Financial Services (Licensing and Regulatory Requirements for Holding Companies) Directive, 2018

# GOVERNMENT NOTICE NO. 59

## FINANCIAL SERVICES ACT  
(Cap. 44:05)

### FINANCIAL SERVICES (LICENSING AND REGULATORY REQUIREMENTS FOR HOLDING COMPANIES) DIRECTIVE, 2018

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## ARRANGEMENT OF PARAGRAPHS

**PART I—PRELIMINARY**

1. Citation  
2. Interpretation  

**PART II—OBJECTIVES**

3. Objectives  

**PART III—STRUCTURE OF A HOLDING COMPANY**

4. Principal role of holding company  
5. Hierarchies of a financial institution  
6. Acquisition of a controlling interest in a financial institution  
7. Conversion to main line regulated financial services business  

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**PARAGRAPH**

8. Reversal of holding company structure  
9. Registrar’s power to direct dis-investment from subsidiaries and other investments  

**PART IV—LICENSING REQUIREMENTS**

10. Licensing of holding company  
11. Approval in principle  
12. Restriction on source of funding for equity  
13. Final approval  

**PART V—COMMENCEMENT OF OPERATIONS**

14. Commencement of operations  

**PART VI—CAPITAL REQUIREMENTS**

15. Capital requirements  

**PART VII—CORPORATE GOVERNANCE**

16. Corporate governance  
17. Limitations on management of subsidiaries and other investments  
18. Intra-group transactions  

**PART VIII—OWNERSHIP AND CONTROL**

19. Ownership and control  

**PART IX—PERMISSIBLE AND NON-PERMISSIBLE ACTIVITIES**

20. Permissible activities  
21. Non-permissible activities  

**PART X—ENFORCEMENT**

22. Effect of revocation of licence  
23. Monetary penalties  
24. Administrative penalties  

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IN EXERCISE of the powers conferred by section 21 (5) and section 34 (2) of the Financial Services Act, I, DR. DALITSO KABAMBE, Registrar of Financial Institutions, make the following Directive —

## PART I—PRELIMINARY

### Citation

1. This Directive may be cited as the Financial Services (Licensing and Regulatory Requirements for Holding Companies) Directive, 2018.

### Interpretation

2. In this Directive unless the context otherwise requires—

“control” means the ability to exert significant influence over the business or operations of an entity;

“holding company” means a body corporate that owns or controls at least two financial institutions one of which is a prudentially regulated financial institution being its subsidiaries or significant minority investment or interest;

“senior management official” means—  
(a) an executive officer;  
(b) head of department or function; or  
(c) an official who reports either directly to the Board, to a committee of the Board or to an executive officer; and

“significant minority investment or interest” means any ownership interest of 10% and above but less than 50% of the voting rights or capital held by the reporting holding company in the relevant entity.

## PART II—OBJECTIVES

3. The objectives of this Directive are to—  
(a) prescribe regulatory requirements for holding companies; and  
(b) specify information required by the Registrar in assessing licensing applications for holding companies.

## PART III—STRUCTURE OF A HOLDING COMPANY

4. (1) A holding company shall exist mainly to carry out investments in financial subsidiaries or significant minority investments or interests without engaging in the day to day management of the investments themselves.  
(2) Subparagraph (1) shall not apply to a financial institution whose licence authorizes the institution to provide other financial services, such as a bank or an insurance company.

5. A financial group shall have no more than two hierarchies, a parent and intermediate holding company.

6. (1) A holding company may acquire ownership or controlling interest in any financial institution or entity subject to the approval of the Registrar.  
(2) Where the entity in subparagraph (1) is not a financial institution, approval of the relevant regulator, if applicable, shall also be required.

7. A holding company that seeks to change its business to main line regulated financial services shall seek the prior approval of the Registrar.

8. Where a prudentially regulated financial institution opts to adopt the holding company or any other structure under the Act, the structure shall not be reversible except with the approval from the Registrar.

## PART IV—LICENSING REQUIREMENTS

9. The Registrar may direct a holding company to dis-invest from its subsidiary or significant minority investment or interest where in the opinion of the Registrar, the holding company is being run in a manner that is detrimental to the interests of depositors, policyholders, investors and other stakeholders of the subsidiary or significant minority investment or interest.

