Notice No. 17/2011 of December 19

NOTICE NO. 17/2011

of December 19

Given the need to regulate the operation of leasing companies (leasing societies), with a view to developing the matter established in Presidential Decree No. 65/11 of April 18;

Under the combined provisions of paragraph f) of number 1 of Article 21.º and paragraph d) of number 1 of Article 51.º, both of Law No. 16/10 of July 15, the National Bank of Angola Law, combined with the provisions of number 2 of Article 6.º of Law No. 13/05 of September 30, the Financial Institutions Law;

I DETERMINE:

Article 1.º (Subject Matter) This instrument regulates the process of establishment and operation of leasing companies.

Article 2.º (Processed of the Application for Establishment and Operation)

1. The application for authorization for the establishment and operation of leasing companies must be submitted by a request addressed to the Governor of the National Bank of Angola, as per Annex I to this instrument, accompanied by all documents and information useful for its assessment, including the following mandatory minimum elements:

a) draft statutes of the company to be established; b) certificate of name admissibility, issued by the competent authority; c) identification of founding shareholders, namely identity document, address, telephone, fax, and e-mail; d) capital to be subscribed by each founding shareholder, represented in cash and percentage, as per the table in Annex II; e) proof of the origin of shareholders' funds; f) criminal record certificate of the shareholders; g) certificate of non-existence of overdue debts to State authorities for the shareholders; h) identification and supporting evidence of the technical capacity of persons proposed for management and supervisory bodies; i) declaration by members of management and supervisory bodies attesting that neither they, nor companies or enterprises whose control they ensure or have ensured, or in which they have served as administrators, directors, or managers, have been declared bankrupt or insolvent; j) criminal record certificate of persons proposed for management and supervisory positions; k) indication of a bank domiciled in Angolan territory, with which all matters related to the National Bank of Angola will be handled; l) shareholders' agreements, if any; m) business plan and feasibility study for the first three years, including: i. analysis of the target market; ii. proposed organizational structure; iii. services offered; iv. technologies to be used in the placement of products and services, as well as the sizing of the service network; v. projection of preliminary expenses, including all costs related to the establishment and setting up of the company; vi. projected balance sheets and income statements, including: 1. revenues and commissions; 2. expenses of projected operations, as well as the cost of resource mobilization, investments including technological and fixed expenses; 3. other revenues, including consulting services provided to clients and services provided to third parties. vii. corporate governance standards to be observed, which must include: 1. identification of responsibilities assigned to the various organizational levels of the institution; 2. descriptive proposal of the internal control structure;

2. Regarding shareholders that are legal entities, the authorization application must additionally be processed with the following elements: a) statutes or social pact of the applicant; b) organizational chart of the economic group to which it belongs; c) authorization document from the competent corporate body of the applicant, or from legal representatives with sufficient powers, to authorize participation in the leasing company to be established;

3. Applicants must designate among themselves, by power of attorney, one to represent them before the authorities responsible for assessing the authorization application and indicate a domicile in Angola for notification or correspondence purposes.

4. The National Bank of Angola may request any complementary information or procedures from applicants, conduct investigations when it deems necessary or useful for the decision on the application, and convene shareholders and administrators for interviews.

5. The National Bank of Angola may waive the submission of the elements referred to in this article that it already possesses or has knowledge of.

Article 3.º (Inspection) The National Bank of Angola may conduct an inspection of the premises of leasing companies before the commencement of activities.

Article 4.º (Social Capital) Leasing companies must have fully paid-up social capital in national currency amounting to Kz 50,000,000.00 (fifty million Kwanzas), and their own funds must not be lower than this amount.

Article 5.º (Realization of Social Capital)

1. The minimum social capital must be fully paid up on the date of establishment of the leasing company, and its amount deposited in a banking financial institution domiciled in the country.
2. At the time of subscription of the initial social capital, when it exceeds the minimum legally established, realization of at least 50% of the amount exceeding the minimum social capital is required, and the remainder of this initial amount must be fully realized within six (6) months from the date of establishment of the financial institution.

Article 6.º (Increase of Social Capital) In case of an increase in the social capital of leasing companies, the provisions of Law No. 13/05 of September 30 (Financial Institutions Law) and Law No. 1/04 of February 13 (Commercial Companies Law), with the necessary adaptations, shall apply.

Article 7.º (Obtaining Resources) To pursue their objectives, leasing companies may: a) obtain financing from legally authorized banking financial institutions; b) obtain financing from international financial institutions; c) issue bonds of any kind, under the terms and limits of the Commercial Companies Law, as well as commercial paper; d) obtain advances and other forms of loans from their respective shareholders; e) carry out legally permitted treasury operations with companies with which they maintain a relationship of dominance or group.

Article 8.º (Duration) This instrument enters into force 30 days after the date of its publication.

PUBLISHED: Luanda, December 19, 2011

THE GOVERNOR JOSÉ DE LIMA MASSANO

Annex I APPLICATION FOR AUTHORIZATION FOR THE ESTABLISHMENT OF A LEASING COMPANY (LEASING) Company Name: Head Office Address: Person Responsible for Managing the Authorization Process with BNA: Name: Telephone: Fax: E-mail: The members of the organizing group of the above-identified leasing company: I - Request from the National Bank of Angola the appropriate authorization for the exercise of leasing activities. II - Inform that the founding shareholders of the leasing company are: (list name, identity document, full address, telephone-email of all founding members) III - Attach the documents indicated below:

Annex I APPLICATION FOR AUTHORIZATION FOR THE ESTABLISHMENT OF A LEASING COMPANY (LEASING) Company Name: Head Office Address: Person Responsible for Managing the Authorization Process with BNA: Name: Telephone: Fax: E-mail: The members of the organizing group of the above-identified leasing company: I - Request from the National Bank of Angola the appropriate authorization for the exercise of leasing activities. II - Inform that the founding shareholders of the leasing company are: (list name, identity document, full address, telephone-email of all founding members) III - Attach the documents indicated below:

Business plan and economic-financial feasibility study; Certificate of admissibility of the proposed company name, issued by the competent authority; Draft statutes of the leasing company; Social capital map, reflecting its distribution among shareholders in cash and percentage; Identification (identity document and address) of all founding shareholders, members of the proposed management and supervisory bodies; Supporting documents proving the origin of shareholders' funds, in accordance with the shares subscribed in the social capital; Criminal records of all shareholders; Curriculum vitae of members of management and supervisory bodies; Supporting evidence of the technical capacity of proposed members of management and supervisory bodies; Proof of prior deposit corresponding to 5% of the minimum social capital or guarantee; Shareholders' agreements; In case shareholders are legal entities: Social statutes; Organizational chart of the economic group to which it belongs; Declaration by competent corporate bodies regarding participation in the proposed company.

The following documents or information necessary for the analysis of this application are attached: (list documents not indicated in the above items) Place and date. Signatures:

(full name) (full name)

Annex II SOCIAL CAPITAL MAP Social Capital Order No. Shareholders Number of Shares Value Kwanzas Percentage