Description of Procedure for Issuing Licences and Authorisations under the Law on Markets in Financial Instruments

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BOARD OF THE BANK OF LITHUANIA

RESOLUTION ON THE APPROVAL OF THE DESCRIPTION OF PROCEDURE FOR ISSUING LICENCES AND AUTHORISATIONS UNDER THE REPUBLIC OF LITHUANIA LAW ON MARKETS IN FINANCIAL INSTRUMENTS

20 June 2018 No 03-114 Vilnius

20 November 2018 Resolution No 03-223

(As amended by Resolution No 03-127 of 17 September 2020)

Acting in accordance with Article 42(4)(1) of the Law of the Republic of Lithuania on the Bank of Lithuania and Article (6)(3), Article (20)(1), Article (49)(12) and Article (79)(1) of the of the Law of the Republic of Lithuania on Markets in Financial Instruments, the Board of the Bank of Lithuania has r e s o l v e d: To approve the Description of procedure for Issuing Licences and Authorisations under the Law of the Republic of Lithuania on Markets in Financial Instruments (attached).

Chairman of the Board Vitas Vasiliauskas

APPROVED by Resolution No 03-114 of the Board of the Bank of Lithuania of 20 June 2018 (As amended by Resolution No 03-127 of the Board of the Bank of Lithuania of 17 September 2020

DESCRIPTION OF PROCEDURE FOR ISSUING LICENCES AND AUTHORISATIONS UNDER THE REPUBLIC OF LITHUANIA LAW ON MARKETS IN FINANCIAL INSTRUMENTS

CHAPTER I GENERAL PROVISIONS

1. The Description of procedure for Issuing Licences and Authorisations under the Republic of Lithuania Law on Markets in Financial Instruments (hereinafter – the Description of procedure) regulates the procedure and conditions for the issuance of regulated market licences, licenses of financial brokerage firms and transaction data reporting services providers operating (intending to operate) under the Republic of Lithuania Law on Markets in Financial Instruments (hereinafter – the Law), reorganisation of a financial brokerage firm, inclusion of tied intermediaries of a financial brokerage firm in the public list of tied intermediaries, assessment of a credit institution’s preparedness to provide investment services, and authorisation of a third-country firm to operate a branch. 2. Definitions used in the Description of procedure: 2.1. Acquisition questionnaire – means a notification on the proposed acquisition (Annex to the Rules for the submission of notifications on the acquisition and disposal of a qualifying holding of the authorised capital and/or voting rights in financial market participants under supervision of the Bank of Lithuania approved by Resolution No 03-138 of the Board of the Bank of Lithuania of 12 September 2017 on the approval of the rules for the submission of notifications on the acquisition and disposal of a qualifying holding of the authorised capital and/or voting rights in financial market participants under supervision of the Bank of Lithuania; 2.2. Management questionnaire – means a questionnaire of a member of the management body and key function holder of a financial market participant supervised by the Bank of Lithuania (Annex 1 to the Guidelines on the assessment of members of the management body and key function holders of financial market participants supervised by the Bank of Lithuania approved by Resolution No 03-181 of Board of the Bank of Lithuania of 14 November 2013 on the approval of the guidelines on the assessment of members of the management body and key function holders of financial market participants supervised by the Bank of Lithuania); 2.3. Regulation 2017/1943 – means Commission Delegated Regulation (EU) No 2017/1943 of the European Parliament and of the Council of 14 July 2016, supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards on information and requirements for the authorisation of investment firms; 2.4. Regulation 2016/824 – means Commission Implementing Regulation (EU) 2016/824 of the European Parliament and the Council of 25 May 2016 laying down technical implementing standards for the description of the functioning of multilateral trading systems and organised trading systems and for the content and format of notification to the European Securities and Markets Authority in accordance with Directive 2014/65/ES on markets for financial instruments; 2.5. Other terms used in the Description of procedure shall be understood as they are defined under the Law. 3. Documents submitted to the Bank of Lithuania in accordance with the Description of procedure shall be subject to the General regulations on the submission and examination of applications for authorisation of financial market participants supervised by the Bank of Lithuania and on the granting of authorisation approved by Resolution No 58 of the Board of the Bank of Lithuania of 6 May 2004 on the approval of the general regulations on the submission and examination of applications for authorisation of financial market participants supervised by the Bank of Lithuania and on the granting of authorisation.

CHAPTER II APPLICATION FOR A FINANCIAL BROKERAGE FIRM LICENCE, ACCOMPANYING DOCUMENTS AND DECISION-MAKING

4. A financial brokerage firm applying for a financial brokerage firm licence shall submit to the Bank of Lithuania the licence application of the form indicated in Annex 1 to the Description of procedure. 5. Documents submitted together with the application must meet the established requirements of the content and form of these documents. The completeness of the information provided must be proportionate to the size of the applicant, the internal organisation, the nature, scale, complexity and risk profile of the services to be provided; 6. A licence shall be issued to financial brokerage firms within the time limit set in Article 6(4) of the Law. 7. The Bank of Lithuania shall have the right to request additional documents or their revision, in which case the time limit for examining the application shall be calculated from the date of submission of the last documents and/or data to the Bank of Lithuania. 8. If the data specified in the application or other submitted documents change during the examination of the application, the applicant must submit the changed data to the Bank of Lithuania not later than within 5 working days from the date of their change.