10. (1) A person shall not operate as a holding company unless licensed by the Registrar.  
(2) A holding company shall be a company limited by shares and licensed by the Registrar of Financial Institutions under section 21 of the Act.  
(3) An applicant shall complete and submit to the Registrar the application form set out in the First Schedule, hereto and provide all the information outlined in the Second Schedule.  
(4) The licensing process shall be in two phases—  
(a) approval in principle; and  
(b) final approval.

11. (1) An application for an approval in principle shall be accompanied at least by the following—  
(a) a non-refundable application fee of Malawi Kwacha equivalent of USD5,000 or such other sum as the Registrar may specify from time to time, payable to the Reserve Bank of Malawi through a bank certified cheque or electronic transfer;  
(b) evidence of availability of minimum start-up capital as prescribed in Part VI of this Directive;  
(c) detailed business plan or feasibility report which shall at a minimum include PART I—  
(i) objectives of the holding company and those of its subsidiaries or significant minority investment or interest it intends to establish or acquire;  
(ii) justification for applying for a holding company licence;  
(iii) ownership structure in a tabular form indicating the name of the proposed investor, profession or business and their percentage shareholding in the holding company;  
(iv) corporate group structure with shareholding percentage by the holding company in each of the subsidiaries or significant minority investment or interest;  
(v) profile of proposed investors;  
(vi) source of funding of the proposed equity contribution for each investor;  
(vii) corporate governance charter of the holding company stating the roles and responsibilities of the Board and its sub committees;  
(viii) criteria for selecting or appointing Board members;  
(ix) detailed profile of Board members;  
(x) fit and propriety declaration executed by prospective investors;  
(xi) list of proposed senior management officials and their profiles;  
(xii) a schedule of services to be rendered by the holding company;  
(xiii) three year projection on the operations of the holding company indicating expected growth, profitability and assumptions that form the basis of the financial projections;  
(xiv) details of information communication technology to be deployed; and  
(xv) a written and duly executed undertaking by the promoters or applicants that the holding company will be adequately capitalized for the volume and character of its business at all times and that the holding company shall always submit itself to the supervisory authority of the Registrar as a financial institution;  
(d) for foreign regulated investors who are financial institutions, the Registrar shall require a no objection letter from the regulatory authority of the home country;  
(e) shareholders agreement authorizing the establishment of the holding company;  
(f) proposed technical services agreement where applicable;  
(g) draft copy of the memorandum and articles of association which shall at minimum, contain—  
(i) object clause;  
(ii) subscribers to the memorandum and articles of association;  
(iii) procedure for amendment;  
(iv) procedure for share transfer or disposal; and  
(v) appointment of directors; and  
(h) any other information which the Registrar may prescribe or request.  
(2) Where the investors of a holding company are institutional investors, the Registrar shall require them to submit the following—  
(a) certificate of incorporation;  
(b) Board resolution supporting the company’s decision to invest in the equity shares of the proposed holding company;  
(c) names and business and residential addresses of owners, directors and their related companies if any;  
(d) audited financial statements and reports of the company and tax clearance certificate for immediate past 3 years; and  
(e) any other information which the Registrar may prescribe or request.

(3) Where the investors are natural persons, the Registrar shall require them to submit the following—
(a) name, contacts and addresses of the individual investors;
(b) certified personal bank statements; and
(c) any other information which the Registrar may prescribe or request.

Restriction on source of funding for equity
12.—(1) Where the source of funding for the equity contribution in terms of paragraph 11 is a loan or a debt instrument, the loan or the debt instrument shall be of at least 5 years tenure and shall not be a loan obtained from the Malawian banking system.
(2) Early redemption of the loan or the debt instrument referred to in subparagraph (1), shall be subject to the Registrar’s approval.

Final approval
13.—(1) The applicants or promoters of a holding company shall submit an application to the registrar for a final approval not later than 180 days after obtaining an approval in principal.
(2) The application shall be accompanied by the following—
(a) evidence of payment of capital contribution by each shareholder;
(b) certified true copy of certificate of incorporation of the holding company;
(c) certified copy of memorandum and articles of association;
(d) certified copy of allotment of shares;
(e) certified copy of particulars of directors;
(f) location of head office whether rented or owned for the holding company;
(g) schedule of changes if any in the Board, management and significant shareholding since the approval in principle;
(h) evidence of ability to meet technical requirements and modern infrastructural facilities such as office equipment, computers, telecommunications to perform holding company operations;
(i) copies of letters of offer and acceptance to employment in respect of the senior management team;
(j) organizational structure showing functional units, responsibilities, reporting relationships and grades of heads of departments; and
(k) Board and staff training program.

