Digitisation of qualifying holding forms and new validation method for QLF and fit & proper forms

Public NBB_2025_05 – 2 April 2025 Communication - Page 1/4 14 Boulevard de Berlaimont - 1000 Brussels +32 2 221 30 17 Company number: 0203.201.340 Brussels RLE www.nbb.be Communication Public Brussels, 2 April 2025 Reference: NBB_2025_05 Your correspondent:
Nicolas Strypstein
Tel. +32 2 221 44 74
Nicolas.Strypstein@nbb.be
Digitisation of the qualifying holding (QLF) forms and new validation method for the QLF and fit & proper (FAP) forms Scope of application  Credit institutions, stockbroking firms, payment institutions and electronic money institutions governed by Belgian law as well as foreign branches of the aforementioned institutions  Belgian branches of credit institutions, stockbroking firms, payment institutions and electronic money institutions governed by the law of a country that is not a member of the European Economic Area  Central securities depositories, institutions providing support to central securities depositories, central depository banks governed by Belgian law, and foreign branches of the aforementioned institutions  Belgian branches of institutions providing support to central securities depositories and of central depository banks governed by the law of a country that is not a member of the European Economic Area  Insurance and reinsurance companies governed by Belgian law as well as the foreign branches of such companies  Belgian branches of insurance and reinsurance companies governed by the law of a country that is not a member of the European Economic Area  Financial holding companies, mixed financial holding companies and insurance holding companies (Note: The abovementioned institutions are collectively referred to herein as “financial institutions”.) as well as:
 Natural or legal persons intending to acquire, increase, reduce or dispose of a qualifying holding in any of the financial institutions listed above. 1 Summary/Objectives The purpose of this communication is twofold:
(i) to inform prospective purchasers and financial institutions of the effective date of the digitisation of the qualifying holding (QLF) forms appended to Circular NBB_2024_09 and Communication NBB_2024_10 , i.e. 1 May 2025; (ii) to explain the new method for validating the QLF and the fit & proper (FAP) forms and stress the need for financial institutions to put in place the necessary internal organisational measures to ensure involvement of the various responsible people in the fit & proper process. 1 As well as natural or legal persons that exceed the threshold of 5% of the voting rights or capital without this constituting a qualifying holding (persons concerned by Form D appended to Communication NBB_2024_10).

Public NBB_2025_05 – 2 April 2025 Communication - Page 2/4 Dear Sir or Madam, The National Bank of Belgium (NBB) has decided to digitise the QLF forms and to revise the validation method for the FAP and QLF forms.

1. Digitisation of the qualifying holding forms
   The NBB is responsible for assessing qualifying holdings in all financial institutions covered by this communication, with the exception of those in significant credit institutions (SI) and less significant credit institutions (LSI), Belgian financial holding companies heading up significant credit institutions 2 and mixed financial holding companies included in a Belgian banking group, which fall within the ECB’s remit. For these institutions, the forms to be completed are available on the ECB’s IMAS platform. For other financial institutions, the forms to be completed are those appended to Communication NBB_2024_10 (forms A to E) and Circular NBB_2024_09 (Forms 1 and 2). The NBB hereby informs the persons concerned that the digitisation of these forms, which was initially scheduled for 1 October 2024, will take effect on 1 May 2025. The following comments are in order:

• until 30 April 2025, forms may be submitted in hard copy or by email (to acquirers@nbb.be).
• as from 1 May 2025, persons intending to acquire, increase, reduce or dispose of a qualifying holding
  in a financial institution will be required to submit the aforementioned forms exclusively by electronic means using the NBB’s OneGate platform. 3
• to this end, it will be necessary to designate a person in the OneGate portal who will be able to
  submit forms on behalf of the declarant using :
  o or from the CSAM portal of the Belgian federal authorities, which enables them to authenticate themselves using either their electronic identity card or the ITSME application, after following the procedures described here, o or a commercial certificate recognised by OneGate, issued by GlobalSign, DigiCert Europe-QuoVadis, TrustLux or Isabel (for more information, see here) ;
• potential foreign shareholders should note that it may take up to 30 days to obtain a certificate
  from LuxTrust and are therefore asked to take this constraint into account.
• although the QLF forms will be fully digitised from 1 May 2025, PDF versions of the forms will remain
  available on the NBB’s website for information purposes only.

