BANQUE CENTRALE DU CONGO

LE GOUVERNEUR

INSTRUCTION 41 TO MICROFINANCE INSTITUTIONS REGARDING CONDITIONS FOR LICENSING, AMENDMENT OF STATUTES, AND OTHER ELEMENTS CONTRIBUTING TO THE GRANTING OF LICENSING

(Modification No. 1)

The Central Bank of Congo,

Having regard to the Organic Law No. 18/027 of December 13, 2018, on the organization and functioning of the Central Bank of Congo, particularly Articles 10, 11, and 25;

Having regard to Law No. 22/069 of December 27, 2022, on the activity and supervision of Credit Institutions, particularly Articles 7 and 27;

Having regard to Law No. 002/2002 of February 2, 2002, on provisions applicable to Savings and Credit Cooperatives, particularly Title III and Articles 14 to 19, and 44 to 47;

Having regard to Law No. 11/020 of September 15, 2011, establishing rules relating to the microfinance activity in the DRC, particularly Title II;

Having regard to Law No. 22/068 of December 27, 2022, on the fight against money laundering and the financing of terrorism and the proliferation of weapons of mass destruction, particularly Titles I and III;

Enacts the following provisions:

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TITLE I: GENERAL PROVISIONS

CHAPTER I: OBJECT AND SCOPE OF APPLICATION

Article 1:

This Instruction aims to specify the conditions required and the procedure applicable for obtaining approvals and prior authorizations.

It further defines the operations and decisions that must be subject to prior notification by microfinance institutions to the Central Bank of Congo.

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Article 2:

This Instruction applies to the following microfinance institutions, referred to as "subject establishments":

• savings and credit cooperatives;
• microfinance companies;
• micro-credit enterprises.

CHAPTER II: DEFINITIONS

Article 3:

For the purposes of this Instruction, the following terms are understood as:

• administrator: member of the deliberative body designated by the General Assembly of shareholders;
• non-executive administrator: administrator who is not a member of the executive body of the subject establishment;
• independent administrator: non-executive administrator not related to the subject establishment. A member of the Board of Directors free of interest who contributes, through their competence and freedom of judgment, to the board's capacity to fulfill its missions. They must be devoid of particular professional (significant shareholder, employee, business relationship, service provider, etc.) or personal ties of interest with the subject establishment and its shareholders.
• risk committee: governance committee, emanating from the deliberative body, created to assist it in determining risk appetite, supervising the implementation by the executive body of the risk appetite statement, and ensuring supervision of the risk management function;
• deliberative body: body responsible, on behalf of shareholders, for defining the strategic direction of the establishment and the effective supervision of the management of activities. It is constituted as a board of directors;
• executive body: body responsible, on behalf of the deliberative body, for the day-to-day management of the establishment's activities as well as the effective steering of the implementation of strategic objectives and risk policy set by the deliberative body. It corresponds to the General Management, the Management Committee, the Executive Committee, or the management;
• sensitive function: operational function linked to the core banking business or support function requiring proven expertise, the disruption of which is likely to occasion significant risks to the subject establishment;

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• head of sensitive function: senior executive of a credit institution whose appointment is subject to the approval of the Central Bank of Congo, due to the sensitive operational nature of their function given the risks implied by their activity;
• essential services: financial services offered by the subject establishment, on the one hand, and sensitive functions, on the other hand, the interruption of which would seriously harm the normal functioning of the establishment;
• MFI: Microfinance Institution, referring to non-mutualist microfinance institutions comprising microfinance companies and micro-credit enterprises;
• Microfinance Institution: a set of microfinance institutions grouping both mutualists, i.e., savings and credit cooperatives, and non-mutualists;
• COOPEC: primary savings and credit cooperative;
• COOCEC: central savings and credit cooperative. It is a federation whose members are COOPECs;
• CBC: Central Bank of Congo;
• Regulatory and Supervisory Authority: Central Bank of Congo.