PART V—COMMENCEMENT OF OPERATIONS

Commencement of operations
14.—(1) A holding company shall commence operations within 12 months after being granted a licence.
(2) A holding company that fails to commence operations within the period prescribed in subparagraph (1), shall have its licence automatically withdrawn by the Registrar.
(3) Prior to commencement of operations, a holding company shall submit the following information to the Registrar—
(a) shareholders register;
(b) copy of share certificates issued to each shareholder;
(c) enterprise risk management framework;
(d) minutes of pre-commencement Board meeting; and
(e) date of commencement of operations.
(4) A holding company shall—
(a) comply with all directives, regulations and guidelines issued by the Registrar and other relevant laws;
(b) maintain adequate accounting system and records that capture all information which reflect the financial condition of the holding company; and
(c) ensure that the holding company and all its subsidiaries and significant minority investments or interests are adequately capitalized at all times.

PART VI—CAPITAL REQUIREMENTS

Capital requirements
15.—(1) A holding company shall comply with the following minimum start-up capital requirements—
(a) where the holding company intends to own or control a bank as one of its subsidiaries or significant investment or minority interest, the start-up capital shall be the minimum start-up capital applicable to a bank; and
(b) where the holding company intends to own or control only non-bank regulated financial institutions, the start-up capital shall be the prevailing highest start-up capital requirement for a non-bank financial institution.
(2) The minimum start-up capital required under subparagraph (1) shall be ordinary share capital in form of cash.
(3) Any breach of applicable capital adequacy directive by a subsidiary or significant minority investment or interest shall not be redressed by the mere fact that another subsidiary, significant minority investment or interest of the holding company has excess capital.
(4) A holding company shall not declare, credit or pay any cash dividends or make any transfer from the surplus if doing so would result in breach of capital and solvency prescribed in Registrar’s Directives.

PART VII—CORPORATE GOVERNANCE

Corporate governance
16.—(1) The Board of a holding company shall include at least one individual who is well versed in the practice and theory of each segment of the companies within the group.
(2) Appointment to the Board and senior management positions shall be in line with the requirements of the relevant directives on fit and proper requirements applicable to the respective subsidiaries and significant minority investments and interests.
(3) A holding company shall also comply with the relevant guidelines and directives for corporate governance applicable to the respective subsidiaries and significant minority investments and interests.

Limitations on management of subsidiaries and other investments
17. A holding company shall not—
(a) usurp the powers or functions of the Board or internal management responsibilities and obligations of any of its subsidiaries or significant minority investments or interests;
(b) interfere or be involved in day to day activities of the subsidiaries or significant minority investments or interests;
(c) have any of its officers or employees while in the employment of the holding company work for any subsidiary or significant minority investments or interests, except with the approval of the Registrar;
(d) engage the services of an employee of any of its subsidiaries or significant minority investments or interests, except with the approval of the Registrar;
(e) enter into any technical or management service agreements with any of its subsidiaries or significant minority investments or interests except as stipulated in this Directive; and
(f) purchase or dispose assets from or to its subsidiaries or significant minority investments or interests except with the approval of the Registrar.

Intra-group transactions
18.—A holding company shall not—
(a) engage in any transaction or maintain business relationship with its subsidiaries, significant minority investments or interests except where such transaction is conducted at arm’s length; and
(b) borrow from the Malawian banking system for the purpose of capitalizing itself, any of its subsidiaries, significant minority investments or interests.

PART VIII—OWNERSHIP AND CONTROL

Ownership and control
19.—(1) A holding company shall obtain the approval of the Registrar for the following, regardless of whether the changes shall be effected through the secondary market—
(a) any shareholding of 10% and above or any change in ownership that results in change in control of a holding company; and
(b) any shareholding of 10% and above or any change in the ownership of the subsidiaries or significant minority investments or interests.
(2) Subsidiaries or significant minority investments or interests of a holding company shall not acquire shares in the holding company.
(3) Except with the prior approval of the Registrar, subsidiaries or significant minority investments or interests of a holding company shall not acquire shares of other subsidiaries or significant minority investments or interests of their parent holding company.
(4) Notwithstanding subparagraphs (2) and (3), subsidiaries or significant minority investments or interests acting as nominees may with prior approval of the Registrar invest in any holding company on behalf of their clients provided however that the ultimate beneficiaries of such investments shall be disclosed to the Registrar when seeking approval.
(5) Where a holding company loses control in all subsidiaries or significant minority investments or interests in the group for a period exceeding 12 months, the holding company shall cease to be a holding company and its licence shall be surrendered to the Registrar for cancellation.
(6) Notwithstanding subparagraph (5), where a holding company loses control in all but one subsidiary or significant minority investments or interests in the group for a period exceeding 12 months, the holding company shall cease to be a holding company and its licence shall be surrendered to the Registrar for cancellation.
(7) Any transfer of business, amalgamation, merger or takeover involving the holding company with any other person shall not take effect unless with the prior approval of the Registrar.

