article 234, 235 or 236 are met with regard to a Belgian subsidiary of an EEA parent undertaking in another Member State, the supervisor shall, when intending to take a measure in accordance with Article 234 or 236, inform the EBA and consult the consolidating supervisor. After the notification and consultation, the supervisor shall take into account any assessment by the consolidating supervisor when it decides to apply measures pursuant to Article 234, 235 or 236. The supervisor shall inform the consolidating supervisor and the other competent authorities within the college of competent authorities, as well as the EBA, of the decision. § 2. When the supervisor, in its capacity as consolidating supervisor, receives a notification as referred to in Article 30(3) of Directive 2014/59/EU in connection with a foreign subsidiary of a Belgian EEA parent undertaking, it may assess what consequences the imposition of recovery measures is expected to have on the relevant credit institution, the Belgian group or the group entities in other Member States. The supervisor shall inform the competent authority of this assessment within three days after receipt of the notification.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 32, 008; Entry into force: 16-07-2016>

Art.

438/15 . [1 If the supervisor intends to take one or more measures pursuant to Article 234, 235 or 236 for a Belgian credit institution in a group, and the foreign competent authorities also intend to take one or more measures as referred to in Article 27 or 29 of Directive 2014/59/EU for one or more other foreign credit institutions in the same group, the following shall apply: 1° the supervisor shall examine together with the foreign competent authorities whether it is preferable to appoint a special manager for all relevant group entities or to coordinate the application of recovery measures on several credit institutions in order to facilitate solutions that restore the financial position of the relevant credit institutions. The assessment shall take the form of a joint decision of the consolidating supervisor and the other competent authorities, which shall be taken within five days from the date of notification by the consolidating supervisor that the conditions for imposing recovery measures with regard to the EEA parent undertaking are met. The joint decision shall be reasoned and communicated by the consolidating supervisor to the EEA parent undertaking; 2° the supervisor may request the EBA to provide assistance in accordance with Article 31 of Regulation No 1093/2010 to reach agreement; 3° if no joint decision has been taken within five days, the supervisor may take individual decisions regarding the application of Article 234, 235 or 236 for the Belgian credit institutions of the group.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 32, 008; Entry into force: 16-07-2016>

Art.

438/16 . [1 If the supervisor disagrees with a decision to take recovery measures that has been communicated to it by a foreign competent authority as referred to in Article 30(1) or (3) of Directive 2014/59/EU, or if no joint decision has been taken as referred to in Article 438/15, the supervisor may refer the matter to the EBA as referred to in Article 30(6) of Directive 2014/59/EU.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 32, 008; Entry into force: 16-07-2016>

Art.

438/17 . [1 § 1. Any decision of the supervisor taken pursuant to this Chapter shall be reasoned, taking into account the views and reservations expressed by the other competent authorities as well as the potential effect of the decision on financial stability in the relevant Member States. The supervisor shall communicate these decisions, as the case may be, to the Belgian EEA parent undertaking or to the relevant Belgian subsidiaries. § 2. If a foreign relevant competent authority has referred a matter to the EBA in accordance with Article 30(7), second subparagraph of Directive 2014/59/EU, the supervisor shall suspend its decision and await the decision that the EBA may take in accordance with Article 19(3) of Regulation No 1093/2010. The supervisor shall take a decision, where appropriate together with the other competent authorities, in accordance with the decision of the EBA. The matter shall no longer be referred to the EBA after the end of the five-day period as referred to in Article 438/15 or after a joint decision has been taken. If the EBA has not taken a decision within three days, the individual decisions taken in accordance with Article 438/13, Article 438/14 or Article 438/15, 3° shall apply.] 1

( 1 )<Inserted by Law 2016-06-27/09, art. 32, 008; Entry into force: 16-07-2016>

TITLE IV. [1

• Group resolution plans] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

CHAPTER I. [1

• Drawing up of group resolution plans] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Section I. [1

• Resolution plans of Belgian groups] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

439 .[1 § 1. [2 In its capacity as resolution authority at group level, the resolution authority shall, together with the resolution authorities of the subsidiaries and, where appropriate, after consulting the resolution authorities of significant branches, draw up a group resolution plan for the resolution of each Belgian group.] 2 The group resolution plan shall contain measures for the resolution of: 1° the Belgian EEA parent undertaking; 2° the subsidiaries established in the EEA that are part of the group; 3° the entities referred to in Article 424, 2° and 3° that are part of the group; 4° without prejudice to Chapter VI, the subsidiaries that are part of the group and are subject to a third country. [2 The group resolution plan shall determine, for each group, the entities to be resolved and the groups to be resolved.] 2 § 2. In its capacity as resolution authority at group level, the resolution authority may require group entities to assist in drawing up and updating the group resolution plan, and to provide it with all information necessary for that purpose. The resolution authority may in particular require group entities to keep detailed records of financial contracts in which they are parties. If all or part of this information is already available with another competent authority, that authority shall make that information available to the resolution authority. § 3. The resolution authority shall share a summary of the key elements of the group resolution plan with the Belgian EEA parent undertaking.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2021-07-11/08, art. 235, 027; Entry into force: 23-07-2021>

Art.

440 .[1 § 1. [4 The group resolution plan shall determine the resolution measures that are expected to apply to entities to be resolved if the conditions laid down in Article 244 or 454 are met, as well as the consequences thereof for the other entities of the group as referred to in Article 424, 2°, to 4°, for the parent undertaking and for subsidiary credit institutions.] 4 The group resolution plan shall in particular aim to ensure the continuity of the critical functions of the relevant entities, to avoid undermining the stability of the Belgian and international financial system, and to protect covered deposits. § 2. The group resolution plan shall take into account various scenarios, including the possibility that the failure is idiosyncratic or occurs in a context of general financial [3 instability] 3 or systemic events. § 3. The group resolution plan shall not take into account any exceptional public financial support, [2 without prejudice to interventions by a funding arrangement as referred to in Article 100 of Directive 2014/59/EU,] 2 nor any emergency financing by central banks or any recourse to other facilities for liquidity provision by central banks under conditions regarding collateral, maturity or interest that differ from standard conditions. The plan shall nevertheless contain an analysis of how and when a group entity could make use of central bank facilities, and indicate which assets could be eligible as collateral for that purpose.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2016-06-27/09, art. 33, 008; Entry into force: 16-07-2016> ( 3 )<Law 2017-12-05/04, art. 74, 015; Entry into force: 28-12-2017> ( 4 )<Law 2021-07-11/08, art. 236, 027; Entry into force: 23-07-2021>

Art.

441 .[1 § 1. [2 The group resolution plan: 1° describes, if a group consists of more than one group to be resolved, the resolution measures to be taken with regard to the entities to be resolved of each group to be resolved and the consequences of those measures for both other entities of the group belonging to the same group to be resolved and for other groups to be resolved; 2° examines to what extent the resolution tools and powers can be applied and exercised in a coordinated manner on entities to be resolved established in the EEA, and contains measures facilitating the acquisition by a third party of the group as a whole or of separate business units or activities of some or certain group entities or groups to be resolved, and identifies potential obstacles to coordinated resolution; 3° establishes, if the group includes entities established in third countries, appropriate arrangements for cooperation and coordination with the relevant authorities of those third countries and the consequences for resolution within the EEA; 4° indicates what measures, including the legal and economic separation of certain functions or business units, are necessary to facilitate the resolution of the group when the conditions for group resolution are met; 5° establishes any additional measures not described in this Act that the resolution authority, in its capacity as resolution authority at group level, intends to take with regard to the entities within each group to be resolved; 6° indicates how the group resolution measures can be financed and sets out, if the funding arrangement is needed, the principles for the distribution of responsibility for this financing among the funding sources in the different Member States. These principles shall be established on the basis of fair and equitable criteria and shall take into account in particular the effect on financial stability in all relevant Member States.] 2 § 2. By decision discussed in the Council of Ministers, taken on the advice of the resolution authority, the King may determine the following: 1° the minimum content of the group resolution plan; and 2° the information that must be communicated by the group entities to the resolution authority, in its capacity as resolution authority at group level, and the frequency with which this must be done.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2021-07-11/08, art. 237, 027; Entry into force: 23-07-2021>

Art.

442 .[1 The resolution authority shall update the group resolution plan at least once a year and in any event after any change in the legal or organizational structure, activities or financial position of the group, including any group entities, that may have a significant impact on the plan or require a change to it. [2 The updating referred to in the previous paragraph shall also be carried out after the application of a resolution measure or the exercise of the power to write down or convert relevant capital instruments and eligible liabilities referred to in Articles 250 or 457.] 2 The resolution authority shall transmit the changes to the resolution plan to the relevant competent authorities.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2021-07-11/08, art. 238, 027; Entry into force: 23-07-2021>

Art.

§ 1. The resolution authority may exempt the credit institutions referred to in Article 239, § 1, from the obligations of this Title. § 2. When the resolution authority grants an exemption pursuant to paragraph 1, it applies the requirements laid down in this Title based on the general situation of the central institution and the credit institutions affiliated with that institution referred to in Article 239. § 3. Belgian credit institutions that, pursuant to Article 6, paragraphs 4 and 5, point b), of the GMI Regulation, are under the direct supervision of the European Central Bank or whose activities form a significant part of the Belgian financial system, cannot be exempted pursuant to paragraph 1. For the purposes of this paragraph, the activities of an institution are deemed to form a significant part of the Belgian financial system if one of the following conditions is met: 1° the total value of its assets is greater than EUR 30,000,000,000; or 2° the ratio between its total assets and gross domestic product is greater than 20%. § 4. The resolution authority may derogate from the obligations under this Chapter regarding the content of the group resolution plan, the frequency of updating the plan, or the information provision by the Belgian EEA parent undertaking or the group entities, insofar as such a derogation is justified in light of the impact that the failure and liquidation of these entities in the context of a resolution procedure could have on the financial markets, on other credit institutions, on financing conditions, and on the economy in general. In doing so, the resolution authority takes into account in particular the nature of the activities of the entities concerned, their shareholder structure, legal form, risk profile, size and legal status, interconnectedness with other credit institutions or the financial system in general, the perimeter and complexity of its activities, and the possible exercise of investment services or activities. 1 [ 2 § 5. The resolution authority shall inform the EBA of the manner in which it has applied the provisions of this article.] 2

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2018-03-11/07 , art. 254, 016; Entry into force: 26-03-2018>

Art.

444 . [ 1 § 1. In its capacity as the group-level resolution authority, the resolution authority shall pass on the relevant information communicated pursuant to Article 439, § 2, to: 1° the EBA; 2° the foreign resolution authorities of subsidiaries; 3° the foreign resolution authorities in jurisdictions where significant branches are established, if relevant to them; 4° the authorities participating in the colleges of competent authorities referred to in Article 178; and 5° the foreign resolution authorities of the Member States where the entities referred to in Article 424, § 1, 2° and 3° are established. § 2. The information provided by the resolution authority, in its capacity as group-level resolution authority, to the authorities competent for the subsidiaries, to the foreign resolution authorities in the jurisdictions where significant branches are established, and to the authorities participating in the colleges of competent authorities referred to in Article 178, shall include at least all information that is relevant for the subsidiary or the significant branch. The information provided to the EBA shall include all information that is relevant for the role of the EBA with regard to the group resolution plans. If the information concerns subsidiaries in third countries, the resolution authority is not obliged to pass on that information without the consent of the supervisory authority or the resolution authority of the relevant third country.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Art.

445 .[ 1 § 1. In its capacity as group-level resolution authority, the resolution authority shall draw up the group resolution plan in a resolution college together with the foreign resolution authorities referred to in Article 444, § 1 and after consulting the competent authorities concerned, including the competent authorities in jurisdictions where significant branches are established if this is relevant for these branches. § 2. In its capacity as group-level resolution authority, the resolution authority shall use its best endeavours to reach a joint decision to adopt the group resolution plan together with the foreign resolution authorities that do not disagree, within four months from the date of sending the information referred to in Article 444, § 2. [ 2 If a group consists of more than one resolvability group, the planning of resolution measures referred to in Article 441, § 1, 1°, shall be included in a joint decision as referred to in the previous paragraph.] 2 The resolution authority may request the assistance of the EBA pursuant to Article 31(c) of Regulation No. 1093/2010 in reaching a joint decision. § 3. If the resolution authority and the foreign resolution authorities do not reach a joint decision within four months, the resolution authority, in its capacity as group-level resolution authority, shall take a decision on the group resolution plan itself. The decision shall be fully reasoned and shall take into account the views and reservations of the foreign resolution authorities that disagree. If a foreign resolution authority has referred the matter to the EBA within the period referred to in paragraph 2 pursuant to Article 19 of Regulation No. 1093/2010, the resolution authority shall defer its decision pending any decision taken by the EBA. It shall take its decision in accordance with the decision of the EBA. The decision shall be provided by the resolution authority to the Belgian EEA parent undertaking and brought to the attention of the other members of the resolution college. With regard to the resolution plan at the individual level, the resolution authority, in its capacity as group-level resolution authority, shall formulate its views and reservations before the foreign resolution authorities that disagree take a decision themselves and draw up a resolution plan for the entities in their jurisdiction. In its capacity as group-level resolution authority, the resolution authority may, until the end of the period referred to in paragraph 2 and as long as no joint decision has been taken, refer the matter to the EBA pursuant to Article 19 of Regulation No. 1093/2010. § 4. In its capacity as group-level resolution authority, the resolution authority shall initiate a reassessment of the jointly agreed group resolution plan, including the minimum requirement for own funds and eligible liabilities, when a foreign resolution authority that disagrees considers that the subject of disagreement affects the budgetary responsibilities of its Member State. § 5. In its capacity as group-level resolution authority, the resolution authority shall not take a joint decision as referred to in paragraph 2 as long as the measures to remove the substantial obstacles to the resolvability of the group have not been adopted in accordance with Article 450. § 6. If the resolution authority, in its capacity as group-level resolution authority, considers that a subject of disagreement, for which an individual decision is taken pursuant to § 3, paragraph 4 and which has been referred to the EBA, may in some way affect the budgetary responsibilities of Belgium, it may bring that concern to the attention of the EBA and the relevant foreign resolution authorities.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2021-07-11/08 , art. 239, 027; Entry into force: 23-07-2021>

Section II. [ 1

• Resolution plans of foreign groups] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Art.

446 .[ 1 § 1. In its capacity as the authority competent for the resolution of group entities under Belgian law that are subsidiaries of an EEA parent undertaking, the resolution authority shall use its best endeavours to reach a joint decision with the foreign group-level resolution authority on the adoption of a group resolution plan for the relevant group entities, within four months from the date on which the foreign group-level resolution authority sent the information referred to in Article 13, paragraph 1 of Directive 2014/59/EU. [ 2 If a group consists of more than one resolvability group, the planning of resolution measures referred to in Article 441, § 1, 1°, shall be included in a joint decision as referred to in the previous paragraph.] 2 In case of disagreement, the resolution authority may request the foreign group-level resolution authority to consult the EBA. § 2. [ 2 In the absence of a joint decision as referred to in paragraph 1, the resolution authority, in its capacity as referred to in paragraph 1, shall take a decision itself and, where appropriate, designate the entity to be resolved and draw up a resolution plan for the resolvability group consisting of entities in its jurisdiction.] 2 The decision shall be fully reasoned, shall contain the reasons why the resolution authority disagrees with the proposed group resolution plan, and shall take into account the views and reservations of the other competent authorities and the foreign resolution authorities. If another resolution authority has referred the matter to the EBA within the period referred to in paragraph 1 pursuant to Article 19 of Regulation No. 1093/2010, the resolution authority shall defer its decision pending any decision taken by the EBA. It shall take its decision in accordance with the decision of the EBA. The resolution authority shall bring its decision to the attention of the other members of the resolution college. In its capacity as referred to in paragraph 1, the resolution authority shall communicate its views and reservations to the foreign group-level resolution authority regarding the decision that the foreign group-level resolution authority is considering taking on the group resolution plan. The resolution authority may, until the end of the period referred to in paragraph 1 and as long as no joint decision has been taken, refer the matter to the EBA pursuant to Article 19 of Regulation No. 1093/2010. In its capacity as referred to in paragraph 1, the resolution authority shall communicate its views and reservations to the foreign resolution authorities that will take an individual decision on a resolution plan regarding that decision. The resolution authority may, until the end of the period referred to in paragraph 1 and as long as no joint decision has been taken, refer the matter to the EBA pursuant to Article 19 of Regulation No. 1093/2010. § 3. When the resolution authority, in its capacity as referred to in paragraph 1, considers that a subject of disagreement, for which a joint decision is taken, affects the budgetary responsibilities of Belgium, it may bring that concern to the attention of the foreign group-level resolution authority and request a reassessment of the group resolution plan. § 4. If the resolution authority considers that a subject of disagreement, for which an individual decision is taken and which has been referred to the EBA, may in some way affect the budgetary responsibilities of Belgium, it may bring that concern to the attention of the EBA and the relevant foreign other resolution authorities.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2021-07-11/08 , art. 240, 027; Entry into force: 23-07-2021>

Art.

447 . [ 1 The joint decisions and the decisions taken in the absence of a joint decision, as referred to in Articles 445 and 446: 1° shall be recognized by the resolution authority as final and, where appropriate, applied within Belgium; 2° shall be updated annually.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

CHAPTER II. [ 1

• Assessment of group resolution plans] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Section I. [ 1

• Assessment of group resolvability] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Art.

448 .[ 1 § 1. In drawing up and updating the group resolution plan in accordance with the decision-making procedure referred to in Article 445, the resolution authority, in its capacity as group-level resolution authority, together with the foreign resolution authorities of subsidiaries, after consulting the consolidating supervisor, the competent authorities for the subsidiaries, and the foreign resolution authorities of the jurisdictions where significant branches are established, shall assess the extent to which Belgian groups are resolvable. § 2. In drawing up and updating the group resolution plan in accordance with the decision-making procedure referred to in Article 446, the resolution authority, in its capacity as the authority competent for the resolution of group entities under Belgian law that are subsidiaries of an EEA parent undertaking, together with the foreign group-level resolution authority and the other competent authorities, shall assess the extent to which that group is resolvable. § 3. The assessment referred to in paragraphs 1 and 2 shall be carried out in a resolution college. § 4. [ 3 For the purposes of paragraphs 1 and 2, a group shall be deemed resolvable if the resolution authorities can credibly either place the group entities into liquidation according to normal insolvency proceedings, or resolve that group by applying one or more resolution tools and resolution powers to the entities of that group to be resolved, with the aim of avoiding significant adverse effects on the financial systems of Belgium or other Member States, also in the event of general financial instability or system-wide events, and with the objective of ensuring the continuity of the critical functions of the group entities. If a group consists of more than one resolvability group, the resolution authority shall assess the resolvability of each resolvability group in accordance with the previous paragraph. This assessment shall be carried out in addition to the assessment of the resolvability of the entire group and shall be performed within the framework of the decision-making procedure referred to in Article 446.] 3 § 5. By decision discussed in the Council of Ministers, taken on the advice of the resolution authority, the King may determine the elements that the resolution authorities must examine to assess the resolvability of a group in accordance with this article. § 6. In assessing the resolvability of a group, the resolution authorities shall not assume any extraordinary public financial support, [ 2 without prejudice to interventions by a funding arrangement as referred to in Article 100 of Directive 2014/59/EU,] 2 nor any emergency financing by central banks or any recourse to other facilities for liquidity provision by central banks under terms regarding collateral, maturity, or interest that differ from standard terms. § 7. In its capacity as group-level resolution authority, the resolution authority shall inform the EBA in good time when a group is not considered resolvable.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2016-06-27/09 , art. 34, 008; Entry into force: 16-07-2016> ( 3 )<Law 2021-07-11/08 , art. 241, 027; Entry into force: 23-07-2021>

Section II. [ 1

• Reduction or removal of obstacles to the resolvability of Belgian groups] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Art.

449 .[ 1 If, after assessing resolvability in accordance with Article 448, § 1, the resolution authority finds that there are significant obstacles to the resolvability of an entity referred to in Article 424, it shall notify this finding in writing to the entity concerned, the competent authority, and the foreign resolution authorities in the jurisdictions where significant branches are established. Within four months from the date of receipt of the notification referred to in the first paragraph, the entity shall propose measures to the resolution authority to reduce or remove the identified obstacles.] 1

( 1 )<Law 2021-07-11/08 , art. 242, 027; Entry into force: 23-07-2021>

Art.

449/1 . [ 1 The entity shall, within two weeks from the date of receipt of a notification made in accordance with Article 449, propose to the resolution authority possible measures and a timetable for their implementation to ensure that the entity complies with Article 267/5/3 or 267/5/4 and with the global requirement for a Tier 1 capital buffer, if a substantial obstacle to resolvability is due to one of the following situations: 1° the entity complies with the global requirement for a Tier 1 capital buffer when that requirement is considered in conjunction with any of the requirements referred to in Article 98/1, but it does not comply with the global requirement for a Tier 1 capital buffer when that requirement is considered in conjunction with the requirements referred to in Articles 267/5/1 and 267/5/2 as calculated in accordance with Article 267/3, § 2, 1°; or 2° the entity does not comply with the requirements referred to in Articles 92bis and 494 of Regulation No. 575/2013, nor with the requirements referred to in Articles 267/5/1 and 267/5/2. The timetable for the implementation of the measures proposed in the first paragraph shall take into account the reasons for the substantial obstacle. The resolution authority shall assess, after consulting the supervisor, whether the measures proposed under this article actually address or remove the relevant substantial obstacle.] 1

( 1 )<Inserted by Law 2021-07-11/08 , art. 243, 027; Entry into force: 23-07-2021>

Art.

§ 1. In its capacity as the group-level resolution authority, the resolution authority shall use all efforts together with the foreign resolution authorities of the subsidiaries to arrive at a joint decision on measures that may be taken with regard to all entities to be resolved and their subsidiaries which are entities referred to in Article 424 and which form part of a Belgian group, with a view to removing or reducing impediments to the resolvability of the group. The resolution authorities mentioned in the first paragraph may, in particular, with regard to the entities concerned and via a joint decision, require the measures referred to in Article 232, second paragraph. The joint decision is taken in the resolution college, after consulting the college of competent authorities and the foreign resolution authorities in the jurisdictions where branches are located, insofar as this is relevant for the significant branch, and taking into account the assessment made under Article 448.

§ 2. In its capacity as the group-level resolution authority, the resolution authority, in cooperation with the consolidating supervisor and with the EBA, and after consulting the competent authorities, draws up a report containing at least the following content: 1° an analysis of the significant impediments to the effective application of resolution tools and exercise of resolution powers with regard to the group and to the groups to be resolved if a group consists of more than one group to be resolved; 2° the impact on the business model of the group entities; 3° the measures referred to in Article 232, second paragraph that the group-level resolution authority considers necessary or appropriate to remove these impediments. If an impediment to the resolvability of the group is due to a situation of an entity of a group referred to in Article 449/1, the resolution authority brings its assessment of that impediment to the attention of the Belgian EEA parent company after consulting the resolution authority of the entity to be resolved and the resolution authorities of its subsidiaries. The resolution authority shall submit the report to the Belgian EEA parent company, to the foreign resolution authorities of the subsidiaries and to the foreign resolution authorities in the jurisdictions where significant branches are located.

§ 3. Within four months from the date of receipt of the notification referred to in paragraph 2, the Belgian EEA parent company may submit comments and propose alternative measures to the resolution authority with which the impediments mentioned in the report can be reduced or removed. If the impediments established in the report are due to a situation referred to in Article 449/1 in which an entity of the group finds itself, the Belgian EEA parent company, within two weeks from the date of receipt of a notification made in accordance with paragraph 2, second paragraph, proposes to the group-level resolution authority possible measures as well as the timetable for their implementation, in order to ensure that the entity of the group complies with the requirements referred to in 267/5/3 or Article 267/5/4, expressed as a percentage of the total of risk-weighted assets, calculated in accordance with Article 92, paragraph 3, of Regulation No. 575/2013 and, where applicable, the global requirement for a tier 1 capital buffer, as well as with the requirements referred to in Article 267/5/3 and Article 267/5/4, expressed as a percentage of the total exposure measure as referred to in Article 429 and Article 429bis of Regulation No. 575/2013. In the timetable for the implementation of the measures proposed in the preceding paragraph, account is taken of the reasons for the significant impediment. After consulting the supervisor, the group-level resolution authority decides whether the significant impediment is actually addressed or removed by these measures. In its capacity as the group-level resolution authority, the resolution authority communicates the thus proposed measures to the supervisor, the EBA, the foreign resolution authorities of the subsidiaries and the foreign resolution authorities in the jurisdictions where significant branches are located, provided this is relevant for the significant branch.

