Decision on the Procedure for Issuing a License for Founding and Operating a Bridge Bank

Pursuant to Article 47 paragraph 1 item 6 of the Law on the National Bank of the Republic of North Macedonia (Official Gazette of the Republic of North Macedonia No. 158/10, 123/12, 43/14, 153/15, 6/16 and 83/18 and Official Gazette of the Republic of North Macedonia No. 110/21, 74/24 and 16/25) and Article 29 paragraph 19 of the Bank Resolution Law (Official Gazette of the Republic of North Macedonia No. 209/23), the National Bank of the Republic of North Macedonia Council has adopted the following DECISION on the procedure for issuing a license for founding and operating a bridge bank (Official Gazette of the Republic of North Macedonia No. 71/25) GENERAL PROVISIONS

1. This Decision shall prescribe the procedure for issuing a license for founding and
   operating a bridge bank by the National Bank of the Republic of North Macedonia (hereinafter:
   the National Bank) as the competent supervisory authority.
2. The terms used in this Decision shall have the meaning established by the Banking
   Law, the Bank Resolution Law (hereinafter: the Law) and the by-laws adopted on the basis of these laws. PROCEDURE FOR ISSUING A LICENSE FOR FOUNDING AND OPERATING A BRIDGE BANK
3. If the decision of the Executive Board to initiate a resolution procedure for the
   bank or a further decision of the Executive Board to undertake resolution activities envisages application of the bridge institution tool through the founding and operating of a bridge bank to which the assets, rights and liabilities of the bank under resolution will be transferred, the National Bank shall notify the Government of the Republic of North Macedonia that the establishment of a bridge bank is necessary.
4. The Government of the Republic of North Macedonia shall submit an application
   for issuance of a licence for founding and operating a bridge bank to the National Bank as the competent supervisory authority.
5. In addition to the application referred to in item 4 of this Decision, the following
   documentation shall be submitted to the National Bank as the competent supervisory authority:

• decision of the Government of the Republic of North Macedonia to establish a
  bridge bank in full or partial state ownership;
• draft statute for the bridge bank signed by the Government of the Republic of
  North Macedonia;
• information about the initial capital;
• draft strategic and operational plan for the bridge bank;
• documentation for the proposed members of the Management and Supervisory
  Board of the bridge bank;

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• data on the risk management system and policies and internal acts for risk
  management;
• policies and procedures for the bridge bank operation;
• data on the information system and technical equipment of the bridge bank.

6. The Decision on the establishment of a bridge bank referred to in item 5indent 1
   of this Decision should contain data for the ownership structure of the bridge bank, the name and registered office of the bridge bank, whereby the name must contain the words "bridge bank".
7. The draft statute for the bridge bank referred to in item 5indent 2 of this Decision
   should contain the data provided for in the National Bank's regulation on issuing licenses, taking into account the purpose for which the bridge bank is established and the provisions of the Law related to the operation and management of the bridge bank.
8. In addition to the information on the source of the initial capital of the bridge bank
   under Article 29 paragraph (2) of the Law, proof shall be submitted to the National Bank as the competent supervisory authority that the required amount of funds has been secured or paid into a temporary bank account as initial capital or information about the deadline by which the required amount will be paid.
9. The draft strategic and operational plan referred to in item 5, indent 4 of this
   Decision should contain the data provided for in the National Bank's regulation on issuing licenses, considering the maximum period for which the bridge bank can be established and the purpose for which the bank is established in accordance with the Law.
10. With regard to the documentation referred to in item 5, indent 5 of this Decision,
    the appropriate documentation for issuing an approval for appointing the members of the Supervisory and Management Board of a bank, shall be submited to the National Bank, as the competent supervisory authority, as per the National Bank's regulation on issuing approvals, in relation to the fulfillment of the conditions that should be met in accordance with the Banking Law.
11. With regard to the content of the documents referred to in item 5indents 6, 7 and
    8 of this Decision, the provisions of the National Bank's regulation on issuing licenses shall apply accordingly, considering the purpose for which the bridge bank is established and the provisions of the Law related to the operation and management of the bridge bank.
12. Regarding the manner of submitting the documents, data and information referred
    to in item 5of this Decision and the procedure for their assessment when issuing a license for founding and operating a bridge bank, the provisions of the National Bank's regulation on issuing licenses shall apply accordingly.
13. The bridge bank may perform the financial activities under the Banking Law that
    are related to the transferred assets, rights and liabilities from the bank being resolved, for which it is not necessary to submit a request for prior approval, in accordance with the Banking Law and the National Bank's regulation on issuing approvals.
14. If the initial capital of the bridge bank is also provided by applying the source
    under Article 29 paragraph (2) indent 1 of the Law, the person who acquired shares that represent a qualified holding in the bridge bank shall be obliged to submit an application for

3 obtaining an approval to acquire a qualifying holding, whereby the provisions of the National Bank's regulations on issuing approvals shall be applied accordingly.
15. The Executive Board of the National Bank (hereinafter: the Executive Board),
when deciding on the application referred to in item 4 of this Decision, shall assess whether the bridge bank meets the requirements prescribed by the Banking Law for issuing a license for founding and operating a bank.
16. Taking into account the resolution objectives, and in particular if urgent application
of the bridge bank tool is necessary, the Executive Board may decide on the application from item 4 of this Decision and if only the documentation referred to in item 5, indents 1, 2, 3 and 4 of this Decision has been submitted, whereby the license for founding and operating a bridge bank shall be issued under Article 29, paragraph (8) of the Law.
17. The Executive Board shall adopt a decision on issuing a license for founding and
operating a bridge bank within 8 days of receiving the application.
18. The decision on issuing a license for founding and operating a bridge bank
contains data at least on: the name and registered office of the bridge bank, the amount of the initial capital of the bank and the financial activities that the bridge bank may perform, including certain restrictions on the operation and/or additional conditions to be fulfilled by the bridge bank. In cases under item 16 of this Decision, the decision of the Executive Board shall also specify the conditions of the Banking Law to be fulfilled by the bridge bank and shall determine the deadline within which the bridge bank should submit evidence of the fulfillment of the prescribed conditions to the National Bank as the competent supervisory authority. FINAL PROVISIONS
19. This Decision shall enter into force on the eighth day from the date of its
publication in the Official Gazette of the Republic of North Macedonia, and shall apply from 13 October 2025. D. No. 02-10864/10 Governor and Chairman 27 March 2025 of the Council of the National Bank Skopje of the Republic of North Macedonia Anita Angelovska-Bezhoska