Instruction No. 53/2017 on the Authorization of Business Introducers, Securities Investment Advisors and Salesmen on the UMOA Regional Financial Market

Avenue Joseph ANOMA 01 e presidence®crepmf.orq . P.:1878 Abidjan 01/Côte d'Ivoire TEL.: (225) 20215742/20215179 Fax: 202216 www.crepmf.org 1/10 West African Monetary Union REGIONAL COUNCIL FOR PUBLIC SAVINGS AND FINANCIAL MARKETS INSTRUCTION N°53/2017 ON THE AUTHORIZATION OF BUSINESS INTRODUCERS, SECURITIES INVESTMENT ADVISORS AND SALESMEN ON THE UMOA REGIONAL FINANCIAL MARKET

The Regional Council for Public Savings and Financial Markets Having regard to the Convention of July 3, 1996 establishing the Regional Council for Public Savings and Financial Markets, particularly its Annex on the composition, organization, functioning and powers of the Regional Council for Public Savings and Financial Markets; Having regard to General Regulation No. 001/97 of November 28, 1997 relating to the organization, functioning and control of the Regional Financial Market, particularly in its articles 91, 90, 95 and 102; Having regard to Decision No. CM/DAC/04/04/2017 of April 14, 2017 of the UMOA Council of Ministers appointing the President of the Regional Council; Having regard to the favorable opinion of the Members of the Regional Council following the home consultation of July 10, 2017; HEREBY DECREES:

Avenue Joseph ANOMA 01 B P. :1878fdjan 01/Côte d'Ivoire ui TEL.: (225) 20215742/20215179 Fax: 20221657 1, presidence@crepmf.org Instruction n° 53/2017 TITLE 1: GENERAL PROVISIONS
Article 1: Definitions
1.1. Business Introducers are natural or legal persons who transmit their clients' orders to Management and Intermediation Companies (SGI) and/or who put a client in contact with an SGI, a Wealth Management Company (SGP) or a Collective Investment Scheme Management Company (SG d'OPC) for the opening of a securities account, the subscription of SICAV shares and for investment advice or managed portfolio management.
1.2. Securities Investment Advisors are natural or legal persons who guide the choice of their clients without substituting themselves for them regarding their final decisions. They may also provide an issuer with advice on debt and capital structuring, industrial strategy, mergers and acquisitions of companies as well as the handling of subscription forms by convention specifying notably the obligations of the participatory investment advisor and the fees charged.
1.3. Door-to-door selling consists of all operations carried out by one who usually goes to the home or residence of persons, or to their workplaces, or to places open to the public and not reserved for such purposes with a view to advising on the subscription, purchase, exchange, sale of securities or participation in transactions on these securities.
1.4. Door-to-door selling activities are also considered to be service offers made or advice given, habitually, for the same ends, at the home or residence of persons or at their workplaces by sending letters or circulars or by telephone communication.

Article 2: Conditions of Exercise
2.1. Natural or legal persons wishing to exercise one or other of the activities defined in Article 1 above must first obtain authorization from the Regional Council after submitting an application file for approval.
2.2. The authorization number issued by the Regional Council must appear on all publications and all documents required of the Business Introducer, Securities Investment Advisor or Salesman.

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Avenue Joseph ANOMA 01 B. •. :1878 Abidjan 01/Côte d'Ivoire TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org Instruction n° 53/2017
Article 3: Approval
Persons seeking authorization as Business Introducers, Securities Investment Advisors or Salesmen must send to the Regional Council a file containing the following documents:

i. For legal persons:
a) the statutes; b) a Notarized Declaration of Subscription and Payment (DNSV) of the capital; c) a copy of the extract from the Trade and Movable Credit Register (RCCM); d) the minutes (PV) of the Constitutive General Meeting of the company if applicable; e) the audited balance sheet and accounts of the last accounting year for existing companies; f) the opening balance sheet for companies less than one year old; g) a detailed five-year (05) business plan; h) a presentation of the human and material resources to be deployed; i) a criminal record extract dated less than three (03) months for managers and personnel responsible for customer relations; j) a curriculum vitae justifying satisfactory professional experience of the managers and representatives used by the legal person; k) a curriculum vitae of all personnel dedicated to the activity; l) a bank guarantee of five (5) million FCFA, two (2) million FCFA and one (1) million FCFA, respectively for Business Introducers, Securities Investment Advisors and Salesmen:

