General Decision No. 3 of April 24, 2000 on the Statute of Stock Exchange Intermediaries

General Decision No. 3 of April 24, 2000 in application of the statute of stock exchange intermediaries

1 GENERAL DECISION OF THE FINANCIAL MARKET COUNCIL NO. 3 dated April 24, 2000 regarding the required documents for the preliminary approval files and definitive approval files of a stock exchange intermediary, as well as for all subsequent modifications to the approval.

The College of the Financial Market Council, meeting on February 24, 2000, Having regard to Law No. 94-117 of November 14, 1994 on the reorganization of the financial market and in particular its Articles 28, 31, 48, and 58; Having regard to Decree No. 99-2478 of November 1, 1999 establishing the statute of stock exchange intermediaries and in particular its Articles 8, 11, and 19, Has decided:

Article 1 The preliminary approval file of a stock exchange intermediary shall include the following documents: Paragraph 1: For natural persons:

• a completed information form issued by the Financial Market Council;
• a copy of the national identity card;
• an extract from the criminal record;
• a curriculum vitae;
• a certificate of non-insolvency;
• a residence certificate;
• a medical certificate attesting that the applicant is physically and mentally fit to exercise their activities;
• a certified copy of the required diplomas;
• proof of the applicant's professional experience in stock exchange intermediation;
• a certificate of passing the professional aptitude test;
• an undertaking to engage in stock exchange trading and registration activities;
• the documents concerning the control officer listed in Article 3 of this General Decision. Paragraph 2: For joint-stock companies:
• a completed information form issued by the Financial Market Council;
• a copy of the draft articles of association;
• the provisional list of founding shareholders;
• the curriculum vitae of shareholders holding more than 10% of the company's capital, as well as that of the company's executives;
• an extract from the criminal record of the company's executives;
• a certificate of non-insolvency for the company's executives;
• proof of the professional experience of the Chairman and Chief Executive Officer or the General Manager in stock exchange intermediation;
• the documents concerning the control officer listed in Article 3 of this General Decision.

Article 2 The definitive approval file of a stock exchange intermediary shall include the following documents: Paragraph 1: For natural persons:

• a copy of the proposed organizational chart;
• the definitive list of personnel to be employed, indicating their qualifications;
• a copy of the insurance contract against material risks inherent to the stock exchange intermediary's activity, specifically covering loss, theft, and destruction of funds and securities entrusted by clients, specifying the extent of coverage;
• a descriptive report of premises dedicated to stock exchange intermediation, along with proof of ownership or lease for these premises for a period of at least two years. Paragraph 2: For joint-stock companies:
• a copy of the proposed organizational chart;
• a copy of the duly registered articles of association;
• a copy of the minutes of the constituent general meeting;
• a copy of the minutes of the first board of directors meeting;
• the subscription and payment declaration;
• the list of shareholders;
• a copy of the insurance contract against material risks inherent to the stock exchange intermediary's activity, specifically covering loss, theft, and destruction of funds and securities entrusted by clients, specifying the extent of coverage;
• a descriptive report of premises dedicated to stock exchange intermediation, along with proof of ownership or lease for these premises for a period of at least two years.

Article 3 When designating or replacing the control officer, the stock exchange intermediary must submit to the Financial Market Council the following documents:

• the control officer's curriculum vitae;
• a copy of their national identity card;
• a certified copy of their diplomas;
• a residence certificate;
• an extract from their criminal record;
• a medical certificate attesting that the control officer is physically and mentally fit to exercise their activities;
• proof of at least five years' professional experience of the control officer in stock exchange intermediation.

Article 4 In the event of converting a stock exchange intermediation establishment operated by a natural person into a joint-stock company, the conversion application must be accompanied by the documents required for joint-stock companies as well as those specified in Article 3 above, where applicable.

Article 5 Any extension or restriction of already approved activities requires a modification of the approval. Modification applications are subject to both preliminary and definitive approval by the Financial Market Council.

Article 6 The file submitted in support of a modification application to obtain preliminary approval includes the following documents: Paragraph 1: For natural persons:

• The list of personnel assigned to the new activities, indicating their qualifications;
• a descriptive report of the measures taken for exercising the requested activities. Paragraph 2: For joint-stock companies:
• The draft amendments to the company's articles of association, where applicable;
• the provisional list of shareholders.

Article 7 The file submitted in support of a modification application to obtain definitive approval includes the following documents: Paragraph 1: For natural persons:

• a copy of the proposed organizational chart;
• a copy of the insurance policy extension, where applicable. Paragraph 2: For joint-stock companies:
• a copy of the articles of association as amended;
• a copy of the minutes of the extraordinary general meeting that decided these modifications;
• the list of shareholders;
• a copy of the proposed organizational chart;
• a copy of the insurance policy extension, where applicable;
• copies of proof of capital increase, where applicable.

Article 8 This General Decision shall be published in the Official Bulletin of the Financial Market Council following the visa of the Minister of Finance.

Tunis, April 24, 2000 Visa For the College of the Financial Market Council Minister of Finance President Taoufik BACCAR Béchir EL YOUNSI