Notice No. 11/2022: Requirements and Procedures for the Authorization of Non-Bank Financial Institutions

PUBLISHED IN THE OFFICIAL GAZETTE, FIRST SERIES, NO. 66, OF APRIL 14, 2022

NOTICE NO. 11/2022 SUBJECT: FINANCIAL SYSTEM

• Requirements and Procedures for the Authorization of the Establishment of Non-Bank Financial Institutions

Given the need to adapt the instruction process for authorization requests for the establishment and operation of Non-Bank Financial Institutions, as well as to harmonize the current regulations in the Angolan Financial System with international standards;

Pursuant to the provisions of Article 36 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, Articles 6 and 11 of Law No. 40/20 of December 16, Angolan Payment System Law, combined with items a) and f) of paragraph 1 of Article 31 and paragraph 1 of Article 98 of Law No. 24/21 of October 18, National Bank of Angola Law.

I DETERMINE:

CHAPTER I GENERAL PROVISIONS

Article 1. (Object) This Notice establishes the requirements and procedures for the authorization of the establishment of Non-Bank Financial Institutions related to currency and credit, under the supervision of the National Bank of Angola, as provided for in paragraph 3 of Article 7 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, namely: a) Exchange Houses; b) Electronic Money Institutions; c) Financial Assignment Companies; d) Credit Guarantee Companies; e) Financial Leasing Companies; f) Intermediary Companies for the Monetary or Exchange Markets; g) Operating Companies for Payment Systems, Clearing, or Clearing Houses, in accordance with the Angolan Payment System Law; and, h) Payment Service Providers.

Article 2. (Scope)

1. This Notice applies to Non-Bank Financial Institutions under the supervision of the National Bank of Angola, as provided for in Law No. 14/21 of May 19, General Regime of Financial Institutions Law.
2. The provisions of the preceding paragraph do not apply to Microfinance Non-Bank Financial Institutions, Credit Cooperative Companies, Microcredit Companies, and Savings and Loan Companies.

Article 3. (Authorization of Establishment)

1. The establishment of Non-Bank Financial Institutions with headquarters in Angola depends on authorization to be granted by the National Bank of Angola.
2. The request for authorization for the establishment of Non-Bank Financial Institutions must be submitted with the information and documentation contained in Annexes I, II-A, II-B, III, and IV of this Notice, adapted to the nature, size, and complexity of the intended business.

CHAPTER II Requirements for the Establishment of a Non-Bank Financial Institution

Article 4. (General Requirements) For the purposes of establishing Non-Bank Financial Institutions with headquarters in Angola, the following requirements must be met: a) Have as its exclusive object the exercise of the legally permitted activity, as provided for in paragraph 2 of Article 12 of Law No. 14/21 of May 19; b) Adopt the legally permitted corporate form; c) Have share capital not lower than the regulatory minimum; d) Identify the partners or shareholders and the ultimate beneficial owners; e) Demonstrate the economic and financial capacity of the partners or shareholders; f) Present solid devices in terms of corporate governance of the company, including a clear organizational structure with well-defined, transparent, and coherent lines of responsibility; g) Organize effective processes for the identification, management, control, and communication of risks to which it is or may be exposed; h) Have adequate internal control mechanisms, including solid administrative and accounting procedures; i) Have remuneration policies and practices that promote and are consistent with sound and prudent risk management; j) Have in the management and supervisory bodies members whose integrity, professional qualification, independence, and availability demonstrate, both individually and at the level of the bodies as a whole, guarantees of sound and prudent management of the Financial Institution; and k) The ultimate beneficial owners of qualified participations must be reputable and competent.

Article 5. (Share Capital)

1. Non-Bank Financial Institutions must be established with the regulatory minimum share capital in force at the date of their approval, as defined in specific regulation.
2. Without prejudice to the provisions of the preceding paragraph, for the Institutions provided for in item h) of Article 1 of this Notice, the business plan must specify the volume of transactions to be carried out, with a view to determining the share capital, qualified as follows: a) Principal – when the total value of transactions, forecast for the first 12 months, exceeds Kz 5,000,000,000 (five billion Kwanzas); b) Standard Class 1 – when the total value of transactions, forecast for the first 12 months, does not exceed Kz 5,000,000,000 (five billion Kwanzas); and c) Standard Class 2 – when the total value of transactions, forecast for the first 12 months, does not exceed Kz 2,000,000,000 (two billion Kwanzas).