§ 4. Within four months after the submission of the comments or proposals of the Belgian EEA parent company referred to in paragraph 3, the resolution authority and the foreign resolution authorities of the subsidiaries and the significant branches, after consulting the competent authorities, take a joint decision within the resolution college regarding: 1° the establishment of the significant impediments; 2° if necessary, the assessment of the measures proposed by the Belgian EEA parent company, and 3° the measures required by the authorities to reduce or remove the impediments, taking into account the possible consequences of the measures in all Member States where the group is active. The joint decision regarding the impediment to resolvability resulting from a situation referred to in Article 449/1 is taken within two weeks after the submission of comments by the Belgian EEA parent company in accordance with paragraph 3, second paragraph. The resolution authority may request assistance from the EBA pursuant to Article 31(c) of Regulation No. 1093/2010 in reaching a joint decision. The joint decision is reasoned and provided by the resolution authority, in its capacity as the group-level resolution authority, to the Belgian EEA parent company.] 1

( 1 )<W 2021-07-11/08 , art. 244, 027; Inwerkingtreding : 23-07-2021>

Art.

450/1 . [ 1 § 1. If the resolution authority, in its capacity as the group-level resolution authority, and the foreign resolution authorities do not reach a joint decision within the relevant time limit referred to in Article 450, § 4, the following paragraphs apply. § 2. The resolution authority, in its capacity as the group-level resolution authority, takes a decision itself on the measures that must be taken at group level in accordance with Article 450, § 1. The decision is fully reasoned and takes into account the views and reservations of the other resolution authorities. The resolution authority notifies the decision to the Belgian EEA parent company and brings it to the attention of the other members of the resolution college. § 3. The resolution authority of the entity to be resolved takes a decision itself on the appropriate measures that must be taken at the level of the group to be resolved in accordance with Article 450, § 1. The decision is fully reasoned and takes into account the views and reservations of the resolution authorities of other entities of the same group to be resolved and the group-level resolution authority. The competent resolution authority notifies this decision to the entity to be resolved and brings it to the attention of the other members of the resolution college. § 4. The resolution authority of the subsidiary that is not designated as an entity to be resolved pursuant to Article 439, § 1, third paragraph, takes a decision itself on the appropriate measures that must be taken at individual level in accordance with Article 232. The decision is fully reasoned and takes into account the views and reservations of the other resolution authorities. The competent resolution authority notifies the decision to the subsidiary concerned and to the entity to be resolved of the same group to be resolved, to the resolution authority of that entity to be resolved and to the group-level resolution authority. The competent resolution authority brings the decision to the attention of the other members of the resolution college. § 5. If a resolution authority has referred a matter referred to in Article 452 to the EBA pursuant to Article 19 of Regulation No. 1093/2010 within the relevant time limit referred to in Article 450, § 4, the resolution authorities referred to in paragraphs 2, 3 or 4 postpone their decision pending any decision taken by the EBA. The resolution authorities take their decisions in conformity with the decision of the EBA. The relevant time limit referred to in Article 450, § 4 is considered as a mediation phase within the meaning of Regulation No. 1093/2010. The EBA takes a decision within one month. The matter is no longer referred to the EBA after the end of the relevant time limit referred to in Article 450, § 4 or after a joint decision has been taken. If the EBA does not reach a decision, the respective decisions of the resolution authorities referred to in paragraphs 2, 3 and 4 apply.] 1

( 1 )<Ingevoegd bij W 2021-07-11/08 , art. 245, 027; Inwerkingtreding : 23-07-2021>

Art.

450/2 . [ 1 The joint decisions and the decisions taken in the absence of a joint decision, as referred to in Articles 450 and 450/1, are recognized by the resolution authority and, where appropriate, applied in Belgium.] 1

( 1 )<Ingevoegd bij W 2021-07-11/08 , art. 246, 027; Inwerkingtreding : 23-07-2021>

Afdeling III. [ 1

• Reduction or removal of impediments to the resolvability of foreign groups] 1

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( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

Art.

451 .[ 1 § 1. The resolution authority, in its capacity as the authority competent for the resolution of subsidiaries under Belgian law, uses all efforts to arrive at a joint decision together with the foreign group-level resolution authority on measures that may be taken with regard to all entities to be resolved and their subsidiaries which are entities referred to in Article 424 and which form part of the group, with a view to removing or reducing the impediments to the resolvability of the group, and this within the relevant time limit referred to in Article 18, paragraph 5 of Directive 2014/59/EU. When the resolution authority, in the capacity of the authority competent for the resolution of subsidiaries under Belgian law, receives the report referred to in Article 18, paragraph 2, first subparagraph of Directive 2014/59/EU from the group-level resolution authority, it forwards it to the subsidiaries for which it is competent. The joint decision is taken in the resolution college, after consulting the college of competent authorities and the resolution authorities in the jurisdictions where significant branches are located, insofar as this is relevant for those branches, and taking into account the assessment made pursuant to Article 16 of Directive 2014/59/EU. In case of disagreement, the resolution authority may request the foreign group-level resolution authority to consult the EBA. § 2. In the absence of a joint decision as referred to in paragraph 1, the provisions of Article 450/1 apply by analogy. The resolution authority makes its views and reservations known to the other resolution authorities concerning the decisions that these resolution authorities will take themselves. The resolution authority may, until the end of the relevant time limit referred to in Article 18, paragraph 5 of Directive 2014/59/EU and as long as no joint decision has been taken, refer a matter referred to in Article 452 to the EBA pursuant to Article 19 of Regulation No. 1093/2010. § 3. The joint decisions and the decisions taken in the absence of a joint decision, as referred to in this article, are recognized by the resolution authority and, where appropriate, applied in Belgium.] 1

( 1 )<W 2021-07-11/08 , art. 247, 027; Inwerkingtreding : 23-07-2021>

Afdeling IV. [ 1

• Common provision] 1

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( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

Art.

452 . [ 1 In the event of failure to reach a joint decision on the taking of measures as referred to in Article 232, second paragraph, 7° or 8° or as referred to in Article 17, paragraph 5, points g), h) or k) of Directive 2014/59/EU, the resolution authority may request assistance from the EBA in accordance with Article 19, paragraph 3 of Regulation No. 1093/2010 in reaching agreement.] 1

( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

TITEL V. [ 1

• Resolution of groups] 1

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( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

HOOFDSTUK I. [ 1

• Scope of application] 1

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( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

Art.

453 . [ 1 Subject to the provisions of this Title, Articles 242 to 310 apply to holding companies under Belgian law and to financial institutions under Belgian law as referred to in Article 424, 2°, 3° and 4°.] 1

( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

HOOFDSTUK II. [ 1

• Objectives, conditions and general principles of resolution] 1

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( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

Afdeling I. [ 1

• Conditions for initiating a resolution procedure] 1

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( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

Art.

454 .[ 1 § 1. The resolution authority may apply a resolution tool or power to a financial institution under Belgian law referred to in Article 424, 4° if the conditions referred to in Article 244, § 1 are met, both with regard to the financial institution and with regard to its parent company on which consolidated supervision is exercised. § 2. The resolution authority may apply a resolution tool or power to an entity under Belgian law referred to in Article 424, 2° or 3° if that entity meets the conditions referred to in Article 244, § 1. However, if the credit institution subsidiaries of a mixed holding are directly or indirectly owned by a financial intermediate holding company under Belgian law, the mixed holding may not be designated as an entity to be resolved. In that case, the resolution authority exercises the resolution tools and powers exclusively at the level of the financial intermediate holding company or at the level of the credit institution subsidiaries themselves. § 3. Even if an entity under Belgian law referred to in Article 424, 2° or 3° does not meet the conditions referred to in Article 244, § 1, the resolution authority may apply a resolution tool or power to this entity if all of the following conditions are met: 1° the entity is an entity to be resolved; 2° one or more subsidiaries that are credit institutions but are not entities to be resolved meet the conditions referred to in Article 244, § 1; 3° the subsidiaries referred to in point 2° are in such a financial situation that their failure poses a threat to the group to be resolved as a whole and it is necessary to apply resolution tools to the entity either for the resolution of the group to be resolved as a whole or for the resolution of the subsidiaries that are credit institutions. § 4. For the application of paragraphs 2 and 3, the resolution authority may decide to ignore any potential transfer of capital or losses between entities within a Belgian group that is not cross-border, including the exercise of write-down or conversion powers, when assessing whether the conditions referred to in Article 244, § 1 are met with regard to one or more subsidiaries that are credit institutions.] 1

( 1 )<W 2021-07-11/08 , art. 248, 027; Inwerkingtreding : 23-07-2021>

Afdeling II. [ 1

• General principles on resolution] 1

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( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

Art.

455 . [ 1 When taking decisions or applying measures under this Title, which may have an effect in one or more Member States, the resolution authority, where appropriate in its capacity as the group-level resolution authority and where appropriate together with the other competent authorities, additionally observes the following general principles: 1° decision-making is effective and resolution costs are kept as low as possible when taking resolution measures; 2° decisions and measures must be taken and applied promptly and with due expedition if required; 3° the resolution authority and the competent authorities cooperate to ensure that decisions and measures are taken in a coordinated and efficient manner; 4° the interests of Belgium are carefully weighed and in particular the effect of a decision or measure, or the failure thereof, on the financial stability, budgetary resources, the resolution fund, the deposit guarantee scheme or the investor compensation scheme of Belgium; 5° the interests of each individual Member State where a subsidiary is located are carefully weighed and in particular the effect of a decision or measure, or the failure thereof, on the financial stability, budgetary resources, the resolution fund, the deposit guarantee scheme or the investor compensation scheme of that Member State; 6° the interests of each Member State where significant branches are located are carefully weighed and in particular the effect of a decision or measure, or the failure thereof, on the financial stability of that Member State; 7° the objective of weighing the interests of the different Member States concerned and preventing the interests of a specific Member State from being harmed or unfairly protected, and that the burdens are not distributed unfairly among the Member States, is duly taken into account; 8° when, under this Title, an authority must be consulted before a decision or measure is taken, the consultation relates at least to those elements of the proposed decision or proposed measure that are likely to have an effect on: i) the EEA parent company, the subsidiary or the branch; and ii) the stability of the Member State where the EEA parent company, the subsidiary or the branch is located; 9° the resolution authority takes into account and gives effect to the resolution plans referred to in Article 226 or Article 439 when taking resolution measures, unless the resolution authority, taking into account the circumstances of the case, is of the opinion that the resolution objectives can be achieved more effectively by measures not provided for in the resolution plans; 10° the transparency requirement, if a proposed decision or proposed measure is likely to have consequences for the financial stability, budgetary resources, the resolution fund, the deposit guarantee scheme or the investor compensation scheme of any Member State concerned; and 11° coordination and cooperation lead to a result where the total resolution costs are lower.] 1

( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

Art.

456 . [ 1 In the resolution of a group entity, the resolution authority makes reasonable efforts to apply the resolution tools and exercise the resolution powers in such a way that their effect on other group entities and on the group as a whole remains as limited as possible, and that the adverse effects thereof on the financial stability of the European Economic Area and its Member States, and in particular in the countries where the group is active, also remain as limited as possible.] 1

( 1 )<Ingevoegd bij KB 2015-12-26/07 , art. 5, 005; Inwerkingtreding : 01-01-2016>

HOOFDSTUK III. [ 1

• Write-down or conversion of relevant capital instruments and eligible liabilities] 1

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( 1 )<W 2021-07-11/08 , art. 249, 027; Inwerkingtreding : 23-07-2021>

Art.

§ 1. The resolution authority shall exercise the power referred to in Article 250, § 1 without delay when at least one of the following conditions is met: 1° in the case of relevant capital instruments and eligible liabilities issued by a subsidiary under Belgian law referred to in Article 250, § 2, which are recognised for meeting the regulatory own funds requirements on an individual and consolidated basis, the appropriate authority of the member state of the consolidating supervisor and the resolution authority shall make a joint determination in the form of a joint decision in accordance with Article 465, § 2, stating that the group will no longer be viable unless the resolution authority exercises that power; 2° in the case of relevant capital instruments and eligible liabilities issued by a parent undertaking under Belgian law referred to in Article 250, § 2, which are recognised for meeting the regulatory own funds requirements on an individual basis at the level of the parent undertaking under Belgian law or on a consolidated basis, the resolution authority shall determine that the group will no longer be viable unless it exercises that power. § 2. Relevant capital instruments and eligible liabilities issued by a subsidiary under Belgian law shall not be written down or converted on less favourable terms than capital instruments or eligible liabilities of the same rank that are written down or converted at the level of the parent undertaking. § 3. In the case of relevant capital instruments or eligible liabilities issued by a subsidiary of a Belgian group which are recognised for meeting the regulatory own funds requirements on an individual and consolidated basis, the resolution authority, in its capacity as the resolution authority at group level, may make a joint determination in the form of a joint decision in accordance with Article 465, § 2, with the appropriate authority of the member state of the subsidiary, stating that the group will no longer be viable unless the power to write down or convert relevant capital instruments and eligible liabilities is exercised. § 4. Where the relevant capital instruments are recognised for meeting the own funds requirements on an individual basis in accordance with Article 92 of Regulation No 575/2013, the authority responsible for making the determination referred to in Article 250, § 4 is the appropriate authority of the member state where, in accordance with Title III of Directive 2013/36/EU, authorisation has been granted to the institution or entity referred to in Article 424, 2° to 4°. Where the relevant capital instruments or the eligible liabilities referred to in Article 250, § 2 are recognised for meeting the requirement referred to in Article 267/5/4, § 1, the authority responsible for making the determination referred to in Article 250, § 4 is the appropriate authority of the member state where, in accordance with Title III of Directive 2013/36/EU, authorisation has been granted to the institution or entity referred to in Article 424, 2° to 4°.

Art. 458. § 1. When the resolution authority considers making a determination referred to in Article 250, § 4, 2° or 3° or Article 457, § 1 or § 3 with regard to a subsidiary that issues relevant capital instruments or eligible liabilities referred to in Article 250, § 2 with a view to meeting the requirement on an individual basis referred to in Article 267/5/4, which are recognised for meeting the regulatory own funds requirements on an individual and consolidated basis, the resolution authority, after consulting the resolution authority of the entity to be resolved and within 24 hours of that consultation, shall notify: 1° the consolidating supervisor and, where appropriate, the appropriate authority of the member state where the consolidating supervisor is established; 2° the resolution authorities of other entities within the same group to be resolved that have directly or indirectly purchased debts from the entity falling under Article 267/5/4, § 1, as referred to in Article 267/5/4, § 2. § 2. When the resolution authority considers making a determination referred to in Article 457, § 1, 1° and § 3, it shall without delay notify the competent authority of each credit institution or holding referred to in Article 424, 1°, 2°, 3° and 4° that has issued relevant capital instruments with regard to which the power of write-down or conversion should be exercised if that determination were to be made, and, where appropriate, the appropriate authority of the member state where that competent authority is established. § 3. The notification referred to in § 1 and § 2 shall be accompanied by an explanation of the reasons why the resolution authority considers making the determination. § 4. Having made a notification as referred to in § 1 or § 2, the resolution authority, after consulting the authorities to which that notification was addressed in accordance with paragraph 1, 1° or paragraph 2, shall check whether an alternative measure is available for the exercise of the power referred to in Article 250, § 1. If the resolution authority considers that an alternative measure is available, it shall ensure that that measure is applied. If the resolution authority considers that no alternative measures are available, it shall decide whether the determination referred to in § 1 or § 2 that it is considering is appropriate. § 5. For the purposes of § 4, "alternative measures" shall mean recovery measures or a transfer of resources or capital from the parent undertaking that can address the circumstances that would otherwise require a determination as referred to in § 1 or § 2 within an adequate timeframe. § 6. In making the determination referred to in § 1 and § 2, the resolution authority shall take into account the possible consequences of the exercise of the power referred to in Article 250, § 1 in all member states where the credit institution or group is active. § 7. When the resolution authority makes a determination referred to in Article 457, § 1, 1°, it shall without delay notify the appropriate authorities of the member states where the subsidiaries are established.

CHAPTER IV.

• Resolution instruments

Section I.

• Procedure for determining the minimum requirement for own funds and eligible liabilities

Art. 459. The minimum requirement for own funds and eligible liabilities for credit institutions and entities referred to in Article 424, 2° to 4°, which are part of a group, shall be determined in accordance with the provisions of Articles 267/3 to 267/5/5.

Art. 460. § 1. The resolution authority, as the case may be in its capacity as the resolution authority of the entity to be resolved, as the group-level resolution authority or as the authority responsible for the subsidiaries of a group to be resolved to which the requirement on an individual basis referred to in Article 267/5/4 applies, shall endeavour, on the basis of the notification of a draft joint decision, to reach a joint decision with the relevant foreign resolution authorities on: 1° the amount of the requirement applied at the consolidated level of the group to be resolved for each entity to be resolved; and 2° the amount of the requirement to be applied on an individual basis to each entity of a group to be resolved that is not an entity to be resolved. § 2. The joint decision referred to in paragraph 1 ensures compliance with Articles 267/5/3 and 267/5/4 and is fully reasoned and communicated to: 1° each entity to be resolved by its resolution authority; 2° each entity of a group to be resolved that is not an entity to be resolved, by the resolution authority of that entity; 3° the EEA parent undertaking of the group by the resolution authority of the entity to be resolved, if that EEA parent undertaking is not itself an entity to be resolved of the same group to be resolved. The joint decision may provide that, if this is consistent with the resolution strategy and the entity to be resolved does not have sufficient instruments directly or indirectly purchased that comply with Article 267/5/4, § 2, the subsidiary shall partially comply with the requirements referred to in Article 267/5/1, § 6 with instruments issued to and purchased by entities that are not part of the group to be resolved, in accordance with Article 267/5/4, § 2. § 3. If two or more MSI entities belonging to the same MSI are entities to be resolved or entities from third countries that would be entities to be resolved if they were established in the Union, the resolution authorities referred to in paragraph 1 shall discuss and, if appropriate and consistent with the resolution strategy of the MSIs, make arrangements for the application of Article 72 sexies of Regulation No 575/2013 and any adjustment to minimise or eliminate the difference between the sum of the amounts referred to in Article 267/5/2, § 4, 1°, and Article 12 bis, point a) of Regulation No 575/2013 for individual entities to be resolved or entities from third countries and the sum of the amounts referred to in Article 267/5/2, § 4, 2°, and Article 12 bis, point b) of Regulation No 575/2013. Such an adjustment may be applied subject to the following: 1° the adjustment may be applied with regard to differences in the calculation of the total risk exposure amount between the relevant member states or third countries by adjusting the level of the requirement; 2° the adjustment shall not be applied to eliminate differences resulting from exposures between groups to be resolved. The sum of the amounts referred to in Article 267/5/2, § 4, 1°, and Article 12 bis, point a) of Regulation No 575/2013 for individual entities to be resolved or entities from third countries that would be entities to be resolved if they were established in the Union, shall not be lower than the sum of the amounts referred to in Article 267/5/2, § 4, 2°, and Article 12 bis, point b) of Regulation No 575/2013.

Art. 461. § 1. If, within four months from the notification of a draft joint decision by the resolution authority to the relevant foreign resolution authorities, no joint decision is taken in accordance with Article 460 due to a disagreement regarding a consolidated requirement for the group to be resolved as referred to in Article 267/5/3, the resolution authority of the entity to be resolved shall take a decision on that requirement after having duly taken into account: 1° the assessment carried out by the relevant resolution authorities of entities of the group to be resolved that are not entities to be resolved; 2° the opinion of the resolution authority at group level, if different from the resolution authority of the entity to be resolved. If a relevant resolution authority refers the matter to the EBA in accordance with Article 19 of Regulation No 1093/2010 at the end of the four-month period referred to in the first paragraph, the resolution authority of the entity to be resolved shall defer its decision pending any decision taken by the EBA. The EBA shall take into account points 1° and 2° of the first paragraph when taking its decision. The resolution authority shall take its decision in accordance with the decision of the EBA. The four-month period referred to in the first paragraph shall be considered as the mediation phase within the meaning of Regulation No 1093/2010. The matter shall not be referred to the EBA after the expiry of that four-month period or after a joint decision has been taken. If the EBA does not take a decision within one month after the matter has been referred to it, the decision of the resolution authority of the entity to be resolved shall apply. § 3. If, within four months from the notification of a draft joint decision by the resolution authority to the relevant foreign resolution authorities, no joint decision is taken due to a disagreement regarding the level of the requirement referred to in Article 267/5/4 to be applied on an individual basis to an entity of a group to be resolved, the resolution authority of that entity shall take the decision, provided that all the following conditions are met: 1° the written views and reservations communicated by the resolution authority of the entity to be resolved have been duly taken into account; and 2° if a resolution authority at group level differs from the resolution authority of the entity to be resolved, the written views and reservations of the resolution authority at group level have been duly taken into account. If the resolution authority of the entity to be resolved or the resolution authority at group level refers the matter to the EBA in accordance with Article 19 of Regulation No 1093/2010 within the four-month period referred to in the first paragraph, the resolution authorities competent for the subsidiaries on an individual basis shall defer their decision pending any decision taken by the EBA. The EBA shall take into account points 1° and 2° of the first paragraph when taking its decision. The resolution authorities shall take their decision in accordance with the decision of the EBA. The four-month period referred to in the first paragraph shall be considered as the mediation phase within the meaning of Regulation No 1093/2010. The matter shall not be referred to the EBA after the expiry of the four-month period or after a joint decision has been taken. The resolution authority of the entity to be resolved or the resolution authority at group level shall not refer the matter to binding mediation by the EBA if the level established by the resolution authority of the subsidiary: 1° lies within a bandwidth of 2% of the total risk exposure amount, calculated in accordance with Article 92, paragraph 3, of Regulation No 575/2013; and 2° complies with Article 267/5/1, § 6. If the EBA does not take a decision within one month after the matter has been referred to it, the decisions of the resolution authorities of the subsidiaries shall apply. § 4. If, within four months from the notification of a draft joint decision by the resolution authority to the relevant foreign resolution authorities, no joint decision is taken due to a disagreement regarding the level of the consolidated requirement for the group to be resolved and the level of the requirement to be applied on an individual basis to the entities of the group to be resolved, the following shall apply: 1° a decision shall be taken on the level of the requirement to be applied on an individual basis to the subsidiaries of the group to be resolved in accordance with paragraph 3; 2° a decision shall be taken on the level of the consolidated requirement for the group to be resolved in accordance with paragraph 2.

Art. 462. § 1. The joint decision referred to in Article 460, § 1 and all decisions referred to in Article 461, § 2, § 3 and § 4 taken by the resolution authorities in the absence of a joint decision shall be binding on the relevant resolution authorities. The joint decision and all decisions taken in the absence of a joint decision shall be regularly evaluated and updated if necessary. § 2. In coordination with the competent authorities, the resolution authorities shall require and verify that entities comply with the requirement referred to in Article 267/3 and shall take any decision under this article in parallel with the preparation and maintenance of resolution plans.

Section II.

• Implementation of the internal bail-in instrument

Art. 463. Within one month after the application of the internal bail-in instrument to different legal persons forming part of a Belgian group to achieve the objectives referred to in Article 267/1, § 1, 1°, the Belgian EEA parent undertaking shall draw up a recovery plan as referred to in Article 267/11 for all credit institutions of that group and submit it for approval to the resolution authority, in its capacity as the resolution authority at group level, in accordance with the procedure referred to in Article 267/12. In its capacity as the resolution authority at group level, the resolution authority shall communicate the recovery plan to the resolution authorities of the subsidiaries of the Belgian EEA parent undertaking and to the EBA.

CHAPTER V.

• Procedural requirements

Art. 464. If the resolution authority itself receives a notification as referred to in Article 81, paragraph 2 or paragraph 3 of Directive 2014/59/EU, it may notify the following authorities thereof: 1° the supervisor; 2° the Guarantee Fund; 3° the Minister of Finance.