PART VIII—PERMISSIBLE AND NON-PERMISSIBLE ACTIVITIES

Permissible activities
20.—(1) Except as provided in this Directive, the activities of the holding company shall be restricted to the holding of equities in its subsidiaries or significant minority investments or interests.
(2) A holding company may with prior approval of the Registrar provide shared services only in the following areas—
(a) human resources;
(b) internal audit;
(c) risk management and compliance;
(d) information communication technology;
(e) legal and company secretarial; and
(f) any other services as may be approved or prescribed by the Registrar.

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(3) A holding company shall provide shared services at arm’s length basis.

(4) A holding company that provides shared services shall seek the approval of its Board for all services before they are incorporated into a technical management agreement.

Non-permissible activities  
21 A holding company shall require the Registrar’s approval to—  
(a) hold equity investments in non-financial firms;  
(b) establish, disinvest and close subsidiaries or significant minority investments or interests; or  
(c) derive or receive income from sources other than the following—  
(i) dividend income;  
(ii) income from shared services where applicable;  
(iii) interest earned from idle funds invested in government securities or placements with banks or discount houses;  
(iv) profit on disinvestment from subsidiaries or significant minority investments or interests; or  
(v) any other sources as may be approved by the Registrar.

PART IX—ENFORCEMENT

Effect of revocation of licence  
23. Where the Registrar revokes a holding company’s licence, the holding company shall automatically become unfit and improper to remain a shareholder in its subsidiaries or significant minority investments or interests.

Monetary penalties  
24.—(1) With respect to monetary penalties for violations of this Directive that may be imposed by the Registrar, the following shall apply—  
(a) for a holding company up to K50,000,000; and  
(b) a natural person who is a member of the Board, or senior management up to K10,000,000.  
(2) the penalty prescribed in sub-paragraph (1) shall be paid through a cheque or electronic transfer payable to the Reserve Bank of Malawi within 10 working days after being notified by the Registrar.

Administrative penalties  
25. In addition to the monetary penalty imposed in paragraph 24 (1), the Registrar may impose directions, administrative penalties and enforcement action as provided under the Act.

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FIRST SCHEDULE (para. 10 (3))  
APPLICATION FORM  

SECTION I—PROPOSED HOLDING COMPANY  

This section requests information about the proposed holding company. A complete Section 1 must be filled out and submitted.  

1. Name. Please state name of the proposed holding company.  
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2. Legal form. Indicate the legal form of the proposed holding company (e.g. private limited company, public, etc).  
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3. Incorporation. Date and place of incorporation.  
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4. Head Office. Proposed place of head office in Malawi.  
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5. Business Place. State the proposed places of business in Malawi.  
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6. Directors and Executive Officers. State the names, addresses and occupation of the individuals who will be directors of the proposed holding company.  
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7. Executive Officers. State the names and occupation of all executive officers identified for the proposed holding company.  
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8. Capital Structure. Indicate the capital structure of the proposed holding company—  
(a) authorized capital K...........................................................  
(b) paid-up capital K...........................................................  
(c) total authorized shares K...........................................................  
(d) total issued shares K...........................................................  
(e) par value per share K...........................................................

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9. Shareholder List. (Provide a complete list of the initial shareholders of the proposed holding company. Indicate the name of the shareholder, address and physical location, nationality, number of shares and percentage to be owned by each investor). Also attach their resumes, and indicate sources of funding for their respective equity contribution, including certified bank statements (in the case of individual shareholders).  