CHAPTER III: OPERATIONS AND ACTS SUBJECT TO PRIOR APPROVAL AND AUTHORIZATION

Article 4:

Credit Institutions and financial companies referred to in Article 2 of this Instruction must obtain approval from the Central Bank of Congo before exercising their activity on national territory.

The following are also subject to approval by the Central Bank of Congo:

• the change of category of credit institution or microfinance company;
• the acquisition of shareholding in a microfinance company or micro-credit enterprise;
• the designation of members of the deliberative body;
• the designation of members of the executive body;
• the designation of heads of control functions;
• the designation of heads of other sensitive functions.

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CONTINUED, PAGE 4

Article 5:

Subject establishments must submit to prior authorization with the Central Bank of Congo:

- the amendment of statutes;
- the merger or split of a subject establishment;
- the sale, by a subject establishment, of the entirety, or within the limits set by the Central Bank of Congo, of a part of its assets, clientele, or activity;
- the request for affiliation to a COOCEC or a FEDERATION;
- any acquisition or sale operation of shares or parts, representing or not representing the capital of a microfinance company or micro-credit enterprise, which would lead the transferee to acquire or lose, directly or indirectly, alone or in concert with other persons, a significant portion of the share capital or voting rights;
- the opening, transfer, or closure of an agency of the subject establishment on national territory;
- the exercise of ancillary activities;
- voluntary dissolution;
- the acquisition, by a subject establishment, of participations in an enterprise at the national level;
- any other strategic decision, such as derogations from the principles of organization of the internal control system, the outsourcing of internal control functions, the outsourcing of other essential service provisions, derogations from the organization of governance committees, and any other operation resulting in a significant modification of the subject establishment's situation.

Article 6:

Subject establishments must inform the Central Bank of Congo in advance:

- any development, modification, or extension of activities exercised by the subject establishment;
- at least one month before this operation, any acquisition or sale of shares or parts, representing or not representing the capital of a subject establishment, indicating the identity of the transferor and transferee, which does not fall within the scope of operations subject to prior authorization defined in Article 5;
- the opening or closure of a counter performing exclusively cash operations.

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CHAPTER IV: CONSTITUTION AND EXAMINATION OF THE APPROVAL OR AUTHORIZATION FILE

Article 7:

Any request for approval or prior authorization and any prior notification or information must be addressed in French to the Governor of the Central Bank of Congo.

This request or notification is supported by a file meeting the requirements of this Instruction, accompanied by the minutes of the deliberation of the competent body related to the request made.

The documents transmitted in support of the file referred to in paragraph 2 of this article must be authenticated by a notary, with the exception of those issued by competent public authorities.

Article 8:

The Central Bank of Congo notifies the applicant of the receipt of their request for approval or prior authorization.

It informs them, after preliminary examination, either of the completeness of their file or of the need to complete it with additional elements.

Article 9:

From the date of receipt of the complete file, the Central Bank of Congo has a period of ninety (90) days for savings and credit cooperatives and sixty (60) days for other subject establishments to rule and notify its decision.

During its examination, the Central Bank of Congo may be led to ask the applicant to transmit additional elements. In this case, the transmission period for these elements is added to the initial aforementioned deadline.

When a decision involves obtaining the opinion of a foreign regulatory authority, the deadline for the Central Bank of Congo's decision is extended by the response time observed by said authority.

Article 10:

The Central Bank of Congo, if it deems it useful, may summon the representative(s) of the applicant for an interview as soon as a request for approval or prior authorization is introduced or on the occasion of a prior information.

The Central Bank of Congo, depending on the risk profile of the applicant, may attach additional conditions to its decision of approval or prior authorization, concerning in particular the share capital, governance structures, or operational organization.

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Article 11:

The approval or authorization is granted through a letter from the Central Bank of Congo signed by the Governor.

TITLE II: APPROVAL PROCEDURE

CHAPTER I: APPROVAL OF A MICROFINANCE INSTITUTION

Article 12:

In support of its approval request, the applicant must present a complete file comprising the following elements:

(i) Provisions common to all microfinance institutions:

- a letter of approval request written in French and addressed to the Governor of the Central Bank of Congo specifying the category for which the applicant seeks approval;
- notarized statutes written in French;
- supporting documents attesting to payments made regarding the release of share capital with a Credit Institution approved by the Central Bank of Congo;
- the business plan developed over a minimum of three years, providing in particular activity, implantation, and organization forecasts, details of technical and financial means as well as human resources that the applicant intends to implement regarding its objectives and needs. This business plan must necessarily include financial projections of different balance sheet and income statement items, in accordance with the Accounting Plan for Savings and Credit Cooperatives and Microfinance Institutions, as well as their impact on equity;
- elements allowing the assessment of the honorability of shareholders, partners, or members, in particular the sworn declaration of non-involvement in money laundering and terrorism financing and proliferation operations;
- elements allowing the assessment of the honorability of members of the deliberative and executive bodies as well as heads of control functions and other sensitive functions, in particular the criminal record extract and the sworn declaration of non-involvement in money laundering and terrorism financing and proliferation operations;
- the description of the operational device put in place to prevent money laundering and terrorism financing and proliferation;
- notarized statutes as well as certified financial statements of the last three accounting years of corporate shareholders, partners, or members;

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 7

- a document from the banking supervisory authority of the country of origin or residence, for foreign natural and legal persons, attesting compliance with exercise conditions in said country;
- the location of the registered office, agencies, and other commercial implantations;
- proof of the existence of a Management Information System;
- proof of payment of file and approval fees as defined in the Tariffs and Conditions in force at the Central Bank of Congo.

(ii) Provisions specific to Savings and Credit Cooperatives:
- the minutes of the Constitutive General Assembly duly legalized;
- the Declaration of Foundation duly legalized;
- the list of subscribers to the capital indicating their names, addresses, telephone numbers, profession, and amount of shares subscribed and paid;
- the statutes duly signed by at least twenty (20) founding members capable of contracting and notarized;
- the internal regulations duly signed by the promoters;
- the minutes of the General Assembly having elected the members of the statutory bodies and appointed the Statutory Auditor appearing on the list of those approved by the Central Bank of Congo;
- the duly legalized minutes of the Board of Directors having appointed the members of the executive body.

(iii) Provisions specific to MFIs:
- the national identification number and an extract from the Commercial and Movable Credit Register;
- the duly legalized minutes of the Constitutive General Assembly and the Extraordinary General Assembly of partners, corporate persons, authorizing them to take part in the capital;
- the list of shareholders or partners;
- the financial information of natural persons holding any portion of the share capital;
- the duly legalized minutes of the General Assembly designating the members of the deliberative body and the statutory auditor appearing on the list of those approved by the Central Bank of Congo;
- the duly legalized minutes of the Board of Directors designating the members of the executive body.

In addition to the constituent elements of the file above, the granting of approval is subject to compliance with the entire prudential regulation.

The applicant must furthermore ensure permanent compliance with prudential regulation during the phase of development of their activity.

MM

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 8

The statutes of the applicant must allow for appropriate governance, in accordance with Instruction 007 of the Central Bank of Congo.

CHAPTER II: APPROVAL OF SHAREHOLDERS, PARTNERS, OR MEMBERS

Article 13:

The applicant must transmit to the Central Bank of Congo the identity, accompanied by a related document issued by the competent public Administration, of natural or legal persons who, directly or indirectly, acting alone or in concert with others, hold at least one share or part of the share capital. This communication includes the indication of the portions of the share capital and voting rights held by these persons.

Microfinance companies must be constituted with at least four (4) shareholders, partners, or members each holding at least 15% of the share capital. The four (4) shareholders, partners, or members each holding at least 15% of the share capital must not be related persons or parties linked within the meaning of Instruction No. 51 establishing rules relating to transactions of Credit Institutions and financial companies with related persons.