CHAPTER VI.

• Resolution of cross-border groups

Section I.

• General principles

Art. 465. § 1. When a group resolution scheme is drawn up pursuant to this Chapter: 1° account shall be taken of and give effect to the group resolution plans referred to in Article 439, unless the resolution authorities, taking into account the circumstances of the case, consider that the objectives can be achieved more effectively by measures not provided for in the group resolution plans; 2° the resolution measures to be taken by the relevant resolution authorities with regard to the EEA parent undertaking or certain group entities shall be outlined in order to meet the resolution objectives and principles referred to in Articles 243, 245, 454, 455 and 456; 3° it shall be described how these resolution measures are to be coordinated; 4° a financing plan shall be established taking into account the group resolution plan and the principles for the distribution of responsibility established in accordance with Article 441, § 1, 5°. § 2. Unless otherwise provided below, the group resolution scheme shall take the form of a joint decision of the resolution authority at group level and the resolution authorities competent for the subsidiaries falling under the group resolution scheme. The EBA may, at the request of a resolution authority, assist the resolution authorities in reaching a joint decision in accordance with Article 31, point c), of Regulation No 1093/2010.

465/1 . [ 1 § 1. The financing plan referred to in Article 465, § 1, 4°, includes: 1° an assessment as referred to in Article 246 regarding the group entities concerned; 2° the losses that each affected group entity must recognize at the moment the resolution tools are applied; 3° for each affected group entity, the losses that each category of shareholders and creditors would suffer; 4° any contribution that the Guarantee Fund and other national deposit guarantee schemes must make pursuant to Article 384/1 or pursuant to Article 109(1) of Directive 2014/59/EU; 5° the total contribution by financing arrangements for resolution and the purpose and form of the contribution; 6° the basis for calculating the amount that each national financing arrangement of the Member States where the affected group entities are established must contribute to the financing of the group resolution to build up the contribution referred to in point 5°; 7° the amount that the national financing arrangement of each affected group entity must contribute to the financing of the group resolution, as well as the form of those contributions; 8° the amount of loans that the financing arrangements of the Member States where the affected entities are established will obtain from credit institutions, financial institutions, and other parties, in accordance with Article 6/3, § 1, of the Act of 28 December 2011 on the Resolution Fund or Article 105 of Directive 2014/59/EU; 9° the deadline for the use of the financing arrangements of the Member States where the affected entities are established, which may be extended if necessary. § 2. The basis for distributing the contribution referred to in paragraph 1, point 5°, must comply with the provisions of Article 3, 9°, of the Royal Decree of 5 March 2017 implementing the Act of 25 April 2014 on the status of and supervision over credit institutions and securities companies, concerning the drawing up of resolution plans and group resolution plans and the assessment of resolvability, unless otherwise provided for in the financing plan. The calculation of the contribution of each national financing arrangement is, unless otherwise provided for in the financing plan, based in particular on: 1° the size of the risk-weighted assets of the group held by the entities referred to in Article 424, 1° to 4°, which are established in the Member State of that resolution financing arrangement; 2° the size of the assets of the group held by the entities referred to in Article 424, 1° to 4°, which are established in the Member State of that resolution financing arrangement; 3° the size of the losses that led to the need for a group resolution originating in group entities under the supervision of the competent authorities in the Member State of that resolution financing arrangement; and 4° the size of the resources of the group's financing arrangement that are expected to be used directly for group entities established in the Member State of that resolution financing arrangement in the context of the financing plan.] 1

( 1 )<Inserted by Act 2017-12-05/04 , art. 76, 015; Entry into force: 28-12-2017>

Art.

466 . [ 1 § 1. The resolution authority shall carry out all acts referred to in this Chapter without delay, taking into account the urgent nature of the situation. § 2. If a group resolution scheme has not been implemented and the resolution authority takes resolution measures with respect to a group entity, it shall in any case cooperate closely with the resolution college to achieve a coordinated resolution strategy for all group entities that are failing or likely to fail. § 3. When the resolution authority takes a resolution measure with respect to a group entity, it shall keep the members of the resolution college regularly and fully informed of these measures and of the progress made in their implementation.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Art.

467 . [ 1 When a joint decision or a decision in the absence of a joint decision is taken pursuant to Articles 472 to 477, the resolution authority shall recognize these decisions as final and shall apply them in Belgium if necessary.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Section II. [ 1

• Resolution Colleges] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Art.

468 .[ 1 § 1. [3 Without prejudice to Article 470, the resolution authority, in its capacity as the group-level resolution authority, shall establish resolution colleges to carry out the tasks referred to in Articles 439, 449, 450, 459 to 462, and in Section IV of this Chapter, and to, if necessary, ensure cooperation and coordination with resolution authorities of third countries.] 3 In its capacity as the group-level resolution authority, the resolution authority is not obliged to establish a resolution college if other groups or colleges perform the same functions and carry out the same tasks as those mentioned in this article and comply with all the conditions and procedures laid down in this article and Article 471, including those concerning membership of and participation in resolution colleges. In such a case, all references to resolution colleges in this Act shall also be considered as references to these other groups or colleges. § 2. Within the resolution colleges, the resolution authority, in its capacity as the group-level resolution authority, together with the other members of the college, shall perform the following tasks: 1° exchanging information relevant for the drawing up of group resolution plans, for the exercise of preparatory and preventive powers at group level, and for group resolution; 2° drawing up group resolution plans; 3° assessing the resolvability of groups; 4° exercising powers to reduce or remove impediments to the resolvability of groups; 5° deciding on the need to set up a group resolution scheme as referred to in Section IV of this Chapter; 6° agreeing on a group resolution scheme proposed pursuant to Section IV of this Chapter; 7° coordinating the public communication of group resolution strategies and plans; 8° coordinating the use of financing arrangements; 9° [3 setting the minimum requirements for groups at consolidated and subsidiary level in accordance with Articles 459 and 460.] 3 Resolution colleges may be used as a discussion forum for issues concerning cross-border group resolution. § 3. The resolution authority, in its capacity as the group-level resolution authority, and the other members of the college shall work closely together. § 4. The resolution authority is, in its capacity as the group-level resolution authority, the chair of the resolution college. In that capacity: 1° it draws up written arrangements and procedures for the functioning of the resolution college, after consulting the other members of the resolution college; 2° it coordinates all the work of the resolution college; 3° it convenes and chairs all meetings, and informs all members of the resolution college in advance fully about the organization of resolution college meetings, the main agenda items, and the points to be considered; 4° it informs the members of the resolution college about planned meetings so that they may request to participate; 5° it decides, based on specific needs, which members and observers should be invited to certain resolution college meetings, taking into account the relevance of the point to be discussed for those members and observers, in particular the consequences for financial stability in the Member States concerned, and taking into account the right of resolution authorities to participate in meetings when there are agenda items on which a joint decision must be taken or which concern a group entity located in their Member State; 6° it informs all members of the college in good time about the decisions and results of those meetings. § 5. In its capacity as the group-level resolution authority, [2 the resolution authority invites the following authorities to] 2 participate in a resolution college established by it: 1° the foreign resolution authorities of each Member State in which a subsidiary subject to consolidated supervision is established; 2° the foreign resolution authorities of the Member States where a parent undertaking of one or more institutions of the group, which is an entity referred to in Article 424, 3°, is established; 3° the foreign resolution authorities of Member States where significant branches are established; 4° the consolidating supervisor and the competent authorities of the Member States of which the resolution authority is a member of the resolution college; 5° the competent ministries, if the resolution authorities that are members of the resolution college are not the competent ministries; 6° the government authority responsible for deposit guarantee schemes of a Member State, if the resolution authority of that Member State is a member of a resolution college; 7° the EBA; 8° at their request and solely as observers, the resolution authorities of third countries, if a parent undertaking or a credit institution established in the EEA has a subsidiary credit institution or a branch located in those countries that would be considered significant if it were located in the EEA, provided that they are subject to confidentiality requirements that, in the opinion of the resolution authority, in its capacity as the group-level resolution authority, are equivalent to those applicable to the resolution authority.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Act 2019-05-02/25 , art. 66, 019; Entry into force: 31-05-2019> ( 3 )<Act 2021-07-11/08 , art. 257, 027; Entry into force: 23-07-2021>

Art.

469 . [ 1 In its capacity as the resolution authority competent for the resolution of group entities under Belgian law that are subsidiaries of an EER parent undertaking, the resolution authority shall participate in the resolution colleges established by the foreign group-level resolution authority.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Art.

470 .[ 1 § 1. If a credit institution subject to the law of a third country or a parent undertaking subject to the law of a third country has subsidiaries or EER parent undertakings in Belgium and in one or more other Member States or has two or more branches that are considered significant by Belgium and by one or more other Member States in light of the assessment criteria of Article 51(1), second subparagraph, of Directive 2013/36/EU, the resolution authority shall, together with the relevant foreign resolution authorities, establish a single European resolution college. § 2. The European resolution college shall perform the tasks referred to in Article 468, § 2, with respect to the entities referred to in paragraph 1 and their branches, if relevant to them. Unless otherwise provided below, the European resolution college shall function as described in Article 468. One of the tasks referred to in the preceding paragraph is setting the requirements referred to in Articles 459 and 460. In setting the requirements referred to in Articles 459 and 460, the members of the European resolution college shall, if necessary, take into account the global resolution strategy approved by the authorities of third countries. If EER-established subsidiaries or an EER parent undertaking and its subsidiary institutions are not entities to be resolved according to the global resolution strategy and the members of the European resolution college agree with that strategy, the EER-established subsidiaries or, on a consolidated basis, the EER parent undertaking shall comply with the requirement of Article 267/5/4, § 1, by issuing the instruments referred to in Article 267/5/4, § 2, 1° and 2°, to their ultimate parent established in a third country or to the subsidiaries of that ultimate parent established in that same third country or to other entities in accordance with the conditions of Article 267/5/4, § 2, 1°, under a), and 2°, under b). § 3. If only one EER parent undertaking owns all EER subsidiaries of a credit institution of a third country or parent undertaking of a third country, the European resolution college shall be chaired by the resolution authority of the Member State where the EER parent undertaking is established. If the preceding paragraph does not apply, the European resolution college shall be chaired by the resolution authority of an EER parent undertaking or an EER subsidiary with the highest total amount of assets recorded on its balance sheet. § 4. By mutual agreement among all relevant parties, the resolution authorities are not obliged to establish a European resolution college if another group or another college performs the same functions and carries out the same tasks as those mentioned in this article and complies with all the conditions and procedures laid down in this article and Article 471, including those concerning membership of and participation in European resolution colleges. In such a case, all references to European resolution colleges in this Act shall also be considered as references to these other groups or colleges. § 5. Subject to paragraphs 3 and 4, the European resolution college shall otherwise function in accordance with Article 468.] 1

( 1 )<Act 2021-07-11/08 , art. 258, 027; Entry into force: 23-07-2021>

Section III. [ 1

• Information Exchange] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Art.

471 .[ 1 § 1. The resolution authority shall cooperate closely with the resolution authorities competent for the resolution of group entities under foreign law for the resolution of cross-border groups. To that end, they shall provide each other, upon request, with all relevant information and share all essential information on their own initiative. [2 In its capacity as the group-level resolution authority, the resolution authority shall coordinate the flow of all relevant information between the relevant resolution authorities and supervisors. It shall in particular provide foreign resolution authorities and supervisors in good time with all relevant information to facilitate the exercise of the tasks of the resolution college as referred to in Article 468, § 2.] 2 § 2. The resolution authority shall share information with the Minister of Finance regarding the resolution of cross-border groups if this information relates to a decision or matter as referred to in Article 268, § 2 and Article 292, 5°, or if it may have consequences for public funds.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Act 2019-05-02/25 , art. 67, 019; Entry into force: 31-05-2019>

Section IV. [ 1

• Procedural Requirements for Cross-Border Group Resolution] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Subsection I. [ 1

• Group Resolution involving a Belgian subsidiary of a Belgian EER parent undertaking] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Art.

472 .[ 1 § 1. When the resolution authority decides that a credit institution under Belgian law or a group entity under Belgian law as referred to in Article 424, 2°, 3° or 4° that is a subsidiary of a Belgian EER parent undertaking meets the conditions referred to in Article 244 or 454, it shall inform the supervisor and the members of the relevant resolution college without delay of the following: 1° the decision that the credit institution or the relevant group entity meets the conditions laid down in Article 244 or 454; and 2° the resolution measures or liquidation procedure that the resolution authority considers appropriate for that credit institution or group entity. § 2. In its capacity as the group-level resolution authority, the resolution authority shall, after consulting the other members of the resolution college, assess the likely impact of the measures communicated pursuant to paragraph 1 on the group and on group entities in other Member States, and in particular whether the relevant measures increase the likelihood that a group entity in another Member State will meet the resolution conditions. § 3. If the resolution authority, in its capacity as the group-level resolution authority, considers that the measures communicated pursuant to paragraph 1 do not increase the likelihood that a group entity in another Member State will meet the resolution conditions laid down in Article 244 or 454, it may apply the measures thus communicated or other measures. § 4. If the resolution authority, in its capacity as the group-level resolution authority, considers that the measures communicated pursuant to paragraph 1 increase the likelihood that a group entity in another Member State will meet the resolution conditions laid down in Article 244 or 454, it shall, no later than 24 hours after receipt of the notification under paragraph 1, propose a group resolution scheme that meets the requirements of Article 465, § 1, and submit it to the resolution college. It may, however, extend the 24-hour period [2 with the consent of the resolution authority that issued the notification referred to in paragraph 1.] 2 § 5. In its capacity as the group-level resolution authority, the resolution authority shall, together with the foreign resolution authorities that do not disagree, take a joint decision on a group resolution scheme covering the relevant group entities, in accordance with Article 465, § 2.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Act 2019-05-02/25 , art. 68, 019; Entry into force: 31-05-2019>

Subsection II. [ 1

• Group Resolution involving a Belgian subsidiary of an EER parent undertaking in another Member State] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Art.

473 . [ 1 § 1. When the resolution authority decides that a credit institution under Belgian law or a group entity under Belgian law as referred to in Article 424, 2°, 3° or 4° that is a subsidiary of an EER parent undertaking in another Member State meets the conditions referred to in Article 244 or 454, it shall inform the foreign group-level resolution authority, the consolidating supervisor, and the members of the relevant resolution college without delay of: 1° the decision that the credit institution or the relevant group entity meets the conditions laid down in Article 244 or 454; and 2° the resolution or winding-up measures that the resolution authority considers appropriate for that credit institution or group entity. § 2. The resolution authority shall consult with the foreign group-level resolution authority on the likely impact of the measures communicated pursuant to paragraph 1 on the group and on group entities in other Member States, and in particular whether the relevant measures increase the likelihood that a group entity in another Member State will meet the resolution conditions. § 3. If the foreign group-level resolution authority considers that the measures communicated pursuant to paragraph 1 do not increase the likelihood that a group entity in another Member State will meet the resolution conditions laid down in Article 244 or 454, the resolution authority may take the measures thus communicated or other measures. § 4. If the foreign group-level resolution authority considers that the measures communicated pursuant to paragraph 1 increase the likelihood that a group entity in another Member State will meet the resolution conditions laid down in Article 244 or 454, the following shall apply: 1° the resolution authority may consent to an extension of the period within which the foreign group-level resolution authority must submit a group resolution scheme to the resolution college; 2° if the foreign group-level resolution authority has not carried out an assessment within a period of 24 hours, or a longer period if agreed, after receipt of the notification referred to in paragraph 1, the resolution authority may take the resolution measures or other measures communicated pursuant to paragraph 1; 3° if the foreign group-level resolution authority has proposed a group resolution scheme and the resolution authority agrees with it, it shall take a joint decision on the resolution scheme together with the foreign group-level resolution authority and the foreign resolution authorities; 4° if the resolution authority does not agree with the group resolution scheme proposed by the foreign group-level resolution authority, or for reasons of financial stability believes it is necessary to take independent resolution measures with respect to the relevant Belgian credit institution or group entity that differ from those proposed under the scheme, it shall detail its reasons for disagreement, notify this reasoning to the foreign group-level resolution authority and the relevant foreign resolution authorities, and indicate which measures it intends to take. The resolution authority shall take into account the group resolution plans referred to in Article 439, the possible consequences for financial stability in the Member States concerned, and the possible consequences of the measures on other group entities in its reasoning.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07 , art. 5, 005; Entry into force: 01-01-2016>

Subsection III. [1

• Group resolution involving a foreign subsidiary of a Belgian EEA parent undertaking] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

474 . [1 § 1. When the resolution authority, in its capacity as the group-level resolution authority, becomes aware of a decision referred to in Article 91(1) of Directive 2014/59/EU concerning a credit institution or a group entity under foreign law referred to in Article 424, 2°, 3° or 4°, which is a subsidiary of a Belgian EEA parent undertaking, it shall, after consulting the other members of the relevant resolution college, assess the likely impact of the resolution or insolvency measures thus notified on the group and on group entities in other Member States, and in particular whether the measures concerned increase the likelihood that a group entity in another Member State will meet the resolution conditions. § 2. If the resolution authority, in its capacity as the group-level resolution authority, after consulting the other members of the resolution college, considers that the measures notified in accordance with paragraph 1 do not increase the likelihood that a group entity in another Member State will meet the resolution conditions set out in Article 244 or 454, it shall inform the foreign resolution authority that made the notification thereof without delay. If the resolution authority, in its capacity as the group-level resolution authority, after consulting the other members of the resolution college, considers that the measures notified in accordance with paragraph 1 increase the likelihood that a group entity in another Member State will meet the resolution conditions set out in Article 244 or 454, it shall, no later than 24 hours after receipt of the notification under paragraph 1, propose a group resolution scheme that meets the requirements of Article 465(1) and submit it to the resolution college. It may extend the 24-hour period with the consent of the foreign resolution authority that made the notification referred to in paragraph 1. § 3. In its capacity as the group-level resolution authority, the resolution authority shall, together with the foreign resolution authorities that do not object, take a joint decision on a group resolution scheme covering the relevant group entities, in accordance with Article 465(2).] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Subsection IV. [1

• Group resolution involving a foreign subsidiary of an EEA parent undertaking in another Member State] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

475 . [1 § 1. When the resolution authority, in its capacity as a member of a resolution college, becomes aware of a decision referred to in Article 91(1) of Directive 2014/59/EU concerning a credit institution or a group entity under foreign law referred to in Article 424, 2°, 3° or 4°, which is a subsidiary of an EEA parent undertaking in another Member State, it shall consult with the other members of the resolution college on the likely impact of the resolution or winding-up measures thus notified on the group and on group entities in other Member States, and in particular whether the measures concerned increase the likelihood that a group entity in another Member State will meet the resolution conditions. § 2. If the foreign group-level resolution authority considers that the measures notified in accordance with paragraph 1 increase the likelihood that a group entity in another Member State will meet the resolution conditions and has proposed a group resolution scheme within 24 hours after receipt of the notification referred to in § 1, the following shall apply: 1° if the resolution authority agrees with the proposed group resolution scheme, it shall, together with the foreign group-level resolution authority and the foreign resolution authorities, take a joint decision on the resolution scheme; 2° if the resolution authority does not agree with the group resolution scheme proposed by the foreign group-level resolution authority, or for reasons of financial stability believes it necessary to take independent resolution measures regarding a Belgian credit institution or group entity under Belgian law that differ from those proposed under the scheme, it shall detail the reasons for its disagreement, notify this reasoning to the foreign group-level resolution authority and the relevant foreign resolution authorities, and indicate which measures it intends to take. In its reasoning, the resolution authority shall take into account the group resolution plans referred to in Article 439, the possible consequences for financial stability in the Member States concerned, and the possible consequences of the measures on other group entities.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Subsection V. [1

• Group resolution involving a Belgian EEA parent undertaking] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

476 . [1 § 1. If the resolution authority, in its capacity as the group-level resolution authority, decides that a Belgian EEA parent undertaking meets the conditions set out in Article 244 or 454, it shall inform the supervisor and the other members of the relevant resolution college without delay of the following: 1° the decision that the parent undertaking meets the conditions set out in Article 244 or 454; and 2° the resolution or winding-up measures that the resolution authority considers appropriate for that parent undertaking. § 2. The resolution or insolvency measures referred to in paragraph 1 may include a group resolution scheme in one or more of the following circumstances: 1° the measures notified in accordance with paragraph 1 at the level of the parent undertaking make it likely that a group entity in another Member State will meet the resolution conditions; 2° the measures at the level of the parent undertaking are not sufficient to stabilize the situation or will probably not yield an optimal result; 3° one or more subsidiaries meet, in the opinion of the resolution authorities competent for those subsidiaries, the resolution conditions; or 4° the measures at the group level benefit the subsidiaries of the group in such a way that a group resolution scheme becomes appropriate. § 3. If the measures proposed by the resolution authority, in its capacity as the group-level resolution authority, under paragraph 1 do not include a group resolution plan, it shall take its decision after consulting the members of the resolution college. This decision shall take into account the financial stability of the Member States concerned and give effect to the group resolution plans referred to in Article 439, unless the resolution authorities, taking into account the circumstances of the case, are of the opinion that the objectives can be achieved more effectively by measures not provided for in the resolution plans; § 4. If the measures proposed by the resolution authority, in its capacity as the group-level resolution authority, under paragraph 1 include a group resolution scheme, it shall, together with the foreign resolution authorities that do not object, take a joint decision, in accordance with Article 465(2).] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Subsection VI. [1

• Group resolution involving an EEA parent undertaking in another Member State] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

477 . [1 When a foreign group-level resolution authority informs the resolution authority that an EEA parent undertaking in another Member State meets the conditions for resolution, the following shall apply: 1° the resolution authority may inform the foreign group-level resolution authority and the other members of the resolution college that, in its opinion, one or more Belgian subsidiaries of the same group also meet the resolution conditions set out in Article 244 or 454; 2° if the measure proposed by the foreign group-level resolution authority does not include a group resolution scheme, the foreign group-level resolution authority shall take its decision after consulting the members of the resolution college; 3° if the measure proposed by the foreign group-level resolution authority includes a group resolution scheme, the resolution authority shall, together with the foreign group-level resolution authority and the foreign resolution authorities that agree therewith, take a joint decision on the resolution scheme; 4° if the resolution authority does not agree with the group resolution scheme proposed by the foreign group-level resolution authority, or for reasons of financial stability believes it necessary to take independent resolution measures regarding the credit institution under Belgian law or group entity concerned that differ from those proposed under the scheme, it shall detail the reasons for its disagreement, notify this reasoning to the foreign group-level resolution authority and the relevant foreign resolution authorities, and indicate which measures it intends to take. In its reasoning, the resolution authority shall take into account the group resolution plans referred to in Article 439, the possible consequences for financial stability in the Member States concerned, and the possible consequences of the measures on other group entities.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

CHAPTER VII. [1

• Relations with third countries] 1

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( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

478 . [1 This Chapter applies to the recognition and enforcement of resolution procedures of third countries and cooperation with third countries, unless and until an international agreement referred to in Article 93(1) of Directive 2014/59/EU with the relevant third country enters into force. It remains applicable after the entry into force of such an international agreement with the relevant third country, and insofar as the recognition and enforcement of resolution procedures of third countries and cooperation with third countries are not governed by that agreement.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

479 . [1 § 1. If a European resolution college has been established in accordance with Article 470, the resolution authority shall, together with the other members of that resolution college, take a joint decision on the recognition, subject to Article 483, of resolution procedures of third countries concerning a credit institution or a parent undertaking of a third country that: 1° has EEA subsidiary credit institutions or branches recognized as significant established in Belgium and one or more other Member States; or 2° has assets, rights or liabilities in or governed by the law of Belgium and one or more other Member States. § 2. If a joint decision on the recognition of the resolution procedures of a third country is reached, the resolution authority shall ensure that the recognized resolution procedures of third countries are enforced in Belgium in accordance with this Act. § 3. In the absence of a joint decision by the resolution authorities participating in the European resolution college, or if no European resolution college exists, the resolution authority shall decide on the recognition and enforcement, subject to Article 483, of the resolution procedures of a third country concerning a credit institution or parent undertaking of a third country. That decision shall duly take into account the interests of each individual Member State where a credit institution or parent undertaking of a third country is active, and in particular the possible effects of the recognition and enforcement of the resolution procedures of a third country on the other parts of the group and financial stability in those Member States.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

480 .[1 The resolution authority is competent to exercise the resolution powers referred to in Articles 276 to 281 with respect to: 1° [2 assets of a credit institution or parent undertaking governed by the law of a third country, located in Belgium or governed by Belgian law]2; 2° [2 rights or obligations of a credit institution governed by the law of a third country, recorded by its branch established in Belgium, governed by Belgian law, or in the event that claims related to such rights and obligations are enforceable in Belgium]2; 3° shares or ownership instruments of an EEA subsidiary credit institution established in Belgium; 4° rights of any party to a contract with an entity referred to in Article 479(1), if those powers are necessary to enforce the resolution procedures of third countries; and 5° rights to terminate, liquidate or accelerate the execution of, or to impair the contractual rights of, entities referred to in Article 479(1) and other group entities, if those rights arise from resolution actions concerning institutions from third countries, the parent undertakings of such entities or other group entities, by either the resolution authority of the third country in question or pursuant to the statutory or regulatory requirements in the field of resolution in that country, provided that the material obligations under the contract, including payment and delivery obligations, are continuously met and the provision of collateral is continued.] 1 [3 If multiple resolution authorities intend to appoint a single special manager for an entity within a group pursuant to Article 280(2) or Article 35 of Directive 2014/59/EU, they shall consider whether it would be more appropriate to appoint the same special manager for all entities concerned to facilitate the restoration of the financial soundness of the entities concerned.] 3 [4 For the purposes of the first paragraph, 3°, an EEA subsidiary credit institution is a credit institution that is a subsidiary of a credit institution of a third country or of a parent undertaking of a third country.] 4

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2016-10-25/05, art. 69, 009; Entry into force: 01-12-2016> ( 3 )<Law 2017-12-05/04, art. 77, 015; Entry into force: 28-12-2017> ( 4 )<Law 2018-03-11/07, art. 255, 016; Entry into force: 26-03-2018>

Art. 481. [1 The resolution authority may, if necessary in the public interest, take resolution measures regarding a Belgian parent undertaking if the relevant authority of a third country is of the opinion that a credit institution established in that third country meets the conditions for resolution under the legislation of that third country. To that end, the resolution authority is competent to exercise any resolution power with respect to the Belgian parent undertaking, and Article 287 applies.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

482 . [1 The recognition and enforcement of resolution procedures of third countries shall not prejudice the application of liquidation procedures.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Art.

483 .[1 The resolution authority may, after consulting the foreign resolution authorities, if a European resolution college has been established, pursuant to Article 479, refuse to recognize or enforce resolution procedures of third countries if it is of the opinion: 1° that the resolution procedures of a third country would have adverse effects on the financial stability of Belgium, or that the procedures would have adverse effects on financial stability in another Member State; 2° [2 that a resolution measure pursuant to Article 484 with respect to a Belgian branch of a credit institution or listed company governed by the law of a third country is necessary to achieve one or more resolution objectives]2; 3° that creditors, including in particular depositors established or required to be paid in a Member State, are not treated in the same way as creditors and depositors with comparable legal rights under the domestic resolution procedures of the third country; 4° that the recognition or enforcement of the resolution procedures of a third country would have significant budgetary consequences for Belgium; or 5° that the consequences of the recognition or enforcement would be contrary to national legislation.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2016-10-25/05, art. 70, 009; Entry into force: 01-12-2016>

Art.

484 .[1 § 1. [2 The resolution authority is competent to take a measure with respect to a Belgian branch of a credit institution or listed company governed by the law of a third country if it is not the subject of a resolution procedure under the law of the third country or if that procedure falls under Article 483. Article 287 applies to the exercise of this power]2. § 2. The resolution authority may exercise the power referred to in paragraph 1 if it considers that a measure is necessary in the public interest and one or more of the following conditions are met: 1° [2 the Belgian branch of a credit institution or listed company governed by the law of a third country no longer meets, or is likely no longer to meet, the conditions for granting the license and carrying out activities in Belgium imposed by Articles 333 and 336 and 603 and 605, and it is not expected that a private sector measure, a supervisory measure or measures by the authorities of the relevant third country would cause the branch to meet the conditions again, or would prevent the failure of the branch within a reasonable time frame]2; 2° the credit institution of the third country is, in the opinion of the resolution authority, unwilling or unable or likely unable to meet its obligations to creditors from the EEA or to obligations arising from or recorded via the branch when they become due, and the resolution authority is convinced that no resolution procedures or liquidation procedures of a third country will be opened or are likely to be opened with respect to that third-country institution within a reasonable time; 3° the relevant resolution authority of a third country has opened resolution procedures of a third country with respect to the credit institution of the third country, or has notified the resolution authority of its intention to open such a procedure. § 3. If the resolution authority takes an independent measure with respect to a Belgian EEA branch, it shall take into account the resolution objectives and take the measure in accordance with the following principles and requirements, insofar as they are relevant: 1° the principles set out in Article 245; 2° the requirements of Book II, Title VIII, Chapter V regarding the application of resolution instruments.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016> ( 2 )<Law 2016-10-25/05, art. 71, 009; Entry into force: 01-12-2016>

Art.

485 . [1 § 1. Where appropriate, the competent authorities or the resolution authority shall conclude non-binding cooperation agreements with third countries that are in line with the framework agreements drawn up by the EBA pursuant to Article 97(2) of Directive 2014/59/EU. This Article does not prevent the competent authorities from concluding bilateral or multilateral agreements with third countries in accordance with Article 33 of Regulation (EU) No 1093/2010. § 2. Cooperation agreements with third countries concluded in accordance with this Article may contain provisions regarding the following matters: 1° the exchange of information necessary for the preparation and maintenance of resolution plans; 2° consultation and cooperation in the preparation of resolution plans, including principles for the exercise of powers under this Chapter and similar powers laid down in the law of the relevant third countries; 3° the exchange of information necessary for the application of resolution instruments and the exercise of resolution powers and similar powers laid down in the law of the relevant third countries; 4° early warning or consultation with parties to the cooperation agreement before a significant measure is taken under this Act or the law of the relevant third country that affects the institution or group to which the agreement relates; 5° the coordination of public communication in the event of joint resolution measures; 6° procedures and arrangements to exchange information and cooperate in accordance with points 1° to 5°, including, where appropriate, by establishing and managing crisis management groups. § 3. The competent authorities and the resolution authority shall notify the EBA of any cooperation arrangement concluded in accordance with this Article.] 1

( 1 )<Inserted by Royal Decree 2015-12-26/07, art. 5, 005; Entry into force: 01-01-2016>

Book XII.

Act of 25 April 2014 on the legal status and supervision of credit institutions (Banking Act)

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Title I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 486

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 487

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 488

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 489

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 490

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Title II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 491

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 492

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 493

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 494

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 495

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 496

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 497

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 498

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 499

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 500

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection V

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 501

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection VI

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 502

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 503

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 504

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 505

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 506

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 507

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 508

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 509

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 510

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 510/1

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 510/2

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection VII

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 511

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection VIII

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 512

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 513

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 514

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 515

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 516

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 517

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 518

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 519

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 520

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 521

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 522

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 523

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 524

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 525

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 526

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 527

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 528

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 529

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 529/1

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 530

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection V

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 531

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection VI

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 532

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 533

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 534

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 535

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 536

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 537

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection VII

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 538

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection VIII

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 538/1

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 539

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 540

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 541

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 542

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 543

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 544

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 545

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 546

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 547

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 548

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 549

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 550

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section V

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 551

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 552

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 553

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 554

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection V

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 555

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section VI

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 556

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section VII

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 557

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 558

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 559

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 560

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 561

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 562

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 563

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 564

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection V

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 565

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection VI

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 566

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 567

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 568

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 569

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 570

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection V

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 571

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection VI

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 572

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 573

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 574

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 575

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 576

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 576/1

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 577

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section V

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 578

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 579

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 580

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 581

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter V

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 582

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter VI

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 583

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 584

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 585

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 586

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 587

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter VII

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 588

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Title III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 589

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 590

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 591

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 592

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 593

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 594

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 595

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 596

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 597

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Subsection III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 598

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 598/1

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section V

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 599

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 600

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section VI

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 601

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 602

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 603

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 604

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 605

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section III

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 606

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Section IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 607

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Title IV

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 608

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Title V

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter I

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 609

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Chapter II

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 610

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Title VI

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 611

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Title VII

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 612

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Title VIII

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 613

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 614

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 615

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 616

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 617

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Title IX

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 618

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Title X

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 619

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 620

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 621

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

Art. 622

Repealed by Act of 20 July 2022, Art. 425, 031; Entry into force: 06-10-2022

ANNEXES

The Annexes to this Act form an integral part of the Act. They consist of articles. When referred to, it is expressly stated that they are articles of the relevant Annex.

Art.

N1 . Annex 1. - TREATMENT OF RISKS Section I. - Credit and Counterparty Risk Article 1. § 1. Credit institutions shall implement clear procedures for the approval, modification, extension, and refinancing of loans, and shall use sound and clearly defined criteria for lending. § 2. They shall have internal procedures enabling them to assess the credit risk associated with risk positions on various debtors, securitization effects or positions, and the credit risk at the level of their entire portfolio. In particular, the internal procedures shall not rely exclusively or automatically on external ratings; they shall take into account relevant information about the debtors [1, including their total debt, subject to supervision]1. § 3. Credit institutions shall use appropriate systems for the management and permanent monitoring of the various credit portfolios and risk positions to which credit risk is attached. These systems shall include the detection and management of problem loans, the making of appropriate value adjustments, and the establishment of appropriate provisions. § 4. They shall ensure the appropriate diversification of their credit portfolios, taking into account their target markets and their general credit strategy. § 5. Credit institutions that are significant shall strive to develop internal expertise for the assessment of credit risk, with a view to using internal rating approaches for the calculation of own funds requirements for credit risk if their exposures are significant in absolute terms and they simultaneously have many important counterparties. § 6. The Bank may, by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, determine the implementation details of paragraph 5.

Section II. - Residual Risk Art. 2. The risk mitigation techniques used by credit institutions, such as taking collateral, must be effective and regularly assessed. The use of these techniques must align with the policy recorded pursuant to Article 57 and must be the subject of specific written procedures ensuring that they achieve the expected effects. With regard to collateral, the procedures must make it possible to assess their effectiveness and ensure their follow-up. These procedures shall include at least the following:

• for corporate collateral: a correct evaluation and monitoring of the value of the asset pledged as security, the legal effectiveness of the contractual mechanism used, and this notably with regard to the location of the asset concerned;
• for personal collateral: a correct evaluation and monitoring of the financial capacity of the guarantor, as well as the legal effectiveness of the contractual mechanism used.

Section III. - Concentration Risk Art. 3. Credit institutions shall take appropriate measures, including the recording of written policies and procedures, for the identification, measurement, and management of concentration risk arising from risk positions on counterparties. The first paragraph includes in particular:

• the risk on central counterparties, groups of connected counterparties or counterparties from the same economic sector or geographical region, or from the same activity or commodity sector, as well as
• the risk arising from the use of credit risk mitigation techniques, such as the risks associated with indirect risk positions on credit risk, which notably arise from risk positions on a single issuer of collateral or on issuers of collateral that face similar risks.

Section IV. - Securitization Risk Art. 4. § 1. Credit institutions shall ensure that the risks arising from securitization transactions in which they act as investor, originator, or sponsor, including reputational risks, notably those arising from complex structures or products, are assessed and treated on the basis of appropriate policies and procedures. These policies and procedures must ensure that, when assessing risks and making decisions on risk management, full account is taken of the economic reality of the transaction. § 2. [4A credit institution within the meaning of Article 1, § 3, first paragraph, 1°, which acts as originator of securitization transactions involving an early repayment clause in favor of investors, must have an appropriate liquidity plan to cover the consequences of all planned and early repayments.]4

Section V. - Market Risk Art. 5. § 1. Credit institutions shall implement policies and procedures for identifying, measuring, and managing all significant causes and consequences of market risks. § 2. They shall hedge against liquidity risk in the event that the short position matures earlier than the corresponding long position. § 3. In the assessment and monitoring of own funds requirements carried out by the credit institution in accordance with Article 94, sufficient attention shall be paid to significant market risks not subject to specific statutory or regulatory own funds requirements, notably the risk associated with incomplete or poor hedging of risk positions on financial instruments. Pursuant to Part 3, Title IV, Chapter 2 of Regulation No. 575/2013, a credit institution may offset its positions in one or more financial instruments forming a stock market index with one or more positions in a futures contract on this stock market index or with another derivative product of this stock market index. In this case, the credit institution must hold sufficient own funds to cover the risk of loss resulting from the fact that the value of the futures contract or of this other product does not follow the development of the value of the financial instruments forming the stock market index; this must be evident from the calculation of its own funds requirements for position risk. It must also hold sufficient own funds if it holds opposing positions in futures contracts on a stock market index that are not identical in terms of maturity and/or composition. Institutions that [5use]5 the procedure referred to in Article 345 of Regulation No. 575/2013 shall ensure that they hold sufficient own funds to cover the risk of loss occurring in the period between the entry into the original commitment and the following working day. § 4. Credit institutions that are significant shall strive to develop internal expertise for the assessment of risk, with a view to using internal models for the calculation of own funds requirements for the specific risk associated with debt instruments included in the trading portfolio, and for the calculation of own funds requirements for default risk and rating migration risk; if their exposures to specific risks are significant in absolute terms and they have a large number of significant positions in debt instruments from different issuing institutions. § 5. The Bank may, by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, determine the implementation details of paragraph 4.

Section VI. - Interest Rate Risk Arising from Non-Trading Book Activities Art. 6. [2 § 1. Credit institutions shall implement internal systems or use the standardized or the simplified standardized method for identifying, assessing, managing, and limiting the risks arising from potential changes in interest rates that affect the economic value of own funds and the net interest income of their non-trading book activities. § 2. Credit institutions shall implement systems for assessing and monitoring the risks arising from potential changes in credit spreads that affect the economic value of own funds and the net interest income of their non-trading book activities. § 3. The supervisor may require a credit institution to use the standardized method referred to in paragraph 1 when the internal systems applied by that institution for assessing the risks referred to in that paragraph are not satisfactory. § 4. The supervisor may require a small and non-complex credit institution within the meaning of Article 4, paragraph 1, point 145, of Regulation No. 575/2013 to use the standardized method if it considers that the simplified standardized method is not adequate for addressing interest rate risks arising from the non-trading book activities of that institution.]2

Section VII. - Operational Risk Art. 7. § 1. Credit institutions shall implement policies and procedures enabling them to assess and manage their exposure to operational risks, including the risk associated with the use of internal models [3 and the risks arising from outsourcing]3, and to cover rarely occurring but very severe events. Institutions shall further define what is meant by operational risk for the purpose of these policies and procedures. § 2. [6Institutions shall draw up appropriate contingency and business continuity policies and plans to demonstrate that they can limit losses and ensure the continuity of their business operations in the event of a serious disruption of their business activities, including policies and plans regarding the continuity of their information and communication technology (ICT) activities and response and recovery plans for the technology they use to provide information. The latter plans shall be drawn up, managed, and tested in accordance with Article 11 of Regulation 2022/2554.]6

Section VIII. - Liquidity Risk Art. 8. § 1. Credit institutions shall have appropriate procedures and systems for the detection, measurement, management, and control of liquidity risk over relevant periods, including intraday periods, to ensure that sufficient liquidity buffers are maintained. These procedures and systems shall be specifically tailored to the activities of the credit institution, notably to the branches and legal entities through which the institution carries out its activities, as well as to the currencies in which its transactions are executed, and shall contain appropriate mechanisms for the allocation of liquidity costs, income, and risks. § 2. The procedures and systems referred to in paragraph 1 shall be proportionate to the complexity, risk profile, and size of the institution's activities and to the risk tolerance established pursuant to Article 57, and shall take into account the importance of the institution in each state in which it operates. § 3. Credit institutions shall use methods for the detection, measurement, management, and control of risks to their funding position. These methods shall take into account existing and expected significant cash flows associated with assets, liabilities, and off-balance sheet items, including those arising from the institution's potential obligations, and from the possible consequences of reputational risk. § 4. Credit institutions shall distinguish between assets that form the basis of collateral and unencumbered assets that are available at all times, and notably in emergency situations. They shall take into account the consequences associated with the entity in which the assets are held, the country where the assets are registered or on an account, and their eligibility as collateral. Institutions shall examine how those assets can be released in a timely manner. § 5. Credit institutions shall take into account legal, administrative, and operational restrictions on any transfers of liquidity and unencumbered assets between entities of the group to which the institution belongs, regardless of whether those entities are established in a Member State or not. § 6. Credit institutions shall rely on various instruments for mitigating liquidity risk, including a system of specific limits for this risk and liquidity buffers, to be able to cope with different types of crises. They shall also rely on an appropriate diversification of the funding structure and funding sources. Institutions shall review these arrangements regularly. § 7. Credit institutions shall review at least annually the assumptions underlying their funding decisions. For their liquidity positions and liquidity risk mitigation, they shall take into account other assumptions than those established pursuant to paragraphs 1 and 3. These other assumptions shall notably take into account off-balance sheet items and other potential obligations, including those of special purpose entities for securitization purposes (securitisation special purpose entities) or of special purpose entities, as defined in Regulation No. 575/2013, where the credit institution acts as their sponsor or provides them with significant liquidity support. Credit institutions shall also take into account the potential impact of institution-specific, market-wide, and combined alternative scenarios. Different time periods and stress levels shall be considered. Institutions shall adapt their strategies, internal policies, and liquidity risk limits and draw up appropriate contingency plans based on the results of the scenarios referred to in the first and second paragraphs. § 8. Credit institutions shall have liquidity recovery plans. These plans shall contain appropriate strategies and implementation measures to be able to cope with any liquidity shortages, including in branches established in other Member States. Institutions shall test these plans at least annually and update them based on the results of the scenarios referred to in paragraph 7. [4Institutions within the meaning of Article 1, § 3, first paragraph, 1° shall take appropriate operational measures in advance to ensure that liquidity recovery plans can be implemented immediately if necessary. These measures include, among other things, holding assets that are immediately available to be accepted as collateral by a central bank. These may be assets in the currency of another Member State or in the currency of a third country, where the institution has exposures, and which are held, if necessary for operational purposes, on the territory of a host Member State or of a third country in the currency to which it is exposed.]4

Section IX. - Excessive Leverage Risk Art. 9. § 1. Credit institutions shall have policies and procedures for the detection, management, and control of the risk of excessive leverage. Indicators of excessive leverage risk include, among others, the leverage ratio established in accordance with the methodology of Article 429 of Regulation No. 575/2013 and mismatches between the institution's assets and obligations. § 2. Institutions shall take the necessary measures to prevent the risk of excessive leverage by taking into account any increase in leverage caused by a reduction in own funds resulting from expected or realized losses, depending on the applicable valuation rules. These measures must enable institutions to cope with different crisis scenarios, from the perspective of managing the risk of excessive leverage.

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( 1 )<W 2019-05-02/25 , art. 72, 019; Entry into force : 31-05-2019> ( 2 )<W 2021-07-11/08 , art. 264, 027; Entry into force : 23-07-2021> ( 3 )<W 2021-07-11/08 , art. 265, 027; Entry into force : 23-07-2021> ( 4 )<W 2021-07-11/08 , art. 263 en 266,2°, 027; Entry into force : 06-10-2022> ( 5 )<W 2022-07-20/40 , art. 354, 031; Entry into force : 06-10-2022> ( 6 )<W 2025-03-25/05 , art. 82, 035; Entry into force : 08-05-2025>

Art.

N2 . Annex 2. - REMUNERATION POLICY Section I. - Structure of the remuneration policy Art. 1. § 1. The remuneration policy provides for a balanced distribution between the fixed and variable components of total remuneration. The share of the fixed component in the total remuneration package is sufficiently large to allow for a fully flexible policy on variable remuneration, including the possibility of paying no variable remuneration. § 2. The remuneration policy establishes the appropriate ratios between the fixed and variable components of total remuneration. It determines that the variable remuneration for any person is in any case limited to the higher of the following two amounts:

• 50% of the fixed remuneration;
• €50,000, provided that this amount may not exceed the fixed remuneration.

Section II. - Variable remuneration Art. 2. The total variable remuneration must not limit the institution's ability to strengthen its own funds. Art. 3. The total amount of variable remuneration is based on a combination of the assessment of the performance of the person concerned and the business unit concerned, and the results of the institution as a whole. In assessing personal performance, both financial and non-financial criteria are used. The performance assessment is spread over several years to ensure that the assessment is based on long-term performance and that the actual payment of the variable remuneration components is spread over a period taking into account the duration of the underlying business cycle of the institution and its business risks. Art. 4. In assessing performance for the purpose of calculating the variable remuneration of individuals or the groups to which they belong, a correction is made for all types of current and future risks, and the cost of capital and required liquidity are taken into account. In the allocation of the variable remuneration components within the institution, all types of current and future risks are also taken into account. Art. 5. Guaranteed variable remunerations are prohibited, unless, in exceptional cases, upon the recruitment of new staff members and provided that the institution has sound and solid capital, and the guaranteed variable remuneration is strictly limited to the first year following recruitment. Art. 6. At least 50% of the variable remuneration, including the portion deferred in application of Article 7 of this Annex, consists of a suitable balance between: 1° [shares or, depending on the legal structure of the institution concerned, equivalent participations in the capital, or share-based financial instruments, or, depending on the legal structure of the institution concerned, equivalent non-liquid instruments (non-cash instruments); and,] 2° where possible, other capital instruments that meet the conditions to be classified as Additional Tier 1 or Tier 2 capital instruments, in application of the provisions laid down by or pursuant to this law or Regulation No. 575/2013, or other instruments that can be fully converted into Tier 1 core capital instruments or fully written off, and which in any case provide a good reflection of the credit quality of the institution from the point of view of continuity. The instruments referred to in this article are subject to a suitable holding policy, which means that the holder of the instruments must remain the owner, and which aims to align incentives with the long-term interests of the institution. The supervisor may prohibit or restrict the types of instruments whose characteristics do not meet this requirement. Art. 7. [The payment of a part of at least 40% of the variable remuneration is deferred over a period of at least four to five years. This part depends on the nature of the activities of the institution, its risks, and the activities of the person concerned. For members of the statutory administrative body and senior management of significant credit institutions, the deferral period may not be shorter than five years.] When the amount of variable remuneration is particularly high, the part of the variable remuneration to be deferred, as referred to in the first paragraph, must be at least 60%. The duration of the deferral period is determined in accordance with the business cycle of the institution, its nature, its risks, and the activities of the person concerned. [The deferred part of the variable remuneration is not allocated faster than on a pro-rata basis.] Art. 8. § 1. Without prejudice to Article 101, the variable remuneration, including the deferred portion, is paid or acquired only when its amount is acceptable given the financial situation of the institution as a whole and is justified by the performance of the institution, the business unit, and the person concerned. § 2. Without prejudice to the general principles of contract law and labour law, the total variable remuneration of the credit institution is significantly reduced if the institution delivers lower or negative financial performance. The reduction referred to in the first paragraph is applied both to the variable remuneration not yet acquired and to the acquired but not yet paid variable remuneration, and to the variable remuneration already effectively paid, inter alia through malus or clawback arrangements. For the total amount of variable remuneration, a malus or clawback clause (recovery clause) applies, particularly in situations where the person concerned: a) participated in or was responsible for practices that led to significant losses for the institution; b) failed to comply with applicable standards of competence and professional integrity; c) participated in [a special mechanism within the meaning of Article 21, § 1/1, second paragraph].

Section III. - Pensions Art. 9. The pension policy is aligned with the business strategy, objectives, values, and long-term interests of the institution. If a staff member leaves the institution before retirement, the institution continues to pay out discretionary pension benefits for this staff member for five years in the form of instruments referred to in Article 6 of this Annex. When a staff member reaches retirement age, the discretionary pension benefits are paid to him in the form of instruments referred to in Article 6 of this Annex, and these instruments must be held for five years. The provisions of Article 8, § 2 of this Annex apply to discretionary pension benefits. [Section III/1. - Exemptions] [Art. 9/1. Articles 6, 7, and 9, second and third paragraphs, of this Annex do not apply to: 1° credit institutions that are not large institutions within the meaning of Article 4, paragraph 1, 146) of Regulation No. 575/2013 and whose value of assets, determined in accordance with Article 24 of that Regulation, averaged on an individual basis, or, if not available, on a consolidated basis, €5 billion or less over the four-year period immediately preceding the current financial year; 2° a staff member whose annual variable remuneration does not exceed €50,000 and does not represent more than one-third of the staff member's total annual remuneration.]