CHAPTER III EXAMINATION OF APPLICATIONS FOR A FINANCIAL BROKERAGE FIRM LICENCE AND DECISION TAKING

9. The Bank of Lithuania shall issue the following financial brokerage firm licences: 9.1. Category A licence ‒ to financial brokerage firms indicated in Article 14(2) of the Law entitling to provide one, several, or all of the investment services referred to in Article 3(26) of the Law; 9.2. Category B licence ‒ to financial brokerage firms indicated in Article 14(3) of the Law entitling to provide one or more investment services referred to in Article 3(26)(1), (2), (4), (5) and (7) of the Law, and the safekeeping of funds or financial instruments of clients; 9.3. Category C licence ‒ to financial brokerage firms indicated in Article 14(4) of the Law entitling to provide one or more investment services referred to in Article 3(26)(1), (4), (5), and (7) of the Law, except for the safekeeping of funds or financial instruments of clients; 9.4. Category C licence ‒ to financial brokerage firms indicated in Article 14(6) of the Law entitling to provide one or more investment services referred to in Article 3(26)(1), (2), (4) and (5) of the Law, except for the right to provide the ancillary service referred to in Article 3(45)(1) of the Law and the safekeeping of funds or financial instruments of clients, precluding this way the financial brokerage firm from becoming indebted in any way to its clients; 9.5. Category E licence ‒ to financial brokerage firms indicated in Article 14(7) of the Law entitling to provide such investment services and to such an extent (including restrictions) as specified in subparagraph 9.4 of the Description of procedure, where a financial brokerage firm engages in insurance and/or reinsurance business in accordance with the procedure laid down by the Law on Insurance. 10. A financial brokerage firm holding a category B licence and providing the investment service referred to in Article 3(26)(2) of the Law may keep financial instruments for its own account and provide the investment service referred to in Article 26(3) of the Law only having obtained an authorisation from the Bank of Lithuania where the following conditions are met: 10.1. such positions have occurred only because of the financial brokerage firm’s failure to accurately coordinate investor orders; 10.2. the total market value of all such positions may not exceed 15% of the firm’s initial capital; 10.3 the financial brokerage firm fulfils all established capital adequacy requirements; 10.4. such positions are accidental, temporary, and a strictly limited timeframe necessary for the execution of a particular transaction has been set. 11. A financial brokerage firm holding a category B or C licence and providing the investment service referred to in Article 3(26)(2) of the Law may keep financial instruments for its own account, having notified the Bank of Lithuania of such instruments where the following conditions are met: 11.1. such positions have occurred only because of the financial brokerage firm’s failure to accurately coordinate investor orders; 11.2. the total market value of all such positions may not exceed 15% of the firm’s initial capital; 11.3 the financial brokerage firm complies with the requirements of Articles 92-95 and Section 4 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ 2013 L 176, p. 1); 11.4. such positions are of accidental and temporary nature, and are strictly limited in terms of the time necessary for the execution of a particular transaction.

CHAPTER IV REORGANISATION OF A FINANCIAL BROKERAGE FIRM

12. In order to obtain a prior approval for reorganisation, a financial brokerage firm shall submit to the Bank of Lithuania: 12.1. the decision of the general meeting of shareholders to reorganise the financial brokerage firm; 12.2. reorganisation conditions approved by the general meeting of shareholders; 12.3. the reorganisation conditions’ assessment report drawn up by an audit company (if applicable); 12.4. the amended or new Articles of Association of the financial brokerage firm which will operate after the reorganisation; 12.5. the report on the reorganisation envisaged by the board of the financial brokerage firm (if applicable); 12.6. information about the manner in which the financial brokerage firm’s clients were notified of the reorganisation; 12.7. information about the effects of the reorganisation on financial instruments and funds of clients transferred to the financial brokerage firm; 12.8. information regarding the clients’ financial instruments and balances of funds of the financial brokerage firm which shall cease after the reorganisation, specifying: 12.8.1. whether and how clients were informed about the financial brokerage firm’s intention to cease providing investment services and what time limits have been set for clients to submit requests to transfer their funds and financial instruments for safekeeping to other account managers; 12.8.2. institutions to which the financial brokerage firm has envisaged to transfer the balances of financial instruments and funds of clients who have not indicated where their balances of financial instruments and funds should be transferred (copies of agreements with the institutions to the deposit accounts of which the obligations related to the financial instruments or funds will be transferred shall be enclosed); 12.8.3. the list of clients whose financial instruments and funds are recorded in the accounts of the financial brokerage firm; 12.9. financial statements for each company being reorganised and participating in the reorganisation drawn up on the basis of data of the last day of the last reporting period (quarter); 12.10. preliminary (consolidated) financial statements and capital adequacy reports of the financial brokerage firm(s) which shall continue in operation after the reorganisation; 12.11. other documents and information demonstrating that the reorganisation will not endanger the financial instruments and funds transferred to the financial brokerage firm.