Article 14:

Any participation of a fund, consortium, trust, or holding in the capital of an MFI requires the resolutive condition that it accepts, in advance, that the following linked entities be subject to both document and on-site control by the Central Bank of Congo, under its prerogatives as Regulatory and Supervisory Authority of financial institutions of the Democratic Republic of Congo:
- legal persons that directly or indirectly control the institution, installed in the Democratic Republic of Congo or abroad;
- subsidiaries of these legal persons, installed in the Democratic Republic of Congo or abroad;
- any other enterprise or legal person belonging to the same group installed in the Democratic Republic of Congo or abroad.

Article 15:

The Central Bank of Congo may refuse approval when:
- even in the absence of a conviction, it considers that one or more shareholder(s) of the requesting institution present(s) significant risks, particularly in matters of fighting money laundering and terrorism financing and proliferation;

MA

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 9

- the exercise of its mission of supervision of the requesting institution is likely to be hindered either by the existence of capital or control links, direct or indirect, between the requesting institution and other natural or legal persons, or by the existence of legislative or regulatory provisions of a State to which one or more of these persons belong;
- the information communicated does not allow identifying the beneficial owner(s) up to the highest level of the control chain or when the shareholding structure does not provide all guarantees of transparency;
- persons installed in high-risk and non-cooperative jurisdictions within the meaning of the Financial Action Task Force take participations in a financial institution in the Democratic Republic of Congo.

Article 16:

Microfinance companies must possess a reference shareholder, partner, or member, a legal or natural person, providing all guarantees of reputation, ethical standing, financial capacity, and/or professionalism in the banking, economic, financial, or any other sector. The latter must be able to meet its support obligations, particularly in case of difficulty.

The shareholder or partner, legal or natural person, holding a participation greater than 50% of the establishment's capital, enjoying adequate financial capacity and not justifying professionalism in the banking and/or financial sector, is deemed a reference shareholder and must conclude a technical assistance contract with a partner of international reputation operating in the banking and/or financial sector. This assistance contract must be concluded for a minimum duration of ten (10) years and submitted to the prior approval of the Central Bank of Congo.

When no shareholder holds a fraction greater than 50% of the establishment's capital, the applicant submits to the approval of the Central Bank of Congo a reference shareholder chosen among the persons holding its social capital fulfilling the conditions set out in the first paragraph of this article. In this case, all other shareholders are required to provide him with the necessary support at the level of the deliberative body. In case of refusal by the Central Bank of Congo to approve the designated shareholder, the approval of the requesting establishment cannot be granted.

Article 17:

The reference shareholder is notably required to:
- prioritize involvement, without prejudice to the role of other shareholders, in the effective determination of the organization of the applicant and in the effective supervision of its management, particularly through the administrators who represent him within the deliberative body;

MM

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• provide operational and financial support to the applicant to ensure permanently the means of its development, in accordance with the business plan that was submitted to the Central Bank of Congo during the approval request and subsequently modified, if applicable;

• produce all elements allowing to establish the adequacy of its expertise in the financial and banking field, in particular information on banking or financial companies in the management of which it has been associated. Failing that, the reference shareholder must produce partnership contracts with third-party entities possessing recognized expertise through which it will provide the applicant with the necessary professionalism and experience;

• primarily provide operational and financial support to the applicant to ensure its solvency, liquidity, and exchange position, particularly in case of difficulty, without prejudice to the responsibility expected of all shareholders who are also required to contribute to the common effort.

CHAPTER II: APPROVAL OF MEMBERS OF THE DELIBERATIVE BODY AND THE EXECUTIVE BODY AS WELL AS HEADS OF CONTROL FUNCTIONS AND OTHER SENSITIVE FUNCTIONS

Section 1: Common Provisions

Article 18:

Members of the deliberative body and the executive body, members of the Supervisory Board and the Credit Commission as well as heads of control functions and other sensitive functions must present all guarantees of honorability, professionalism, and competence necessary for the exercise of the missions entrusted to them, as defined in Instructions 007 and 008 of the Central Bank of Congo.