Article 6. (Alteration of the Activity Category)

1. Payment Service Providers provided for in items b) and c) of paragraph 2 of the previous article must request the alteration of the category whenever: a) They add or exclude any payment service that justifies it; and, b) They exceed the transaction volume indicated for the respective category.
2. The alteration of the category type and the start of activity are subject to prior approval by the National Bank of Angola.

CHAPTER III Instruction of the Authorization Request for the Establishment of a Non-Bank Financial Institution

Article 7. (Instruction of the Request)

1. The request for authorization for the establishment and operation of a Non-Bank Financial Institution must be processed via a petition addressed to the Governor of the National Bank of Angola, according to Annex I of this Notice, accompanied by all documents and information useful for its assessment.
2. The information to be provided according to the Annex referred to in the preceding paragraph covers the following aspects: a) The company to be established must present complete information, including the business plan, corporate governance model, and operating model; b) The partners or shareholders must present identification and other relevant information; and, c) The corporate bodies and directors with relevant management functions must present identification and other relevant information, including regarding their integrity, availability, and professional experience.
3. Without prejudice to the provisions of the preceding paragraphs, the instruction of the authorization request for the establishment of payment service companies and payment system operating companies must also comply with the provisions of Article 12 of Law No. 40/20 of December 16, Angolan Payment System Law.
4. The applicant must designate, by power of attorney, a representative before the National Bank of Angola and indicate their domicile in Angola, for the purposes of notification or correspondence.
5. The National Bank of Angola may dispense with the delivery of the elements referred to in this article that it already possesses or has knowledge of.
6. If the request is deficiently instructed, the National Bank of Angola, before refusing the authorization, formally notifies the applicants through its technical manager, so that within the established period, the deficiencies are remedied.
7. The provision of information outside the time limit stipulated by the National Bank of Angola may result in the refusal of authorization for the establishment of a Non-Bank Financial Institution.
8. Exceptionally, upon reasoned request, the National Bank of Angola may decide to extend the time limit stipulated in the aforementioned notification.
9. The National Bank of Angola may request from the applicants any complementary information or procedures, carry out investigations it deems necessary or useful for the decision on the request, and summon for interview the proposed founding shareholders, members of the corporate bodies, directors, or managers of the Institution.

CHAPTER IV FINAL PROVISIONS

Article 8. (Documents)

1. Any official documents required under this Notice must have been issued less than 3 (three) months ago.
2. Regarding foreign or non-resident individuals or legal entities, the demonstration of the truthfulness of the information provided must be proven by any document, means, or diligence considered valid, reputable, and sufficient, namely, through an equivalent document issued by a competent entity of the country of origin.
3. All documents intended to instruct the authorization request drafted in a foreign language must be translated into Portuguese and duly certified.

Article 9. (Revocation) Notice No. 07/2018 of November 29 is revoked, as well as all regulation that contradicts the provisions of this Notice.

Article 10. (Entry into Force) This Notice enters into force on the date of its publication.

PUBLISH. Luanda, March 29, 2022.

THE GOVERNOR JOSÉ DE LIMA MASSANO

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ANNEX I Request for Authorization for the Establishment of a Non-Bank Financial Institution

► In order to verify compliance with the legal requirements established in Article 103 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, and Article 12 of Law No. 40/20 of December 16, Payment System Law, and in accordance with Article 7 of Notice No. 11/2022 of March 29, 2022, on Requirements and Procedures for the Authorization of the Establishment of Non-Bank Financial Institutions, the applicant(s) intending to establish a Non-Bank Financial Institution must deliver the following information and documentation: ► General information on the Financial Institution to be established (Section I); ► Authorization request for the establishment of a Financial Institution by the applicant(s) duly signed by all founding shareholders or by the legal representative of the Financial Institution in the case of opening a branch or representation office (Section II); ► Identification of the technical manager responsible for conducting the authorization establishment process (Section III).