For corporate investors, please provide their respective certificates of incorporation, audited financial statements and reports of the company and tax clearance certificates for immediate past 3 years; respective copies of board resolution supporting their respective companies’ decisions to invest in the equity shares of the proposed holding company; and list of names and addresses (business and residential) of owners, directors and their related companies, if any.  
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10. Acquisition Debt. To what extent will borrowed or encumbered funds be used by the initial shareholders, either directly or indirectly, to purchase their shares? Provide full details on the amounts, sources, collateral, and repayment terms for any such borrowed funds.  
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11. Financial Services. What type of financial institutions shall form subsidiaries and significant minority investments or interests of the proposed holding company? Attach list of proposed products and services to be offered by the financial institutions that shall be subsidiaries and significant minority investments or interests of the proposed holding company.  
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12. Premises. Describe the premises and equipment to be utilized by the proposed holding company indicating whether owned or leased, costs of acquisition or lease payments, from whom purchased or leased, and how such premises and equipment were determined to be adequate.  
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13. Business Plan. Please provide a business or strategic plan for the proposed holding company covering a minimum of three years including the sources, nature and scale of business envisaged, balance sheet and profit and loss projections for each year and details of staffing and management. Assumptions used in preparing the plan and the financial projections should be realistic and based on actual comparative data for the

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market to be served by the subsidiaries and significant minority investments or interests and the current economic environment.  
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14. Memorandum and Articles of Association. Please provide certified copies of the Memorandum and Articles of Association of the proposed holding company and if applicable its by-laws.  
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15. Additional Information. Please provide any additional information regarding the proposed holding company which may assist the Registrar in reaching a decision on the application.  
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BUSINESS PLAN  
Introduction  

An applicant should submit a Business Plan in the format set out below. The format is only a minimum guide. Alternative formats may be used provided all pertinent information is included. The plan, at a minimum, should identify the proposed markets to be served, products and services to be offered, projected profitability, capital adequacy, and managerial resources and capabilities. The plan should include at least three years’ operating projections and should contain sufficient information to demonstrate a reasonable likelihood of success.  

SUGGESTED FORMAT  

I. Identifying Information.  
(a) Name and location. State the name and physical location of the proposed holding company including locations of any branches, where applicable;  
(b) Corporate structure. Describe and provide a diagram of the proposed holding company’s corporate structure including any parent company, if any, subsidiaries, significant minority investments or interests, or affiliated entities;  
(c) Origin and basis. Briefly discuss how the organizing group came together and the reasons for wanting to start a holding company.  

II. Market Analysis.  
(a) Market. Identify the market to be served by the proposed holding company’s subsidiaries, significant minority investment, interest or affiliates;

(b) Economy. Describe the economic characteristics of the target market of the holding company operations and of its subsidiaries and significant minority investment or interest. Include any anticipated changes in the market, factors influencing such changes, and possible effect on the proposed holding company.

III. Business Strategy and Objectives. (a) Services. Briefly describe the services to be offered by the proposed holding company's subsidiaries and significant minority investments and interests and affiliates. State and list all the envisaged products and services including fiduciary services of the holding company or its subsidiaries and significant minority investment or interest, if any; (b) Assumptions. List major assumptions upon which projections are based. Include, at a minimum: market growth rates, competition, interest rates, cost of funds, overhead, asset-liability mix, returns on assets and equity, dividends, and capital ratios both leverage and risk based ratios; (c) Pro forma statements. Provide pro forma balance sheets and income (profit and loss) statements for three years. Show expected asset-liability mixes, volume of each type of service to be offered, fixed asset investment, and compensation to be given to management and staff; (d) External audits. Indicate the provisions made for an annual external audit as is required by the Act.

IV. Leadership and Management. (a) Officers and remuneration. Provide a list of officers showing the fees, salaries, and other forms of remuneration or benefits to be given to each individual; (b) Insider agreements. Describe any agreements the proposed holding company intends to enter into with its subsidiaries, significant minority investment or interest, or any of holding company's directors, executive officers, or principal shareholders; or with any organization or affiliate controlled by a director, executive officer, or principal shareholder. Provide copies of any such agreements including specific details of rates and terms and comparative market data upon which the rates and terms are based.

V. Capitalization and Additional Sources. (a) Capital plan. Describe plans for financing growth, internally or externally, over the first 3 years of operation; (b) Additional capital sources. Describe what sources of additional capital are available should the need arise.

SECTION II—INDIVIDUAL SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS This section requests biographical and financial information on individuals who are proposing to become principal shareholders, directors and executive officers of the proposed holding company. A complete Section II must be filled out and submitted by each principal shareholder, director or executive officer.

1. Name and Address. State name and address.

2. Position. State the position or title in the proposed holding company.

3. Nationality. State nationality and passport number— (a) nationality (b) passport number

4. Date of Birth. State date and place of birth— (a) place of birth (b) date of birth

5. Role, Responsibility, and Reporting. What role will you have in organizing and managing the affairs of the proposed holding company? Indicate to whom you will report and/or from whom you will receive directions or instructions. If you will be an executive officer, describe the specific duties and responsibilities for the position to be held. If you will be a director and will also have executive officer responsibilities within the proposed holding company, indicate the nature and extent of such responsibilities.

