Regulation No. 2013-01 - Regulation on the Register of Authorized Subjects - Update No. II

1 THE GENERAL MANAGER OF THE CENTRAL BANK OF THE REPUBLIC OF SAN MARINO HAVING REGARD TO Law 17 November 2005, No. 165, and in particular Article 11 which provides for the establishment of the public "Register of Authorized Subjects", attributing to the Central Bank of the Republic of San Marino the power to establish the informative elements to be entered therein; HAVING REGARD TO the Statute of the Central Bank of the Republic of San Marino approved with Law 29 June 2005, No. 96, and in particular Article 30, paragraph 3 of the aforementioned Statute, according to which the acts of the Central Bank in matters of supervision, deliberated by the Supervisory Coordination, are issued by the General Manager; CONSIDERING the opportunity:

• to extend also to authorized subjects other than banks the publication in the Register of annual financial statements and the identity of shareholders who hold shares of social capital greater than 5%;
• to extend the publication of financial statements to the Register with reference to the last three financial years and not only the last one;
• to establish a separate section of the Register, named List of Cancelled Subjects, in which to publish the identifying details of all companies previously entered in the Register and the cause, among those typified, of cancellation; HAVING REGARD TO the resolutions of the Supervisory Coordination and the Board of Directors with which the text of Regulation No. 2013-01 named "Regulation on the Register of Authorized Subjects – Update II" was approved; ISSUES the attached Regulation No. 2013-01 which enters into force on 01/07/2013 San Marino, 03/06/2013 SIGNED: THE GENERAL MANAGER Mario Giannini

2 REGULATION ON THE REGISTER OF AUTHORIZED SUBJECTS UPDATE NO. II year 2013/ number 01

Central Bank of the Republic of San Marino Regulation No. 2013-01: Update II of Regulation No. 2006-01 1 Article 1 - Amendments to Regulation No. 2006-01 as modified by Regulation No. 2009-02 regarding the Register of Authorized Subjects

1. Letters a), c) and d) of Article 1, paragraph 1 are replaced as follows: “ a) “LISF”: Law 17 November 2005, No. 165 and subsequent amendments and integrations; c) “Register”: register of authorized subjects referred to in Article 11 of Law 17 November 2005, No. 165; d) “Register of Companies”: register referred to in Article 6 of Law 23 February 2006, No. 47 and subsequent amendments and integrations;”.
2. To Article 1, the following paragraph is added, between the first and the second: “2. In the remainder of the text, the use of terms subject to definition is highlighted in CAPITAL LETTERS.”
3. Article 3 is replaced as follows: “Art. 3 - General Part
4. The REGISTER contains the informative elements relating to the following AUTHORIZED SUBJECTS which are distinguished into: a) San Marinese financial enterprises; b) branches of foreign financial enterprises; c) foreign financial enterprises authorized to exercise reserved activities under the PSSS regime.
5. For San Marinese financial enterprises, the following are indicated: a) the name; b) the legal form; c) the registered office; d) the administrative headquarters, if different from the registered office; e) the date and number of entry in the REGISTER OF COMPANIES; f) the economic operator code; g) the audit firm; h) the share capital, subscribed and paid; i) the corporate officers; j) the list of branches in the Republic; k) the list of branches and representative offices abroad; l) the shareholders entered in the Shareholders' Book, holding participations in the share capital in a measure greater than 5%; m) the last three approved annual financial statements, complete with any accompanying reports and certification.
6. For branches of foreign financial enterprises, the following are indicated: a) the name; b) the main headquarters of the branch;

Central Bank of the Republic of San Marino Regulation No. 2013-01: Update II of Regulation No. 2006-01 2 c) the registered office, legal form, share capital (subscribed and paid) and audit firm of the parent company; d) the branch's endowment fund; e) the managers of the branch; f) the list of secondary locations of the branch in the Republic; g) the shareholders entered in the Shareholders' Book of the parent company, holding participations in the share capital in a measure greater than 5%; h) the last three approved annual financial statements of the parent company and the last three end-of-year accounting statements of the branch. 4. For foreign financial enterprises, authorized to exercise reserved activities under the PSSS regime, the following are indicated: a) the name; b) the registered office, legal form, share capital (subscribed and paid) and audit firm of the parent company; c) any intermediaries or independent agents utilized by the parent company in San Marino territory; d) the shareholders entered in the Shareholders' Book of the parent company, holding participations in the share capital in a measure greater than 5%; e) the last three approved annual financial statements of the parent company. 5. For each of the AUTHORIZED SUBJECTS referred to in the first paragraph, the following are also indicated: a) the date and number of entry in the REGISTER; b) the list of reserved activities and branches of reserved activities for the exercise of which the AUTHORIZED SUBJECT has obtained authorization; c) the indication whether the subject is subject to extraordinary administration procedure, suspension of administrative bodies, suspension of authorization or equivalent procedures in foreign legal systems, as well as the start dates and deadlines of the aforementioned procedures; d) any entry in the Roll of Professional Trustees; e) any entry in the Register of Insurance and Reinsurance Intermediaries.” 4. Article 4 is replaced as follows: “Art. 4 - San Marinese Financial Enterprises

1. The entry of San Marinese financial enterprises occurs upon completion of the procedure provided for the issuance of the first authorization referred to in Part I, Title II of the LISF, namely coinciding with the last of the two phases specified below:

• the withdrawal of the license, pursuant to Article 153 of the LISF;
• the obtaining of the authorization to begin operations, pursuant to Article 9 of the LISF, where due in relation to the authorized activities.

Central Bank of the Republic of San Marino Regulation No. 2013-01: Update II of Regulation No. 2006-01 3 2. Upon the issuance of the authorization to begin operations or the receipt of a copy of the license transmitted by the San Marinese financial enterprise, the CENTRAL BANK enters it, inserting the data available at the time of entry. 3. The CENTRAL BANK gives prompt written communication to the San Marinese financial enterprise of the entry in the REGISTER.” 5. Article 5 is replaced as follows: “Art. 5 - Branches of Foreign Financial Enterprises

1. The entry of branches of foreign financial enterprises occurs with observance of the different procedures provided by law and supervision, in the same times and manners indicated by the previous article for San Marinese financial enterprises.”
2. Article 6 is replaced as follows: “Art. 6 - Foreign Financial Enterprises operating under PSSS regime
3. The entry of foreign financial enterprises authorized to operate under the PSSS regime occurs upon completion of the procedure provided for the issuance of the first authorization referred to in Part I, Title II of the LISF, subsequently to the issuance of the no-objection certificate by the Grand and General Council referred to in Article 12 of the LISF, where due.
4. The CENTRAL BANK gives prompt written communication to the foreign financial enterprise of the entry in the REGISTER.”
5. Article 7 is replaced as follows: “Art. 7 - Variations to the Register
6. The AUTHORIZED SUBJECTS have the burden to communicate without delay to the CENTRAL BANK any variation of the information contained in the REGISTER, simultaneously requesting its update, with a specific written note, regardless of the fulfillment, in antecedent or subsequent period, of communication obligations concerning, in whole or in part, the same object and deriving from other supervision provisions.
7. Every variation communicated to the CENTRAL BANK and duly proven is annotated without delay on the REGISTER.
8. The CENTRAL BANK, in the absence of the communication referred to in the first paragraph, has the discretion to proceed ex officio to the update of the information contained in the REGISTER in cases where it has come to know the data in the exercise of its supervision functions.

Central Bank of the Republic of San Marino Regulation No. 2013-01: Update II of Regulation No. 2006-01 4 4. During the period in which the AUTHORIZED SUBJECT is subject to extraordinary administration, suspension of authorization, suspension of administrative bodies, suspension of payments or equivalent procedures in foreign legal systems, the adoption of the measure is indicated in the REGISTER. 5. Foreign financial enterprises, referred to in Article 3, first paragraph, letters b) and c), are required to communicate without delay to the CENTRAL BANK their submission to procedures of extraordinary administration, compulsory liquidation, ordinary liquidation, suspension of authorization and/or administrative bodies or equivalent procedures. 6. Specifically for operations concerning the variation of the shareholding of San Marinese financial enterprises, the CENTRAL BANK will vary the data contained in the REGISTER, at the following moments: a) for processes subject to authorization regime, once the communication of completed authorized acquisition is received; b) for processes subject to communication regime, once the specific communication is received. For all remaining cases, including those concerning foreign financial enterprises, the update will occur once received from the CENTRAL BANK the annual communication referred to in Articles V.V.4 of Regulations Nos. 2007-07 and 2011-03 or the mandatory communication transmitted by the AUTHORIZED SUBJECT pursuant to the previous paragraph 1, supported, in the case of a foreign financial enterprise, by the competent supervision authority.” 8. Article 8 is replaced as follows: “Art. 8 - Cancellation from the Register.

