BRPD Circular No. 15: Significant Shareholders of a Bank-Company

Banking Regulation & Policy Department
Bangladesh Bank
Head Office
Dhaka
03 November 2014
BRPD Circular No.-15 Date:
19 Kartik, 1421

Managing Director/CEO
All scheduled banks registered in Bangladesh.
Dear Sir,
Significant Shareholder(s) of a Bank-Company.
As per section 14Kha of sub-section (1) of the Bank-Company Act, 1991 (Amended upto
2013) a person or institution or company, acting directly or indirectly, alone or in concert with
another person, holding more than five percent of the equity interest in a bank-company requires prior approval from the Bangladesh Bank. Banks are advised to abide by the following instructions in order to comply with the aforesaid provision of the Act:

1. The Form-1 attached herewith is to be used by the intending Significant Shareholder(s) to seek
   prior approval of Bangladesh Bank under section 14Kha of the Bank Company Act, 1991. All applicable parts of the Form must be completed. If there is insufficient space for answers, appropriately marked attachment(s) may be included.
2. For individuals, the Form containing the information and contact details of the intending
   Significant Shareholder must be completed and signed by that person; for institution or company a person duly authorized by it may fill out the Form. In such case, the Bank-company should maintain records of information furnished to it regarding such authorization.
3. Upon its completion by the intending Significant Shareholder, the Form together with
   continuation sheets for additional information, if any, should be sent to the concerned Bank￾company. The Bank-company will transcribe the information contained in the Form and their respective continuation sheets, if any, to Bangladesh Bank for approval.
4. A bank-company/institution providing custodial services does not require prior approval of
   Bangladesh Bank even if its collective shareholdings on behalf of customers exceeds five percent of the shares of a bank-company. However, if any single customer wants to hold more than five per cent shares of a bank-company, prior approval from Bangladesh Bank has to be obtained.
5. For significant shareholder(s) of a banking company existing immediately before the issuance
   of this circular, approval of Bangladesh Bank is not required. However, detailed information about such shareholders in Form-2 has to be submitted to this department within the next one month. This circular is issued with immediate effect. Yours faithfully, (Saiful Islam) Deputy General Manager Phone: 9530155

Form-1
Application for holding significant shares of a Bank-Company.
Through: ...................................................Bank Limited (Name of the bank-company)
I/We hereby apply to become significant shareholder(s) of ...........................................................
Bank Limited and I/we give below the information, particulars and circumstances as required under
section 14Kha(2) of the Bank Company Act, 1991:

1. Name and address of Significant
   Shareholder(s):
   (1)
   (2)

2. Details of Beneficiary Owners
   account(s) of Significant
   Shareholder(s) along with CDBL
   Depository Participant’s ID:
   (1)
   (2)

3. Date of proposed
   purchase/acquisition of shares:

4. (a) Number of shares to be
   purchased/ acquired:
   (b) Total face value of the shares to be purchased/acquired:
   (c) Amount of consideration to be paid for purchasing/acquiring the shares in:

5. Purchase/acquisition of shares through:
   (a) Via market transaction
   (b) Via direct purchase/placement
   (c) Others (please specify)

6. Quantum of total shares held by Significant Shareholder (for more than one shareholders,
   information has to be given separately):
   (a) Immediately before the proposed purchase/acquisition

• Number of shares
• As a percentage of total
  shares of the bank
  (b) Holdings including the proposed purchase/ acquisition
• Number of shares
• As a percentage of total
  shares of the bank
  (c) For individual significant shareholder(s), holdings of his/her family members (Spouse, Father-Mother, Son-Daughter, Brother-Sister and Dependants):
• Number of shares
• As a percentage of total
  shares of the bank

7. Statement of the applicant illustrating the purpose/justification for raising interest beyond 5 percent of
   the bank-company:

8. Additional Information/Remarks (if any):

9. Particulars of Individual submitting this form to the bank-company
   (a) Name, address, telephone number
   (b) Designation (if applicable):
   (c) Name of entity (if applicable):
   I/We hereby certify that above information is correct and no information has been concealed. I/we also understand that a person who intentionally misreports or conceals facts is liable for fines of up to taka 100,000 and to imprisonment for a term not exceeding 3 years under section 109(2) of the Bank Company Act , 1991. Date: Signature of Significant Shareholder(s)/Authorized Person (1) (2)

Form-2
Statement of Significant Shareholders
....................................... Bank Limited
Date t ....................
Serial Name Details of BO account along with
CDBL DPID
Numbers of
Shares held
As a percentage of total shares of the bank
Signature:
Designation: