Notice No. 11/2024 of December 20

PUBLISHED IN THE OFFICIAL GAZETTE, FIRST SERIES, NO. 242, OF DECEMBER 20, 2024

NOTICE NO. 11/2024

SUBJECT: FINANCIAL SYSTEM − Authorization for the Establishment of Banking Financial Institutions

Given the need to define the requirements for the establishment of Development Banks, it is necessary to revise Notice No. 09/2020 of April 03, regarding Requirements and Procedures for the Authorization of Establishment of Banking Financial Institutions;

Under the combined provisions of Article 36 of Law No. 14/21 of May 19 - General Regime of Financial Institutions Law, with letters d) and f) of paragraph 1 of Article 31 and paragraphs 1 and 3 of Article 98, both of Law No. 24/21 of October 18, National Bank of Angola Law.

DETERMINES:

CHAPTER I General Provisions

Article 1. (Object and Scope)

1. This Notice establishes the requirements and procedures for the authorization of the establishment of Commercial Banks and Development Banks, as well as the establishment of Branches, Agencies, and Representation Offices of Banking Financial Institutions headquartered abroad.
2. This Notice also establishes the requirements and procedures for the authorization of the establishment abroad of Branches, Agencies, and Representation Offices of Banking Financial Institutions authorized by the National Bank of Angola.

Article 2. (Definitions) For the purposes of this Notice, the following shall be understood as: a) Director: the person responsible for a function or Organizational Unit, who exercises significant influence on the management of the institution's routine affairs, reporting directly to the governing body, or, depending on the organizational structure, to one of the members of the governing body; b) Economic Group: a set of Financial Institutions, whether Banking or Non-Banking, and Non-Financial Companies, in which a relationship of control exists from one institution to the others; c) Financial Group: a set of resident and non-resident companies having the nature of a Financial Institution, with the exception of Financial Institutions linked to insurance and social security activities, in which a relationship of control exists on the part of a Parent Company supervised by the National Bank of Angola over the other companies comprising it; d) Related Parties: holders of qualified or non-qualified participations, entities that are, directly or indirectly, in a relationship of control or group, members of the governing and supervisory bodies of Financial Institutions and their spouses, descendants, or ascendants up to the 2nd degree of the direct line, considered the ultimate beneficiaries of the transactions or assets; e) Control Relationship: as defined in the General Regime of Financial Institutions Law; f) Development Bank: a public law legal entity, endowed with legal personality, administrative, financial, and patrimonial autonomy, with the nature of a Public Financial Institution whose focus is the encouragement and promotion of the country's economic development.

CHAPTER II Activity in Angola

SECTION I General Authorization Requirements for Establishment

Article 3. (General Principles of Establishment Authorization)

1. The requirements for obtaining authorization for the establishment of a Commercial Bank and a Development Bank, including the establishment or setting up of a Branch, Agency, or Representation Office of an Institution with effective headquarters in a foreign country, in Angola, must be adapted to the size, nature, and complexity of the activity of the institution to be established, its risk profile, and its importance for the stability of the Financial System.
2. The authorization request must be adequately supported by the documentation required under this Notice, although additional information and documentation may be requested whenever deemed necessary for a proper analysis and investigation of the establishment process.
3. Without prejudice to the provisions of the preceding paragraphs, Development Banks are established as instruments for executing Angola's Socioeconomic Development Policy, in the form of a public capital-only joint-stock company.
4. The creation of Development Banks follows the principle of specialization and may have provincial or regional representations.
5. The Supervisory Authority of the Development Bank must adapt the requirements and procedures under this Notice.

Article 4. (Authorization Request for Establishment)

1. The request for authorization for the establishment of Commercial Banks, Development Banks, and the establishment of a Branch, Agency, or Representation Office of a Banking Financial Institution headquartered abroad, must be submitted with the information and documentation required under Article 51 of Law 14/21 of May 19, General Regime of Financial Institutions Law, as well as those contained in Annexes I, II, and III of this Notice, which are an integral part thereof.
2. Without prejudice to the preceding paragraph, documentation regarding the proposed Managers or Directors of the agency to be established must additionally be submitted, in accordance with the provisions of the Notice on the Special Register.
3. If the proposed shareholder is a collective interest center without legal personality (trusts) or any other entity without legal personality, the completion of Annex II of this Notice shall apply, with due adaptations.
4. The information and documentation requested in Annex III of this Notice must be in accordance with the size, nature, and complexity of the intended business.

SECTION II Specific Requirements for the Establishment of Agencies and Representation Offices

Article 5. (Agency Establishment Requirements)

1. Without prejudice to the provisions of paragraphs 1 to 4 of Article 89 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, for the purposes of paragraph 5 of the same article, the establishment of an Agency in Angola of a Banking Financial Institution, with its main and effective headquarters of administration in a foreign country, the applicant must present to the National Bank of Angola the following elements, issued by the supervisory authority of the country of origin: a) The activity program, indicating, among other things, the type of operations to be carried out and the organizational structure of the Agency, as well as the certificate that such operations are included in the authorization of the Banking Financial Institution; b) The amount of the regulatory own funds of the Banking Financial Institution; c) The solvency ratio of the Banking Financial Institution; d) The detailed description of the deposit guarantee system that the Banking Financial Institution participates in and ensures the protection of the Agency's depositors; and, e) The detailed description of the investor compensation system that the Banking Financial Institution participates in and ensures the protection of the Agency's investor clients.
2. Whenever the applicable legal and regulatory requirements in the applicant's country of origin do not determine the observance of the elements referred to in letters a), d), and e) of the preceding paragraph, the authority of the applicant's country of origin must expressly indicate this fact in the communication to be provided to the National Bank of Angola, and this shall not be a condition for the refusal of the agency establishment authorization request.

Article 6. (Representation Offices) Without prejudice to the conditions for opening representation offices in Angola provided for in Decree No. 37/92 of August 7, for the purposes of paragraph 1 of Article 96 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, the request for authorization for the establishment of a representation office must be submitted to the National Bank of Angola, with the information and documentation contained in Annex I of this Notice, and complementary elements deemed relevant by the National Bank of Angola for the processing of the file may be requested.

SECTION III Processing of the Authorization Request

Article 7. (Processing of the Authorization Request for Establishment) Applicants must designate a technical manager, by power of attorney, who will represent them all before the National Bank of Angola and indicate a domicile in Angola for the purposes of notification or correspondence.

Article 8. (Analysis of the Authorization Request for Establishment)

1. At any time during the file analysis, if it is found that the authorization request for the establishment of a Banking Financial Institution is insufficiently documented, the National Bank of Angola shall formally notify the technical manager to remedy the identified deficiencies, under the conditions and deadlines set by itself.
2. The National Bank of Angola may request any complementary information or procedures from the applicant(s), carry out investigations it deems necessary or useful for the decision on the request, and summon for an interview the proposed founding shareholders, beneficial owners, members of the governing bodies, directors, or managers of the Institution.

Article 9. (Business Plan Compliance)

1. The activity of the authorized Banking Financial Institution must take into account what is provided for in the submitted business plan.
2. The Banking Financial Institution must, during the first 3 (three) economic years, demonstrate in the annual report and accounts the adequacy of the operations carried out to the strategic objectives defined in the authorization request.
3. If during the first 3 (three) economic years, the adequacy of the operations to the strategic objectives is not verified, the Institution must submit a well-founded justification to the National Bank of Angola.
4. The justification referred to in the preceding paragraph must follow the instructions established in Article 51 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law.

CHAPTER III Activity Abroad

Article 10. (Authorization for Branch, Agency, and Representation Office) The establishment of a Branch, Agency, or Representation Office abroad of a Banking Financial Institution under the supervision of the National Bank of Angola depends on the submission of the information and documentation contained in Annex I, and, in the case of Branches and Agencies, the information contained in Sections I, II, V, and VI of Annex II of this Notice, with due adaptations.

Article 11. (Commencement and Closure of Activities) The commencement and closure of activities of Agencies or Representation Offices of Banking Financial Institutions under the supervision of the National Bank of Angola, located abroad, must be communicated to the National Bank of Angola within a maximum period of 30 (thirty) days, counting from the date of the respective occurrence.