1. The CENTRAL BANK proceeds to the cancellation of the AUTHORIZED SUBJECTS from the REGISTER in the following cases: a) revocation of authorization pursuant to Article 10 of the LISF or analogous foreign measure; b) revocation of authorization pursuant to Article 85 of the LISF in relation to the opening of the compulsory administrative liquidation procedure or analogous foreign measure; c) forfeiture of authorization pursuant to Article 99 of the LISF in relation to the opening of an ordinary liquidation procedure consequent to the dissolution of the company, deliberated by the shareholders or declared by the Commissioner of the Law or analogous foreign measure; d) modification of the corporate object with renunciation of every reserved activity, pursuant to the combined application of Articles 8 and 47 of the LISF; e) merger by incorporation or through the constitution of a new company pursuant to Article 52 of the LISF..
2. In the cases referred to in the previous paragraph, the CENTRAL BANK proceeds to the cancellation simultaneously: a) to the revocation of authorization pursuant to Article 10 of the LISF; b) to the installation of the bodies of the compulsory administrative liquidation procedure pursuant to Article 89 of the LISF; c) to the ascertainment of the existence of the prerequisites for ordinary liquidation pursuant to Article 99 of the LISF;

Central Bank of the Republic of San Marino Regulation No. 2013-01: Update II of Regulation No. 2006-01 5 d) to the receipt from the San Marinese financial enterprise of a copy of the meeting minutes containing the statutory modification referred to in the previous paragraph 1 letter d), already authorized pursuant to Article 47 of the LISF; e) to the receipt from the San Marinese financial enterprise of certification attesting the entry in the REGISTER OF COMPANIES of the act of merger referred to in Article 98 of Law 23 February 2006 No. 47; f) to the receipt from the foreign financial enterprise of the communication referred to in the previous Article 7 paragraph 5, save for what is provided in paragraph 4 of the same Article 7, or in the cases referred to in the previous paragraph 1 letter d); giving immediate written communication to the cancelled financial enterprise. 3. Simultaneously with the cancellation referred to in paragraph 1, the CENTRAL BANK will proceed to catalog the subject in the separate section of the REGISTER named “List of Cancelled Subjects”, indicating, with reference to the date of cancellation: a) the company name; b) the registered office; c) the economic operator code; d) the number of entry in the Register of Companies; e) the number of entry in the REGISTER; f) the date of entry in the REGISTER; g) the authorized reserved activities; h) the date of cancellation from the REGISTER; i) the cause of cancellation among the 5 described in paragraph 1” 9. Paragraph 2 of Article 9 is replaced as follows: “2. The CENTRAL BANK publishes on its website the list of AUTHORIZED SUBJECTS and an extract of the REGISTER containing the most updated information and documents relating to the elements referred to in Article 3, second paragraph and following, as well as the separate section containing the List of Cancelled Subjects referred to in Article 8, third paragraph.” Article 2 – Entry into force and transitional provisions

1. This Regulation enters into force on 1 July 2013.
2. For the purposes of what is provided in paragraph 3 of the previous article with reference to shareholders holding stakes greater than 5%, the AUTHORIZED SUBJECTS for whom the data has not yet been the object of publication in the REGISTER, must transmit to the CENTRAL BANK, within the ten days prior to the entry into force of this Regulation, the list of subjects who, corresponding to the date of the communication, appear entered in their Shareholders' Book, specifying the percentage measure of the share participation attributable to each.
3. The publication in the REGISTER of the last three approved financial statements referred to in paragraph 3 of the previous article, proceeds, without retroactive effect, for the AUTHORIZED SUBJECTS for whom the document has not yet been

Central Bank of the Republic of San Marino Regulation No. 2013-01: Update II of Regulation No. 2006-01 6 object of publication in the REGISTER, from the financial statement relating to the first financial year subsequent to that of the entry into force of this Regulation and entails the obligation for each financial enterprise to transmit in electronic format to the CENTRAL BANK a copy of the next annual financial statements, complete with accompanying reports and certifications, within thirty days from their approval in the general meeting. Article 3 - Consolidated text of Regulation No. 2006-01

1. The text of Regulation No. 2006-01 consolidated with the modifications introduced by Regulation No. 2009-02 and by this Regulation will be made available on the website of the CENTRAL BANK (www.bcsm.sm). San Marino, 3 June 2013