CHAPTER V APPLICATION OF A THIRD-COUNTRY FIRM FOR AUTHORISATION TO OPERATE A BRANCH AND ACCOMPANYING DOCUMENTS

13. A third-country firm seeking authorisation to operate a branch in the Republic of Lithuania shall submit to the Bank of Lithuania: 13.1. general information about the applicant third-country firm: 13.1.1 the person’s registered name and company code or any other available identification number; 13.1.2. the legal form indicating whether the legal person is of limited or unlimited liability under the third-country laws; 13.1.3. the registered and actual addresses (if different) of management bodies and of the administration; 13.1.4. the contact details (phone and fax numbers, email address); 13.1.5. all available trade names; 13.1.6. information about countries in which the firm already has branches or representative offices, indicating their names, registration numbers, addresses and providing information on investment services offered by such branches or representative offices in those countries, whether they have been granted authorisations and are supervised, indicating the names of supervisory authorities; 13.1.7. where the firm belongs to a group of companies – information about the group members, providing the names of such companies, a brief description of the fields and territory of their activities; in the case of supervised financial market participants – information about issued licences, countries where they were issued and the licensing and supervising authorities of such companies; 13.2. information and documents referred to in Article 49(8) of the Law; 13.3. information about the third-country firm’s management and supervisory bodies – the management questionnaires completed by members of the management and supervisory bodies together with the accompanying documents. 14. Information referred to in Article 49(8)(3) of the Law shall be provided in the acquisition questionnaire completed by shareholders, together with the accompanying documents. 15. Information referred to in Article 49(8)(7) of the Law shall be provided in the management questionnaire completed by the branch manager, together with the accompanying documents, including documents demonstrating the granted powers. 16. Information and documents referred to in Article 49(8)(8) and (11) of the Law shall be submitted following the requirements of Articles 5 and 6 of Regulation 2017/1943. 17. Authorisation to operate a branch shall be granted in accordance with the procedure and time limits laid down in Article 49(11) of the Law.

CHAPTER VI APPLICATION FOR A REGULATED MARKET LICENCE AND ITS ACCOMPANYING DOCUMENTS AND DECISION-MAKING

18. A public company seeking to pursue activities of a regulated market operator (hereinafter – the market operator) shall obtain a regulated market licence and, to this end, submit to the Bank of Lithuania the documents and information referred to in Article 53(3) of the Law. 19. Information about founders (shareholders) shall be provided in the acquisition questionnaire completed by shareholders together with documents accompanying the questionnaire. 20. Information about members of the management body shall be provided in the management questionnaire completed by members of the management body, together with documents accompanying the questionnaire. 21. Information referred to in Article 53(3)(3) of the Law shall be provided according to the requirements of Article 6 of Regulation 2017/1943. Information referred to in Article 6(c)(iv) of this Regulation shall be provided together with the capital adequacy report prepared in accordance with Resolution No 03-69 of the Board of the Bank of Lithuania of 8 May 2014 on the approval of the rules on capital requirements for regulated market operators and the Central Securities Depository of Lithuania. 22. Information on the multilateral trading system and organised trading system shall be provided in accordance with Regulation No 2016/824. 23. A regulated market licence shall be issued in accordance with the procedure and time limits set out under Article 53(4) of the Law.

CHAPTER VII APPLICATION FOR A TRANSACTION DATA REPORTING SERVICES PROVIDER LICENCE, ACCOMPANYING DOCUMENTS AND DECISION TAKING

24. An entity seeking a transaction data reporting services provider licence shall submit to the Bank of Lithuania the documents and information referred to in Article 79(1) of the Law in observance of the following procedure: 24.1. the licence application shall be filed in line with requirements of Article 2 of Commission Implementing Regulation (EU) 2017/1110 of 22 June 2017 laying down implementing technical standards with regard to the standard forms, templates and procedures for the authorisation of data reporting services providers and related notifications pursuant to Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (OJ 2017 L 162, p. 3) (hereinafter – Regulation No 2017/1110); 24.2. the programme of operations (business plan) shall contain information in line with requirements of Article 1 of Commission Delegated Regulation (EU) 2017/571 of 2 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards on the authorisation, organisational requirements and the publication of transactions for data reporting services providers (OJ 2017 L 87, p. 126) (hereinafter – Regulation No 2017/571); 24.3. Information on members of the management body referred to in Article 4 of Regulation No 2017/571 shall be provided in the management questionnaire completed by a member of the management body together with the documents accompanying the questionnaire. 25. A transaction data reporting services provider licence shall be issued in accordance with the procedure and time limits set out under Article 79(2) and (3) of the Law.