The applicant must only fill in the fields applicable to the type of Financial Institution they intend to establish:

1.1 Financial Institution intending to exercise activity in Angola a Type of Financial Institution to be established i) Financial Institution established in Angola ii) Branch in Angola of a Foreign Financial Institution iii) Representation Office in Angola of a Foreign Financial Institution b If option a ii) or a iii) was selected, indicate the corporate name of the Financial Institution with headquarters abroad c If option a ii) or a iii) was selected, indicate the main and effective seat of administration of the Financial Institution d If option a ii) or a iii) was selected, indicate the name of the supervisory authority of the Financial Institution e Address planned in Angola

1.2 Authorized Financial Institution intending to exercise activity abroad a Type of Financial Institution to be established i) Subsidiary abroad ii) Branch abroad iii) Representation Office abroad b Corporate name or designation of the applicant c Registration number of the applicant d Country where it intends to establish the Financial Institution e Name of the supervisory authority of the Country where it intends to establish

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Section II – Request

Excellency, Governor of the National Bank of Angola

Pursuant to the provisions of Articles 95, 100, 102, 112, and 115 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, and Article 12 of Law No. 40/20 of December 16, Payment System Law, the undersigned, in the capacity of [fill in if proposed founding shareholder(s) or legal representative(s)] of the non-bank financial institution [fill in with corporate name], with headquarters at [fill in with headquarters address], hereby request the National Bank of Angola to approve the project of [fill in if establishment or creation] of [fill in if financial institution, subsidiary, branch, or representation office] in [fill in country where it intends to establish].

The undersigned declare, under oath of honor, that the information provided corresponds to the truth, having omitted no facts that may be relevant for the assessment of their project.

They further declare that they are aware that failure to comply with duties of information, communication, or clarification towards the National Bank of Angola may lead to the refusal of the authorization request for establishment, as well as that the provision of false declarations constitutes a legally punishable offense under Law No. 14/21 of May 19, General Regime of Financial Institutions Law, and Law No. 40/20 of December 16, Payment System Law, without prejudice to applicable criminal sanctions.

Finally, they commit to communicating to the National Bank of Angola immediately upon verification, all facts capable of modifying any of the information provided above.

Finally, the undersigned, in the capacity of [fill in if proposed founding shareholder(s) or legal representative(s)] of the Financial Institution, authorize the National Bank of Angola to access information regarding them, contained in any public or private registration and information systems, for the purposes of analyzing this request.

In these terms, they request and expect approval,

Place and date: Signature(s) of the applicant(s): (Signature according to identification document) (Signature according to identification document) (Signature according to identification document) (Signature according to identification document) (Signature according to identification document) (Signature according to identification document)

(Note: The request must be signed by the proposed shareholder(s) or their legal representative(s), and a certified copy of the power of attorney granted to the representative(s) must be attached for the appropriate effects).

Attached to the authorization request for the establishment of a Non-Bank Financial Institution are the following documents below marked: 2.1 Draft Statutes 2.2 Feasibility Study 2.3 Proof of prior deposit 2.4 Document proving no objection to the establishment of the institution by the parent company supervisor 2.5 If applicable, copy of the usufruct contract regarding corporate participations 2.6 If applicable, proposal for shareholders' agreements 2.7 If applicable, certificate of admissibility for the purpose of the designation or corporate name of the Institution to be established 2.8 If applicable, copy of the statutes of the Foreign Financial Institution with headquarters duly authenticated 2.9 If applicable, certificate issued by the supervisory authority of the country of origin

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confirming that the operations of the subsidiary, branch, or representation office are included in the authorization of the Financial Institution and that there is no impediment to the opening of the Institution 2.10 If applicable, proof of a prior deposit corresponding to five percent of the minimum share capital, which may be replaced by a bank guarantee accepted by the National Bank of Angola with a minimum term of 6 months 2.11 If request for authorization for the establishment of a representation office, the applicant must identify the strategic objectives of the Financial Institution with a description of the main reasons motivating the operation, the strategic development plan, and identification of market opportunities justifying the operation

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Section III – Identification of the Technical Manager

Information on the technical manager, i.e., the contact person responsible for ensuring all communications with the National Bank of Angola within the framework of the instruction of the authorization request for the establishment of the Financial Institution. In cases where an entity is designated for this purpose, it must be mentioned notwithstanding the need to identify the individual person responsible within the same and their substitute.