Section IV. - Anti-fraud provisions Art. 10. The persons referred to in Article 67, second paragraph, refrain from carrying out transactions, including insurance transactions, that wholly or partially undermine compliance with the provisions of this Annex, in particular transactions intended to neutralize the risk arising from their variable remuneration scheme or which could neutralize this risk. Art. 11. Institutions refrain from granting or paying variable remuneration through vehicles or methods that facilitate non-compliance with the provisions of this law or Regulation No. 575/2013.

Section V. - Exit payments and hiring bonuses Art. 12. [For the purposes of this Annex, exit payment means any form of remuneration or compensation granted to a person referred to in Article 67, second paragraph, upon his or her departure, regardless of the time of that departure and regardless of whether it is voluntary or not. The exit payment may, where appropriate, include a severance payment, namely an amount or compensation paid in the context of the early termination on a non-voluntary basis of an employment contract or a corporate mandate to a person referred to in Article 67, second paragraph. Exit payments are variable remuneration to which the provisions of Articles 1 to 8 of this Annex therefore apply. Without prejudice to the Code of Companies and Associations, any exit payment must take into account performance realized over time and be designed such that failure or unlawful behavior is not rewarded. Furthermore, an exit payment that is higher than an amount equal to 12 months of fixed remuneration or, on a unanimously motivated advice of the remuneration committee, higher than an amount equal to 18 months of fixed remuneration, may only be granted, notwithstanding any contrary statutory provisions or contractual clauses, subject to approval by the next ordinary general meeting. The procedure of Article 7:92, second and third paragraphs, of the Code of Companies and Associations applies by analogy.] [Art. 12/1. § 1. In derogation of Article 12, second paragraph of this Annex, Articles 1, § 2, and 2 to 8 of this Annex do not apply to: 1° the exit payment consisting of an amount intended to compensate for loss of income based on a non-compete clause, and of which the institution can demonstrate to the satisfaction of the Supervisor before granting it that it meets the criteria to be classified as fixed remuneration; 2° the exit payment granted to a person who exercises his or her functions under an employment contract or a corporate mandate, and which consists of a severance payment that may not exceed the amount to which the person is entitled or, by analogy, would have been entitled based on his or her seniority, pursuant to the statutory provisions on dismissal in the context of an employment contract. § 2. If the exit payment consists of a severance payment, by way of exception to Article 12, second paragraph of this Annex, the amount of the payments that do not qualify for the exceptions referred to in paragraph 1 may additionally be wholly or partially exempted from the application of Articles 1, § 2, 6, and 7 of this Annex, provided that this exemption is properly motivated, the Supervisor is notified in advance, provided that this exemption is justified only in the specific and exceptional situations established in the EBA guidelines on remuneration policies.] Art. 13. The payments made upon hiring to compensate for a loss resulting from a change of credit institution must align with the long-term interests of the institution, particularly regarding holding, payment deferral, performance assessment, and recovery arrangements.

Section VI. - Exceptional State Aid Subsection I. - Variable remuneration - General restriction Art. 14. For the purposes of this Section, the following applies: 1° there is an irrebuttable presumption that exceptional state aid exists when:

• the loans provided by the Federal State have not yet been repaid;
• a guarantee granted by the Federal State has not expired or been terminated; 2° without prejudice to the provisions under 1°, exceptional state aid is terminated when the following conditions are cumulatively met:
• the institution does not draw up a restructuring plan based on the decision of the European Commission or fully and correctly complies with the requirements of such a plan, which means that the institution can demonstrate that it has carried out all structural measures (in particular the sale of participations) and that the restrictive measures (in particular the prohibition on acquiring control of undertakings) no longer apply, and that it has also demonstrated that it meets its obligations regarding the planned withdrawal of state aid; and
• the supervisor confirms that the institution complies with the provisions of this law and its implementing decisions and regulations, as well as with Regulation No. 575/2013 regarding applicable solvency and liquidity requirements. Art. 15. In institutions receiving exceptional state aid, variable remuneration is, without prejudice to Article 16 of this Annex, strictly limited to a percentage of the total profit of the institution when this remuneration does not comply with the maintenance of a solid capital base and the timely termination of state aid. The institutions receiving aid as referred to in the first paragraph restructure their remunerations so that they correspond to sound risk management and long-term development, inter alia by, where necessary, limiting the remuneration of members of the statutory administrative body and of persons who, in the absence of a management committee, participate in effective management.

Subsection 2. - Restriction of variable remuneration of leaders Art. 16. When an institution receives exceptional state aid, no variable remuneration is paid directly or indirectly to the members of the statutory administrative body of that institution and to the persons who, in the absence of a management committee, participate in its effective management, unless it concerns one person per institution who was specifically recruited after the aforementioned financial aid to contribute to the implementation of the restructuring plan imposed on the institution. The King establishes by Royal Decree discussed in the Council of Ministers the maximum limits for the variable part allowed within the limits of the first paragraph. This variable part is furthermore subject to the provisions of Articles 2 to 9 of this Annex.

Subsection 3. - Restriction of exit payments Art. 17. When the credit institution receives exceptional state aid, it is not allowed to grant an exit payment to the persons referred to in Article 15, second paragraph of this Annex that is higher than 9 months of fixed remuneration. Furthermore, this payment is subject to the provisions of Article 8, § 2 of this Annex concerning malus and recovery arrangements (clawback). In derogation of the first paragraph, the credit institution may grant a higher exit payment if the person concerned, before the granting of his leadership mandate, in accordance with the existing contractual framework and based on his seniority within the institution, would have been entitled to a notice payment in case of dismissal that is higher than the exit payment determined in the first paragraph, and this up to a maximum of this notice payment.

Subsection 4. - Public order nature of the provisions Art. 18. The application of contractual or other provisions regulating the legal relationship between a person referred to in Article 15, second paragraph of this Annex and the institution, which are contrary to the provisions of this Section, is suspended by operation of law during the entire period that exceptional state aid is granted. In the event of exceptional state aid, the contractual or other provisions regulating the legal relationship between a person referred to in Article 15, second paragraph of this Annex and the institution may in no case have retroactive effect.

Section VII. - Disclosure and information provision Art. 19. Credit institutions make their remuneration policy public in accordance with applicable European law provisions, in particular Article 450 of Regulation No. 575/2013. The institutions provide the supervisor with the information they have made public in accordance with the first paragraph, [as well as information on the remuneration gap between men and women,] so that he can carry out the necessary comparative analyses of trends and practices in the field of remuneration. Art. 20. The institutions provide the supervisor with information on the number of persons in the institution who receive remuneration of at least €1 million per financial year, in remuneration tranches of €1 million, including their job description, the business sector concerned, and the main elements of remuneration, including bonuses, long-term allowances, and pension contributions. This information is transmitted to the European Banking Authority.

( 1 )<W 2015-12-18/17 , art. 39, 004; Entry into force : 08-01-2016> ( 2 )<W 2021-06-27/09 , art. 176, 026; Entry into force : 19-07-2021> ( 3 )<W 2021-07-11/08 , art. 267, 027; Entry into force : 23-07-2021> ( 4 )<W 2021-07-11/08 , art. 268, 027; Entry into force : 23-07-2021> ( 5 )<W 2021-07-11/08 , art. 269, 027; Entry into force : 23-07-2021> ( 6 )<W 2021-07-11/08 , art. 272, 027; Entry into force : 23-07-2021> ( 7 )<W 2021-07-11/08 , art. 273, 027; Entry into force : 23-07-2021> ( 8 )<W 2021-07-11/08 , art. 270, 027; Entry into force : 23-07-2022> ( 9 )<W 2021-07-11/08 , art. 271, 027; Entry into force : 23-07-2022> ( 10 )<W 2021-11-26/04 , art. 19, 029; Entry into force : 17-12-2021> ( 11 )<W 2022-07-20/40 , art. 355, 031; Entry into force : 06-10-2022>

Art.

N3

Annex 3. - PROVISIONS CONCERNING THE ISSUANCE OF COVERED BONDS

Section I. [4

• Definitions and remedies of holders of Belgian covered bonds] 4

Article 1. For the purposes of Articles 79 to 84 and this Annex, the following definitions shall apply:

1° Belgian covered bond: a debt instrument that meets the following criteria: a) the debt instrument is or is issued by a credit institution governed by Belgian law that is included in [5 the list referred to in Article 82, first paragraph] 5 ; b) the debt instrument or, in the event of issuance under a programme, the issuance programme and any debt instrument issued under that programme, is or is included in [5 the list referred to in Article 82, second paragraph] 5 ; c) [5 the debt instrument is secured by covering assets;] 5 [5 1°/1 programme of Belgian covered bonds: the structural characteristics of issuances of Belgian covered bonds which are determined by the contractual terms applicable thereto, in accordance with the authorization granted to the issuing credit institution pursuant to Article 81, and the applicable statutory provisions;] 5 [5 1°/2 special portfolio: a pool of assets formed pursuant to Article 3, § 2, of this Annex, which secures the payment obligations associated with the Belgian covered bonds and which are held separately by the credit institution issuing the Belgian covered bonds from the other assets forming its general assets;] 5 2° [3 covering assets] 3 : the assets forming the special portfolio [5 ...] 5 ; [5 2°/1 securities securing the covering assets: the real or personal securities securing the covering assets;] 5 3° Belgian mortgage bond: any Belgian covered bond whose [3 covering assets] 3 meet the conditions established pursuant to Article 2, § 1 of this Annex, and which is included as such in [5 the list referred to in Article 82, second paragraph] 5 ; [5 3°/1 segregation: the operations carried out pursuant to Articles 3, § 2, 5, 6 and 15 of this Annex whereby the covering assets forming part of the special portfolio(s) are identified;] 5 4° representative of the holders of Belgian covered bonds: the agent, the trustee or any other person appointed pursuant to Article 14, § 2 of this Annex, to safeguard the interests of the holders of Belgian covered bonds; 5° portfolio supervisor: the person appointed pursuant to Article 16 of this Annex; 6° portfolio manager: the person appointed pursuant to Article 8 of this Annex; [5 7° automatic acceleration: the situation where the opening of a liquidation procedure regarding the issuing credit institution or its resolution constitutes an event of default causing the debt owed to the holders of Belgian covered bonds to become immediately due by operation of law, and giving these holders an enforceable claim for repayment at a time prior to the original maturity date of the Belgian covered bonds of which they are holders;] 5 [5 8° market value: with respect to real estate, the market value within the meaning of Article 4(1), point 76, of Regulation No 575/2013;] 5 [5 9° primary assets: the covering assets belonging to one of the categories referred to in Article 1/2, a), b) or c), and which constitute the largest part of the special portfolio;] 5 [5 10° secondary assets: covering assets other than primary assets contributing to the covering requirements;] 5 [5 11° the surplus: the value of the covering assets which, a) is higher than the value of the covering assets required pursuant to Article 2/1, § 1, of this Annex; and b) with respect to the principal of these covering assets, calculated in accordance with the valuation criteria determined pursuant to Article 81, § 4, 1°, b), is higher than the outstanding principal amount of the Belgian covered bonds they cover, provided that the principals of the covering assets have not been taken into account elsewhere to meet the requirement of Article 2/1, § 1, of this Annex with respect to other payment obligations than those related to the principal of the Belgian covered bonds;] 5 [5 12° extendable maturity structure: the mechanism that allows for the extension of the established maturity of Belgian covered bonds for a predetermined period in the event that a specific trigger occurs.] 5

[6 Art. 1/1. The holders of Belgian covered bonds, the counterparties of derivative contracts referred to in Article 1/3, and the other creditors referred to in Article 6, first and fourth paragraphs, of this Annex have, for the total amount of the payment obligations associated with the Belgian covered bonds, both: a) a claim on the general assets of the issuing credit institution; b) when a liquidation procedure is opened regarding the issuing credit institution or when it is resolved, an exclusive right to the assets forming part of the special portfolio; c) when a liquidation procedure is opened regarding the issuing credit institution and if the claim referred to in point b) cannot be fully repaid, an unsecured claim on the general assets of the institution.] 6

[7 Section I/1 - Characteristics and use of the covering assets] 7

[8 Art. 1/2. The claims eligible as covering assets for Belgian covered bonds are the following assets, as specified in the provisions established pursuant to Article 81, § 4, 1°: a) mortgage claims where the object of the mortgage is non-commercial real estate located in a Member State of the European Economic Area; b) mortgage claims where the object of the mortgage is commercial real estate located in a Member State of the European Economic Area; c) claims against or secured by (i) central governments or central banks of Member States of the Organisation for Economic Co-operation and Development ("OECD"), (ii) regional or local authorities or public entities of Member States of the OECD, or (iii) multilateral development banks or international organizations; and/or d) claims against credit institutions eligible for credit quality assessment steps 1 and 2 as established pursuant to Article 136 of Regulation No 575/2013 when these claims take the form of:

• short-term claims with a maturity of three months or less, or short-term deposits with an original maturity of up to 100 days, if they are used to meet the liquidity requirement for the special portfolio imposed by and pursuant to Article 13 of this Annex; or
• derivative contracts meeting the requirements of Article 1/3 of this Annex.] 8

[9 Art. 1/3. § 1. An issuing credit institution may include claims under one or more derivative contracts in the special portfolio, provided that these contracts are exclusively intended to hedge an interest rate or exchange rate risk associated with the covering assets or the relevant Belgian covered bonds. The volume of these derivative contracts is adjusted in the event of a reduction in the hedged risk, and these contracts are removed from the special portfolio when the hedged risk ceases to exist. § 2. The King lays down requirements regarding the derivative contracts forming part of the special portfolio and specifies these requirements, particularly regarding their characteristics, eligibility criteria, counterparties, and documentation.] 9

Art. 2. § 1. When the relevant Belgian covered bond is a Belgian mortgage bond, the composition and valuation of the [3 covering assets] 3 must guarantee that this Belgian covered bond meets [10 the specific conditions for obtaining a favorable weighting for the issued Belgian covered bonds, as set out in Article 129 of Regulation No 575/2013] 10 . In exercising [10 the authorization referred to in Article 81, § 4] 10 , the King may establish or clarify the criteria on the basis of which it can be determined whether the Belgian covered bonds comply with this regulation. § 2. [10 ...] 10 § 3. [10 ...] 10

[11 Art. 2/1. § 1. The covering assets forming the special portfolio must at all times and until the maturity of the Belgian covered bonds they secure provide sufficient coverage to:

• repay the principal and pay interest with respect to the relevant Belgian covered bonds;
• meet the obligations towards the creditors established or that may be established pursuant to the issuance terms of the relevant Belgian covered bonds; and
• make payments related to the maintenance and management of the covering assets and the relevant Belgian covered bonds, including the costs for the wind-down of the issuance programme of the relevant Belgian covered bonds. § 2. The covering assets valued in accordance with the valuation criteria established pursuant to Article 81, § 4, 1°, b), include a surplus, so that the value of the principal of these assets is higher than the outstanding principal amount of the Belgian covered bonds they cover. § 3. The King establishes the covering requirements referred to in paragraph 1. He also establishes the minimum level of the surplus required pursuant to paragraph 2 and the modalities regarding this surplus. If the King, in exercising that authorization with a view to compliance with the requirements referred to in paragraphs 1 and 2 and their valuation, determines that certain covering assets may only be taken into account up to a certain percentage, this does not affect the fact that the relevant assets form part of the special portfolio to which they belong. § 4. Compliance with the obligations established in paragraphs 1 and 2 is assessed periodically to ensure that the institution complies at all times. In the event that a shortage of covering assets is identified, the institution is obliged to remedy this without delay. The King may determine the modalities of this periodic assessment.] 11

Art. 3. § 1. The assets of a credit institution that has issued Belgian covered bonds consist by operation of law of, on the one hand, a general asset pool and, on the other hand, one or more special portfolios.

§ 2. A special portfolio consists by operation of law of: 1° all movable property that [12 pursuant to Article 15, § 1, 1°, of this Annex] 12 , is registered in the register of the [3 covering assets] 3 that is kept for one or more specific Belgian covered bonds, or, if applicable, for all Belgian covered bonds issued under an issuance programme; 2° [12 the cash values or financial instruments received as collateral in the context of derivative contracts registered as covering assets;] 12 3° all real or personal securities, guarantees or privileges provided in any form in connection with the [3 covering assets] 3 , as well as the rights related to the insurance and other agreements related to the [3 covering assets] 3 or the management of the special portfolio; 4° all amounts that a credit institution retains as a result of the collection (repayment, payment) of the [12 covering assets] 12 or of the exercise of the rights referred to in 1° or 3° on behalf of the special portfolio established within this credit institution, or that are retained in another manner on behalf of this special portfolio; and 5° the mandatory reserves at the Bank, insofar as they are linked to the special portfolio.

If the credit institution issuing the Belgian covered bonds retains amounts referred to in the first paragraph, 4°, on behalf of a special portfolio, and these amounts cannot be identified in the general assets at the time when it is requested to allocate these funds to the special portfolio, the [12 right] 12 to these amounts included in the special portfolio is transferred for the same value to other free assets in the general assets of the credit institution. These assets are then identified after consultation with the representative of the special portfolio (the portfolio manager or, in default, the portfolio supervisor) and the issuing credit institution [12 or, if applicable, the resolution authority or the liquidator of the credit institution] 12 , on the basis of the criteria established in the issuance terms. The credit institution or, respectively, its curator or its liquidator, must make those replacement assets available to the portfolio manager as soon as he requests them.

Art. 4. [13 The assets referred to in Article 1/2 of this Annex may only be acquired to be used as covering assets in the context of an issuance or an issuance programme of Belgian covered bonds provided that:

• the transferor is a financial institution within the meaning of Article 4(1), point 26), of Regulation No 575/2013 that falls within the scope of the regulatory consolidation of the acquiring credit institution or is a credit institution;
• the acquiring institution assesses the lending conditions applied by the transferring institution or itself proceeds to a thorough assessment of the repayment capacity of the debtors of the transferred claims that will form part of its special portfolio, provided that the relevant credits may only have been granted on the basis of lending conditions that are at least equivalent to those applied by the acquiring institution;
• the collection of the transferred claims may only be entrusted to the transferor or to a third party who is not the transferor if the transferor or that third party is contractually obliged to report daily so that the acquiring institution receives all information it needs to comply at all times with its own obligations established by and pursuant to Articles 2/1 and 13 of this Annex;
• if the collection of the transferred claims is entrusted to a third party, the acquiring institution must also ensure, without prejudice to the application of Article 66, that this third party is expert in the management of similar claims to those being transferred and has well-documented and appropriate policies, procedures, and risk management mechanisms for the collection of the relevant claims;
• if necessary, the debtors are duly notified of the transfer if the legislation applicable to the transferred claim prescribes such notification to ensure the enforceability of the transfer.

When assets are acquired with a view to the issuance of Belgian covered bonds by the acquiring institution, the special portfolio established within the issuing credit institution includes the acquired assets and, if applicable, the amounts obtained by the transferring institution after the collection of the transferred assets or the exercise of the rights referred to in Article 3, § 2, first paragraph, 1° and 3°, of this Annex, on behalf of the special portfolio established within the acquiring institution, or that are retained in another manner by the transferring institution on behalf of this special portfolio. If these amounts obtained or retained on behalf of a special portfolio cannot be identified in the assets of the transferring institution at the time when it is requested to allocate these funds to the special portfolio, the claim on these amounts included in the special portfolio of the acquiring institution is transferred to other free assets of the transferring institution with the same value. These assets are then identified after consultation with the representative of the special portfolio and the transferring institution or, if applicable, the liquidator of the transferring institution or, if applicable, the resolution authority, on the basis of the criteria that the transferor and the acquirer have established in the issuance terms. The transferring institution, its liquidator or, if applicable, the resolution authority, must make those replacement assets available to the acquiring credit institution or, if applicable, to the portfolio manager of the special portfolio of the acquiring credit institution, as soon as they are requested.

The transfer referred to in this article may only be carried out on market terms.] 13

Art. 5. [14 The credit institutions that have issued Belgian covered bonds take the necessary measures to ensure that the covering assets for each issuance of Belgian covered bonds or for each issuance programme are identifiable at all times. The King determines the minimum conditions that the credit institutions that have issued covered bonds must meet to be able to identify the covering assets with respect to their special portfolios at all times.] 14

Art. 6. [15 Subject to the fourth and fifth paragraphs] 15 , each special portfolio is exclusively used for the compliance with the obligations towards (a) the holders of the relevant Belgian covered bonds or, if applicable, of the Belgian covered bonds issued under the relevant issuance programme, as well as towards (b) the creditors established or that may be established pursuant to the issuance terms of the relevant Belgian covered bond or of the relevant issuance programme.

Subject to [15 the provision contained in the fifth paragraph] 15 , the exclusive use referred to in the first paragraph prevents any other creditor of the issuing credit institution from exercising a right, including a lien, on the [3 covering assets] 3 [15 , including the securities securing the covering assets,] 15 which form the special portfolio.

[15 ...] 15

The rules for the distribution between the obligations referred to in the first paragraph are established in the issuance terms and in the agreements concluded in the context of the issuance of the Belgian covered bond or of the relevant issuance programme.

[15 ...] 15

In derogation of the first paragraph, the portfolio manager may, if applicable and subject to contrary contractual provisions, deduct his remuneration and that of his personnel from the special portfolio, as well as all other costs related to the exercise of his mandate, including the costs incurred by his subcontractors, insofar as they benefit the liquidation of this portfolio.

After the completion of the liquidation of a special portfolio, the positive balance becomes by operation of law part of the general assets of the issuing credit institution.

Neither the statutory allocation referred to in the first paragraph nor any other provision of this Annex detracts from the general right of recourse that the creditors of the obligations referred to in the first paragraph have on the general assets of the issuing credit institution, so that the claims of those creditors can be satisfied from both the general assets and the special portfolio reserved for that purpose.

[15 The opening of a liquidation procedure or the taking of a resolution measure regarding the issuing credit institution or the transferring institution referred to in Article 4 of this Annex does not detract from the statutory allocation of the special portfolio referred to in this article.] 15

[16 Art. 6/1. When a transfer involving a special portfolio takes place following the determination of a resolution instrument as referred to in Book II, Title VIII, the rights of the holders of Belgian covered bonds and of the other creditors as referred to in Article 6, first and fourth paragraphs, of this Annex are preserved and are transferred together with the covering assets forming the special portfolio.] 16

[17 Section I/2 - Management of the covering assets] 17

Art. 7. The issuing credit institution is responsible for the management of the special portfolio until a liquidation procedure is opened or, if that date falls earlier, until a portfolio manager is appointed.

The rights and obligations regarding the transactions between the issuing credit institution and the special portfolio that take place during the existence of the special portfolio and the Belgian covered bonds associated with it are recorded in writing as if the special portfolio were a separate legal entity.

[18 This management includes, among other things, the removal of certain covering assets from the special portfolio and their replacement by other covering assets to meet the applicable requirements.] 18

Art. 8. § 1. [19 The Bank] 19 appoints a portfolio manager for each special portfolio: 1° [19 when a measure is taken and/or a sanction is imposed regarding the issuing credit institution as referred to in Articles 234, § 2, 235, 236, 345, 346, § 2, or 347 and the Bank is of the opinion that this measure or sanction and/or the reasons therefor may affect the rights of the holders of the Belgian covered bonds and/or of any third parties having a claim on the special portfolio;] 19 2° [19 when a liquidation procedure is opened regarding the issuing credit institution or when it is resolved;] 19 3° when [19 the Bank] 19 is of the opinion that the assessment of the position of the issuing credit institution may seriously endanger the interests of the holders of the relevant Belgian covered bonds.