CHAPTER VIII SUPPLEMENTING THE LICENCE

26. A financial brokerage firm intending to provide investment and/or ancillary services not covered by the issued licence or the transaction data reporting service, or a market operator intending to provide the transaction data reporting service shall submit to the Bank of Lithuania the following information and documents: 26.1. the application to supplement the valid licence with investment services and/or ancillary services which it intends to provide; 26.2. the programme of operations (business plan) and information about its organisational structure in accordance with the requirements of Article 6 of Regulation No 2017/1943; 26.3. other documents and data referred to in Annex 1 or Chapter VI of the Description of procedure that change due to the additional investment services and/or ancillary services or the transaction data reporting service. 27. The Bank of Lithuania shall take the decision to supplement the licence in accordance with the procedure and time limits set out by the Law and the Description of procedure for the issuance of the financial brokerage firm licence or the regulated market licence (to the market operator).

CHAPTER IX ASSESSMENT OF A CREDIT INSTITUTION’S PREPAREDNESS TO PROVIDE INVESTMENT SERVICES

28. Credit institutions established in the Republic of Lithuania shall have the right to provide investment services with a credit institution licence. A credit institution may provide investment services only when it establishes a special internal structural unit and when the Bank of Lithuania assesses its preparedness to provide investment services. In order to be able to assess the credit institution’s preparedness to provide investment services, the credit institution must furnish the Bank of Lithuania with: 29. The Bank of Lithuania shall decide on the credit institution’s preparedness to provide financial services within the time limits laid down in legal acts regulating authorisation of credit institutions. 30. Where the valid credit institution licence does not cover the provision of investment services, the credit institution seeking to provide investment services should ask the Bank of Lithuania to supplement the valid licence, filing the application of the form specified in Annex 2 to the Description of procedure alongside the attachments indicated in the application form. The decision of the Bank of Lithuania on the credit institution’s preparedness to provide financial services shall be taken within 3 (three) months of the submission of all of the required documents and information. 31. A credit institution terminating provision of investment services must furnish the Bank of Lithuania with information referred to in subparagraph 13.6 and items 13.8.1-13.8.3 of the Description of procedure.

CHAPTER X APPLICATION FOR INCLUDING A PERSON IN THE PUBLIC LIST OF TIED INTERMEDIARIES, DECISION TAKING, AND DATA IN THE LIST

32. In order to appoint a tied intermediary, a financial brokerage firm or a credit institution providing investment services should file an application to the Bank of Lithuania worked out in the form presented in Annex 3 to the Description of procedure for the inclusion of the person in the public list of tied intermediaries (hereinafter – the List). 33. The following may be included in the List: 33.1. a natural person who meets the conditions of paragraph 155 of the Rules for the Organisation of Operations of Financial Brokerage Firms and Provision of Investment Services approved by Resolution No 03-111 of the Board of the Bank of Lithuania of 20 June 2018 on the approval of the rules for the organisation of operations of financial brokerage firms and provision of investment services; 33.2. a natural person who is a certified financial broker; 33.3. a legal person whose head of administration and/or employee(s) representing the legal person when the latter acts as a tied intermediary meet the conditions of subparagraphs 33.1 and 33.2 of the Description of procedure. 34. Only a legal person established in the Republic of Lithuania or a natural person who is a citizen or permanent resident of the Republic of Lithuania may be included in the List. 35. A legal person holding a licence for investment services or investment activities may not be included in the List. 36. The Bank of Lithuania shall take the decision to include the person in the List within 10 (ten) business days of the date of receipt of the application. Upon request of the Bank of Lithuania to clarify the application or to provide additional explanations and/or documents, the decision shall be taken within 10 (ten) business days of the date of receipt of the additional information. The person shall be included in the List within 3 (three) business days of the date of taking the decision. 37. The following data shall be indicated in the List: 37.1. the name and surname of the tied intermediary where the tied intermediary is a natural person; or the legal person’s name and company code where the tied intermediary is a legal person; 37.2. the name and company code or any other identification code of a person of the financial brokerage firm or credit institution on whose behalf the tied intermediary operates. 38. A person shall be removed from the List when: 38.1. the Bank of Lithuania receives an application from the financial brokerage firm or credit institution for removal of its tied intermediary from the List; 38.2. the Bank of Lithuania receives the tied intermediary’s application for its removal from the List; 38.3. a financial brokerage firm, credit institution or tied intermediary terminates its operations in the Republic of Lithuania, goes bankrupt or is dissolved; 38.4. the Bank of Lithuania shall decide on removal of a tied intermediary from the List where the tied intermediary or the financial brokerage firm or credit institution which is represented by the tied intermediary infringe requirements of legal acts regulating provision of investment services. 39. A person removed from the List shall have no right to engage in activities of tied intermediaries.

CHAPTER XI NOTIFICATIONS ABOUT DATA CHANGES

40. A financial brokerage firm, credit institution providing investment services, market operator or transaction data reporting services provider must notify the Bank of Lithuania in writing, within 5 (five) business days, about the changes to its registered office address and Articles of Association (calculating the time limit from the date of registration of the Articles of Association in the Register of Legal Entities).

