Decision No. 005/2025-CSBF on the Withdrawal of Approval for VOLA MAHASOA S.A

[Logo: BANKY FOIBEN'I MADAGASIKARA]

BANKY FOIBEN'I MADAGASIKARA COMMISSION DE SUPERVISION BANCAIRE ET FINANCIÈRE

DECISION NO. 005/2025-CSBF ON THE WITHDRAWAL OF APPROVAL FOR THE COMPANY « VOLA MAHASOA S.A. »

The Commission for Banking and Financial Supervision (CSBF), Having regard to Law No. 2003-036 of January 30, 2004 on commercial companies; Having regard to Law No. 2016-004 of July 29, 2016, amended by Law No. 2016-057 of February 2, 2017, establishing the Statutes of the Central Bank of Madagascar; Having regard to Law No. 2017-026 of February 8, 2018 on Microfinance; Having regard to Law No. 2020-011 of September 1, 2020 on Banking Law; Having regard to Decree No. 2023-011 of January 4, 2023 on the appointment of the Governor of Banky Foiben'i Madagasikara; Having regard to the Internal Regulations of the Commission for Banking and Financial Supervision, as adopted in the session of October 23, 2023 and updated following the rotating consultation of December 12, 2023, in accordance with Article 84 of the Banking Law; Having regard to Instruction No. 003/2019-CSBF of September 6, 2019 on prudential ratios and management indicators for microfinance institutions; Having regard to Decision No. 00004/2008-CSBF of November 3, 2008 granting approval to the company « VOLA MAHASOA S.A. » as a non-mutual Level 2 microfinance institution; Having regard to Decision No. 018/2020-CSBF of December 11, 2020 classifying the company « VOLA MAHASOA S.A. » as a deposit and credit microfinance institution; Considering the persistent financial difficulties of the company « VOLA MAHASOA S.A. » since 2020, which led to an injunction by the CSBF dated October 10, 2023, requiring immediate recapitalization and the regularization of accounting anomalies by December 29, 2023 at the latest; Considering that this injunction remained unheeded, as the company carried out neither the reconstruction of its share capital nor the regularization of accounting anomalies necessary to prepare financial statements in compliance with current standards and obtain an unqualified audit certification; Considering the written declaration of the General Manager of VOLA MAHASOA S.A., dated December 9, 2024, stating an imminent situation of insolvency;

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P.O. Box 550 Antananarivo (101) - Madagascar - Tel (261) 20 22 642 26 / 20 22 627 81 - Fax (261) 20 22 279 14 E-mail: sec.sg.csbf@bfm.mg - Website: www.banky-foibe.mg

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Considering the findings established by inspection missions conducted at the end of 2023 and in 2025, highlighting a clear situation of insolvency, an accumulation of unpaid debts, the cessation of operational activities, and the closure of business premises; Considering that the company has not granted any new loans since October 2023, that funds from loan repayments have been used to cover operating expenses, and that no credible corrective measures have been implemented; Considering that the conditions set forth in Article 35 of the aforementioned Microfinance Law No. 2017-026 are met, with losses exceeding half of equity without recapitalization within the stipulated time limit, authorizing the CSBF to order the early dissolution of the institution; Considering also the provisions of Articles 33 and 202 of Law No. 2020-011 on Banking Law, empowering the CSBF to withdraw the approval of a credit institution when it faces difficulties and its dissolution does not generate systemic risk, and providing for its entry into liquidation from the date of dissolution;

FOR THESE REASONS

1. Decides to automatically dissolve the company VOLA MAHASOA S.A. in accordance with the aforementioned legal and regulatory provisions.
2. Decides to withdraw the approval of the company VOLA MAHASOA S.A. as a deposit and credit microfinance institution, granted by Decision No. 018/2020-CSBF of December 11, 2020.
3. Orders the liquidation of the assets and liabilities of VOLA MAHASOA S.A. by a liquidator appointed by the President of the Commercial Court upon petition and proposal from the President of the CSBF, in accordance with Articles 201 et seq. of the Banking Law.
4. Prohibits the company VOLA MAHASOA S.A., in order to avoid any disputes and risks of abuse to the detriment of depositors:
   • from granting new loans,
   • from carrying out loan restructuring and write-offs,
   • from collecting new deposits,
   • any fund movements debited from its accounts held with local credit institutions without prior approval by the CSBF General Secretariat, pending the liquidator's assumption of duties,
   • from incurring expenses related solely to routine operating costs,
   • and, generally, from undertaking any operation likely to worsen the financial situation of the institution.
5. States that the company VOLA MAHASOA S.A. remains subject to CSBF supervision throughout the liquidation period. To this end, the liquidator is required to provide any information or justification necessary for the exercise of its supervisory mission.
6. States that the registration of VOLA MAHASOA S.A. on the list of credit institutions shall be cancelled upon the closure of liquidation.

This decision takes effect from the date of its notification to the concerned institution.

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P.O. Box 550 Antananarivo (101) - Madagascar - Tel (261) 20 22 642 26 / 20 22 627 81 - Fax (261) 20 22 279 14 E-mail: sec.sg.csbf@bfm.mg - Website: www.banky-foibe.mg

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Thus adopted unanimously by the members, comprising seven (7) votes, during the rotating consultation of May 30, 2025, which followed the April 3, 2025 meeting of the Commission for Banking and Financial Supervision where the situation of VOLA MAHASOA was examined.

Done in Antananarivo, on JUNE 23, 2025 The President of the Commission for Banking and Financial Supervision,

[Signature] Aivo H. ANDRIANARIVELO GOVERNOR

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