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They must have a good command of the French language and must not have the status of Politically Exposed Person, within the meaning of Law n°22/068 on the fight against money laundering and the financing of terrorism and the proliferation of weapons of mass destruction. If they acquire this status during their term of office, they must immediately resign from their positions within the regulated institution.

Article 19:

The deliberative body and the executive body must each be composed of a majority of members of Congolese nationality. The heads of control functions must also be of Congolese nationality by majority.

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The regulated institution may request a derogation from the provisions of the previous paragraph. In support of its derogation request, the regulated institution transmits to the Banque Centrale du Congo a compliance plan whose timeline must not exceed the deadline provided for in Article 193 of Law n° 22/069 of December 27, 2022 on the activity and control of Credit Institutions.

Article 20:

The application for approval as a member of the deliberative body and the executive body as well as of any head of control functions and other sensitive functions must be accompanied by a complete file comprising the following elements:

• The Curriculum Vitae;
• Certificates of Residence and Good Conduct;
• The certificate of nationality or the certified true copy of the passport;
• The notarized copies of diplomas and other documents attesting to the candidate's professional experience;
• The Extract from the Criminal Record dated less than three (3) months;
• The copy of the notarized minutes of the meeting of the competent body having ruled on their appointment;
• A document from the banking supervisory authority of the country of origin or residence, for foreign natural persons, attesting to compliance with the approval conditions in said country;
• A sworn declaration signed by the interested party summarizing all administrative or judicial procedures ongoing or closed, the ongoing or closed litigation in which they were a party, the list of decisions taken by any regulatory authority against them, including, where applicable, refusals of admission to a professional organization and the status of disciplinary decisions ongoing or closed taken against them;
• Any element allowing to attest to their capacity to exercise the functions for which approval is sought;
• Proof of payment of file fees as defined in the Tariffs and Conditions of the Banque Centrale du Congo.

The Banque Centrale du Congo may refuse the approval of a member of the deliberative body, a member of the executive body, a head of control functions or a head of other sensitive functions when:

• it considers that the candidate presents significant risks, particularly in terms of combating money laundering and the financing of terrorism and proliferation, and this, even in the absence of a conviction;

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• the applicant does not have a document from the banking supervisory authority of the country of origin or residence attesting to compliance with the approval conditions in said country for foreign natural persons. In this case, the applicant must proceed with the recruitment of a Congolese national candidate and submit their approval file to the Banque Centrale du Congo.

Article 21:

The member of the deliberative or executive body of an existing savings and credit cooperative must, in addition to the elements cited in Article 17 of Law n°22/069 on the activity and control of Credit Institutions, meet the following requirements:

• not hold any overdue receivables in the savings and credit cooperative or in any other financial institution;
• hold a savings account sufficiently funded within the savings and credit cooperative.

Article 22:

The cessation of functions of the persons referred to in Article 18 of this Instruction must be communicated without delay to the Banque Centrale du Congo.

The regulated institution transmits the minutes of the meeting of the competent body approving the cessation of functions of the responsible person as well as the reasons for this cessation of function. It informs the Banque Centrale du Congo of any subsequent or prior litigation.

Article 23:

Regulated institutions must pay particular attention to gender parity within the deliberative body and the executive body.

Microfinance companies and micro-credit companies must reserve a minimum quota of 50% and 30% for the female gender respectively in the composition of the deliberative body and the executive body. This quota is to be achieved in stages over a five-year horizon. Regulated institutions ensure the achievement of this quota during the renewal of the mandate of directors.

Section 2: Approval of members of the deliberative body

Article 24:

The exercise of the mandate of members of the deliberative body is subject to prior approval by the Banque Centrale du Congo.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 13

When a member of the deliberative body is a legal entity, the requirements of the article of this Instruction apply to the natural person who represents it.

The renewal of the mandate of an administrator of foreign nationality is subject to the transmission of elements on the composition of the deliberative body attesting that it is predominantly composed of Congolese nationals.