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                                        Annex 1
                                        to the Description of procedure for issuing licences and authorisations under the Law of the Republic of Lithuania on Markets in Financial Instruments

APPLICATION FOR A FINANCIAL BROKERAGE FIRM LICENCE

|Legal person’s name (legal form) |Company code | | | | |Names and addresses of branches | | |Used trade names | |

|(mark with ‘x’) | |Please issue a financial brokerage firm licence | | |Please supplement a financial brokerage firm licence | |

|Address |(municipality, city, street, building no, room no, post code, website address) | |Contact details |Phone: | | |Fax: | | |Email: |

|(mark the appropriate box with an ‘x’) | |Financial brokerage firm category | |Investment services |1) Reception and transmission of orders in relation to one or more financial instruments | | |and activities | | | | |2) Execution of orders on behalf of clients | | | |3) Dealing on own account | | | |4) Portfolio management | | | |5) Investment advice | | | |6) Underwriting of financial instruments and/or placing of financial instruments on a firm commitment | | | |basis | | | |7) Placing of financial instruments without a firm commitment basis | | | |8) Operation of a multilateral trading facility | | | |9) Operation of an organised trading facility | | |Ancillary services |1) Safekeeping and administration of financial instruments for the account of clients, including | | | |custodianship and related services such as cash/collateral management and excluding maintaining | | | |securities accounts at the top tier level | | | |2) Granting credits or loans to an investor to allow him to carry out a transaction in one or more | | | |financial instruments, where the firm granting the credit or loan is involved in the transaction | | | |3) Advice to undertakings on capital structure, industrial strategy and related matters and advice and | | | |services relating to mergers and the purchase of undertakings | | | |4) Foreign exchange services where these are connected to the provision of investment services | | | |5) Investment research and financial analysis or other forms of general recommendation relating to | | | |transactions in financial instruments | | | |6) Services related to underwriting | | | |7) Investment services and activities as well as ancillary services linked to financial instruments, | | | |assets or other objects to which financial instruments referred to in Article 3(15)(5), (6), (7) and | | | |(10) of the Republic of Lithuania Law on Markets in Financial Instruments are related, where the | | | |investment services and activities provided are connected to the provision of investment or ancillary | | | |services | |

|List of persons |1.... | |acquiring (holding) | | |the qualified share |2.... | |of the applicant's | | |authorised capital |... | |and/or voting rights| | | |(name and surname of a natural person or name of a legal person and the acquired (held) qualifying share of the authorised| | |capital and/or voting rights in percentage) | |List of the |1.... | |applicant’s managers| | |referred to in |2.... | |Article 3(78) of the| | |Law |... | | | | | |(name and surname, position) | |Financial brokers |Name and surname |Licence No |Employment date | | |  |  |  | | |  |  |  | | |  |  |  |

