Central Bank of Tunisia Circular to Authorized Intermediaries No. 2019-01 dated January 30, 2019

Tunis, January 30, 2019 Circular to Authorized Intermediaries No. 2019-01 OBJECT: Foreign Currency Startup Accounts. The Governor of the Central Bank of Tunisia, Having regard to the Foreign Exchange and External Trade Code promulgated by Law No. 76-18 of January 12, 1976 consolidating and codifying the foreign exchange and external trade legislation governing relations between Tunisia and foreign countries, as amended by subsequent texts and notably the Decree-Law No. 2011-98 of October 24, 2011; Having regard to Law No. 2016-35 of April 25, 2016 establishing the status of the Central Bank of Tunisia; Having regard to Law No. 2018-20 of April 17, 2018 on startups; Having regard to Decree No. 77-608 of July 27, 1977 setting the application conditions for the Foreign Exchange and External Trade Code, as amended by subsequent texts and notably Government Decree No. 2017-393 of March 28, 2017; Having regard to Government Decree No. 840-2018 of October 11, 2018 setting the conditions, procedures and time limits for granting and withdrawing the startup label and benefiting from incentives and advantages for startups, as well as organizing the labeling committee's prerogatives and operating procedures; Having regard to Circular to Authorized Intermediaries No. 93-14 of September 15, 1993 on the conditions for opening and operating foreign currency or convertible dinar professional accounts, as amended by subsequent texts; Having regard to Opinion No. 02-2019 of the Compliance Control Committee dated January 25, 2019, as provided for in Article 42 of Law No. 2016-35 of April 25, 2016 establishing the status of the Central Bank of Tunisia.

Decides: Article 1: Any resident company holding the "startup" label issued in accordance with current regulations may, for the needs of its activity, open foreign currency accounts with Authorized Intermediaries, referred to as "startup accounts". Article 2: The Authorized Intermediary must require the presentation, to support an application for opening a "foreign currency startup account", of a copy of the decision by the minister responsible for the digital economy granting the valid "startup" label. Article 3: The "foreign currency startup account" may be credited with: a) foreign exchange from export operations of goods and services carried out by the startup holding the account; b) foreign exchange from (i) non-resident participation in the startup's capital, (ii) acquisitions by non-residents of convertible bonds issued by the startup, (iii) current account advances from partners, and (iv) generally any form of quasi-equity in foreign currency for the startup. The importation of foreign exchange for these operations must be supported by investment forms established in accordance with current regulations; c) profits attributable to the startup, generated from its investments referred to in paragraph (d) of Article 4 of this circular; d) interest generated by funds deposited in this account under the conditions set by the Central Bank of Tunisia for foreign currency accounts of residents; e) transfers from another "foreign currency startup account" held by the same owner.

Article 4: The "foreign currency startup account" may be debited for: a) payment for purchases of tangible and intangible goods within the startup's activity; b) coverage of travel expenses abroad for the startup's executives and employees related to business trips linked to the startup's activity; c) payment of any other current foreign currency expenses related to the startup's activity; d) transfers as investments abroad or acquisitions of stakes in non-resident companies of foreign nationality; e) repayments for current account advances received in foreign currency by the startup, bonds if not converted into shares, and generally any form of quasi-equity in foreign currency; f) sale of foreign exchange on the foreign exchange market; g) credit from another "foreign currency startup account" opened in the name of the same startup.

Article 5: Debit operations on the "foreign currency startup account" may be carried out:

• by transfer,
• by bank check drawn on the Authorized Intermediary where the account is held,
• by international payment card,
• or in cash exclusively for coverage of travel expenses abroad related to business trips, up to a limit of thirty thousand dinars (30,000 DT) per trip and per beneficiary.

Article 6: The "foreign currency startup account" may not be overdrawn, regardless of the payment method used.

Article 7: Before any purchase of foreign exchange on the market to settle any authorized foreign currency operation (generally or specifically), the startup benefiting from foreign currency startup accounts must first use the available balances in these accounts and, where applicable, its professional foreign currency accounts. Settlement by purchasing foreign exchange must be carried out in accordance with the conditions set by current foreign exchange regulations.

Article 8: Any credit or debit operation on the "foreign currency startup account" must be accompanied by a declaration submitted to the Authorized Intermediary specifying the nature of the operation, duly signed by the startup's representative and conforming to the model attached to this circular.

Article 9: In case of withdrawal or expiration of the validity period of the "startup" label, the holder of the "foreign currency startup account" must promptly close said account. Upon the account holder's request, the Authorized Intermediary must either transfer any available balance to a professional foreign currency account of the same holder or sell it on the foreign exchange market.

Article 10: Authorized Intermediaries are required to submit to the Central Bank of Tunisia, via the "Data Exchange System" (SED), by the 15th of each month at the latest, statements of operations recorded on startup foreign currency accounts opened in their books, pertaining to the previous month. The reporting of these statements must be carried out in accordance with the Technical Guide made available to them, downloadable via the "Data Exchange System" (SED).

Article 11: Authorized Intermediaries are required to retain, available for the Central Bank of Tunisia in accessible files for control purposes, all declarations referred to in Article 8 of this circular.

Article 12: The startup holding "foreign currency startup accounts" is required to retain, available for the Central Bank of Tunisia in accessible files for control purposes, all documents supporting debit and credit operations on said accounts.

Article 13: The startup that has made investments abroad by debiting a "foreign currency startup account" in accordance with paragraph (d) of Article 4 of this circular, must submit to the Central Bank of Tunisia at the end of each accounting year: the financial statements of foreign-established companies in whose capital it holds stakes, the minutes of general assemblies deciding on profit allocation, documents relating to any modification of these companies' capital structure, and a report on activities if the foreign investment takes the form of branches and representative offices.

THE GOVERNOR MAROUANE EL ABASSI

Annex to Circular to Authorized Intermediaries No. 2019-01 dated January 30, 2019 DECLARATION I, the undersigned ……………………………………………………………………….….………............................ holder of national identity card No. …..……………………….. issued on ……………...……… ……………. acting in the capacity of: …………………….…… for the startup: …………..…………………………………... tax registration number (matricule fiscal) No. ……………………………………………………………………….……………………... holder of startup account No. ………………………………... opened with: 1: …………............................ hereby declares that the operation of 2 ……………. in the amount of 3 ………………….. recorded on ……………… on the aforementioned startup account relates to 4:

Credit Operations of the Startup Account	Debit Operations of the Startup Account
Export operation of goods or services carried out by the startup	Payment for purchase of tangible or intangible goods
Non-resident participation in the startup's capital	Travel expenses for executives and employees of the startup during business trips abroad
Non-resident subscription to convertible bonds issued by the startup	Payment of other current foreign currency expenses related to the startup's activity
Receipt of advances from current accounts of the startup's partners	Investments abroad in the form of subsidiaries or acquisitions of stakes in foreign-established companies
Receipt of other forms of quasi-equity of the startup	Repayment of amounts initially received in foreign currency from advances from partners' current accounts, convertible bonds or other forms of quasi-equity
Repatriation of profits attributable to the startup	Sale of foreign exchange on the foreign exchange market
Transfer from another "foreign currency startup account" held by the same owner	Credit from another "foreign currency startup account" held by the same owner

I further declare that I have taken note that any false declaration of an operation recorded on the "foreign currency startup account" constitutes a foreign exchange offense penalized in accordance with current foreign exchange legislation.

Date, stamp and signature of the Authorized Intermediary Date, stamp and signature of the startup

1 Fill in the Authorized Intermediary. 2 Mention debit or credit 3 Mention amount and currency 4 Check the corresponding box.