• intended to cover risks related to its activities,
• valid for one year to be renewed and presented to the Regional Council each year,
• produced for the benefit of the clients of Commercial Operators,
• the initiative for calling upon which lies with the Regional Council for Public Savings and Financial Markets,
• which must bear, under penalty of nullity, the signature of the applicant and his bank, the mention, handwritten by the guarantor, of the maximum guaranteed sum, in full words and figures.

ii. For natural persons:
a) a criminal record extract, dated less than three (03) months; b) a curriculum vitae, justifying satisfactory professional experience;

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Instruction n• 53/2017 c) a detailed five-year (05) business plan; d) a presentation of the human and material resources to be deployed; e) a bank guarantee of two (2) million FCFA, one (1) million FCFA and five hundred thousand (500,000) FCFA, respectively for Business Introducers, Securities Investment Advisors and Salesmen:

• intended to cover risks related to its activities,
• valid for one year to be renewed and presented to the Regional Council each year,
• produced for the benefit of the clients of Commercial Operators,
• the initiative for calling upon which lies with the Regional Council for Public Savings and Financial Markets,
• which must bear, under penalty of nullity, the signature of the applicant and his bank, the mention, handwritten by the guarantor, of the maximum guaranteed sum, in full words and figures.
  f) A professional civil liability insurance policy.
  The Regional Council may request any other complementary information in the context of processing the file.
  The authorization of a Business Introducer, Securities Investment Advisor or Salesman is subject to publication in the Official Bulletin of Côte d'Ivoire.

iii. The granting of authorization is subject to the payment of a sum whose amount is fixed by Decision of the Council of Ministers or by Instruction of the UMOA Regional Council.

TITLE 2: OPERATION AND MANAGEMENT
Article 4: Rules and Principles of Conduct
4.1. Business Introducers, Securities Investment Advisors or Salesmen must:
i. act, in the exercise of their activity, with loyalty and fairness as well as with the competence, care, and diligence required in the best interests of their clients and the integrity of the Regional Financial Market;
ii. use efficiently and professionally the resources and procedures necessary to successfully carry out their activities;
iii. inform themselves about the financial situation of their clients, their investment experience and their objectives regarding the services requested;
iv. strive to provide their clients with sincere, accurate information on transactions conducted on their behalf. They ensure that their clients have knowledge of the risks inherent in the nature of the operations they envisage;
v. comply with all provisions of the regulation applicable to the exercise of their activity;
vi. keep, for at least ten (10) years, a copy of written documents or otherwise relating to their activity;
vii. justify that each order transmitted by them was properly given within the framework of a mandate. They must be able to give proof of the time of receipt of the order and that of its transmission;
viii. inform the Regional Council of any legal action brought against each of them;
ix. provide a service adapted to the client's needs and respect an obligation of absolute discretion on facts, acts and non-public information of which they may have become aware in the exercise or on the occasion of their professional activities;
x. prior to the start of their operations, strive to define in writing with their clients the objectives of the investment;
xi. be subject to an obligation of means;
xii. determine their remuneration with their clients connected with Commercial Operators. However, this remuneration cannot consist, in any way, in a brokerage rebate or commissions;
xiii. sign a contract obligatorily before any entry into relation with a client.

4.2. The exercise of activities as Business Introducer, Securities Investment Advisor or Salesman requires holding a professional card. The professional card must be renewed before January 31 of each year.
The Business Introducer, Securities Investment Advisor or Salesman is required to pay any fee and commission billed at the level of the Regional Financial Market, within the deadlines set.

4.3. It is prohibited for the Business Introducer, Securities Investment Advisor or Salesman to receive deposits of funds and securities from their clients.

4.4. Any form of door-to-door selling of securities consisting in going to the home or residence of persons or to their workplaces or in public places to offer or acquire securities with immediate delivery of securities and immediate total or partial payment in any form whatsoever is prohibited.