|List of accompanying documents | |Accompanying documents |Numbers (names) of | | |attachments, number of pages | | |or reasons for not submitting | |Document confirming the representative’s right to represent | | |Document confirming the payment of a stamp duty for the issuance of a licence of a financial brokerage firm | | |Capital information provided for in Article 2 of Regulation No 2017/1943 | | |Shareholders’ information provided for in Article 3 of Regulation No 2017/1943 (the information referred to in | | |Article 3(b) shall be included in the shareholder’s completed acquisition form together with the documents | | |accompanying this questionnaire) | | |Information on the management body and the persons in charge of the activities laid down in Article 4 of | | |Regulation No 2017/1943 (the information referred to in Article 4(a) shall be provided in the management | | |questionnaire, together with the documents accompanying this questionnaire) | | |Information on the compliance officer contained in the management questionnaire completed by the compliance | | |officer together with the documents accompanying this questionnaire | | |Financial information provided for in Article 5 of Regulation No 2017/1943 | | |Commission Implementing Regulation (EU) No 680/2014 of 16 April 2014 establishing technical implementing | | |standards for the submission of reports on the supervision of institutions in accordance with Regulation (EU) | | |No 575/2013 of the European Parliament and the Council referred to reports drawn up in accordance with the | | |procedure laid down by this Regulation | | |Information about the firm referred to in Article 6 of Regulation 2017/1943, namely: | | |the initial action programme for the next three years, including information on planned regulated and | | |unregulated activities, as well as detailed information on the geographical distribution and activities of the | | |investment firm. The relevant information in the action programme shall include: | | |the place of residence and seat of prospective customers and target investors, | | |marketing and advertising activities and agreements, including the languages of the tender and advertising | | |documents; the identification of the Member States where advertisements are most visible and most commonly | | |advertised; the type of advertisement documents (to assess where actual marketing will be focused), | | |the identity of direct marketing operators, financial investment advisors and distributors and the geographical| | |location of their activities, | | |details of the firm’s auditors, if available at the time of submission of the application for an operating | | |permit, | | |the organisational structure of the firm and internal control systems which include: | | |the organisational structure (Article 16(1) of the Law), | | |decision-making procedures (Article 21(1)(a) of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 | | |supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational | | |requirements and operating conditions for investment firms and defined terms for the purposes of that Directive| | |(hereinafter – Regulation 2017/565), | | |the procedure for informing the persons concerned about the procedures (Article 21(1)(b) of Regulation | | |2017/565), | | |procedures for internal reporting and communication (Article 21(1)(e) of Regulation 2017/565), | | |procedures for the separation of functions (Article 21(1)(g) of Regulation 2017/565, | | |personal data of managers of internal functions (management and supervision), including a comprehensive | | |curriculum vitae showing relevant education and vocational training and professional experience, | | |a description of the resources (in particular human and technical resources) allocated to the various | | |activities planned, | | |policies and procedures for organising activities (Article 16(1) of the Law), | | |an explanation of how the firm will meet its prudential and operational requirements, | | |in the case of client financial instruments and funds, information indicating any means of protecting clients’ | | |assets (in particular where financial instruments and funds are kept with a custodian – the name of custodian | | |and related contracts), | | |the procedure for keeping clients’ financial instruments (Article 16(16) of the Law), | | |the procedure for keeping the clients’ funds (Article 16(17) of the Law), | | |the procedure for ensuring the qualification of employees (Articles 16(1) and 17(1) of the Law and Article | | |21(1)(d) of Regulation 2017/565), | | |remuneration policy and procedures (Article 16(1) of the Law and Article 27(1) of Regulation 2017/565), | | |the procedure for concluding own-account transactions between managers, employees and tied intermediaries | | |(Article 16(1) of the Law and Article 29(1) of Regulation 2017/565), | | |product management procedures for issuers of financial instruments (Article 16(3) of the Law), | | |product management procedures for distributors of financial instruments (Article 16(7) of the Law), | | |accounting procedures (Article 16(11) of the Law), | | |the procedure for creating, storing and recovery of data on services provided, activities carried out and | | |transactions concluded (Article 16(12) of the Law and Article 21(1)(f) of Regulation 2017/565)), | | |information on the status of the investment firm’s application to become a member of the investor compensation | | |scheme of the home Member State or, where available, proof of the membership of the investor compensation | | |scheme, | | |a list of functions, services or activities outsourced (or to be outsourced) and a list of contracts concluded | | |or envisaged with external service providers and resources (in particular human and technical resources, as | | |well as an internal control system) to control the functions, services or activities outsourced, | | |procedures to ensure that, when a third party is entrusted with the performance of functions of an undertaking | | |which are of particular importance for ensuring the continuous and high quality provision of investment | | |services, additional risks of unjustified activity are avoided (Article 16(10) of the Law), | | |measures for identifying, preventing and managing conflicts of interest arising from the provision of | | |investment and ancillary services and description of product management measures and procedures for managing | | |conflicts of interest (Article 16(2) of the Law), | | |a description of the company’s operational monitoring systems, including, where available, back-up systems as | | |well as systems and risk control measures, if the firm wishes to carry out algorithmic trading and/or provide | | |direct electronic access, | | |compliance policy and procedures (Article 16 (1) of the Law), | | |details of the risk assessment and management systems for money laundering and terrorist financing, | | |business continuity plans, including systems and human resources (key staff), | | |the policy of management, registration and storage of records, | | |description of the firm’s procedure manual. | | |Information on the multilateral trading system and organised trading system is set out in Regulation No | | |2016/824 | | |Other attached documents | | |(If you are submitting additional documents, please extend this table by specifying the names of the documents | | |provided) | |

I confirm that this application and the accompanying documents contain all the information established by legal acts and that the data provided are correct and up-to-date.

I understand and do not object to the Bank of Lithuania inspecting the information and data contained in this application and other documents in accordance with the procedure specified by legal acts of the European Union and the Republic of Lithuania. I agree that when verifying the data and information specified in this application and other submitted documents, the Bank of Lithuania would apply to the relevant authorities of the Republic of Lithuania and other countries to which the information and data provided to the Bank of Lithuania may be disclosed in accordance with the procedure laid down by legal acts.

Completion date |  |

Name, surname, position (if signed by an employee of a legal person), signature | |

Annex 2 to the Description of procedure for issuing licences and authorisations under the Republic of Lithuania Law on Markets in Financial Instruments

