Instructions for the Merger of Licensed Money Exchange Companies 2020

[Central Bank of Jordan Logo]

No.: 11/2/9/11298
Corresponding to: 15/1/1442 AH
Date: 9/2020/9 AD

Circular to Licensed Money Exchange Companies

Subject: Instructions for the Merger of Money Exchange Companies for the Year 2020

Greetings,

Based on the provisions of Article (25) of the Money Exchange Business Law No. (44) of 2015, we attach hereto the Instructions for the Merger of Money Exchange Companies for the Year 2020, issued pursuant to the Board of Directors' Decision No. (149/2020) dated 29/7/2020.

Please accept our highest respect,

[Signature]
Dr. Ziad Freiz

P.O. Box 37, Amman 11118 - Jordan. Tel: 9/3030301/46 * Fax: 4638889, 4639730. Website: www.cbj.gov.jo. Email: info@cbj.gov.jo

[Central Bank of Jordan Logo]

Instructions for the Merger of Licensed Money Exchange Companies, issued pursuant to the Board of Directors' Decision of the Central Bank No. (149/2020) dated 29/7/2020, based on the provisions of Article (25) of the Money Exchange Business Law No. (44) of 2015.

Article (1):
These Instructions shall be known as the "Instructions for the Merger of Money Exchange Companies for the Year 2020" and shall be effective from the date of their issuance.

Article (2):
The provisions regarding the merger of companies set forth in the effective Jordanian Companies Law shall apply to the merger of licensed money exchange companies to the extent that they are applicable to them.

Article (3):
The definitions set forth in the effective Money Exchange Business Law shall be adopted wherever the text refers to them in these Instructions, unless the context indicates otherwise.

Article (4):
The merger of money exchange companies shall be carried out in one of the following ways:
A. By merging one or more companies (the Merged Company) into another company (the Absorbing Company), whereby the Merged Company or Companies shall cease to exist and their legal personality shall be extinguished after the cancellation of their license and the deletion of their registration with the Companies Control Department in accordance with the provisions of the effective Companies Law. B. By merging two or more companies to establish a new company, which shall be the Resulting Company from the merger, whereby the companies that merged shall cease to exist and the legal personality of each shall be extinguished after the cancellation of their license and the deletion of their registration with the Companies Control Department in accordance with the provisions of the effective Companies Law.

Article (5):
In accordance with the effective legislations and any legislations amending or replacing them, the following shall be complied with:
A. The Absorbing Company shall increase its capital by an amount not less than the value of the net assets and liabilities of the Merged Company or Companies that merged with the new company, and in a manner that does not conflict with the provisions of the effective Instructions for Branching of Money Exchange Companies regarding the capital required to be increased for each new branch of the Absorbing Company. B. The Resulting Company from the merger shall meet the minimum capital required for money exchange companies and their branches.
C. For the purposes of the merger, the Absorbing Company or the Resulting Company from the merger shall be exempt from the branching requirements related to the number of years of operation and business results.

Article (6):
A. The merger request shall be submitted to the Bank on the approved form for this purpose to obtain the initial approval for the merger process, accompanied by the decision of all partners or the Extraordinary General Assembly of each of the companies wishing to merge, as appropriate, approving the merger and including the changes or amendments to be made or created in the Memorandum of Association or Articles of Association of the Absorbing Company or the Resulting Company, specifying the companies wishing to merge and the resulting company wishing to conduct business, in addition to providing the Bank with the specified date for the final merger. B. The merger request shall be accompanied by the following:

1. The proposed organizational structure and merger plan signed by the authorized signatories of the companies wishing to merge.
2. An economic feasibility study for the purposes of the merger, clarifying the financial impact of the merger process on the Absorbing Company or the Resulting Company, certified by a certified public accountant, and stating the following:
   a. The proposed estimated budget for the next three years. b. The preliminary estimates of the assets and liabilities of the companies wishing to merge at fair value.
   c. The bases adopted in its preparation.
3. Any additional information, data, or documents that the Bank deems necessary.

