Circular to Banks and Financial Institutions No. 2025-02 of January 29, 2025

Tunis, January 29, 2025

CIRCULAR TO BANKS AND FINANCIAL INSTITUTIONS NO. 2025-02 Subject: Distribution of dividends for the 2024 fiscal year.

The Governor of the Central Bank of Tunisia,
Having regard to Law No. 2016-35 of April 25, 2016, establishing the status of the Central Bank of Tunisia and in particular Articles 7, 8, and 18 thereof, Having regard to Law No. 2016-48 of July 11, 2016, concerning banks and financial institutions and in particular Articles 63 and 66 thereof, Having regard to Circular No. 2018-06 of June 5, 2018, concerning capital adequacy standards, Having regard to Circular No. 2021-05 of August 19, 2021, concerning the governance framework for banks and financial institutions, Having regard to the opinion of the Compliance Control Committee No. 2025-02 of January 28, 2025, as provided for in Article 42 of Law No. 2016-35 of April 25, 2016, establishing the status of the Central Bank of Tunisia and in particular its second paragraph regarding circulars having an urgent character, Considering that banks and financial institutions must maintain prudent dividend distribution policies in order to preserve and consolidate capital buffers above regulatory minimum levels, Considering the persistence of a difficult economic climate and its repercussions on businesses and individuals, Considering the imperatives of the convergence process toward Basel standards and IFRS norms.

Decides:
Article 1 - The distribution of dividends for the 2024 fiscal year by banks and financial institutions shall be carried out under the following conditions:

• Up to a limit of 35% of the 2024 fiscal year profit for banks and financial institutions presenting solvency and Tier 1 ratios as of end-2024, after deduction of dividends to be paid, which exceed regulatory minimum levels by at least 2.5%;
• Without limit and subject to prior approval from the Central Bank of Tunisia, for banks and financial institutions presenting solvency and Tier 1 ratios as of end-2024, after deduction of dividends to be paid, which exceed regulatory minimum levels by at least 2.5% and 3.5%, respectively.

Article 2 - Without prejudice to the conditions set forth in Article 1 of this circular, prior approval from the Central Bank of Tunisia is required for any dividend distribution by banks and financial institutions:

• That do not comply, as of end-2024, with the prudential capital adequacy standards set forth in Articles 50, 51, and 52 of the aforementioned Circular No. 2018-06;
• Whose auditors' opinion regarding their financial statements for the fiscal year ended December 31, 2024, contains qualifications and/or explanatory paragraphs.

Article 3 - This circular does not apply to payment institutions.
Article 4 - This circular shall enter into force as of the date of its publication.

THE GOVERNOR,
Fethi Zouhaier NOURI