[19 The Bank may also appoint a portfolio manager when one or more of the authorizations referred to in Articles 80, § 1, and 81, § 1, are withdrawn pursuant to Article 17 of this Annex.] 19

§ 2. Once appointed, the portfolio manager is responsible for the full management of the special pool and has by operation of law all necessary or useful powers to conduct this management, including the power to perform all possible acts of disposal without any restriction. The purpose of this management is to ensure that the obligations set out in the terms of issue of the Belgian covered bonds continue to be complied with. Acts relating to the special pool that are performed after the appointment of the portfolio manager by the issuing credit institution or on its behalf, by persons other than the portfolio manager, shall be considered null and void, unless ratified by the portfolio manager.

§ 3. With regard to the issuing credit institution and with regard to third parties: a) the portfolio manager exercises from the date of his appointment and in the name of the special pool the real and personal rights and fulfils the obligations assigned to the special pool, with the same prerogatives as a full legal person; b) the portfolio manager may decide to extend the maturity by applying Article 13/1 of this Annex.

§ 4. The portfolio manager cooperates and exchanges all necessary and useful information with the Bank and, in the event of a liquidation procedure regarding the issuing credit institution or its resolution, with the liquidator or the resolution authority.

§ 5. The King lays down further rules regarding: 1° the requirements to be appointed as portfolio manager; 2° the duties and skills of the portfolio manager, as well as his reporting obligations, including the decisions for which the portfolio manager must obtain the agreement of the Bank and/or the representative of the holders of Belgian covered bonds; 3° the modalities that the Bank may establish for the reporting obligations referred to in point 2°.

Art. 9. [...]

[Section I/3 - Subscription by the issuing credit institution of Belgian covered bonds and mandatory reserves]

Art. 10. § 1. The issuing credit institution may subscribe to the Belgian covered bonds it has issued and acquire and retain such Belgian covered bonds. As long as they are held by the institution, the Belgian covered bonds to which it has subscribed or which it has acquired in this manner do not enjoy the rights established in Articles 7:162 to 7:176 of the Code of Companies and Associations and the similar rights that would be included in the articles of association of the institution, unless the terms of issue provide otherwise.

§ 2. To the extent permitted by the Bank, an issuing credit institution may hold mandatory reserves at the Bank for each special pool.

[Section I/4 - Concurrenty of creditors or resolution]

Art. 11. When a liquidation procedure is opened regarding the issuing credit institution: 1° this procedure is limited to the general assets of the issuing credit institution; the special pools and the obligations and debts secured by these special pools do not form part of the bankruptcy estate; 2° the trustee must cooperate with the supervisor and the portfolio manager so that they may manage the special pool in accordance with this legislation; 3° this procedure does not result in the obligations and debts secured by a special pool being automatically accelerated; 4° the creditors of the obligations and debts secured by a special pool retain their rights in the liquidation procedure, applying Article 6, sixth paragraph of this Annex; 5° the portfolio manager may, in the interest of the holders of the relevant Belgian covered bonds, after consultation with the representative of the holders of Belgian covered bonds and with the consent of the Bank, transfer the special pool (assets and liabilities) and its management to an institution that will be responsible for the further execution of the obligations towards the holders of Belgian covered bonds, in accordance with the original terms of issue; 6° the portfolio manager may, after consultation with the representative of the holders of Belgian covered bonds and with the consent of the Bank, proceed to the winding up of a special pool and to the early repayment of the relevant Belgian covered bonds, if the covering assets are insufficient or are likely to become insufficient to meet the obligations regarding these Belgian covered bonds; 7° the portfolio manager proceeds, after consultation with the Bank and the representative of the holders of Belgian covered bonds, to the partial or total winding up of the special pool and to early repayment, if the holders approve the winding up of the special pool and the early repayment by simple majority at a general meeting of the holders of the relevant Belgian covered bonds, where at least two thirds of the outstanding principal amount are represented; 8° the trustee has the right to request, after consultation with the Bank, that the portfolio manager return to the estate the assets that are established to no longer be needed as covering assets.

Art. 12. § 1. [...]

§ 2. When a liquidation procedure has been opened regarding the issuing credit institution, notwithstanding Article 233, it may continue to exercise activities outside this liquidation procedure that are necessary or useful for the management conducted by the portfolio manager to protect the interests of the holders of issued Belgian covered bonds regarding the special pool, at least until all obligations related to the special pool have been fully executed or otherwise fulfilled.

§ 3. [...]

[Art. 12/1. When a liquidation procedure is opened regarding a credit institution that has issued Belgian covered bonds or when it is being resolved, the Bank, the portfolio manager and, where applicable, the resolution authority cooperate and exchange the necessary information with a view to the aforementioned procedures and to ensure that the rights and interests of the holders of Belgian covered bonds are respected, in particular by ensuring that the Belgian covered bonds issuance programme is managed continuously and in accordance with statutory and regulatory requirements during the liquidation procedure or resolution. The portfolio manager also ensures that reporting obligations are complied with.

In no case shall automatic acceleration apply to the payment obligations linked to the Belgian covered bonds upon resolution of the issuing credit institution.]

[Section II. - Issuance and liquidity conditions]

Art. 13. Without prejudice to Article 13/1, the issuing credit institution must at all times be able to meet its payment obligations linked to the issued Belgian covered bonds and must therefore establish mechanisms to ensure that it has at all times the necessary liquidity for this purpose.

The King determines: 1° the applicable requirements regarding the taking into account of the liquidity generated by the covering assets and the liquidity buffer that the issuing credit institution must hold to ensure that it can meet its payment obligations linked to the issued Belgian covered bonds; 2° the requirements regarding the periodic verification of the liquidity buffer, which is carried out in particular by comparing the liquidity generated during a certain period by the covering assets and the payments that must be made during a certain period in accordance with the terms of issue.

[Art. 13/1. § 1. The maturity of a Belgian covered bond may only be extended under the following conditions: 1° the triggers for this extension are explicitly included in the terms of issue of the relevant Belgian covered bonds. Only the following events are considered as triggers:

• the issuing credit institution has established that it is unable to repay all amounts due on the maturity date of the relevant Belgian covered bonds ("failure to pay"); and/or
• a liquidation procedure has been opened regarding the issuing credit institution or it is being resolved; 2° in the event of a liquidation procedure or resolution, the implementation of the extension is decided by the portfolio manager; 3° the deferred maturity date is included in the terms of issue, and the final maturity date may not be later than one year after the original maturity date [...].

§ 2. The reasons for the extension and the action plan that the issuing credit institution will follow to ensure that all due amounts are repaid on the new maturity date are documented and brought to the attention of the Bank within 15 working days after the extension. If the reasons for the extension originate from the trigger referred to in paragraph 1, 1°, first dash, the issuing credit institution demonstrates that it has taken all reasonable measures to prevent the trigger from occurring.

The extension of the maturity does not affect the application of Articles 1/1 and 6 of this Annex. In particular, the extension of the original maturity date may not affect the situation of the holders of the relevant Belgian covered bonds and of the other creditors of the special pool with regard to their exclusive right to the covering assets forming the special pool. Likewise, such an extension may not imply a change in the sequence of the maturity schedule for the issuances of an issuance programme.

§ 3. In addition to the information required under paragraph 1, the terms of issue include a detailed description of: 1° the conditions for implementation and the consequences of the maturity extension; 2° the consequences of the liquidation procedure opened regarding the issuing credit institution or its resolution on the maturity extension; 3° the role of the portfolio manager and the Bank in the maturity extension.

§ 4. The King may determine the conditions under which provision may be made in the terms of issue of Belgian covered bonds for a maturity extension, as well as the conditions for its implementation.]

Art. 14. § 1. Articles 7:162 to 7:176 of the Code of Companies and Associations apply to Belgian covered bonds only to the extent that the terms of issue do not deviate from them.

§ 2. For holders of Belgian covered bonds that are part of the same issuance or the same issuance programme, one or more representatives may be appointed, provided that the terms of issue contain rules for the organization of general meetings for the holders of the relevant Belgian covered bonds. Within the limits of the tasks entrusted to them, these representatives can bind all holders of the Belgian covered bonds of this issuance or this issuance programme towards third parties and to prove their authority, it suffices that they produce the deed by which they were appointed. They may act and represent the holders of the Belgian covered bonds in liquidation procedures or similar procedures, without disclosing the identity of these persons.

The representatives of the holders of a Belgian covered bond are either appointed by the issuing credit institution before the issuance or by the general meeting of the holders of the relevant Belgian covered bonds after the issuance. Their powers are determined in the terms of issue or, if this is not the case, by the general meeting of the holders of the relevant Belgian covered bond.

The general meeting of the holders of the relevant Belgian covered bonds may revoke the appointment of the representative(s) at any time, provided that it simultaneously appoints one or more other representatives. The general meeting decides by simple majority of the represented Belgian covered bonds.

The representatives of the holders of a Belgian covered bond may also be appointed to act for other creditors who are holders of debt claims secured by the covering assets, provided that these creditors agree to this and provided that the terms of issue of the relevant Belgian covered bond contain appropriate rules for any conflicts of interest.

The representatives exercise their powers in the exclusive interest of the holders of the Belgian covered bond and, where applicable, of the other creditors they represent, and are accountable to them according to the further rules established in the terms of issue or, where applicable, in the decision of appointment.

[Section III. - Special obligations for the issuer of the Belgian covered bonds]

Art. 15. § 1. Every credit institution that has issued Belgian covered bonds must, with regard to those Belgian covered bonds: 1° maintain special administration for: a) the issued Belgian covered bonds to which the special pool relates; and b) the covering assets that secure these Belgian covered bonds. The assets referred to in points a) and b) are entered in a register of covering assets that is kept for one or more specific Belgian covered bonds, or, where applicable, for all Belgian covered bonds issued under the same issuance programme. Once the covering assets, including derivative contracts, are entered in the register of covering assets, they form part of the special pool relating to the Belgian covered bonds entered in the same register. This entry into the special pool is valid and enforceable against third parties from the moment of this registration.] 2° [...] 3° provide all necessary information and provide all necessary cooperation to its statutory auditor, to each portfolio supervisor and to each portfolio manager to enable them to carry out the tasks assigned to them under this law, the terms of issue and the agreements related to the issuance; 4° periodically demonstrate to the Bank that the issued Belgian covered bonds still comply with the requirements imposed by or under this law, in particular a) by reporting on compliance with the requirements regarding the criteria for the eligibility of the covering assets and the composition of the special pool; b) by reporting on the valuation of the covering assets, compliance with the coverage requirements, the liquidity requirements and the requirements regarding extendable maturity structures, in particular by reporting the results of stress tests regarding the coverage and liquidity requirements; c) by reporting on compliance with the requirements regarding the segregation of assets, in particular compliance with the requirements regarding the registration of assets; d) by reporting on credit, exchange rate, liquidity and interest rate risk; and e) by reporting on the performance of the tasks of the portfolio supervisor;] 5° be able to demonstrate to the Bank, whenever significant changes are proposed regarding Belgian covered bonds or an issuance programme and the legal documentation regarding these Belgian covered bonds or this issuance programme, that the relevant Belgian covered bonds still comply with the requirements established by or under Articles 79 to 81 and in the provisions of this Annex;] 6° take measures where applicable to limit exchange rate risk and interest rate risk.

§ 2. The Bank determines by regulation established under Article 12bis, § 2, of the law of 22 February 1998 the content of the reports referred to in paragraph 1, 4°, the frequency with which the issuing credit institution sends them to the Bank and according to which scheme.]

§ 3. The King may lay down further rules for the manner in which the special administration referred to in paragraph 1 must be conducted, both for the form and content and for the integrity of the data.

[Art. 15/1. § 1. Every credit institution that issues Belgian covered bonds publishes separately for each issuance programme the following information on its website within the month following the issuance and subsequently every month for information regarding the previous month: 1° the value of the special pool and of the relevant outstanding Belgian covered bonds and, where applicable, the rating of the relevant Belgian covered bonds; 2° for each issuance, the list of the International Securities Identification Numbers (ISINs) of the securities to which such a code has been assigned and the currency in which the relevant Belgian covered bonds were issued, their outstanding amount, their issuance date, their maturity date, including the established maturity date in the event of extension, the characteristics of their coupon and the percentage thereof; 3° the type of covering assets as well as the geographical distribution of the collateral securing them, and, if there is no collateral, the geographical distribution of the residences or seats of the debtors of those assets, the outstanding amount relating to the relevant debt claims and the valuation method; 4° further data on market risk, including interest rate and exchange rate risk, and on credit and liquidity risk; 5° the alignment of the maturities of the covering assets and those of the Belgian covered bonds, where applicable including an overview of the triggers for maturity extension and the final maturity dates of the Belgian covered bonds; 6° the level of the required covering assets, including the level of the surplus required by or under this Annex and the terms of issue, as well as the level of the voluntarily formed surplus; 7° the percentage of debt claims for which a default within the meaning of Article 178 of Regulation No. 575/2013 is deemed to have occurred, as well as the percentage of debt claims for which the payment delay exceeds 30 days without a default within the meaning of the aforementioned Article 178 being established.

§ 2. The King may lay down further rules regarding the information to be provided under paragraph 1.]

[Section IV. - Specific control]

Art. 16. § 1. After the unanimous opinion of the Bank and once Belgian covered bonds have been issued, the issuing credit institution appoints a portfolio supervisor who reports to the Bank on the compliance by the issuing credit institution with the statutory and regulatory requirements regarding the Belgian covered bonds. The costs and remuneration to be paid to this portfolio supervisor are borne by the issuing credit institution. [The mandate of the portfolio supervisor ends upon the appointment of a portfolio manager under Article 8 of this Annex.]

§ 2. The portfolio supervisor verifies and reports periodically to the Bank on the compliance by the issuing credit institution with the requirements regarding in particular: 1° the held covering assets; 2° the administration and the reporting obligations referred to in Article 15 of this Annex; 3° the permanent maintenance of the required coverage level, surplus and liquidity level.]

§ 3. The King lays down further rules regarding in particular: 1° the requirements to be met to be appointed as portfolio supervisor and the conditions under which the portfolio supervisor may be dismissed; and 2° the duties and reporting obligations of the portfolio supervisor.]

[§ 4. The Bank may by regulation established under Article 12bis, § 2, of the law of 22 February 1998 determine in particular the content and frequency of the reports that must be delivered to the Bank by the portfolio supervisor.]

Art. 17. § 1. If the Bank establishes that certain Belgian covered bonds no longer comply with the requirements imposed by or under Articles 79 to 81 or the provisions of this Annex, that the relevant issuing credit institution no longer complies with the requirements applicable to it in its capacity as a credit institution issuing Belgian covered bonds or that it obtained the consent required under Articles 80, § 1, and 81, § 1, by means of false statements or in another irregular manner, it sets a deadline within which the established situation must be remedied.

Without prejudice to the other measures provided for in this law, in particular the possibility under Article 8 of this Annex to appoint a portfolio manager, the Bank or, where applicable, the ECB at the request of the Bank, may withdraw one or more of the consents referred to in Articles 80, § 1, and 81, § 1, if the situation is not remedied by the expiry of this deadline.

In cases of extreme urgency or if the seriousness of the facts justifies it, the Bank or the ECB may take the measures referred to in this paragraph without a deadline being set in advance.

§ 2. In the event of withdrawal of consent in accordance with paragraph 1, the Bank immediately informs the European Commission and the European Banking Authority of the relevant decision and makes this decision immediately available on its website.

§ 3. Without prejudice to the other measures provided for in this Act, in particular the task of the portfolio manager appointed in accordance with Article 8 of this Annex, the revocation of the general authorization referred to in Article 80, § 1, and/or of a special authorization referred to in Article 81, § 1, does not prejudice the rights of holders of Belgian covered bonds issued in accordance with the aforementioned authorizations, nor the rights of other creditors of the specific asset(s) relating to these Belgian covered bonds. From the date of revocation of one or more of the aforementioned authorizations, no new issuances of Belgian covered bonds may take place, even under an existing issuance program.

§ 4. When one of the authorizations referred to in paragraph 1 is revoked, the credit institution concerned remains subject to the provisions laid down by or pursuant to Articles 79 to 81 and in this Annex until the issuing credit institution has met all its payment obligations associated with previously issued Belgian covered bonds, unless the Bank exempts it from certain provisions.]

33

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Art.

N4 . Annex 4. - TIER 1 CORE CAPITAL CONSERVATION BUFFER AND MACROPRUDENTIAL POLICY INSTRUMENTS CHAPTER I. - Tier 1 core capital conservation buffer Article 1. The tier 1 core capital conservation buffer of a credit institution amounts to 2.5% of the total amount of its risk exposure, as calculated in accordance with Article 92(3) of Regulation No. 575/2013.

CHAPTER II. - Macroprudential policy instruments Art. 2. For the purposes of this Chapter, the designated authority means the authority that, in a Member State or a third country, is empowered to set the counter-cyclical tier 1 capital buffer and/or the tier 1 capital buffer for [systemically important institutions] 3 3 and/or the tier 1 capital buffer for system or macroprudential risks, regardless of whether that authority is or is not a competent authority or an authority responsible for supervising credit institutions in a third country.

Section I. - Credit institution-specific counter-cyclical tier 1 core capital buffer Art. 3. For the calculation of the capital buffer requirement referred to in this Section, the relevant exposures to credit risk are those falling under the various categories referred to in Article 112 of Regulation No. 575/2013, with the exception of points (a) to (f), and which are subject to: 1° the regulatory own funds requirements for credit risk under Part 3, Title II of that Regulation; 2° if the exposure is included in the trading book, the regulatory own funds requirements for specific risk, under Part 3, Title IV, Chapter 2 of Regulation No. 575/2013, or for additional default and migration risk, under Part 3, Title IV, Chapter 5 of that Regulation; 3° if the exposure consists of securitisation, the regulatory own funds requirements imposed in Part 3, Title II, Chapter 5 of Regulation No. 575/2013.

The calculation of the capital buffer requirement referred to in the first paragraph depends, inter alia, on the geographical location of the relevant exposures to credit risk, which is determined in accordance with the technical standards adopted by the European Commission pursuant to Article 140(7) of Directive 2013/36/EU.

Art. 4. § 1. The counter-cyclical tier 1 core capital buffer of a credit institution is equal to the total amount of the risk exposure of that institution, calculated in accordance with Article 92(3) of Regulation No. 575/2013, multiplied by the percentage of its institution-specific counter-cyclical tier 1 core capital buffer.

That percentage is equal to the weighted average of the counter-cyclical buffer percentages applicable to the territories where the relevant exposures to credit risk of the credit institution concerned are located.

§ 2. For the calculation of the weighted average of the counter-cyclical tier 1 core capital buffer percentages referred to in the second paragraph of paragraph 1, credit institutions multiply each of the counter-cyclical buffer percentages applicable in accordance with Article 6 of this Annex by the total amount of their regulatory own funds requirements covering their relevant exposures to credit risk on the territory concerned, determined in accordance with Part 3, Title II of Regulation No. 575/2013, and divide the resulting figure by the total amount of their regulatory own funds requirements covering all their relevant exposures to credit risk.

Art. 5. § 1. For the relevant exposures to credit risk on counterparties established on Belgian territory, the counter-cyclical buffer percentage referred to in Article 4, § 2 of this Annex is the counter-cyclical buffer percentage set by the Bank.

§ 2. [The Bank sets or adjusts this percentage as necessary based on the quarterly assessment of one or more reference indicators that reflect the intensity of cyclic system risk and risks arising from excessive credit growth in Belgium and which take into account the specific characteristics of the national economy.] 8 These indicators are based on the deviation, relative to their long-term trend, of the ratio between the volume of credit granted on Belgian territory and gross domestic product, taking into account in particular: a) the increase in the volumes of credit granted on Belgian territory and the evolution of gross domestic product; b) the guidelines and recommendations of the ESRB; c) any other variable that the Bank considers relevant in the case at hand to address cyclic system risk.

§ 3. The counter-cyclical buffer percentage set by the Bank, expressed as a percentage of the total amount of relevant exposures to credit risk on Belgian territory, must lie between 0% and 2.5%, calibrated in steps of 0.25 percentage point or multiples of 0.25 percentage point. When it deems it necessary based on the variables referred to in paragraph 2, the Bank may set a counter-cyclical buffer percentage of more than 2.5%.

§ 4. For the calculation of the weighted average referred to in Article 3, § 2 of this Annex, credit institutions apply the percentage referred to in paragraph 1 from the date set by the Bank. Unless exceptional circumstances justify a shorter period, that date [8...] 8 twelve months after the date on which an increase in the percentage was announced in accordance with paragraph 6.

§ 5. When the Bank reduces the counter-cyclical buffer percentage, institutions may apply the new percentage immediately. The Bank announces, on an indicative basis, a period during which no increase in that percentage is expected.

§ 6. [The Bank publishes the counter-cyclical tier 1 core capital buffer percentage it sets for a quarter each quarter on its website, stating in particular the following information:] 8 a) the applicable percentage; b) the ratio "credit granted to gross domestic product" and the deviation of that ratio from its long-term trend; c) the justification for the percentage taken into account, including the reference indicators that the Bank took into account to set the percentage; d) when the percentage is increased, the date from which credit institutions are required to apply that percentage for the calculation of the weighted average of counter-cyclical buffer percentages referred to in Article 4, § 1, second paragraph of this Annex; e) the exceptional circumstances that, if applicable, justify that the date referred to in point (d) falls earlier than twelve months after the publication made pursuant to this paragraph; f) when the percentage is reduced, the justification for the guidance period during which no increase is expected.

§ 7. The Bank takes all reasonable measures to coordinate, together with the European authorities and the designated authorities of the Member States, the decisions relating to the setting of the counter-cyclical buffer percentage referred to in paragraph 1. [The Bank notifies the ESRB of any change in the counter-cyclical buffer percentage as well as, in that case, the information referred to in paragraph 6.] 8

Art. 6. Credit institutions calculate the weighted average of the counter-cyclical buffer percentages referred to in Article 4, § 1, second paragraph of this Annex based on the counter-cyclical buffer percentages respectively published by the Bank in accordance with Article 5, § 6 of this Annex, and by the designated authorities of the various Member States or third countries on the territory where the relevant exposures to credit risk are located, in accordance with Articles 7 to 10 of this Annex.

Art. 7. § 1. A counter-cyclical buffer percentage set for the relevant exposures to credit risk on the territory of a Member State is applicable on the date set by the designated authority of that State.

§ 2. When a designated authority of a Member State sets a counter-cyclical buffer percentage of more than 2.5%, credit institutions use that percentage to calculate the weighted average of the counter-cyclical tier 1 capital buffer percentage, provided that that percentage of more than 2.5% is recognised by the Bank.

§ 3. The Bank announces the recognition of a percentage of more than 2.5% on its website. That announcement contains at least the following information: a) the recognised percentage and the Member State concerned; b) the date from which credit institutions are required to apply that percentage for the calculation of the weighted average of counter-cyclical buffer percentages referred to in Article 4, § 1, second paragraph of this Annex; c) the exceptional circumstances that, if applicable, justify that the date referred to in point (b) falls earlier than twelve months after the announcement made by the Bank pursuant to this paragraph.

Art. 8. When a designated authority of a Member State referred to in Article 5 of this Annex has set a counter-cyclical buffer percentage of more than 2.5% and the Bank does not recognise that percentage, credit institutions use a percentage of 2.5% for the calculation of the weighted average of the counter-cyclical tier 1 capital buffer percentage.

That obligation to use a percentage of 2.5% is applicable on the date set by the designated authority whose percentage has not been the subject of the recognition referred to in the first paragraph.

Art. 9. When a designated authority of a Member State reduces the applicable counter-cyclical buffer percentage, that reduction is immediately applicable.

Art. 10. § 1. The decision to set a counter-cyclical buffer percentage for a third country is applicable twelve months after the date on which the setting of the applicable percentage was announced by the designated authority of that country, even if that authority prescribes that credit institutions subject to that country apply that change within a shorter period. A change in the counter-cyclical buffer percentage for a third country is deemed to have been announced on the date on which it was published by the authority of that country.

§ 2. When the percentage set by the designated authority of the third country amounts to more than 2.5%, Articles 7, §§ 2 and 3, and 8 of this Annex apply mutatis mutandis. However, the Bank may set a different rate whose percentage is above 2.5%, provided that it is lower than the percentage published by the designated authority of the third country.

§ 3. If no counter-cyclical buffer percentage has been published by the designated authority of a third country on whose territory the relevant exposures to credit risk are located, the Bank may set that percentage.