Article (7):
A-1. The Board shall issue its decision on the merger request submitted to it within ninety days from the date of submission, having completed all data and documents provided in accordance with the provisions of Article (6) of these Instructions, either by granting initial approval or by rejection, and the companies requesting the merger shall be notified of this decision.
2. If the Board does not issue its decision within the period stipulated in Item (1) of this paragraph, the request shall be deemed rejected by default.
B. If the Board issues its decision granting initial approval for the merger request, the requirements and conditions necessary to obtain final approval shall be determined, including the following:

1. A request from the Merged Companies to cancel the license granted to them concurrently with the issuance of the final approval for the merger.

2. The financial statements of the companies wishing to merge, certified by the companies' auditors for the closest date to the approval decision.

3. The amount of the minimum required capital for the company and how it will be paid, and the submission of a certified deposit certificate for the company's capital difference from a duly licensed bank, as appropriate.

4. The amount of fees to be paid in accordance with the effective fee system, as appropriate.

5. The provision of internal control and audit systems and anti-money laundering and counter-terrorist financing requirements, as well as written and implemented automated accounting and financial systems.

6. The financial guarantee for the Absorbing Company or the Resulting Company in accordance with the effective legislations and any legislations amending or replacing them.

7. The submission of a written commitment signed by all partners to comply with the provisions of the Money Exchange Business Law, the Anti-Money Laundering and Counter-Terrorist Financing Law, and any other related laws and systems and instructions issued thereunder, according to the approved form for this purpose.

8. The submission of a written commitment to devote oneself to managing the company and permanent residence in the Kingdom, on the approved form for this purpose.

9. Completing the procedures for the establishment and registration of the company or completing the procedures to modify the company's status with the Ministry of Industry and Trade, as appropriate.

10. The submission of a financial position statement for the Absorbing Company or the Resulting Company after the merger, certified by a certified public accountant.

11. Evidence of completing the necessary procedures with the competent authorities, including the Income and Sales Tax Department.

12. Providing a suitable premises for conducting money exchange business, including the necessary equipment and preparations for its operations.

13. Any additional data, information, or documents requested for this purpose.

Article (8):
Subject to the provisions of the effective Companies Law, if initial approval for the merger of a money exchange company is issued, the competent committees shall be formed in accordance with the provisions of the Companies Law, and the Bank shall be provided with the committees' report, as appropriate, and the opening financial statements of the Absorbing Company.

Article (9):
The companies wishing to merge shall be committed to operating under the license granted to each of them during the initial approval period, while keeping their records organized and legal in accordance therewith and in accordance with the provisions of the effective legislations. The preparation of their financial accounts shall be done independently for each until the registration of the Absorbing Company or the registration of the Resulting Company is modified and the merger procedures are completed.

Article (10):
Upon completion of the requirements and conditions for obtaining final approval, the Board shall, after conducting the necessary inspection of the company's premises and within sixty days from the date of completion of these requirements and conditions, as appropriate, issue the necessary decisions to license the Resulting Company or the necessary amendments to the license of the Absorbing Company and cancel the licenses of the Merged Companies. These decisions shall include the activities that the Resulting Company or Absorbing Company is permitted to conduct. The Merged Companies shall make the necessary amendments with the competent authorities and provide the Central Bank with documents supporting this immediately after carrying them out.

Article (11):
The final approval decision stipulated in Article (10) of these Instructions shall be published in two local daily newspapers.

Article (12):
The Board may approve the merger of a company into an existing money exchange company, provided that their objectives are identical or complementary and do not conflict with the primary objective of money exchange companies, and in accordance with the conditions specified by the Central Bank.

Article (13):
Matters not addressed by these Instructions shall be referred to the Central Bank.

[Central Bank of Jordan Logo]

Money Exchange Company Merger Request Form

• Money exchange companies wishing to submit a merger request must fill out the attached merger request form, accompanied by the decision of all partners or the Extraordinary General Assembly of each of the companies wishing to merge, as appropriate, approving the merger and including the changes or amendments to be made or created in the Memorandum of Association or Articles of Association of the Absorbing Company or the Resulting Company, specifying the companies wishing to merge and the resulting company wishing to conduct business, in addition to providing the Bank with the specified date for the final merger. The merger request shall be accompanied by the following:

1. The proposed organizational structure and merger plan signed by the authorized signatories of the companies wishing to merge.
2. An economic feasibility study for the purposes of the merger, clarifying the financial impact of the merger process on the Absorbing Company or the Resulting Company, certified by a certified public accountant, and stating the following:
   a. The proposed estimated budget for the next three years. b. The preliminary estimates of the assets and liabilities of the companies wishing to merge at fair value.
   c. The bases adopted in its preparation.
3. Any additional information, data, or documents that the Bank deems necessary.