APPLICATION FOR ASSESSMENT OF A CREDIT INSTITUTION’S PREPAREDNESS TO PROVIDE INVESTMENT SERVICES

|Legal person’s name (legal form) |Company code | | | | |Address |(municipality, city, street, building no, room no, post code, website address) | |Contact details |Phone: | | |Fax: | | |Email: | |Investment services |1) Reception and transmission of orders in relation to one or more financial instruments | | | |2) Execution of orders on behalf of clients | | | |3) Dealing on own account | | | |4) Financial instrument portfolio management | | | |5) Investment advice | | | |6) Underwriting of financial instruments and/or placing of financial instruments on a firm commitment | | | |basis | | | |7) Placing of financial instruments without a firm commitment basis | | | |8) Operation of a multilateral trading facility | | | |9) Operation of an organised trading facility | | |Ancillary services |1) Safekeeping and administration of financial instruments for the account of clients, including | | | |custodianship and related services such as cash/collateral management and excluding maintaining | | | |securities accounts at the top tier level | | | |2) Granting credits or loans to an investor to allow him to carry out a transaction in one or more | | | |financial instruments, where the firm granting the credit or loan is involved in the transaction | | | |3) Advice to undertakings on capital structure, industrial strategy and related matters and advice and | | | |services relating to mergers and the purchase of undertakings | | | |4) Foreign exchange services where these are connected to the provision of investment services | | | |5) Investment research and financial analysis or other forms of general recommendation relating to | | | |transactions in financial instruments | | | |6) Services related to underwriting | | | |7) Investment services and ancillary services linked to financial instruments, assets or other objects to| | | |which derivative instruments referred to in Article 3(15)(5), (6), (7) and (10) of the Republic of | | | |Lithuania Law on Markets in Financial Instruments are related, on condition that the investment services | | | |and activities provided are connected to such derivative instruments | |

|Financial brokers |Name, surname |Licence No |Employment date | | | | | | | | | | | | | | | |

|List of accompanying documents | |Accompanying documents |Numbers (names) of | | |attachments, number of pages | | |or reasons for not submitting | |Document confirming the representative’s right to represent | | |Regulations of the specialised internal structural unit | | |Information about the firm referred to in Article 6 of Regulation 2017/1943, namely: | | |the initial action programme for the next three years, including information on planned regulated and | | |unregulated activities, as well as detailed information on the geographical distribution and activities of the | | |investment firm. The relevant information in the action programme shall include: | | |the place of residence and seat of prospective customers and target investors, | | |marketing and advertising activities and agreements, including the languages of the tender and advertising | | |documents; the identification of the Member States where advertisements are most visible and most commonly | | |advertised; the type of advertisement documents (to assess where actual marketing will be focused), | | |the identity of direct marketing operators, financial investment advisors and distributors and the geographical| | |location of their activities, | | |details of the firm’s auditors, if available at the time of submission of the application for an operating | | |permit, | | |the organisational structure of the firm and internal control systems which include: | | |the organisational structure (Article 16(1) of the Law), | | |decision-making procedures (Article 21(1)(a) of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 | | |supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational | | |requirements and operating conditions for investment firms and defined terms for the purposes of that Directive| | |(hereinafter – Regulation 2017/565), | | |the procedure for informing the persons concerned about the procedures (Article 21(1)(b) of Regulation | | |2017/565), | | |procedures for internal reporting and communication (Article 21(1)(e) of Regulation 2017/565), | | |procedures for the separation of functions (Article 21(1)(g) of Regulation 2017/565, | | |personal data of managers of internal functions (management and supervision), including a comprehensive | | |curriculum vitae showing relevant education and vocational training and professional experience, | | |a description of the resources (in particular human and technical resources) allocated to the various | | |activities planned, | | |policies and procedures for organising activities (Article 16(1) of the Law), | | |an explanation of how the firm will meet its prudential and operational requirements, | | |in the case of financial instruments and funds of clients, information indicating any means of protection of | | |the client assets (in particular where financial instruments and funds are kept with a custodian – the name of | | |custodian and related contracts), | | |the procedure for keeping financial instruments of clients (Article 16(16) of the Law), | | |the procedure for keeping the clients’ funds (Article 16(17) of the Law), | | |the procedure for ensuring the qualification of employees (Articles 16(1) and 17(1) of the Law and Article | | |21(1)(d) of Regulation 2017/565), | | |remuneration policy and procedures (Article 16(1) of the Law and Article 27(1) of Regulation 2017/565), | | |the procedure for concluding own-account transactions between managers, employees and tied intermediaries | | |(Article 16(1) of the Law and Article 29(1) of Regulation 2017/565), | | |product management procedures for distributors of financial instruments (Article 16(7) of the Law), | | |accounting procedures (Article 16(11) of the Law), | | |the procedure for creation, storage and recovery of data on services provided, activities carried out and | | |transactions concluded (Article 16(12) of the Law and Article 21(1)(f) of Regulation 2017/565)), | | |information on the status of the investment firm’s application to become a member of the investor compensation | | |scheme of the home Member State or, where available, proof of the membership of the investor compensation | | |scheme, | | |a list of functions, services or activities outsourced (or to be outsourced) and a list of contracts concluded | | |or envisaged with external service providers and resources (in particular human and technical resources, as | | |well as an internal control system) to control the functions, services or activities outsourced, | | |procedures to ensure that, when a third party is entrusted with the performance of functions of an undertaking | | |which are of particular importance for ensuring the continuous and high quality provision of investment | | |services, additional risks of unjustified activity are avoided (Article 16(10) of the Law), | | |measures for identifying, preventing and managing conflicts of interest arising from the provision of | | |investment and ancillary services and description of product management measures and procedures for managing | | |conflicts of interest (Article 16(2) of the Law), | | |a description of the company’s operational monitoring systems, including, where available, back-up systems as | | |well as systems and risk control measures, if the firm wishes to carry out algorithmic trading and/or provide | | |direct electronic access, | | |compliance policy and procedures (Article 16 (1) of the Law), | | |details of the risk assessment and management systems for money laundering and terrorist financing, | | |business continuity plans, including systems and human resources (key staff), | | |the policy of management, registration and storage of records, | | |23) description of the firm’s manual of procedures. | | |Information on the manager of the specialised structural unit contained in the management questionnaire | | |completed by the manager, together with the documents accompanying this questionnaire, and the information | | |referred to in Article 6(c)(i) of Regulation No 2017/1943 | | |Information on the compliance officer contained in the management questionnaire completed by the compliance | | |officer together with the documents accompanying this questionnaire | | |Information on the multilateral trading system and organised trading system shall be provided in accordance | | |with Regulation No 2016/824 | | |Other attached documents | | |(If you are submitting additional documents, please extend this table by specifying the names of the documents | | |provided) | |