§ 4. If it has reasonable grounds to consider that the percentage published by the designated authority of a third country is insufficient to properly protect credit institutions against the risks of excessive credit growth in that country, the Bank may set a counter-cyclical buffer percentage higher than the percentage published by the authority of the third country concerned.

§ 5. For the purposes of paragraphs 2 to 4, the Bank takes into account the recommendations of the ESRB.

§ 6. When the Bank expresses an opinion on a counter-cyclical buffer percentage for a third country in accordance with paragraphs 2 to 4, it decides on the date from which credit institutions are required to apply that percentage for the calculation of the weighted average of the counter-cyclical buffer percentages. That date falls no earlier than twelve months after the date on which the Bank expressed its opinion, unless exceptional circumstances justify a shorter period.

§ 7. When a designated authority of a third country reduces the counter-cyclical buffer percentage, that reduction is immediately applicable.

§ 8. The Bank publishes on its website, for each of the counter-cyclical buffer percentages on which it has expressed an opinion for third countries in accordance with paragraphs 2 to 4, the following information: a) the applicable percentage and the third country concerned; b) if the Bank has modified the percentage initially determined by the designated authority of the third country, the justification for the modified percentage; c) the date from which credit institutions are required to apply the percentage concerned for the calculation of the weighted average of counter-cyclical buffer percentages referred to in Article 4, § 1, second paragraph of this Annex; d) the justification for the shortening of the implementation period of the said percentage, if the date referred to in point (c) falls earlier than twelve months after the date of the announcement made by the Bank pursuant to this paragraph.

Section II. - Buffer for systemically important [institutions] 2 Art. 11. [ 9 ...] 9

Art. 12. [ 5 Credit institutions, financial parent holdings or mixed financial parent holdings under Belgian law whose failure to comply would have a significant impact respectively on Belgium, the market and the economy of one or more Member States, and on the global financial market, are designated by the Bank as "G-SIIs" or "O-SIIs". [ 10 O-SIIs may be: a) a group headed by a Belgian EEA parent credit institution, a Belgian financial EEA parent holding or a Belgian mixed financial EEA parent holding; or a) an O-SII is a credit institution under Belgian law not referred to in point (a), which is not a subsidiary of a parent credit institution, a financial EEA parent holding or a mixed financial EEA parent holding.] 10 ] 5 [ 10 G-SIIs may be: a) a group headed by a Belgian EEA parent credit institution, a Belgian financial EEA parent holding, a Belgian mixed financial EEA parent holding, a Belgian parent credit institution, a Belgian financial parent holding or a Belgian mixed financial parent holding; b) a credit institution under Belgian law not referred to in point (a), which is not a subsidiary of a Belgian parent credit institution, a Belgian financial parent holding or a Belgian mixed financial parent holding.] 10

Art. 13. [ 11 § 1. The Bank determines, by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, the method used to assess whether an institution referred to in Article 12 of this Annex should be designated as an O-SII, based on the following criteria: a) the size of the group concerned; b) the correlation between the global financial system and the group concerned; c) the substitutability of the services or financial infrastructure provided by the group concerned; d) the complexity of the group concerned; e) the importance of the cross-border activities of the group concerned, distinguishing between cross-border activities between Member States and those with a third country. Each criterion is given equal weight and is assessed based on quantifiable indicators. The method used makes it possible to draw up a global systemic relevance score for each O-SII and, on that basis, to place each O-SII into a subcategory of O-SIIs. The subcategories of O-SIIs and the thresholds are determined taking into account Directive 2013/36/EU and the technical standards of the European Banking Authority.

Furthermore, the Bank establishes an additional global score for each O-SII based on all the criteria referred to in the first paragraph, provided that for the criterion referred to in point (e) no account is taken of the activities carried out in the participating Member States. Each criterion is given equal weight and is assessed based on quantifiable indicators. For criteria (a) to (d), the same result is used as for the assessment referred to in the second paragraph. Based on the additional score, the Bank may take one of the measures referred to in paragraph 3, (c).

§ 2. The amount of the tier 1 core capital buffer requirement for O-SIIs depends on the subcategory to which the O-SII concerned belongs. There are at least five subcategories. Except for the fifth subcategory and any additional higher subcategory, the thresholds between the subcategories of O-SIIs are fixed in accordance with the principle that there is a constant linear increase in systemic relevance from subcategory to subcategory, which leads to a linear increase in the additional tier 1 core capital requirement. The lowest subcategory is assigned 1% of the total amount of the risk exposure of the institution concerned, calculated in accordance with Article 92(3) of Regulation No. 575/2013, and the percentage assigned to each subcategory increases in equal tranches of at least 0.5% of the total amount of the risk exposure of the institution concerned, calculated in accordance with Article 92(3) of Regulation No. 575/2013.

§ 3. The Bank may adjust the allocation to a subcategory of O-SIIs referred to in paragraph 1 if it considers that it does not reflect the systemic relevance of the entity concerned and a) may place an entity whose global score is lower than the threshold of the lowest subcategory into that subcategory or a higher subcategory and, consequently, designate that entity as an O-SII; b) may transfer an O-SII from a lower subcategory to a higher subcategory; c) may, based on the additional global score referred to in the third paragraph of paragraph 1 and taking into account the degree of completion of the common resolution mechanism, transfer an O-SII from a higher subcategory to a lower subcategory.

§ 4. An O-SII must comply with the tier 1 core capital buffer requirement for O-SIIs only on a consolidated basis.] 11

Art. 14. [ 12 § 1. The Bank designates the G-SIIs by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, based on the following criteria: a) their size, if applicable on a consolidated basis; b) their importance for the Belgian economy or that of one or more Member States; c) the importance of their cross-border activities; d) their correlation or that of their group with the financial system. The regulation takes into account the guidelines established by the European Banking Authority concerning the criteria referred to in this paragraph.

§ 2. The Bank determines by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998 the amount of the tier 1 core capital buffer that each G-SII must hold on a consolidated, sub-consolidated and individual basis, taking into account, if applicable, the criteria determined in paragraph 1. That amount may not be greater than 3% of the total amount of risk exposure calculated in accordance with Article 92(3) of Regulation No. 575/2013.

§ 2/1. In derogation of paragraph 2, the amount may be raised to a percentage of more than 3% with the consent of the European Commission.

§ 3. When it requires a buffer for G-SIIs in accordance with the method referred to in paragraph 2, the Bank observes the following principles: a) the requirement of a buffer for G-SIIs must not have disproportionate negative effects on the whole or parts of the financial system in other Member States or in the European Union as a whole, thereby constituting or creating an obstacle to the functioning of the internal market; b) the requirement of a buffer for G-SIIs is reviewed at least once a year.

§ 4. The Bank notifies the ESRB of the decision to set or modify the requirement of a tier 1 core capital buffer for G-SIIs one month before the date on which that requirement becomes mandatory and three months before the publication of a decision taken pursuant to paragraph 2/1. The notification contains a detailed description of the following elements: a) the reasons why the G-SII buffer can be efficient and proportionate to mitigate the system risk posed by such undertaking; b) the G-SII buffer percentage that the Bank intends to impose; c) an assessment of the likely positive or negative impact of the G-SII buffer on the internal market, based on the information available to the Bank.

§ 5. A G-SII that is a subsidiary of:

• a global systemically important institution within the meaning of Article 131 of Directive 2013/36/EU, to which a licence has been granted in another Member State; or
• another systemically important institution within the meaning of Article 131 of Directive 2013/36/EU, to which a licence has been granted in another Member State, which is a parent credit institution in a Member State or a group headed by an EEA parent credit institution, a financial EEA parent holding or a mixed financial EEA parent holding and which is subject on a consolidated basis to a tier 1 core capital buffer for other systemically important institutions within the meaning of Article 131 of Directive 2013/36/EU, is required at individual or sub-consolidated level only to comply with the lowest requirement between: a) the percentage resulting from the sum of the highest tier 1 core capital buffer percentage for global systemically important institutions or for other systemically important institutions applicable on a consolidated basis to the group, and 1% of the total amount of risk exposure as calculated in accordance with Article 92(3) of Regulation No. 575/2013; and b) 3% of the total amount of risk exposure as calculated in accordance with Article 92(3) of Regulation No. 575/2013 or, if applicable, the percentage required pursuant to paragraph 2/1 of this Article.

§ 6. If the sum of the tier 1 core capital buffer requirement for O-SIIs or G-SIIs and the tier 1 core capital buffer requirement for system or macroprudential risks as calculated with application of Article 96, § 4 of this Act is higher than 5% of the total amount of the risk exposure of the credit institution and/or, if applicable, the amount of risk exposure resulting from one or more of the exposure segments referred to in Article 16/1 of this Annex, the procedures determined in paragraphs 2/1 and 4 of this Article apply.] 12

Art. 15. The Bank draws up the list of SIs and the list of O-SIIs, the latter containing the subcategory into which each O-SII is placed. The Bank publishes these lists on its website. The lists and any changes thereto are communicated to the ESRB, the European Banking Authority, and the European Commission. The Bank assesses annually the systemic relevance of O-SIIs and SIs as well as the placement of O-SIIs in the corresponding subcategories. It communicates the results thereof to the institutions concerned, to the ESRB, to the European Banking Authority, and to the European Commission, and updates the lists referred to in the first paragraph on its website.

Section III. - Tier 1 capital buffer for systemic or macroprudential risks

Art. 16. § 1. The Bank may, by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, require credit institutions to hold a Tier 1 capital buffer to anticipate and mitigate the impact of systemic or macroprudential risks that do not fall under Regulation No 575/2013 and Sections I and II of this Chapter. These systemic or macroprudential risks are structural risks of disruption to the financial system that may have serious consequences for the stability of the financial system and the real economy in Belgium. The regulation adopted by the Bank pursuant to this section complies with the requirements set out in paragraph 2 and in Articles 16/1 to 22 of this Annex. § 2. The requirement for a Tier 1 capital buffer for systemic or macroprudential risks applies on an individual, sub-consolidated, and consolidated basis, in accordance with Title II of Part 1 of Regulation No 575/2013, to all credit institutions or to one or more subgroups of credit institutions, grouped according to similar activities or risk profiles.

Art. 16/1. When adopting the regulation referred to in Article 16, § 1 of this Annex, the Bank may base the calculation of the Tier 1 capital buffer requirement for systemic or macroprudential risks on all risk exposures of the credit institution and/or on one or more of the following exposure segments: a) all exposures located in Belgium; b) the following sectoral exposures in Belgium: i) all exposures relating to individuals and small entities vis-à-vis natural persons secured by non-business real estate; ii) all exposures vis-à-vis legal persons secured by mortgages on business real estate; iii) all exposures vis-à-vis legal persons, with the exception of those mentioned in point ii); iv) all exposures vis-à-vis natural persons, with the exception of those mentioned in point i); c) all exposures in other Member States, without prejudice to Articles 17, § 3 and 20 of this Annex; d) only for the recognition of a buffer percentage established by another Member State pursuant to Article 22 of this Annex, the sectoral exposures mentioned in point b) of this paragraph located in other Member States; e) exposures located in third countries; and f) segments of the exposure categories mentioned in point b).

Art. 16/2. The Bank sets the percentage and/or percentages of the Tier 1 capital buffer for systemic or macroprudential risks in steps of 0.5 percentage points or multiples of 0.5 percentage points, in accordance with Articles 17 to 20 of this Annex.

Art. 16/3. The Bank may apply differentiated Tier 1 capital buffer percentages for systemic or macroprudential risks relating to all exposures and/or to a segment of exposures as referred to in Article 16/1 of this Annex for all credit institutions or for one or more subgroups of credit institutions as referred to in Article 16, § 2 of this Annex.

Art. 16/4. When imposing the obligation to maintain a buffer for systemic or macroprudential risks, the Bank observes the following principles: a) the Tier 1 capital buffer for systemic or macroprudential risks must not have disproportionate negative effects on the whole or parts of the financial system in other Member States or in the European Union as a whole, nor constitute an obstacle to or create barriers for the functioning of the internal market; b) the percentage of the Tier 1 capital buffer for systemic or macroprudential risks is reviewed at least every two years. c) the Tier 1 capital buffer for systemic or macroprudential risks does not apply to risks covered by the Tier 1 capital buffer requirements as established in Sections I and II of this Chapter.

Art. 16/5. For the calculation of the applicable Tier 1 capital buffer requirement for systemic or macroprudential risks, credit institutions use the following formula: BSR = Rt x Et + ∑i Ri x Ei Where: "BSR" is the requirement for a Tier 1 capital buffer for systemic or macroprudential risks; "Rt" is the percentage of a Tier 1 capital buffer for systemic or macroprudential risks that applies to the total amount of the credit institution's risk exposure; "Et" is the total amount of the credit institution's risk exposure as calculated in accordance with Article 92(3) of Regulation No 575/2013; "i" is the index indicating the segment of exposures as referred to in Article 16/1 of this Annex; "Ri" is the percentage of a Tier 1 capital buffer for systemic or macroprudential risks that applies to the amount of the risk exposure resulting from the segment of exposures i; "Ei" is the amount of the risk exposure of the credit institution resulting from the segment of exposures i, as calculated in accordance with Article 92(3) of Regulation No 575/2013.

Art. 17. § 1. Before establishing the requirement for a Tier 1 capital buffer for systemic or macroprudential risks at a percentage that applies to the total amount of risk exposure and/or, where applicable, at one or more percentages that apply to one or more segments of exposures, which for no exposure results in a total percentage of more than 3%, the Bank communicates its draft regulation referred to in Article 16, § 1 of this Annex to the ESRB, even if this requirement relates to exposures located in third countries. It does the same with regard to the designated authorities of the Member States under which the parent undertakings of the credit institutions for which one or more Tier 1 capital buffers for systemic or macroprudential risks apply fall. The recognition of a Tier 1 capital buffer percentage for systemic or macroprudential risks established by another Member State pursuant to Article 22 of this Annex is not taken into account for the 3% threshold referred to in the first paragraph. The notification contains a detailed description of: a) the systemic or macroprudential risk in Belgium referred to in paragraph 1; b) the reasons why the magnitude of this systemic and macroprudential risk constitutes a threat to the stability of the national financial system; c) the percentage or percentages of the Tier 1 capital buffer for systemic or macroprudential risks that the Bank intends to establish, as well as the exposures for which the percentage or percentages apply and the credit institutions to which this or these will apply; d) the reasons why the Tier 1 capital buffer for systemic or macroprudential risks is considered an efficient and proportionate measure to mitigate the risk; e) an assessment of the positive or negative impact of the Tier 1 capital buffer for systemic or macroprudential risks on the internal market, based on the information available to the Bank; f) when the requirement for a Tier 1 capital buffer for systemic and macroprudential risks applies to all risk exposures of the credit institution, the reasons why this requirement does not overlap with the requirement resulting from the implementation of the Tier 1 capital buffer for SIs determined in Article 14 of this Annex. § 2. The Bank may proceed with the publication referred to in Article 21 of this Annex one month after the notifications referred to in paragraph 1. § 3. When the Tier 1 capital buffer requirement for systemic or macroprudential risks is established by the Bank based on risk exposures located in another Member State, this requirement applies to the entirety of risk exposures in all other Member States, unless this requirement is established to recognize the systemic risk buffer percentage established by another Member State pursuant to Article 22 of this Annex.

Art. 17/1. Article 17, § 1 of this Annex applies in the event of a reduction or maintenance of the previously established percentage and/or the previously established percentages of a Tier 1 capital buffer for systemic or macroprudential risks.

Art. 18. If the percentage referred to in Article 17, § 1 of this Annex is brought to a total percentage between 3% and 5%, the Bank requests the opinion of the European Commission in the notification made pursuant to the aforementioned paragraph 1 and may only finalize the adoption of the regulation referred to in Article 16, § 1 of this Annex after receiving this opinion. If it does not follow this opinion, the Bank explains the reasons for doing so in its regulation.

Art. 19. When the total percentage for systemic or macroprudential risks referred to in Article 17, § 1 of this Annex lies between 3% and 5% and one or more buffer percentages for systemic or macroprudential risks are imposed on a credit institution whose parent undertaking falls under another Member State, the notification referred to in Article 17, § 1 of this Annex includes a request for a recommendation from the ESRB and the European Commission. In the event of a negative opinion from the European Commission and the ESRB or if the authorities referred to in Article 17, § 1, first paragraph of this Annex disagree, the Bank may refer the matter to the European Banking Authority and request the latter to mediate in accordance with Article 19 of Regulation No 1093/2010. The decision of the Bank is suspended until the European Banking Authority has taken a decision.

Art. 20. If the total percentage referred to in Article 17, § 1 of this Annex is brought to a percentage of more than 5%, the Bank may only finalize the adoption of the regulation referred to in Article 16, § 1 of this Annex if the European Commission adopts an implementing act granting the Bank permission to take this measure.

Art. 21. The Bank publishes the regulation referred to in Article 16, § 1 of this Annex on its website. This publication contains in particular the following information: a) the percentage and/or percentages of the Tier 1 capital buffer for systemic or macroprudential risks that apply; b) the credit institutions subject to the Tier 1 capital buffer requirement for systemic or macroprudential risks; c) the exposures for which the percentage and/or percentages of the Tier 1 capital buffer for systemic or macroprudential risks apply; d) the justification for this percentage and/or these percentages, unless the publication of this information could endanger the stability of the financial system; e) the date from which credit institutions must comply with the Tier 1 capital buffer requirement for systemic or macroprudential risks; f) the third countries for which risk exposures located there are taken into account in the Tier 1 capital buffer for systemic or macroprudential risks and/or the entirety of Member States when such exposures are located in a Member State.

Art. 22. § 1. When the Bank introduces a Tier 1 capital buffer requirement for systemic or macroprudential risks, pursuant to Articles 16 to 21 of this Annex, it may request the ESRB to, in accordance with Article 16 of Regulation No 1092/2010, issue a recommendation to one or more Member States that could recognize the buffer for systemic or macroprudential risks relating to risk exposures of credit institutions falling under these states located in Belgium. § 2. By regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, the Bank may recognize a Tier 1 capital buffer percentage for systemic or macroprudential risks established by a designated authority of another Member State for exposures located on the territory of that state. This recognition gives mandatory character to this percentage, with regard to the Tier 1 capital buffer requirement for systemic or macroprudential risks that applies to credit institutions having such exposures. The Bank communicates the recognition referred to in the first paragraph to the ESRB. Articles 18 to 20 of this Annex apply. § 3. When deciding whether or not to recognize a percentage of the buffer for systemic or macroprudential risks pursuant to paragraph 2, the Bank takes into account the information communicated and published by the designated authority of the Member State concerned in accordance with Directive 2013/36/EU; 2° Article 22 is supplemented with a paragraph 4, reading: "§ 4. When the Bank recognizes a Tier 1 capital buffer percentage for systemic or macroprudential risks pursuant to paragraph 2, it may decide that the resulting Tier 1 capital buffer requirement for systemic or macroprudential risks is cumulated with the requirement established pursuant to Articles 16 to 21 of this Annex, provided that these requirements relate to different risks. If the risks are the same, only the highest requirement applies."

(1)<W 2015-12-18/17, art. 3, 004; Entry into force: 08-01-2016> (2)<W 2015-12-18/17, art. 36, 004; Entry into force: 08-01-2016> (3)<W 2015-12-18/17, art. 40, 004; Entry into force: 08-01-2016> (4)<W 2015-12-18/17, art. 41, 004; Entry into force: 08-01-2016> (5)<W 2015-12-18/17, art. 42, 004; Entry into force: 08-01-2016> (6)<W 2015-12-18/17, art. 43, 004; Entry into force: 08-01-2016> (7)<W 2015-12-18/17, art. 44, 004; Entry into force: 08-01-2016> (8)<W 2021-07-11/08, art. 274, 027; Entry into force: 23-07-2021> (9)<W 2021-07-11/08, art. 275, 027; Entry into force: 23-07-2021> (10)<W 2021-07-11/08, art. 276, 027; Entry into force: 23-07-2021> (11)<W 2021-07-11/08, art. 277, 027; Entry into force: 23-07-2021> (12)<W 2021-07-11/08, art. 278, 027; Entry into force: 23-07-2021> (13)<W 2021-07-11/08, art. 279, 027; Entry into force: 23-07-2021> (14)<W 2021-07-11/08, art. 280, 027; Entry into force: 23-07-2021> (15)<W 2021-07-11/08, art. 281, 027; Entry into force: 23-07-2021> (16)<W 2021-07-11/08, art. 282, 027; Entry into force: 23-07-2021> (17)<W 2021-07-11/08, art. 283, 027; Entry into force: 23-07-2021> (18)<W 2021-07-11/08, art. 284, 027; Entry into force: 23-07-2021> (19)<W 2021-07-11/08, art. 285, 027; Entry into force: 23-07-2021> (20)<W 2021-07-11/08, art. 286, 027; Entry into force: 23-07-2021> (21)<W 2021-07-11/08, art. 287, 027; Entry into force: 23-07-2021> (22)<W 2021-07-11/08, art. 288, 027; Entry into force: 23-07-2021> (23)<W 2021-07-11/08, art. 289, 027; Entry into force: 23-07-2021> (24)<W 2021-07-11/08, art. 290, 027; Entry into force: 23-07-2021> (25)<W 2021-07-11/08, art. 291, 027; Entry into force: 23-07-2021>

Art.

N5

Annex 5. - RESTRICTIONS ON DISTRIBUTIONS

Section I. - Calculation of the Maximum Distributable Amount (MDA)

Article 1. § 1. Institutions calculate their Maximum Distributable Amount (MDA) by multiplying the sum obtained in accordance with paragraph 2 by the factor determined in accordance with paragraph 3. The execution of any action referred to in Article 101, after this calculation, reduces the MDA by the corresponding amount.

§ 2. [1 The sum to be multiplied in accordance with paragraph 1 consists of: a) the interim profit not included in Tier 1 core capital in accordance with Article 26(2) of Regulation No. 575/2013, excluding any distribution of profit or any payment or repayment resulting from the actions referred to in Article 101; plus b) the profit at the end of the financial year not included in Tier 1 core capital in accordance with Article 26(2) of Regulation No. 575/2013, excluding any distribution of profit or any payment resulting from the actions referred to in Article 101; minus c) the amounts that would be payable as tax for the elements referred to in points a) and b) of this paragraph.] 1

§ 3. [1 The factor referred to in paragraph 1 is determined as follows: a) the factor is zero when the amount of the institution's Tier 1 core capital not used to meet the own-funds requirement imposed by Article 92(1)(a) to (c) of Regulation No. 575/2013 and the specific own-funds requirement referred to in Articles 149 and 150 to address risks other than the excessive leverage risk, expressed as a percentage of the total amount of risk exposure calculated in accordance with Article 92(3) of that Regulation, is in the first (i.e., lowest) quartile of the overall Tier 1 core capital buffer requirement; b) the factor is 0.2 when the amount of the institution's Tier 1 core capital not used to meet the own-funds requirement imposed by Article 92(1)(a) to (c) of Regulation No. 575/2013 and the specific own-funds requirement referred to in Articles 149 and 150 to address risks other than the excessive leverage risk, expressed as a percentage of the total amount of risk exposure calculated in accordance with Article 92(3) of that Regulation, is in the second quartile of the overall Tier 1 core capital buffer requirement; c) the factor is 0.4 when the amount of the institution's Tier 1 core capital not used to meet the own-funds requirement imposed by Article 92(1)(a) to (c) of Regulation No. 575/2013 and the specific own-funds requirement referred to in Articles 149 and 150 to address risks other than the excessive leverage risk, expressed as a percentage of the total amount of risk exposure calculated in accordance with Article 92(3) of that Regulation, is in the third quartile of the overall Tier 1 core capital buffer requirement; d) the factor is 0.6 when the amount of the institution's Tier 1 core capital not used to meet the own-funds requirement imposed by Article 92(1)(a) to (c) of Regulation No. 575/2013 and the specific own-funds requirement referred to in Articles 149 and 150 to address risks other than the excessive leverage risk, expressed as a percentage of the total amount of risk exposure calculated in accordance with Article 92(3) of that Regulation, is in the fourth (i.e., highest) quartile of the overall Tier 1 core capital buffer requirement. The upper and lower limits of each quartile of the overall Tier 1 core capital buffer requirement are calculated as follows: lower limit of the quartile = Overall capital buffer requirement X (Qn - 1)/4 upper limit of the quartile = Overall capital buffer requirement X Qn "Qn" is the rank number of the relevant quartile, ranging from 1 to 4.] 1

[2 Section I/1. - Calculation of the Leverage Ratio-related Maximum Distributable Amount (H-MDA)] 2

[3 Art. 1/1. SFI's calculate their Leverage Ratio-related Maximum Distributable Amount (H-MDA) by multiplying the sum obtained in accordance with paragraph 2 by the factor determined in accordance with paragraph 3. The execution of any action referred to in Article 102/4, after this calculation, reduces the H-MDA by the corresponding amount.

