COSOB Instruction No. 25-02 of June 25, 2025 Fixing the Elements Constituting the File Attached to the Approval Application for Venture Capital Collective Investment Undertakings

The People's Democratic Republic of Algeria
Commission for the Organization and Supervision of Stock Exchange Operations Commission d’Organisation et de Surveillance des Opérations de Bourse – COSOB - Instruction COSOB No. 25-02 of June 25, 2025 Fixing the Elements Constituting the File Attached to the Approval Application for Venture Capital Collective Investment Undertakings

Article 1

• Pursuant to Article 5 of Regulation No. 24-02 of the Commission for the Organization and Supervision of Stock Exchange Operations (COSOB) dated 20 Rabie Ethani 1446 corresponding to October 23, 2024, regarding Venture Capital Collective Investment Undertakings (OPCR), this instruction aims to define the elements constituting the file to be attached to the approval application for Venture Capital Collective Investment Undertakings (OPCR).

Article 2 - The approval application for Venture Capital Collective Investment Undertakings (OPCR) or a compartment of an OPCR is submitted to the Commission for the Organization and Supervision of Stock Exchange Operations designated hereinafter as "the Commission," by the founders of the SICAR or by the management company of the FCPR. The file to be attached to the approval application must include the following elements:

A. For Risk Capital Investment Companies (SICAR):

1. an approval application (See Annex 1);
2. an approval form (See Annex 2);
3. a copy of the draft statutes of the SICAR;
4. for each founder of the SICAR:
   • a copy of the birth certificate;
   • a criminal record extract No. 3;
   • a list of activities exercised in other companies as well as their capital and voting rights holdings;
   • a CV detailing professional experience for each founder;
   • a letter of consent authorizing the Commission to conduct the necessary due diligence regarding the competence and integrity of the founders (See Annex 3);
5. a copy of the mandate when the SICAR delegates the management of funds to an OPCR management company;
6. a detailed organizational chart of the SICAR;
7. the human resources and technical means allocated to the SICAR;
8. a copy of the draft agreement concluded between the SICAR and the external evaluator;
9. a copy of the draft agreement concluded between the SICAR and the depositary;
10. a copy of the statutes of the depositary;
11. a letter of commitment (See Annex 4).

The People's Democratic Republic of Algeria
Commission for the Organization and Supervision of Stock Exchange Operations Commission d’Organisation et de Surveillance des Opérations de Bourse – COSOB - The Commission may request any other document it deems necessary for the processing of the file.

B. For Risk Capital Common Investment Funds (FCPR):

1. an approval application (See Annex 1);
2. an approval form (See Annex 2);
3. a copy of the draft management regulations of the FCPR;
4. a copy of the agreement concluded between the FCPR and the OPCR management company;
5. a copy of the statutes of the OPCR management company;
6. a copy of the draft agreement concluded between the FCPR and the external evaluator;
7. a copy of the draft agreement concluded between the FCPR and the depositary;
8. a copy of the statutes of the depositary;
9. a letter of commitment (See Annex 4).
   The Commission may request any other document it deems necessary for the processing of the file.

Article 3 - When the Commission requests additional information, the two (2) month period during which the Commission has to examine the approval application is suspended until receipt of the requested information.

Article 4 - This instruction enters into force as of the date of its signature.

Done in Algiers, on June 25, 2025
Youcef BOUZENADA

Annex 1
Approval Application for a Venture Capital Collective Investment Undertaking (OPCR) Approval Application:
SICAR
FCPR a compartment of an OPCR
Address/Registered Office: ........................................................
Tel: ..........................………..
Email:……………………………………….
Place and Date: ……………………………………………..

Mr. the President of the Commission for the Organization and Supervision of Stock Exchange Operations - COSOB Subject: Approval Application for a Venture Capital Collective Investment Undertaking (OPCR)

We (1) ..................................... acting as (2) ....................................., hereby request approval for a (e) (3)……………………………………………………………………………………… …………... bearing the name (4)……………………………………………………., in accordance with the provisions of the Regulation of the Commission for the Organization and Supervision of Stock Exchange Operations (COSOB) No. 24-02 dated 20 Rabie Ethani 1446 corresponding to October 23, 2024 regarding Venture Capital Collective Investment Undertakings (OPCR).