Article 12. (Installation Request)

1. The Institution has a maximum period of 12 (twelve) months, counting from the date of the authorization granted by the National Bank of Angola, for the establishment of the Agency or Representation Office.
2. Failure to comply with the deadline provided for in this article must be justified to the National Bank of Angola, which may extend the granted authorization by an additional 6 (six) months, only once.

Article 13. (Foreign Authorities) Banking Financial Institutions under the supervision of the National Bank of Angola that have an Agency or Representation Office abroad must send to the National Bank of Angola the reports, inquiries, or requests for clarification made by foreign regulatory or supervisory entities, as well as their respective responses.

CHAPTER IV Final Provisions

Article 14. (Commencement of Activity) Non-Banking Financial Institutions must communicate in advance to the National Bank of Angola the date of commencement of activity, at least 1 (one) month in advance.

Article 15. (Inspection) The commencement of activity, within the period provided for in Article 56 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, is preceded by the result of the inspection of the Banking Financial Institution's premises.

Article 16. (Documents)

1. Any official document required in this Notice must have been issued less than 3 (three) months ago.
2. In the case of foreign or non-resident individuals or legal entities, the demonstration of the truthfulness of the information provided must be proven through any document, means, or diligence considered valid, suitable, and sufficient, namely, through an equivalent document issued by a competent entity in the country of origin.
3. All documents intended to support the authorization request drafted in a foreign language must be translated into Portuguese and duly certified.

Article 17. (Repealing Clause) Notice No. 09/20 of April 03, regarding the Authorization for the Establishment of Banking Financial Institutions, is hereby repealed.

Article 18. (Entry into Force) This Notice enters into force on the date of its publication.

PUBLISHED. Luanda, December 19, 2024. THE GOVERNOR MANUEL ANTÓNIO TIAGO DIAS

This Annex must be completed in Word format and sent to the Integrated Licensing System for Financial Institutions – SILIF or to the electronic mail of the Department of Regulation and Organization of the Financial System (dro@bna.ao). Notwithstanding the preceding paragraph, the authorization request for establishment will only be considered formally delivered upon receipt of this document, in duplicate, duly completed in Portuguese and signed by the applicant(s), at the following address: National Bank of Angola Av. 4 de Fevereiro n.º 151, Luanda - Angola | P.O. Box 1243 Luanda (+244) 222 339 125 http://www.bna.ao/ CONTINUATION OF NOTICE NO. 11/2024 Page 10 of 50

ANNEX I Application for Authorization for the Establishment of a Banking Financial Institution In order to verify compliance with the legal requirements established in Articles 51, 89, and 95 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, and under the terms of this Notice, the applicant(s) wishing to establish a Banking Financial Institution must submit the following information and documentation: a) General information on the Financial Institution to be established (Section I); b) Authorization request for the establishment of a Financial Institution by the applicant(s) duly signed by all founding shareholders or by the legal representative of a Financial Institution in the case of opening an agency or representation office (Section II); c) Identification of the technical manager responsible for conducting the authorization establishment process (Section III).

This Annex must be completed in Word format and sent to the Integrated Licensing System for Financial Institutions – SILIF or to the electronic mail of the Department of Regulation and Organization of the Financial System (dro@bna.ao). Notwithstanding the preceding paragraph, the authorization request for establishment will only be considered formally delivered upon receipt of this document, in duplicate, duly completed in PORTUGUESE and signed by the applicant(s), at the following address: National Bank of Angola Av. 4 de Fevereiro n.º 151, Luanda - Angola | P.O. Box 1243 Luanda (+244) 222 339 125 http://www.bna.ao/ CONTINUATION OF NOTICE NO. 11/2024 Page 11 of 50

Section I – General Information

1. The applicant must only fill in the fields applicable to the type of Banking Financial Institution they intend to establish: 1.1 Financial Institution Intending to Conduct Activity in Angola A. Type of Financial Institution to be established i. Commercial Bank ii. Development Bank iii. Agency in Angola of a foreign Financial Institution iv. Representation Office in Angola of a foreign Financial Institution B. If option A. iii or A. iv was selected, indicate the corporate name of the Financial Institution headquartered abroad C. If option A. iii or A. iv was selected, indicate the main and effective headquarters of administration of the Financial Institution D. If option A. iii or A. iv was selected, indicate the name of the supervisory authority of the Financial Institution E. Intended address in Angola