**Article 25:**

Savings and credit cooperatives are required to renew the members of the Board of Directors, the Supervisory Board and the Credit Committee every year by one-third of the members, while ensuring that their mandate does not exceed three (3) years.

The transfer of a member from one body to another does not constitute a renewal of the bodies.

**Article 26:**

Microfinance companies and micro-credit companies must pay particular attention to gender parity in the composition of the deliberative body by reserving a minimum quota of 50% for the female gender, to be achieved in stages over a five-year horizon. Regulated institutions ensure the achievement of this quota during the renewal of the mandate of directors.

**Section 3: Approval of members of the executive body**

**Article 27:**

The exercise of the mandate of a member of the executive body is subject to prior approval by the Banque Centrale du Congo.

The deliberative body assigns a performance contract to the members of the executive body, which must specify clear, measurable and reasonable objectives to be achieved according to a precise calendar linked to their mandate.

**Section 4: Approval of heads of internal control functions**

**Article 28:**

Appointments to the functions of head of second-level control of operational activity, compliance, risk management and internal audit are subject to prior approval by the Banque Centrale du Congo.

The functions of head of permanent second-level control in its three components and those of head of periodic third-level control must be entrusted to senior management executives, presenting all guarantees of morality, honorability, competence and professional experience.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 14

**Article 29:**

In support of an approval request, the applicant transmits the minutes of the meeting of the deliberative body approving the nomination proposed by the executive body as well as the employment contract.

The requesting institution must, in addition, annex to the file, in particular the charter governing the function, the job description, internal procedures, the staff and resources allocated to the function as well as the organizational chart showing the hierarchical and functional attachment, in addition to the reinforced functional link with the deliberative body.

**Section 5: Approval of heads of sensitive functions**

**Article 30:**

Appointments to the sensitive functions below are subject to prior approval by the Banque Centrale du Congo. These include in particular:

- the head of IT security;
- the head of IT;
- the head of combating money laundering and the financing of terrorism and proliferation;
- the head of operations;
- the head of finance and accounting;

**TITLE III: PROCEDURE FOR PRIOR AUTHORIZATION**

**CHAPTER I: STATUTORY MODIFICATIONS**

**Article 31:**

Any modification of the statutes of a regulated institution is subject to prior authorization by the Banque Centrale du Congo. To this end, the applicant presents a file, accompanied by the minutes of the deliberation of the competent body related to the request made, showing the proposed modifications and the detailed statement of reasons for the decision.

**CHAPTER II: MERGER OR SPLITTING OPERATIONS**

**Article 32:**

When two approved institutions, or an approved institution and a non-approved legal entity, envisage a merger or splitting operation, each of the approved entities must present a complete file, validated by the deliberative body, indicating the conditions under which this operation will take place.

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BANQUE CENTRALE DU CONGO                                                                 CONTINUED, PAGE 15

The file must include a detailed analysis regarding the legal consequences, including a compliance analysis, particularly with regard to legislation on the prevention of money laundering, the financing of terrorism and the proliferation of weapons of mass destruction, the impact on governance, modifications to the business model, consequences on the internal control and risk management framework, as well as effects on the financial structure and prudential situation.

The Banque Centrale du Congo, after analysis of the file including obligatorily the report of complete evaluation of the assets, liabilities and off-balance sheet commitments of the two entities by an approved auditor or accredited external auditor, if applicable, prior authorization to proceed with the operation.

**CHAPTER III: ASSET, CLIENTELE OR ACTIVITY TRANSFER OPERATIONS**

**Article 33:**

Any operation below of transfer or acquisition of assets, clientele or activity beyond the limits set by this Instruction must be subject to prior authorization by the Banque Centrale du Congo:

- operation concerning patrimonial assets: amount equivalent to 10% of core equity;
- operation concerning operating financial assets, activity or clientele: amount equivalent to 10% of the total balance sheet, whether it concerns financial assets or liabilities, deposits or credits.

Operations having a common overall logic must be assessed in a globalized manner.