2. Validation of the QLF and FAP forms
   The second objective of this communication is to inform financial institutions of the new validation method for the QLF and FAP forms. More specifically, scanned handwritten signatures will no longer be accepted. 2 The NBB is the authority competent for assessing qualified holdings in financial holding companies at the head of less significant credit institutions (i.e. those that do not meet the criteria for determining significance set out in the SSM Regulation) pursuant to Article 212 of the Banking Act of 25 April 2014. 3 For more information on OneGate, please visit the NBB’s website (FAQ New Reporting - OneGate | nbb.be).

Public NBB_2025_05 – 2 April 2025 Communication - Page 3/4 From now on, QLF and FAP forms must be validated by electronic means based on strong authentication using a OneGate digital certificate. This validation process will have the same legal effect as a digital signature based on a qualified digital certificate and will therefore be irrefutably presumed equivalent to such a signature. For more information on the legal implications of this new validation process, please see here. The NBB therefore expects financial institutions to put in place a clear internal policy regarding the persons who will be authorised to officially submit FAP and QLF forms to the NBB in the name and on behalf of the financial institution.
2.1. New rules for the validation of FAP forms
The new validation method applies to all FAP forms (“New Appointment”, “New Element”, “Exit” and “Reappointment”) for all financial institutions covered by this communication, with the exception of the “New Appointment” form for significant credit institutions (SI) and financial holding companies and mixed financial holding companies which is issued by the ECB and for which the latter’s instructions should be followed. The NBB insists on the fact that this new validation method should not undermine the expected quality of the selection process for “fit & proper” candidate(s) (see the requirements set out in Sections 2.4, 3.4 and
4.4 of the Fit & Proper manual on this subject).
The following comments on the new validation method are in order:

• the NBB points out that it is important for financial institutions to put in place appropriate internal
  procedures governing the selection process of persons subject to a “fit & proper” check, covering in particular the collection, processing and storage of the information to be provided via the digitised form.
• particular attention should be paid to the statements and commitments of the applicant and those of
  the financial institution’s representative, which must be kept by the institution so that they can be made available to the NBB upon the latter’s request.
• the prudential expectations set out in Section 5:2 of the Fit & Proper Manual concerning
  representation of the financial institution are repealed, except for significant credit institutions subject to direct supervision by the ECB 4.
  2.2. New rules for the validation of QLF forms
  The new validation method applies to all NBB QLF forms, i.e. Forms A to E appended to Communication NBB_2024_10 and Forms 1 and 2 appended to Circular NBB_2024_09. The following comments on the new validation method are in order:
• with regard to forms A to E, it goes without saying that prospective shareholders should ensure that
  the information provided on QLF forms submitted to the NBB (including statements and commitments) is formally validated internally by the persons authorised to do so. For Form B (“Fit & Proper light” form relating to the effective manager of a prospective shareholder that is a legal entity), this form must be validated by the person authorised to validate Form A relating to the application to acquire a qualifying holding. 4 Section 5 of the Fit & Proper Manual will be adapted during the next revision.

Public NBB_2025_05 – 2 April 2025 Communication - Page 4/4

• with regard to Forms 1 and 2, the NBB expects financial institutions to put in place appropriate
  internal policies and procedures to ensure that the information provided via the QLF forms submitted to the NBB is formally validated internally by the persons authorised to do so and is kept by the institution so that it can be made available to the NBB upon the latter’s request. Once again, please note that the new validation method for QLF and FAP forms will apply as from 1 May 2025. Yours faithfully Pierre WUNSCH Governor