First: Information on the Absorbing/Resulting Company

1. Method of Merger:
   [ ] By merging one or more companies (the Merged Company) into another company (the Absorbing Company).
   [ ] By merging two or more companies to establish a new company, which shall be the Resulting Company from the merger.
2. Main Reason for Merger ________________________________________________
3. Company Name ________________________________________________

4. Company Type [ ] General Partnership [ ] Limited Partnership [ ] Limited Liability [ ] Public Joint Stock [ ] Private Joint Stock
5. Company Capital ________________________________________________
6. Activities the Company Wishes to Conduct:

---

7. Shareholders/Partners Data in the Absorbing/Resulting Company to be filled in Attachment (1).
8. Company Management Information:

• The Company is managed by: [ ] (Manager) [ ] (Board of Directors)
• Name of Manager / Names of Board of Directors Members

• ---

• ---

• ---

• ---

• ---

• With the attachment of CVs and identity documents proving practical experience and academic qualifications.

9. Company Headquarters ________________________________________________
10. Postal Address ________________________________________________
11. Telephone Number ________________________________________________
12. Fax Number ________________________________________________
13. Website (if available) ________________________________
14. Compliance Officer Information at the Company, with attachment of documents proving academic qualifications, practical experience, and training courses:

• Name (four parts) ________________________________________________
• Office Phone Number ________________________________________________
• Mobile Phone Number ________________________________________________
• Email Address ________________________________________________

15. Audit Firm Name / Certified Public Accountant ________________________________
16. Branch Information Required to be filled in in Attachment (3).

P.O. Box 37, Amman 11118 - Jordan. Tel: 9/3030301/46 * Fax: 4638889, 4639730. Website: www.cbj.gov.jo. Email: info@cbj.gov.jo

17. Statement on whether any shareholder/partner is an ally or related by a business relationship to another shareholder/partner, and attaching details regarding this.

• Ally: A person who controls another person or is controlled by that person or whom another person controls jointly.

Second: Information on Companies Wishing to Merge/Merged Companies to be filled in Attachment (2).

• The request must be accompanied by the decision of all partners or the Extraordinary General Assembly of each of the companies wishing to merge, as appropriate.

P.O. Box 37, Amman 11118 - Jordan. Tel: 9/3030301/46 * Fax: 4638889, 4639730. Website: www.cbj.gov.jo. Email: info@cbj.gov.jo

Declaration
All data, information, and documents contained in this request and its attachments are true, accurate, and reflect the actual situation. We also undertake to inform the Central Bank of any changes that occur immediately upon their occurrence.

Merged Company / Company Wishing to Merge	Name, Signature of Authorized Signatory, and Official Stamp

• Date of Request Submission ..../..../.....

• A recent registration certificate issued by the Companies Control Department / Ministry of Industry and Trade showing the authorized signatories for each company must be attached.

P.O. Box 37, Amman 11118 - Jordan. Tel: 9/3030301/46 * Fax: 4638889, 4639730. Website: www.cbj.gov.jo. Email: info@cbj.gov.jo

Attachment No. (1)
Shareholders/Partners Data in the Absorbing/Resulting Company

Partner Name	Nationality	Profit and Loss Distribution Ratio	Ownership Amount	Ownership Percentage %
Total

P.O. Box 37, Amman 11118 - Jordan. Tel: 9/3030301/46 * Fax: 4638889, 4639730. Website: www.cbj.gov.jo. Email: info@cbj.gov.jo

Attachment (2) - Information on Companies Wishing to Merge/Merged Companies

Company Name	Names of Partners Withdrawing Due to Merger	Number of Branches the Company Wishes to Merge and Their Addresses	Reasons for Merger

P.O. Box 37, Amman 11118 - Jordan. Tel: 9/3030301/46 * Fax: 4638889, 4639730. Website: www.cbj.gov.jo. Email: info@cbj.gov.jo

Attachment No. (3) - Branch Information

Branch Number	Branch Location

P.O. Box 37, Amman 11118 - Jordan. Tel: 9/3030301/46 * Fax: 4638889, 4639730. Website: www.cbj.gov.jo. Email: info@cbj.gov.jo