Below the aforementioned thresholds, any operation that significantly modifies the activity or risk profile particularly in terms of money laundering and the financing of terrorism and the proliferation of weapons of mass destruction, or that impacts the financial balances of the applicant must be subject to a prior authorization request to the Banque Centrale du Congo.

**Article 34:**

The prior authorization request file must include in particular the following information:

- the notarized minutes of the deliberative body;
- the description of the economic logic of the operation;
- the description of the legal conditions of the operation;
- the compliance analysis of the operation, particularly with regard to legislation on the prevention of money laundering and the financing of terrorism;

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• the report on the evaluation of the assets, liabilities or elements of goodwill concerned, drawn up by an auditor, listing the elements acquired or transferred, and justifying their recognition at fair value;
• the evaluation of the impact of the operation on the financial structure, forecast results, prudential situation, operational configuration and risk profile as well as consequent risk management measures.

CHAPTER IV: OPENING, TRANSFER OR CLOSURE OF AN AGENCY

Article 35:

The opening, transfer or closure of an agency of a regulated institution is subject to prior authorization by the Banque Centrale du Congo.

This opening requires the petitioning of the Regulatory and Control Authority by a letter of request for authorization addressed to the Governor to which must be attached the following elements:

• the minutes of the Board of Directors having decided on the opening of the operating point;
• the feasibility study integrating the human, technical and financial resources that the regulated institution intends to implement;
• the table showing compliance with quantitative prudential regulation.

CHAPTER V: EXERCISE OF CONNECTED ACTIVITIES

Article 36:

Regulated institutions may carry out connected activities that contribute to improving financial inclusion.

The exercise of any connected activity requires prior authorization from the Banque Centrale du Congo.

Within the meaning of this Instruction, connected activities are considered in particular:

• fund transfer;
• distribution of electronic money;
• manual exchange;
• issuance of bank cards;
• leasing.

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BANQUE CENTRALE DU CONGO

The applicant must present a complete file comprising the following elements:

• a document describing the connected activity and its implication on the functioning of the regulated institution;
• a feasibility study clearly showing the costs of its implementation and the expected financial impact in the short, medium and long term;
• the partnership contract for activities involving a third party;
• risk mitigation measures resulting from the exercise of said activity;
• favorable opinions issued by compliance and risk management functions.

Article 37:

In addition to the provisions of Articles 35 and 36 of this Instruction, the regulated institution must ensure that it has sufficient equity capable of allowing it to cover expenses related to the opening of an operating point and/or the introduction of the connected activity.

Furthermore, it must also have an Information and Management system capable of allowing it to control, in real time, operations taking place in an agency and/or to integrate the connected activity.

CHAPTER VI: GENERAL ORGANIZATION OF THE CREDIT INSTITUTION

Section 1: Derogation from internal control organization principles

Article 38:

Any regulated institution not belonging to a banking group may request a derogation to merge certain second-level internal control functions in accordance with Instruction 008.

To this end, the regulated institution accompanies the request with a complete file comprising in particular the following documents:

• the notarized minutes of the deliberative body having ruled on the matter;
• an organizational chart showing hierarchical and functional links;
• the internal control charter and internal procedures related to control and the functionalities of automated internal control systems;
• the job description, mission letter and/or employment contract as well as the curriculum vitae of the head of the merged functions, showing their diplomas, training received and professional experience.

CONTINUED, PAGE 17

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Article 39:

In case of significant change or modification in the risk tolerance strategy, risk appetite policy or the geographical or functional perimeter of activities carried out, the regulated institution must request a new authorization to maintain, if applicable, the merger of second-level permanent control functions.

Article 40:

The Banque Centrale du Congo reserves the right to reject the merger request. In this case, a maximum deadline of two years is granted to the regulated institution to comply with the provisions of Instruction 008 of the Banque Centrale du Congo.

Article 41:

The Banque Centrale du Congo may withdraw at any time an authorization granted if circumstances require it, particularly in case of modification of the institution's risk profile, the applicant's development strategy or the legal or economic environment.

