Central Bank of Jordan Instructions on Ownership of Significant Shareholdings No. (8/2021)

CENTRAL BANK OF JORDAN Central Bank of Jordan

Ref: 10/2/1552 Date: 8 / 1 / 1443 AH Corresponding to: 17 / 8 / 2021 AD

Instructions on Ownership of "Significant Shareholding" No. (8/2021)

In light of the issuance of Law No. (7) of 2019 amending the Banking Law No. (28) of 2000 and its amendments, which included amendments to the provisions of Article No. (34) of the Banking Law, it has been decided to issue these Instructions. For the purpose of applying these Instructions, coordination will be carried out with Jordanian banks to provide us with the current groups owning significant shareholdings in their capital that fall under these Instructions for proper study.

Governor Dr. Ziad Friez

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CENTRAL BANK OF JORDAN Central Bank of Jordan

Instructions on Ownership of "Significant Shareholding" Issued in implementation of Article (34) of the Banking Law No. (28) of 2000 and its amendments, and pursuant to Article (99/b) of the same Law.

First: For the purposes of these Instructions: 1- The phrases "Significant Shareholding" and "Related Person", and the words "Control" and "Person" shall have the meaning assigned to each of them in the Banking Law No. (28) of 2000 and its amendments. 2- The term "Ultimate Beneficial Owner" refers to the natural person who owns or controls, directly or indirectly, shares in the capital of any Jordanian bank, regardless of the ownership percentage.

Second: Any person wishing - whether alone or as a group of related persons or persons related to each other up to the third degree - to acquire a significant shareholding or increase a significant shareholding in the capital of any Jordanian bank must apply to the Central Bank to obtain prior written approval for such acquisition. The applicant must be committed to filling out the attached form in accordance with these Instructions and providing all supporting documents and evidence for the information and data contained therein. Additionally, the applicant must attach the Ultimate Beneficial Owner declaration form attached to Circular No. (1/10/929) dated 2021/1/14.

Third: Approval from the Central Bank must be obtained in advance when making any change or transfer to the ownership structure of the owner of the significant shareholding in bank capital, if this change or transfer will result in a change to the Ultimate Beneficial Owner of the significant shareholding. Failure to do so will result in the approval granted by the Central Bank to the owner of the significant shareholding in the bank, whose ownership structure was changed or transferred, being considered void, and the provisions of Paragraph (d) of Article (34) of the Banking Law will be applied.

Fourth: In cases that result in a person owning a significant shareholding in a bank's capital or increasing the percentage of this shareholding as a result of: 1- Transfer of bank shares or shares or quotas in the capital of the owner of the significant shareholding to heirs by inheritance. 2- Transfer of bank shares or quotas in the capital of the owner of the significant shareholding in execution of mortgage bonds or attachments. 3- Transfer of bank shares among persons within the same group owning the significant shareholding. 4- Any modification or change to the Ultimate Beneficial Owner of any persons within the same group owning the significant shareholding. The person for whom the change is made must fill out the forms stipulated in Item (Second) of these Instructions and provide all supporting documents before carrying out the transfer, change, or modification transaction. Failure to obtain approval from the Central Bank for this will result in the taking of measures stipulated in Items (1) and (2) of Article (34/d) of the Banking Law.

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CENTRAL BANK OF JORDAN Central Bank of Jordan

Fifth: Any approval issued by the Central Bank for the acquisition or increase of a significant shareholding shall be valid for a period of one year from the date of its issuance, provided that all considerations under which the approval was issued remain in effect. If the full percentage of the significant shareholding approved is not acquired within one year, the approval for the remaining percentage - which was not acquired - shall be considered void.

Sixth: The bank is committed to informing the Central Bank about shares pledged or attached that are owned by the owner or owners of the significant shareholding, as well as upon any change to those shares. The bank must indicate the number of those shares, their percentage, the pledged party or the beneficiary of the attachment, and the reasons and date of the pledge or attachment.

Seventh: These Instructions shall be effective from their date, and the following are repealed: Instructions on Ownership of Significant Shareholdings No. (49/2010) dated 2010/5/2, Circular No. (3/2/10/11755) dated 2007/11/29, Circular No. (2/10/8601) dated 2011/7/19, and Circular No. (2/10/15631) dated 2014/12/30.

• Attachment/ Form for Ownership of "Significant Shareholding".