6. Qualifications. Provide your professional and educational qualifications, listing in reverse chronological order, i.e. most recent first.

Degree or Certificate	Issued By:	Date Received

7. Employment History. Provide the following information, in reverse chronological order, regarding your employment history and professional experience during the past ten years— (a) name and address of employer (b) nature or type of business (c) title and duties or responsibilities (d) date employed (e) date and reason for leaving

8. Affiliations. State the name of any other holding company or financial institution with which you are now or will be affiliated as a director or executive officer. Indicate your

title or official capacity, duties or responsibilities in the other holding company, and describe any relationship which now exists or will exist between the other institution and the proposed holding company.

9. Shareholding. If you are now or ever have been a principal shareholder (owning 10% or more of equity or voting stock) of any other holding company or financial institution, provide details thereof including any relationship which now exists or will exist between the other institution and the proposed holding company.

10. Professional Membership. If you are or will be a member of any professional or trade association concerned with financial activities, in Malawi or outside Malawi. In addition provide details including whether such membership has ever been refused or terminated.

11. Discipline. Have you ever been censured, prosecuted, warned as to conduct, disciplined, or made subject to a court order at the instigation of any governmental department or agency, professional association, or other regulatory body established under the Laws of Malawi or their substantial equivalent outside Malawi? If yes, provide details.

12. Convictions. Have you ever been convicted of any offence, or has a petition for an administrative order or the substantial equivalent thereof been served on you, in Malawi or outside Malawi, within the last 7 years? If yes, provide details.

13. Investigations. Have you ever been or are you now subject to an investigation in Malawi or outside Malawi, by or at the instigation of any governmental department or agency, professional association, or other regulatory body? If yes, provide details.

14. Judgement. Have you within the last seven years, failed to satisfy within one year a judgement of debt under a court order in Malawi or outside Malawi? If yes, provide details.

15. Fraud. Have you ever been adjudged by a court in Malawi or outside Malawi, to be civilly liable for fraud, malfeasance, or any other misconduct? If yes, provide details.

16. Bankruptcy. Have you been adjudged bankrupt by a court, in Malawi or outside Malawi, or has a bankruptcy petition ever been served on you within the last seven years, have you made any compromise arrangement or otherwise failed to satisfy your creditors in full within the last ten years? If yes, provide details.

17. Receivership. Has a receiver or an administrator of any of your property been appointed within the last 7 years in Malawi, or has the substantial equivalent of any such receiver been appointed in any other jurisdiction? If yes, provide details including whether the receiver or equivalent thereof is still acting under the appointment.

18. Winding-Up. Has any body corporate, partnership or unincorporated institution with which you were associated as a shareholder, director, or manager, in Malawi or outside Malawi, been wound up, made subject to an administration order, made any compromise or arrangement with its creditors or ceased trading either while you were associated with it or within one year after you ceased to be associated with it or has anything analogous to any of these events occurred under the laws of any other jurisdiction. If yes, give particulars.

19. How many shares of stock in the proposed holding company are or will be registered in your name or in the name of a related party? State the names in which the shares will be registered and the class of shares if other than common shares

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20. Beneficial Interest. How many shares of stock in the proposed holding company, which are not registered in your name or in the name of a related party, will you have a beneficial interest in? State the names in which the shares will be registered and the nature of the beneficial interest.

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21. Trustee or Nominee. Will you or any party related to you hold shares in the proposed holding company as a trustee or nominee? If yes, provide details.

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22. Assignments or Pledges. Are, or will any of the shares described in response to Questions 19 to 21 be equitably or legally assigned or pledged to any other party? If yes, provide details.

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23. Voting Authority. What proportion of the voting power at any general meeting of the proposed holding company, or of any other organization of which the proposed holding company is a subsidiary, will you be entitled to vote or exercise control over? Provide details of such voting authority or control.

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24. Indirect Authority. If the exercise of voting power at any general meeting of the proposed holding company, or of any other organization of which the proposed holding company is a subsidiary, is or may be controlled or influenced by someone other than yourself, provide the identity of that person and the proportion of voting power so controlled or influenced.

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25. Financial Data. Provide all such financial data that will reflect your assets and liabilities including bank accounts and information on other business run or owned by you.

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