We attach hereto the documents provided for by Article 2 of Instruction COSOB No. 25-02 of June 25, 2025 fixing the elements constituting the file attached to the approval application for Venture Capital Collective Investment Undertakings.

Signature
(1) name of the applicant;
(2) capacity of the applicant;
(3) Risk Capital Investment Company (SICAR) / Risk Capital Common Investment Fund (FCPR) / a compartment of an OPCR; (4) name of the future Venture Capital Collective Investment Undertaking (OPCR).

Annex 2
Approval Form for a Venture Capital Collective Investment Undertaking (OPCR)

1. Type of Approval:
   Approval
   Risk Capital Investment Company (SICAR)
   Risk Capital Common Investment Fund (FCPR)
   A compartment of an OPCR

2. General Information:
   Registered Office
   Name of the OPCR
   Initial Capital / Initial Assets
   Name of the Applicant
   Telephone
   Email

3. Founders:

4. The External Evaluator:

5. The Management Company:

6. The Depositary:

Signature
Name & Surname or
Corporate Name
Activity
Address or Registered Office
Tel/Fax/Email No.

Name
Address or Registered Office
Tel/Fax/Email No.
Term of Office

Name
Registered Office
Tel/Fax/Email No.

Name
Registered Office
Tel/Fax/Email No.

Annex 3
Letter of Consent
I, the undersigned …………………………, hereby authorize the Commission for the Organization and Supervision of Stock Exchange Operations (COSOB) to collect information concerning me in the context of the examination of my approval application for an OPCR.

I note that this procedure may include checks on my professional, financial, and judicial background, as well as information from third parties, in compliance with the following regulatory requirements:

• Legislative Decree No. 93-10 of May 23, 1993 regarding the securities market, as amended and supplemented;
• Law No. 05-01 of February 6, 2005 regarding the prevention and fight against money laundering and the financing of terrorism, as amended and supplemented;
• Law No. 18-07 of June 10, 2018 regarding the protection of natural persons in the processing of personal data;
• Regulation of the Commission for the Organization and Supervision of Stock Exchange Operations (COSOB) No. 24-02 dated 20 Rabie Ethani 1446 corresponding to October 23, 2024 regarding Venture Capital Collective Investment Undertakings;
• Instruction COSOB No. 25-02 of June 25, 2025 fixing the elements constituting the file attached to the approval application for Venture Capital Collective Investment Undertakings.

I understand that the information collected will be used solely in the context of the evaluation of my application and will be treated confidentially.

I also know that my consent is indispensable for the examination of my file, and in case of refusal, COSOB will not be able to examine my application.

Place and Date: ………………………..
Signature

Annex 4
Letter of Commitment
Letter of Commitment
SICAR
FCPR a compartment of an OPCR
Address/Registered Office: ........................................................
Tel: ..........................………..
Email:……………………………………….
Place and Date: ……………………………………………..

Mr. the President of the Commission for the Organization and Supervision of Stock Exchange Operations - COSOB Subject: Letter of Commitment

In addition to our approval application for a (e) (1)……………………………………………………………………………………… …………... bearing the name (2)…………………………………………………….; in accordance with the provisions of the Regulation of the Commission for the Organization and Supervision of Stock Exchange Operations (COSOB) No. 24-02 dated 20 Rabie Ethani 1446 corresponding to October 23, 2024 regarding Venture Capital Collective Investment Undertakings (OPCR); we, the undersigned, commit to:

• respect the current regulations;
• complete the incorporation formalities within three (3) months following the issuance of the approval, under penalty of nullity.

Signature
(1) Risk Capital Investment Company (SICAR) / Risk Capital Common Investment Fund (FCPR) / a compartment of an OPCR; (2) name of the future Venture Capital Collective Investment Undertaking (OPCR).