§ 2. The sum to be multiplied in accordance with paragraph 1 consists of: a) the interim profit not included in Tier 1 capital in accordance with Article 26(2) of Regulation No. 575/2013, excluding any distribution of profit or any payment or repayment resulting from the actions referred to in Article 102/4; plus b) the profit at the end of the financial year not included in Tier 1 capital in accordance with Article 26(2) of Regulation No. 575/2013, excluding any distribution of profit or any payment resulting from the actions referred to in Article 102/4; minus c) the amounts that would be payable as tax for the elements referred to in points a) and b) of this paragraph.

§ 3. The factor referred to in paragraph 1 is determined as follows: a) the factor is zero when the amount of the SFI's Tier 1 capital not used to meet the own-funds requirement imposed by Article 92(1)(d) of Regulation No. 575/2013 and the specific own-funds requirement referred to in Articles 149 and 150 to address the excessive leverage risk, expressed as a percentage of the total exposure calculated in accordance with Article 429(4) of that Regulation, is in the first (i.e., lowest) quartile of the leverage ratio buffer requirement; b) the factor is 0.2 when the amount of the SFI's Tier 1 capital not used to meet the own-funds requirement imposed by Article 92(1)(d) of Regulation No. 575/2013 and the specific own-funds requirement referred to in Articles 149 and 150 to address the excessive leverage risk, expressed as a percentage of the total exposure calculated in accordance with Article 429(4) of that Regulation, is in the second quartile of the leverage ratio buffer requirement; c) the factor is 0.4 when the amount of the SFI's Tier 1 capital not used to meet the own-funds requirement imposed by Article 92(1)(d) of Regulation No. 575/2013 and the specific own-funds requirement referred to in Articles 149 and 150 to address the excessive leverage risk, expressed as a percentage of the total exposure calculated in accordance with Article 429(4) of that Regulation, is in the third quartile of the leverage ratio buffer requirement; d) the factor is 0.6 when the amount of the SFI's Tier 1 capital not used to meet the own-funds requirement imposed by Article 92(1)(d) of Regulation No. 575/2013 and the specific own-funds requirement referred to in Articles 149 and 150 to address the excessive leverage risk, expressed as a percentage of the total exposure calculated in accordance with Article 429(4) of that Regulation, is in the fourth (i.e., highest) quartile of the leverage ratio buffer requirement. The upper and lower limits of each quartile of the leverage ratio buffer requirement are calculated as follows: lower limit of the quartile = Leverage ratio buffer requirement X (Qn - 1)/4 upper limit of the quartile = Leverage ratio buffer requirement X Qn "Qn" is the rank number of the relevant quartile, ranging from 1 to 4.] 3

Section II. [4

• Information to be provided to the supervisor in application of Article 101, § 3] 4

Art. 2. [5 The information to be provided to the supervisor in application of Article 101, § 3 is the following:] 5

a) the amount of own funds, divided as follows: i) Tier 1 core capital, ii) Additional Tier 1 capital, iii) Tier 2 capital; b) the amount of interim profit and profit at the end of the financial year; c) the MDA, calculated according to the modalities of Article 1 of this Annex; d) the distributions that the credit institution intends to make, split according to the following categories: i) dividend distribution; ii) share buyback; iii) payments related to Additional Tier 1 capital; iv) payment of variable remuneration or distributions under discretionary pension, distinguishing between those resulting from the assumption of a new payment obligation and those resulting from a payment obligation assumed at a time when the credit institution met the overall Tier 1 core capital buffer requirement.

[6 Section II/1. - Information to be provided to the supervisor in application of Article 102/4, § 3] 6

[7 Art. 2/1. The information to be provided to the supervisor in application of Article 102/4, § 3 is the information mentioned in Article 2 of this Annex, with the exception of point a), iii), as well as the H-MDA, calculated according to the modalities of Article 1/1 of this Annex.] 7

Section III. [8

• Elements included in distributions relating to one of the capital components] 8

Art. 3. [9 For the purposes of Section V of Chapter V of Title II of Book II, distributions relating to one of the capital components include:] 9

a) the distribution of cash dividends; b) the allocation or payment of variable remuneration in the form of shares or other instruments mentioned in Article 26(1)(a) of Regulation No. 573/2013, which are fully or partially paid up; c) the repayment or buyback by an institution of its own shares or other instruments mentioned in Article 26(1)(a) of Regulation No. 573/2013; d) the repayment of amounts paid by holders of instruments mentioned in Article 26(1)(a) of Regulation No. 573/2013; e) the distribution of elements as referred to in points b) to e) of Article 26(1) of Regulation No. 573/2013.

Section IV. - Content of the capital conservation plan

Art. 4. The capital conservation plan contains: a) an estimate of income and expenditure and a balance sheet forecast; b) measures aimed at increasing the own-funds ratios of the institution; c) a plan and schedule for increasing own funds, to meet the overall Tier 1 core capital buffer requirement [10 and/or, in the case of an SFI, the leverage ratio buffer requirement] 10 ; d) any other information that the supervisor deems necessary to carry out the assessment determined by Article 105.

---

(1)<W 2021-07-11/08, art. 292, 027; Entry into force: 23-07-2021> (2)<W 2021-07-11/08, art. 293, 027; Entry into force: 23-07-2021> (3)<W 2021-07-11/08, art. 294, 027; Entry into force: 23-07-2021> (4)<W 2021-07-11/08, art. 295, 027; Entry into force: 23-07-2021> (5)<W 2021-07-11/08, art. 296, 027; Entry into force: 23-07-2021> (6)<W 2021-07-11/08, art. 297, 027; Entry into force: 23-07-2021> (7)<W 2021-07-11/08, art. 298, 027; Entry into force: 23-07-2021> (8)<W 2021-07-11/08, art. 299, 027; Entry into force: 23-07-2021> (9)<W 2021-07-11/08, art. 300, 027; Entry into force: 23-07-2021> (10)<W 2021-07-11/08, art. 301, 027; Entry into force: 23-07-2021>

Art. N6. Annex 6. - SOLVENCY AT THE LEVEL OF A FINANCIAL CONGLOMERATE

Article 1. Regulated undertakings must, at the level of the financial conglomerate, possess own funds that are always at least equal to the solvency requirements calculated at group level. The own funds and the solvency requirements are calculated using one of the methods determined in Article 2 of this Annex, applying the principles determined in Article 3 of this Annex.

The supervisor as coordinator determines the method to be applied. It may allow a combination of these methods. It consults beforehand with the other relevant competent authorities and with the financial conglomerate concerned regarding the method to be applied.

Art. 2. Calculation methods:

§ 1. Method 1: method based on consolidated accounts

The own funds and solvency requirements at group level are calculated based on the consolidated position of the group, using the consolidated annual accounts or interim consolidated accounts. The consolidated position of the group is the position of the consolidated entity forming a consolidating undertaking with the other undertakings included in the consolidation. Without prejudice to the provisions of Article 3, § 1 of this Annex, the consolidated position is determined by applying the sectoral regulations on sectoral group supervision mutatis mutandis.

The components of own funds at group level are those recognized as own-fund components in the relevant sectoral regulations of the undertakings included in the consolidated position.

The solvency requirement at group level is equal to the sum of the solvency requirements regarding each distinct financial sector represented in the group. The solvency requirements regarding each distinct financial sector are calculated according to the relevant sectoral regulations. For non-regulated undertakings in the financial sector which were not included in the above-mentioned calculations of sectoral solvency requirements, a theoretical solvency requirement is calculated.

§ 2. Method 2: method based on aggregation and deduction

The own funds and solvency requirements are calculated using the annual accounts or interim accounts of each of the undertakings in the group.

The own funds at group level are equal to the sum of the own funds of each regulated and non-regulated undertaking belonging to the financial sector in the financial conglomerate. The components of group own funds are those recognized as own-fund components in the relevant sectoral regulations of the respective undertakings.

The solvency requirement at group level is equal to the sum of, on the one hand, the solvency requirements for each regulated and non-regulated undertaking belonging to the financial sector in the financial conglomerate - calculated according to the relevant sectoral regulations -, and on the other hand, the book value of all participations in undertakings of the group. For non-regulated undertakings belonging to the financial sector, which were not included in the above-mentioned calculations of sectoral solvency requirements, a theoretical solvency requirement is calculated.

Without prejudice to the provisions of Article 3 § 2 of this Annex regarding equity shortfalls in subsidiaries, the application of this method takes into account the proportional share that the parent undertaking or the undertaking with a participation holds in another undertaking of the financial conglomerate. By proportional share is meant the part of the issued capital held directly or indirectly by that undertaking.

Art. 3. Principles common to the two methods

§ 1. The solvency requirements for undertakings belonging to the banking and investment services sector refer to the solvency requirements in accordance with

• Part Three, Title I, Chapter 1 of Regulation No. 575/2013;
• Articles 94, 96, 98, 149 and 150 of this Act;
• Articles 458 and 459 of Regulation No. 575/2013; and
• where applicable, the regulations established in application of Article 12bis, § 2 of the Act of 22 February 1998, implementing the previous points.

The solvency requirements for undertakings belonging to the insurance sector refer to the solvency margin imposed by [1 Articles 151 and 358 of the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings.] 1

§ 2. Equity shortfalls in subsidiaries (in the case of non-regulated undertakings, the theoretical shortfall is calculated based on the theoretical solvency requirement) are taken into account for the total amount.

In derogation from this, the supervisor as coordinator may allow the proportional share of the shortfall to be taken into account, if it is clearly demonstrated to it that the responsibility of the parent undertaking in the group is proportionally limited to the part of the capital it holds in that undertaking, based on the responsibility borne by the other shareholders in relation to their contribution to the capital and their sufficient solvency.

If there are no capital links between the undertakings in a financial conglomerate, the supervisor determines, after consultation with the other relevant competent authorities, the proportional share to be taken into account for the calculation of the group's own funds. The supervisor takes into account the responsibility and risk to which the existing relationships between those undertakings give rise.

§ 3. In the calculation of own funds at the level of a financial conglomerate, any artificial formation of own funds within a financial conglomerate, such as the more-than-once counting of the same own-fund components ('multiple gearing') and the inappropriate transformation of the nature of working assets, shall be eliminated. To that end, the relevant principles of the sectoral regulations shall be applied by analogy.

§ 4. The solvency requirements of undertakings belonging to a certain financial sector in a financial conglomerate must be covered by own-fund components as defined in the relevant sectoral regulations. Additional solvency requirements at the level of the financial conglomerate must be covered by own-fund components recognized in each of the sectoral regulations ('cross-sectoral own funds').

If the sectoral regulations subject the taking into account of own-fund instruments to restrictions, these restrictions apply mutatis mutandis in the calculation of own funds at the level of the financial conglomerate.

In taking into account own-fund components at the level of the financial conglomerate, the supervisor takes into account any limitations in their availability and transferability between the different undertakings in the group, in light of the purposes of supplementary conglomerate supervision in general and solvency rules in particular.

The theoretical solvency requirement for a non-regulated undertaking from the financial sector is the solvency requirement that such an undertaking would have to meet under the relevant sectoral regulations if it were a regulated undertaking of that specific financial sector. The solvency requirement of a mixed financial holding company is calculated in accordance with the sectoral regulations of the main financial sector in the group.

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(1)<W 2016-03-13/07, art. 748, 006; Entry into force: 23-03-2016; see also art. 756 >

Parliamentary proceedings

Chamber of Representatives (www.dekamer.be) Documents: 53-3406 Full report: 3 April 2014. Senate (www.senate.be) Document: 5-2851 Proceedings of the Senate: 24 April 2014 Document: 5-2841 Draft not cited by the Senate: 10 April 2014.

Signature

We proclaim this law, order that it be sealed with the State Seal and published in the Belgian State Gazette. Given at Brussels, 25 April 2014. FILIP By the King: The Minister of Finance, K. GEENS The Minister of Justice, Mrs. A. TURTELBOOM Sealed with the State Seal: The Minister of Justice, Mrs. A. TURTELBOOM

Preamble

FILIP, King of the Belgians, To all who are present and hereafter, Our Greeting. The Chambers have adopted and We ratify the following:

Amendment(s)

MODIFICATION

Act of 22-07-2026 published on 07-08-2026

Amended articles: 1; 3; 8; 10; 14; 14/1; 18; 19; 20; 21; 24; 25; 26; 26/1; 26/2; 27; 29; 31; 35; 36; 37; 37/1; 38; 39; 47; 49; 54; 57; 57/1; 59/2; 59/3; 60; 61; 62; 67; 75; 76/1; 76/2; 76/3; 76/4; 76/5; 76/6; 76/7; 76/8; 76/9; 76/10; 76/11; 76/12; 76/13; 76/14; 76/15; 76/16; 77; 78; 86; 88/1; 94; 105; 134; 134/1; 135; 136/2; 136/3; 142; 143; 145; 147; 148; 149; 150/2; 150/3/1; 150/5; 160; 164; 169; 171/2; 178; 178/1; 182/1; 182/2; 182/3; 182/4; 193; 209; 210; 212 Amended articles: 212/1; 212/2; 212/4; 212/4/1; 212/8; 212/9; 218; 222; 223; 234; 236; 236/1; 236/2; 236/3; 238; 239; 295/2; 326; 333; 334; 334/1; 334/2; 334/3; 334/4; 334/5; 334/6; 334/7; 334/8; 334/9; 335; 336; 336/1; 336/2; 336/3; 336/4; 336/5; 336/6; 336/7; 337; 337/1; 338; 338/1; 339; 339/1; 339/2; 339/3; 339/4: 339/5; 340; 340/1; 345; 346; 347; 347/1; 348; 351; 368; 378; 438/12; N1; N2; N4; N5

Act of 11-12-2025 published on 24-12-2025

Amended articles: 3; 4

Act of 23-09-2025 published on 06-10-2025

Amended articles: 242; 267/5/1; 267/5/4; 267/5/6; 267/5/7

Act of 25-03-2025 published on 28-04-2025

Amended articles: 3; 21; 136/1; 142; 212; 225; 234; 316; 345; 346; 347; N1

Act of 20-12-2024 published on 14-01-2025

Amended article: 106/1

Act of 20-12-2023 published on 15-01-2024

Amended articles: 3; 19; 26/1; 40; 60; 74/1; 169; 212; 236; 267/5/2; 460

Act of 20-07-2022 published on 26-09-2022

Amended articles: HEADING; 3; 4; 5; 10; 14/1; 17; 20; 21; 27; 28; 29; 31; 36; 37; 39; 41; 42/1; 47; 53; 55; 56; 57; 58; 59; 59/1; 62; 64; 65; 65/1; 65/2; 67; 68; 75; 75/2; 78; 86; 106; 113; 115; 144; 156; 158; 183/1; 209; 210; 220; 221; 222; 224; 225; 234; 235; 236; 236/1; 326; 333; 334; 335; 345; 346; 347; N1; N2. N3 Amended article: 486-622

Act of 05-07-2022 published on 19-07-2022

Amended article: 150/1

Act of 28-04-2022 published on 01-07-2022

Amended articles: 78; 274; 373

Act of 23-02-2022 published on 04-04-2022

Amended articles: 3; 65/2; 529/1

Act of 26-11-2021 published on 07-12-2021

Amended articles: 1; 3; 6; 79; 80; 81; 82; 83; NL84; 84/1; 99; 236; 237; 346; 347; 348; N2; N3

Act of 11-07-2021 published on 23-07-2021

Amended Articles:

HEADINGS; 1; 3; 12; 14; 14/1; 44; 59; 65; 65/1; 72; 72/1; 73; 74/1; 74/3; 76; 79; 117; 126; 233; 238; 239; 312; 313; 326; 336; 379/2; 384/4; 384/5; 533; N1 Entry into force to be determined.

Act of 11-07-2021 published on 23-07-2021

Amended Articles: 8; 19; 21; 31; 33; 47; 49; 59; 67; 72; 77; 87; 95; 96; 96/1; 97; 98/1; 100; 102/1; 102/2; 102/3; 102/4; 102/5; 103; 104; 113; 138; 142; 142/1; 142/2; 143; 146; 147; 149; 150; 150/1; 150/2; 150/3; 150/4; 150/5; 150/6; 151; 152; 154; 164; 165; 166; 167; 168; 168/1; 169; 170; 171; 171/1; 172; 174; 175; 177; 178; 179; 180; 181, 181/1, 182, 183/1; NL184; 196; 202; 203; 204; 205; 206; 207; 208; 209; 210; 212; 212/1; 212/2; 212/3; 212/4; 212/5; 212/6

Amended Articles: 212/7; 212/8; 212/9; 212/10; 212/11; 213; 214; 215; 216; 217; 217/1; 218; 218/1; 218/2; 219; 225; 226; 228; 229; 230/1; 230/2; 230/3; 230/4; 231/1; 232; 232/1; 234; 236; 242; 244; 244/1; 244/2; 245; 246; 248; 250; 251; 252; 253; 254; 255; 259; 267/1; 267/2; 267/3; 267/4; 267/5; 267/5/1; 267/5/2; 267/5/3; 267/5/4; 267/5/5; 267/5/6; 267/5/7; 267/8; 267/5/9; 267/6; 267/7; 267/8; 267/14; 267/15; 268; 269; 26/1; 270; 276; 277; 280; 280/1; 281/2; 287

Amended Articles: 291/1; 295; 296-304; 306; 307; 333; 334; 335; 338/1; 340; 347; 383; 289/1; 418; 439; 440; 440; 441; 442; 445; 446; 448; 449; 449/1; 450; 450/1; 450/2; 451; 454; 457; 458; 459; 460; 461; 462; 468; 470; 576; 576/1; 609; N1; N2; N4; N5

Act of 27-06-2021 published on 09-07-2021

Amended Articles: 1; 3; 16; 17; 20; 23; 24; 24bis; 25; 27; 28; 32; 51; 53; 53/1; 61; 62; 62/1; 72; 72/1; 205; 206; 210; 220; 225; 75/1; 77; 92; 131; 134; 212; 224; 225/1; 236; 237; 239; 295/1; 312; 333; 368; 499; 503; 504; 506; 517; 524; N2; N3

Act of 02-06-2021 published on 18-06-2021

Amended Articles: 21; 225; 236; 329; 348

Act of 20-07-2020 published on 24-07-2020

Amended Articles: 346; 347; 348

Act of 28-04-2020 published on 06-05-2020

Amended Articles: 75/1; 75/2; 538/1

Amended Articles: 24; 212; 503

Act of 27-03-2020 published on 31-03-2020

Amended Articles: 346; 347; 348

Act of 02-05-2019 published on 21-05-2019

Amended Articles: 3; 4; 20; 59; 72; 72/1; 73; 78; 103; 108; 134; 231; 234; 238; 242; 260; 273; 274; 275; 291; 292; 295/1; 312; 312; 313; 345; 346; 347; 359; 361; 362; 363; 364; 366; 373; 374; 377; 378; 379; 379/1; 468; 471; 472; 587; 609; 615; N1

Act of 22-04-2019 published on 02-05-2019

Amended Articles: 40/1; 311/1; 311/2; 311/3; 311/4; 311/5; 311/6; 311/7; 311/8; 331/9-311/12; 311/13; 311/14; 311/15; 311/16; 311/17; 311/18

Act of 23-03-2019 published on 04-04-2019

Amended Articles: 24; 24bis

Act of 30-07-2018 published on 10-08-2018

Amended Articles: 3; 20; 236; 312; 313; 345; 346; 346/1; 347; 352; 590; 609 Amended Article: 389/1

Act of 11-07-2018 published on 20-07-2018

Amended Articles: 5; 20

Act of 15-04-2018 published on 27-04-2018

Amended Articles: 51; 54; 223; 236; 242; 396

Act of 11-03-2018 published on 26-03-2018

Amended Articles: 4; 222; 113; 229; 242; 273/1; 279; 283; 429; 443; 480

Act of 05-12-2017 published on 18-12-2017

Amended Articles: 3; 23; 36; 40; 60; 72; 236; 345; 346; 347; 609

Amended Articles: 3; 228; 229; 275; 276; 292; 346/1; 347; 377/1; 435; 436; 440; 460; 465/1; 480; 495

Amended Article: 381

Act of 21-11-2017 published on 07-12-2017

Amended Articles: 1; 3; 11; 12; 15; 21; 23; 41; 42; 42/1; 42/2; 56; 59; 64; 65/2; 65/3; 67; 134; 136/2; 138; 225; 234; 236; 312; 315; 319; 329; 333; 335; 337; 345; 346; 347; 497; 510/1; 510/2; 529/1; 533; 552; 559; 594; 603; 604; 615

Act of 18-09-2017 published on 06-10-2017

Amended Article: 20

Act of 31-07-2017 published on 11-08-2017

Amended Articles: 78; 237; 337/1; 389/1; 435; 598; 598/1; 606

Act of 31-07-2017 published on 11-08-2017

Amended Article: 20

Act of 07-12-2016 published on 13-12-2016

Amended Articles: 3; 27; 28; 33; 225/1

Act of 25-10-2016 published on 21-11-2016

Amended Articles: HEADINGS; 1; 3; 4; 5; 20; 33; 44; 47; 55; 62; 65; 65/1; 72; 86; 88/1; 89; 90; 120; 121; 126; 135; 136; 136/1; 140; 141; 148; 164; 166; 167; 168; 171; 174; 178; 179; 180; 181; 182; 185; 210; 212; 225; 234; 236; 281/1; 281/2; 312; 313; 329; 333; 336; 337; 345; 346; 347; 348; 380; 381; 384/2-384/6; 418; 419/3; 423; 424; 426; 470; 480; 483; 484; 486-622

Act of 27-06-2016 published on 06-07-2016

Amended Articles: 3; 111,112,226,227,230,231,232,234,243; 244; 248; 255; 257; 260; 265; 267/2; 267/6; 269; 272; 280; 284; 292; 293; 294; 295; 438/1-438/12; 438/13-438/17; 440; 448

Act of 22-04-2016 published on 12-05-2016

Amended Articles: 3; 380; 381; 381/1; 382; 383; 384; 419; 419/1; 419/2

Act of 13-03-2016 published on 23-03-2016

Amended Articles: 2; 3; 9; 20; 72; 164; 170; 171; 183/1; NL194; 196; 210; 213; 217; 219; N6

Royal Decree of 26-12-2015 published on 31-12-2015

Amended Articles: 3; 108; 226; 423-485

Royal Decree of 18-12-2015 published on 29-12-2015

Amended Articles: 242; 246; 248; 255; 267/1; 267/2; 267/3; 267/4; 267/5; 267/6; 267/7; 267/8; 267/9; 267/10; 267/11; 267/12; 267/13; 267/14; 267/15; 275; 276; 282; 384/1

Act of 18-12-2015 published on 29-12-2015

Amended Articles: 3; N4; 24; 25; 26; 46; 52; 54; 56; 59; 62; 72; 90; 95; 96; 112; 113; 212; 225/1; 229; 237; 280; 286; 287; 295; 333; 335; 338; 379/1; 412; 413; N4; 420/1; 420/2; N2; N4; 255; 354/1

Act of 25-04-2014 published on 07-05-2014

Amended Articles: 157; 158; 161; 325; 315; 329 Entry into force to be determined.

Act of 25-04-2014 published on 07-05-2014

Amended Articles: 11; 12; 47; 48; 49; 53; 54; 233; 236; 239; 367 ENTRY INTO FORCE BY

Act of 21-11-2017 published on 07-12-2017

Amended Article: 333

Links

https://www.ejustice.just.fgov.be/eli/wet/2014/04/25/2014003194/justel

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PDF consolidated version

External links

Council of State

The Chamber of Representatives

The Belgian Senate