3.1 Details of the Responsible Person a If applicable, entity designated to support in the authorization establishment process b Full name c Address d Telephone contact e Email address

3.2 Details of the Contact Person in case of Unavailability of the Technical Manager a Full name b Address c Telephone contact d Email address

Attach to the Annex the following documents: Copy of identification document Proof of address Duly authenticated power of attorney

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Section IV – Additional Information

In case of impossibility of presenting one of the documents mentioned in this Annex, the applicant(s) must indicate which document is missing, the reason, and the expected date of sending to the attention of the National Bank of Angola.

Document | Section Applicable | Reason for Impossibility of Presentation | Expected Date of Sending the Document

If the applicant considers it necessary to provide additional relevant documentation for the purposes of analyzing the information and/or documentation requested by the Annex, the applicant must indicate the name of the document, the section to which it is associated, and the reason for the relevance of the document.

Document | Section Applicable | Reason for Submission of the Document

This Annex must be filled out in Word format and sent to the Integrated Licensing System for Financial Institutions – SILIF or to the email of the Department of Regulation and Organization of the Financial System (dro@bna.ao).

Notwithstanding the provisions of the preceding paragraph, the authorization request for establishment will only be considered formally delivered after the receipt of this document, in duplicate, duly filled out in PORTUGUESE and signed by the applicant(s), at the following address:

National Bank of Angola Av. 4 de Fevereiro n.º 151, Luanda - Angola | P.O. Box 1243 Luanda (+244) 222 339 125 http://www.bna.ao/

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ANNEX II-A Shareholders - Natural Person

In order to verify compliance with the legal requirements established in Article 102 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, in accordance with Article 7 of Notice No. 11/2022 of March 29, on Requirements and Procedures for the Authorization of the Establishment of Non-Bank Financial Institutions, and in accordance with Articles 3 and 4 of Notice No. 10/2013 of July 09, on Acquisition or Increase of Qualified Participations in Financial Institutions, the natural person intending to participate in the capital of a non-bank financial institution supervised by the National Bank of Angola must deliver the following information and documentation: ► Identification of the representative (Section I); ► Identification of the shareholder (Section II); ► Professional and academic information (Section III); ► Information allowing to assess the integrity of the shareholder (Section IV); ► Capital subscribed by the shareholder (Section V, 5.1). ► Detailed financial information demonstrating economic and financial capacity, including origin and control of funds (Section V, 5.2 and 5.3); ► Information allowing to determine the existence of related parties (Section VI).

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Section I – Representative of the Natural Person Annex II – Shareholders

In the case where the shareholder has a representative, the responsible person must provide the following details: 1.1 Personal Information a Full name b Date of birth (dd/mm/yyyy) c Place of birth d Nationality

1.2 Identification Document a Document (Passport or Identity Card) b Identification number c Date of issue (dd/mm/yyyy) d Place of issue e Valid until: (dd/mm/yyyy)

1.3 Tax Identification a Tax identification number b Place of issue

1.4 Residence a Address b Locality c Postal code d Country

1.5 Contacts a Telephone contact

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b Fax c E-mail

Attach to the Annex the following documents: Copy of identification document Duly authenticated power of attorney

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Section II – Identification of the Natural Person Annex II – Shareholders

Personal information of the shareholder: 2.1 Personal Information a Full name b Date of birth (dd/mm/yyyy) c Place of birth d Nationality

2.2 Identification Document a Document (Passport or Identity Card) b Identification number c Date of issue (dd/mm/yyyy) d Place of issue e Valid until: (dd/mm/yyyy)

2.3 Tax Identification a Tax identification number b Place of issue

2.4 Residence a Address b Locality c Postal code d Country

2.5 Contacts a Telephone contact

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b Fax c E-mail

Attach to the Annex the following documents: Copy of identification document Copy of tax identification document Proof of address Identification document of the shareholder's spouse and ascendants and descendants of the 1st and 2nd degree

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Section III – Professional and Academic Information Annex II – Shareholders

3.1 Current professional situation a Function/position currently held b Institution c Sector of activity d Date of commencement of functions

3.2 Registration in the financial sector a Is registered with the financial sector supervisory authority i) Yes ii) No b If applicable, name of the supervisory authority

3.3 Professional experience in the last 5 years Institution | Sector of activity | Position held | Request for exercise of functions | Person to request reference | Contact person for reference

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3.4 Academic qualifications Training/Course | Institution | Year of completion

Attach to the Annex the following documents: Curriculum Vitae Diploma(s) of the training(s) obtained If applicable, last salary receipt

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