This Annex must be completed in Word format and sent to the Integrated Licensing System for Financial Institutions – SILIF or to the electronic mail of the Department of Regulation and Organization of the Financial System (dro@bna.ao). Notwithstanding the preceding paragraph, the authorization request for establishment will only be considered formally delivered upon receipt of this document, in duplicate, duly completed in PORTUGUESE and signed by the applicant(s), at the following address: National Bank of Angola Av. 4 de Fevereiro n.º 151, Luanda - Angola | P.O. Box 1243 Luanda (+244) 222 339 125 http://www.bna.ao/ CONTINUATION OF NOTICE NO. 11/2024 Page 12 of 50

1.2 Authorized Financial Institution Intending to Conduct Activity Abroad A Type of Financial Institution to be established i. Branch abroad ii. Agency abroad iii. Representation Office abroad B Corporate name of the applicant C Registration number of the applicant D Country where the Financial Institution is intended to be established E Name of the supervisory authority of the Country where the Financial Institution is intended to be established

CONTINUATION OF NOTICE NO. 11/2024 Page 13 of 50

Section II - Request Excellency the Governor of the National Bank of Angola Under the provisions of Article 78 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, and Articles 10, 11, and 12 of this Notice, the undersigned, in the capacity of [fill in if proposed founding shareholder(s) or legal representative(s)] of the Banking Financial Institution [fill in with corporate name], with headquarters at [fill in with headquarters address], hereby request the National Bank of Angola to approve the project for [fill in if establishment or setting up] of [fill in if financial institution, branch, agency, or representation office] in [fill in country where establishment is intended]. The undersigned declare, under oath of honor, that the information provided corresponds to the truth, having omitted no facts that could be relevant for the evaluation of their project. They further declare that they are aware that failure to comply with duties of information, communication, or clarification to the National Bank of Angola may lead to the refusal of the authorization request for establishment, and that providing false declarations constitutes a legally punishable offense under letter p) of Article 387 of Law No. 14/21 of May 19, General Regime of Financial Institutions Law, without prejudice to applicable criminal sanctions. They finally commit, lastly, to communicate to the National Bank of Angola immediately upon verification, all facts capable of modifying any of the information provided above. Finally, the undersigned, in the capacity of [fill in if proposed founding shareholder(s) or legal representative(s)] of the authorized Financial Institution, authorize the National Bank of Angola to access information regarding them, contained in any public or private registration and information system, for the purposes of analyzing this request. In these terms, they request and await approval. Place and date:

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Signature(s) of the applicant(s): (Signature according to ID) (Signature according to ID) (Signature according to ID) (Signature according to ID) (Signature according to ID) (Signature according to ID) (Note: the request must be signed by the proposed shareholder(s) or by their legal representative(s), and a certified copy of the power of attorney granted to the representative(s) must be attached for due purposes.

CONTINUATION OF NOTICE NO. 11/2024 Page 14 of 50

2. Attached to the Authorization Request for the Establishment of a Banking Financial Institution are the Following Documents Checked Below: a) Draft statutes b) Feasibility study c) Proof of prior deposit d) Document proving no objection to the establishment of the institution from the parent company's supervisor e) If applicable, copy of the usufruct contract relating to corporate participations f) If applicable, proposal for shareholders' agreements g) If applicable, certificate of admissibility for the purpose of the designation or corporate name of the institution to be established h) If applicable, copy of the statutes of the Financial Institution headquartered abroad duly authenticated i) If applicable, certificate issued by the supervisory authority of the country of origin that the operations of the branch, agency, or representation office are included in the authorization of the Financial Institution and that there is no impediment to opening the institution j) If applicable, proof of a prior deposit corresponding to 5% (five percent) of the minimum share capital, which may be replaced by a bank guarantee accepted by the National Bank of Angola with a minimum term of 6 (six) months k) If request for authorization for the establishment of a representation office, the applicant must identify the strategic objectives of the Financial Institution with a description of the main reasons that motivated the operation, the strategic development plan, and identification of market opportunities that justify the operation

CONTINUATION OF NOTICE NO. 11/2024 Page 15 of 50

Section III – Identification of the Technical Manager 3. Information on the technical manager, i.e., contact person responsible for ensuring...