Section 2: Outsourcing of internal control functions

Article 42:

In application of Instruction 008 of the Banque Centrale du Congo, first-level control and compliance control cannot be outsourced.

Article 43:

The outsourcing of second-level control of operational activity and risk management can only take place within the belonging group, after prior agreement of the Banque Centrale du Congo, subject to the compliance of the processes to be implemented on site by the requesting entity, in application of Instruction 008 of the Banque Centrale du Congo.

Article 44:

In application of Instruction 008 of the Banque Centrale du Congo, the partial outsourcing of third-level control is subject to prior agreement of the Banque Centrale du Congo.

The use by the subsidiary of a group audit resource on its own initiative or that of said group for the conduct of a specific mission requires prior authorization from the Banque Centrale du Congo.

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BANQUE CENTRALE DU CONGO

The use of an audit resource outside the belonging group for the conduct of a specific mission requires prior authorization from the Banque Centrale du Congo.

Article 45: The regulated institution is required, in support of the authorization request for partial outsourcing to the belonging group of certain second or third-level internal control functions, to produce all elements demonstrating that its organization respects all the related provisions as provided for by Instruction 008 of the Banque Centrale du Congo.

Article 46: The intra-group organization of outsourced functions must provide all guarantees regarding in particular the following requirements:

• supervision by a supervisory authority, under conditions at least equivalent to those of the Banque Centrale du Congo, of the belonging group to which the internal control functions will be outsourced;
• the capacity of the belonging group to carry out internal control and risk management missions remotely with shared steering with the subsidiary approved in the Democratic Republic of Congo and respecting current standards and required quality standards;
• the capacity of the group to make regular visits within the subsidiary, in order to guarantee sufficient presence of internal controllers or risk managers regarding activities carried out in the Democratic Republic of Congo;
• the implementation of an appropriate reporting system ensuring appropriate information flow to the group and information restitution to the subsidiary;
• access of the Banque Centrale du Congo to all necessary documentary and on-site information for the exercise of its mission, including, where applicable, within the belonging group. The interlocutors of the belonging group responsible for the implementation of outsourced functions must be available to the Banque Centrale du Congo by all means and at first request within the framework of its supervision mission.

To this end, the applicant accompanies their request with a complete file comprising in particular the following documents:

• the notarized minutes of the deliberative body having ruled on the organization, with the detailed statement of reasons for the decision;
• the hierarchical and functional organizational chart;
• the internal control charter, internal procedures related to control and the functionalities of automated internal control systems;

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BANQUE CENTRALE DU CONGO

• the job description, mission letter and/or employment contract, the curriculum vitae of the head or heads of outsourced functions, showing their diplomas, training received and professional experience;
• the outsourcing contract or service contract concluded with the group, including specific clauses detailing the means of all kinds made available, the functionalities of automated reporting and control systems, the modalities for data safeguarding and confidentiality, the method of calculating billed amounts and the contractually agreed quality level. In case of modification of this contract, a new prior authorization is requested.

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Article 47: The request for prior authorization to employ either an internal auditor from the group or an auditor outside the group to carry out a specific third-level control mission must include in particular the following elements:

• the terms of reference of the mission showing the scope and objectives;
• the contract, agreement, or specifications with the group's internal audit or external audit provider, showing the deadlines for carrying out the mission, the resources deployed, the reporting, monitoring, and implementation of recommendations modalities, as well as the quality standards to which the auditor commits;
• the curriculum vitae of the auditor(s) called upon to carry out the mission, including degrees obtained, training completed, and professional experience in the field of audit and in the audited activities.

Section 3: Outsourcing of other essential service provisions

Article 48: The outsourcing of activities or essential service provisions by the regulated institution is subject to prior authorization from the Central Bank of the Congo.

Article 49: Any service qualified as a banking operation under the banking law may only be outsourced to an approved or authorized credit institution meeting the standards required to perform such a service.

The regulated institution that outsources an activity is required to:

• ensure that its internal control and risk management system fully includes its outsourced activities;

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