I confirm that this application and the accompanying documents contain all the information established by legal acts and that the data provided are correct and up-to-date.

I understand and do not object to the Bank of Lithuania inspecting the information and data contained in this application and other documents in accordance with the procedure specified by legal acts of the European Union and the Republic of Lithuania. I agree that when verifying the data and information specified in this application and other submitted documents, the Bank of Lithuania would apply to the relevant authorities of the Republic of Lithuania and other countries to which the information and data provided to the Bank of Lithuania may be disclosed in accordance with the procedure laid down by legal acts.

Completion date |  |

Name, surname, position (if signed by an employee of a legal person), signature | |

Annex 3 to the Description of procedure for issuing licences and authorisations under the Republic of Lithuania Law on Markets in Financial Instruments

APPLICATION FOR INCLUSION OF A PERSON IN THE PUBLIC LIST OF TIED INTERMEDIARIES

|Name and legal form of a financial brokerage firm or credit institution |Legal person’s code or other identification number | | | | |Country of establishment| | |Name of the supervisory | | |authority | | |Registered office |(municipality, city, street, building no, room no, post code, website address) | |address | | |Contact details |Contact person: | | |Phone: | | |Email: |

|Please include in the public list| |A natural person who meets the conditions of paragraph 155 of the Rules for the Organisation of | |of tied intermediaries (mark one | |Operations of Financial Brokerage Firms and Provision of Investment Services approved by Resolution | |option) | |No 03-111 of the Board of the Bank of Lithuania of 20 June 2018 on the approval of the rules for the| | | |organisation of operations of financial brokerage firms and provision of investment services | | | |(hereinafter – the Rules) | | | |A natural person who is a certified financial broker | | | |A legal person |

|Tied intermediary’s name, surname (legal person’s name) |Personal identification number (company code) | | | | |Address |(municipality, city, street, building no, room no, post code, website address) | |Contact details |Phone: | | |Email: |

|Tied intermediary’s qualifications | |Position, name, surname (for a tied intermediary who is a legal person) | | |Certified financial broker (YES/NO)[1] | | |Work experience[2] | |Workplace name |Position |Dates (from ‒ to) |Responsible for | | | | | | | | | | |

|Declaration of the applicant (financial brokerage firm or credit institution) | |- I hereby confirm that according to the data available to and/or collected by me, the tied intermediary meets the qualification requirements | |laid down by the legal acts of the Republic of Lithuania. | |- I hereby undertake to provide to the tied intermediary full information necessary for the proper performance of the tied intermediary’s | |duties, to organise related training or workshops where needed. | |- I hereby confirm that according to the data available to and/or collected by me, the tied intermediary is of good repute, i.e. has not been | |punished for offences against the financial system or committed serious crimes, and there are no other circumstances known to me which could | |cast doubt on the good repute of the tied intermediary. | |- I hereby undertake to continuously monitor and supervise the tied intermediary’s activities with a view to ensuring compliance with | |requirements of the Republic of Lithuania Law on Markets in Financial Instruments for a financial brokerage firm operating through tied | |intermediaries. | |- I hereby undertake to immediately request the Bank of Lithuania to remove a tied intermediary from the public list of tied intermediaries | |when a decision is taken to terminate the provision of services through the tied intermediary, or any other circumstances emerge due to which | |the tied intermediary is unable or fails to meet the requirements applicable to its activities. | | | | | | | |Name, surname of the financial brokerage firm’s manager |Signature |

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[1] If YES , skip Work experience¼[2]. [3] Information about workplaces where the person acquired experience indicated in paragraph 155 of the Rules for the organisati If ‘YES’, skip ‘Work experienceʼ. [4] Information about workplaces where the person acquired experience indicated in paragraph 155 of the Rules for the organisation of operations of financial brokerage firms and provision of investment services approved by Resolution No 03-111 of the Board of the Bank of Lithuania of 20 June 2018 on the approval of the rules for the organisation of operations of financial brokerage firms and provision of investment services.