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Avenue Joseph ANOMA 01 B. P. :1878 Abidjan 01/Côte d'Ivoire TEL.: (225) 20215742/20215179 Fax: 20221657 )presidence@crepmf.org www.crepmf.org 5/10

Avenue Joseph ANOMA 01 B. p residence®crepmf.org .:1878 Abidjan 01/Côte d'Ivoire TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org 6/10 Instruction n° 53/2017
Article 5: Reporting Information and Documents to CREPMF
5.1. It is obligatory for the Business Introducer, Securities Investment Advisor or Salesman to transmit to the Regional Council a copy of each contract signed with each Commercial Operator in the exercise of its activities, at the latest thirty (30) days from the date of its signature.

5.2. Quarterly Information
It is obligatory for the Business Introducer, Securities Investment Advisor or Salesman to transmit, at the latest thirty (30) days following the end of each quarter, to the Regional Council:
i. the exhaustive list of Commercial Operators (SGI, SGP, SG d'OPC) with whom he has contracted as well as clients brought to them, during the past quarter;
ii. the declaration of detailed revenues received during the past quarter.

5.3. Annual Information
It is obligatory for the Business Introducer, Securities Investment Advisor or Salesman to transmit, at the latest thirty (30) days following the end of each year to the Regional Council:
i. information on the location of the place of exercise of its activities;
ii. the status of its human and material resources;
iii. a professional civil liability insurance policy equivalent to the amount of the turnover of the previous year.
iv. for legal persons:
a) their provisional financial statements composed of the Balance Sheet, Income Statement and annexes of the closed year. b) The definitive certified financial statements composed of the Balance Sheet, Income Statement, TAFIRE and annexes are to be transmitted at the latest July 31 of each year; c) the criminal records of the company's managers, dated less than three (3) months; d) the annual bank guarantee of an amount of five (5) million FCFA, two (2) million FCFA and one (1) million FCFA, respectively for Business Introducers, Securities Investment Advisors and Salesmen.

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Instruction n° 53/2017
v. for natural persons:
a) a report allowing to assess the evolution of their activities and containing the products received and charges borne during the past year following the table attached in annex; b) the criminal record dated less than three (3) months; c) the annual bank guarantee of an amount of two (2) million FCFA, one (1) million FCFA and five hundred thousand (500,000) FCFA, respectively for Business Introducers, Securities Investment Advisors and Salesmen.

TITLE 3: TRANSITIONAL AND FINAL PROVISIONS
Article 6: Transitional Provisions
Business Introducers, Securities Investment Advisors or Salesmen approved before the effective date of this Instruction have a maximum period of one (01) year from its signature date to comply with its provisions.

Article 7: Publication and Entry into Force
This Instruction, which will be published wherever necessary, repeals Instruction 06/97 relating to the authorization of Business Introducers, Securities Investment Advisors and Salesmen as well as all contrary provisions and takes effect from January 1, 2018.

Done in Abidjan, December 18, 2017
The President

Avenue Joseph ANOMA 01 B. P. :1878 Abidjan 01/Côte d'Ivoire TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org 7/10

REPORTING TO CREPMF ON THE PERIOD FROM.... TO

1. General Information
   First Name
   Location of Place of Exercise
   Date of Approval
   Authorization Number
   Post Office Box
   Telephone
   Email Address
   Website

AMOUNT OF COMMISSIONS RECEIVED
NATURE OF SERVICE TOTAL AMOUNT OF OPERATIONS CARRIED OUT NUMBER OF CONTRACTS CONTACTS NAME OF ACTOR (SGI, SGP, SGO) Instruction n° 53 / 2017
2. Contracts or conventions concluded during the period

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Number of clients
Commissions received directly from clients (In FCFA) Commissions rebated by authorized actors (In FCFA) Commissions rebated to third parties (In FCFA) Volume of orders transmitted to SGI Volume of orders transmitted to SGI executed Value of orders transmitted to SGI executed Global revenue linked to activity (In FCFA) including:- Advice

• Transmission of orders
• Door-to-door selling
• Other revenues linked to approval
  Charges linked to activity (In FCFA) including:- General expenses (telephones, specialized reviews, etc.)
• Commissions paid to CREPMF
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3. Evolution of activity