Instruction No. 5/97 on the Approval of Wealth Management Companies

WEST AFRICAN MONETARY UNION REGIONAL COUNCIL FOR PUBLIC SAVINGS AND FINANCIAL MARKETS

INSTRUCTION NO. 5/97 ON THE APPROVAL OF WEALTH MANAGEMENT COMPANIES

Whereas the Convention of July 3, 1996 establishing the Regional Council for Public Savings and Financial Markets (hereinafter "Regional Council"), Whereas Article 21 of the annex to said Convention, Whereas Decision No. 001/97 of the Council of Ministers of the West African Monetary Union in its session of November 28, 1997 adopting the General Regulation on the Organization, Operation and Supervision of the regional financial market of the UMOA (hereinafter "General Regulation"), Whereas Article 69 of said General Regulation, Whereas the decision of the Regional Council in its session of November 29, 1997, THE REGIONAL COUNCIL HAS ADOPTED:

Article 1: Legal entities that, through placements and stock market transactions carried out by Securities Investment Companies (SGI), intervene discretely in the management of securities entrusted to them based on a management mandate established with their clients are considered Wealth Management Companies. These companies must not hold the securities and/or funds of their clients. The preceding provisions do not apply to persons appointed on a non-professional basis by the holder of a securities account under a standard power of attorney or a court decision. No one may exercise wealth management activities without being authorized by the Regional Council.

Article 2: The application file for authorization of a Wealth Management Company is submitted to the Regional Council. It must include the following documents: a) the company's articles of association, which must be incorporated as a corporation (société anonyme) and have its registered office within the territory of the West African Monetary Union, b) the amount and distribution of share capital, c) the composition of corporate bodies, d) the list of senior management and their criminal records, e) the guarantees and sureties provided, f) a detailed description of the resources deployed to exercise the activity, g) an insurance policy covering operational risks, h) a written commitment by the company to understand its clients' expectations and provide them with clear, prompt, and complete information on operations processed or to be processed on their behalf, i) for pre-existing companies, certified financial statements and balance sheets of the last three fiscal years by an auditor approved by the Regional Council, j) the amount of own funds defined as follows: . paid-up share capital, . + reserves, . + reserve-type provisions, . + retained earnings (credit balance), . + first-demand guarantees up to the amount of share capital, . - retained earnings (debit balance), . - projected current-year result, if deficit. k) any other supplementary document deemed necessary by the Regional Council.

Article 3: The minimum share capital of a Wealth Management Company is set at 40 million CFA francs. In addition, the minimum own funds of Wealth Management Companies must not fall below 40 million CFA francs during their existence.

Article 4: Wealth Management Companies must immediately inform the Regional Council for Public Savings and Financial Markets of modifications affecting the characteristic elements of their situation that were included in the initial approval application. The Regional Council assesses whether these modifications are likely to call into question the granted approval.

Article 5: The approval granted by the Regional Council is subject to the payment of a fee, the amount of which is fixed by instruction. 2

Article 6: The approval of a Wealth Management Company is published as a notice in the official stock exchange bulletin. Done at Ouagadougou on November 29, 1997 For the Regional Council The President L. NAKA 3