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CENTRAL BANK OF JORDAN Central Bank of Jordan

Form for Ownership of "Significant Shareholding" Submitted to the Central Bank of Jordan In Implementation of Article (34) of the Banking Law No. (28) of 2000 and its Amendments And Pursuant to Article (99/b) of the Same Law

First: Data Specific to the Applicant for Ownership if a Natural Person:

Name (Full)
Nationality
Gender
Phone Number
Fax Number
Postal Address
Email
Type of Identity Document
Document Number
Place and Date of Issue
Place and Date of Birth
National ID (for Jordanian Persons)
Ultimate Beneficial Owner

Second: Data Specific to the Applicant for Ownership if a Legal Person¹:

Name (As per the registration certificate issued by the competent authority)
Nationality
Registration Number
Date of Registration
Address
Phone Number
Fax Number
Email/Website
Nature of Activity
General Manager Name
Names of Chairman and Board Members/Executive Board
Ultimate Beneficial Owner
Paid-up Capital

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CENTRAL BANK OF JORDAN Central Bank of Jordan

¹ Financial statements for the last two years must be attached, along with approval from the supervisory authority in the home country if required. If the applicant is a bank, it must be stated whether it has a credit rating, mentioning the rating grade and the issuing institution. Additionally, the registration certificate of the legal person and a statement of shareholders in its capital must be attached.

Third: Ownership Percentages:

Name of the Bank to be Invested In:
Current Ownership Percentage in the Bank to be Invested In (attach a detailed statement)
New Ownership Percentage in the Bank after Investment (attach a detailed statement)

Fourth: List of Names of Natural or Legal Persons whom the Applicant for Ownership is Related To:

No.	Name of Related Person*	Position Held by Investor in the Related Company	Nature of Related Person's Activity (Trade/Industry/Financial Sector/Services/Agriculture/Other with specification)	Legal Form of Related Person (Public Joint Stock Company, Private Joint Stock Company, Limited Liability Company, Partnership, Sole Proprietorship, Public Establishment), or Natural Person	Nationality of Related Person	Address of Related Person in Detail	Ultimate Beneficial Owner
1.
2.
3.
4.
5.

• Registration certificate of the related legal person must be attached.

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CENTRAL BANK OF JORDAN Central Bank of Jordan

Fifth: Shares and Quotas Owned by the Applicant for Ownership and Related Persons Directly or Indirectly in All Banks and Their Subsidiaries or Companies Controlled by These Banks or Their Subsidiaries:

No.	Name of Bank/Bank Subsidiary/Company Controlled by Bank/Company Controlled by Bank Subsidiary	Ownership Percentage
1.
2.
3.
4.
5.

Sixth: Companies Controlled by the Applicant for Ownership or Controlled by Related Persons:

Company Name	Company Capital	Names of Partners in this Company	Partner's Ownership Percentage

Seventh: Sources of Financing for the Target Investment:

No.	Source Name (Loans*, Personal Funds, Other)	Amount
1.
2.
3.
4.
5.

• If the financing source is through borrowing, details regarding this must be mentioned.

• Written proof from one or more entities acceptable to the Central Bank regarding the financial solvency of the applicant for ownership and their ability to acquire from their own funds must be attached.
• A written declaration from the Ultimate Beneficial Owner applicant stating that no final judgments have been issued declaring bankruptcy/insolvency in the Hashemite Kingdom of Jordan or abroad, and that they have not been convicted of a crime of breach of trust or any crime related to money laundering or terrorist financing.

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CENTRAL BANK OF JORDAN Central Bank of Jordan

Eighth: Facilities Granted to the Applicant for Ownership and Related Persons by Banks and Other Financial Companies (Including the Bank to be Invested In) Inside and Outside the Kingdom:

No.	Name of Bank or Financial Company	Nature of Facilities (Current Account Debit, Personal Loans, Mortgages, Share Financing Loans, Guarantees, Credits, Other with specification)	Amount of Facilities	Purpose of Facilities	Collateral Provided
					Type of Collateral
1.
2.
3.
4.
5.

Ninth: Facilities Guaranteed by the Applicant for Ownership and Related Persons at Banks and Other Financial Companies (Including the Bank to be Invested In) Inside and Outside the Kingdom:

No.	Name of Bank or Financial Company	Nature of Facilities (Current Account Debit, Personal Loans, Mortgages, Share Financing Loans, Guarantees, Credits, Other with specification)	Amount of Facilities	Name of Guaranteed Person
1.
2.
3.
4.
5.

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CENTRAL BANK OF JORDAN Central Bank of Jordan

Tenth: List of Names of Persons Owning Shares in the Bank with whom the Applicant for Ownership has a kinship relation up to the third degree:

No.	Name of Relative	Related Person	Kinship Relation and Degree	Number of Shares Owned	Address	Position Held in the Bank or Any of the Bank's Subsidiaries
1.
2.
3.
4.

Eleventh: Any other contributions in the Bank to be acquired for which the Applicant for Ownership has voting rights (mention in detail): ...................................................................................................................................................... ......................................................................................................................................................

Twelfth: Any additional information, data, or documents that the Central Bank deems necessary to complete the study of the ownership application. ...................................................................................................................................................... ......................................................................................................................................................

I, the undersigned, certify the truth and accuracy of all information, data, and documents contained and attached to this application, and I bear any consequences resulting from the inaccuracy or falsity of any of them.

Name of Applicant: ............................................................ Signature of Applicant: ............................................................ Date: ............................................................