Instructions on Acquiring Significant Interest

Instructions on Acquiring "Significant Interest" Issued in implementation of Article (34) of Banking Law No. (28) of 2000 and its amendments, and pursuant to Article (99/b) of the same Law.

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First: For the purposes of these Instructions:
1- The phrases "Significant Interest" and "Related Party", and the words "Control" and "Person" shall have the meaning assigned to each of them in Banking Law No. (28) of 2000 and its amendments. 2- The term "Ultimate Beneficial Owner" refers to the natural person who owns or controls, directly or indirectly, shares in the capital of any Jordanian bank, regardless of the ownership percentage.

Second: Any person wishing – whether alone or as a group of related parties or relatives up to the third degree – to acquire a significant interest or increase their ownership of a significant interest in the capital of any Jordanian bank must apply to the Central Bank for prior written approval for such acquisition. They must commit to filling out the form attached to these Instructions properly and providing all supporting documents and evidence for the information and data contained therein, in addition to attaching the Ultimate Beneficial Owner declaration form attached to Circular No. (10/1/929) dated 14/1/2021.

Third: Prior approval from the Central Bank must be obtained when making any change or transfer to the ownership structure of the holder of a significant interest in bank capital, if this change or transfer will result in a change of the Ultimate Beneficial Owner of the significant interest. Failure to do so will result in the approval granted by the Central Bank to the holder of the significant interest in the bank, whose structure was changed or transferred, being deemed automatically revoked, and the provisions of Paragraph (d) of Article (34) of the Banking Law will apply.

Fourth: In cases that result in a person owning a significant interest in a bank's capital or increasing the percentage of this interest as a result of:

• Transfer of bank shares or shares or quotas in the capital of the holder of the significant interest to heirs via inheritance.
• Transfer of bank shares or quotas in the capital of the holder of the significant interest in execution of enforcement on mortgage bonds or attachments.
• Transfer of bank shares among persons within the same group owning the significant interest.
• Any modification or change to the Ultimate Beneficial Owner of any persons within the same group owning the significant interest.
  The person who will undergo the change for their benefit must fill out the forms stipulated in Item (Second) of these Instructions and provide all supporting documents before carrying out the transfer, change, or modification transaction. Failure to obtain the Central Bank's approval for this will subject them to the measures stipulated in Items (1) and (2) of Article (34/d) of the Banking Law.

Fifth: Any approval issued by the Central Bank for acquiring or increasing a significant interest is valid for one year from the date of issuance, provided that all considerations under which the approval was issued remain in effect. If there is no commitment to acquire the full percentage of the significant interest approved within one year, the approval for the remaining percentage (which was not acquired) is considered void.

Sixth: The bank is obligated to inform the Central Bank about the mortgaged or attached shares owned by the holder or holders of the significant interest, as well as upon any change to those shares. The bank must specify the number of those shares, their percentage, the mortgagee or beneficiary of the attachment, and the reasons and date of the mortgage or attachment.

Seventh: These Instructions are effective from their date, and they repeal the Instructions on Acquiring Significant Interest No. (49/2010) dated 2/5/2010, Circular No. (10/2/3/3/11755) dated 29/11/2007, Circular No. (10/2/8601) dated 19/7/2011, and Circular No. (10/2/15631) dated 30/12/2014.

Attachment: Form for Acquiring "Significant Interest".
Form for Acquiring "Significant Interest" submitted to the Central Bank of Jordan In implementation of Article (34) of Banking Law No. (28) of 2000 and its amendments And pursuant to Article (99/b) of the same Law

First: Data regarding the applicant for acquisition if the applicant is a natural person:
Name (Full)
Nationality
Gender
Phone Number
Fax Number
Postal Address
Email
Type of Identity Document
Document Number
Place and Date of Issue
Place and Date of Birth
National Number (for Jordanian persons)
Ultimate Beneficial Owner

Second: Data regarding the applicant for acquisition if the applicant is a legal entity:
1
Name (as per the registration certificate issued by the competent authority) Nationality Registration Number Date of Registration Address Phone Number Fax Number Email/Website Nature of Activity General Manager's Name Names of the Chairman and Members of the Board of Directors/Executive Board Ultimate Beneficial Owner Paid-up Capital 1 Attach financial statements for the last two years, along with approval from the supervisory authority in the home country if required. If the applicant is a bank, state whether it has a credit rating, mentioning the rating degree and the issuing institution. Also, attach the registration certificate of the legal entity and a statement of major shareholders in its capital.

Third: Ownership Percentages:
Name of the Bank to be invested in:
Current ownership percentage in the Bank to be invested in (attach a detailed statement) New ownership percentage in the Bank after investment (attach a detailed statement)

Fourth: List of names of natural or legal persons whom the applicant for acquisition is related to:
Number
Name of Related Person*
Position held by the Investor in the Related Company Nature of Related Person's Activity (Trade/Industry/Financial Sector/Services/Agriculture/Other with specification) Legal Form of Related Person (Public Joint Stock Company, Private Joint Stock Company, Limited Liability Company, General Partnership, Sole Proprietorship, Public Establishment), or Natural Person Nationality of Related Person Detailed Address of Related Person Ultimate Beneficial Owner 1. 2. 3. 4. 5.

• Attach the registration certificate of the related legal entity.

Fifth: Shares and quotas owned by the applicant for acquisition and their related parties, directly or indirectly, in all banks and their subsidiaries, or companies controlled by these banks or their subsidiaries:
Number
Name of Bank/Company Subsidiary of Bank/Company Controlled by Bank/Company Controlled by a Bank Subsidiary Ownership Percentage 1.
2.
3.
4.
5.

Sixth: Companies controlled by the applicant for acquisition or controlled by their related parties:
Company Name
Company Capital
Names of Partners in this Company
Partner's Ownership Percentage

Seventh: Sources of financing for the target investment:
Number
Name of Source (Loans*, Personal Funds, Other) Amount 1.
2.
3.
4.
5.

• If the source of financing is through borrowing, mention the details related to that.

• Attach written proof from one or more entities acceptable to the Central Bank regarding the financial solvency of the applicant for acquisition and their ability to acquire from their own funds.
• A written declaration from the Ultimate Beneficial Owner applicant for acquisition confirming that no final judgments declaring bankruptcy/insolvency have been issued in the Hashemite Kingdom of Jordan or abroad, and that they have not been convicted of a crime of breach of trust or any crime related to money laundering or terrorist financing.

Eighth: Facilities granted to the applicant for acquisition and their related parties by banks and other financial companies (including the Bank to be invested in) inside and outside the Kingdom:
Number
Name of Bank or Financial Company
Nature of Facilities
(Current Account, Personal Loans, Real Estate Loans, Share Financing Loans, Guarantees, Credits, Other with specification) Amount of Facilities Purpose of Facilities Provided Collateral Type of Collateral Value 1. 2. 3. 4. 5.

Ninth: Facilities guaranteed by the applicant for acquisition and their related parties at banks and other financial companies (including the Bank to be invested in) inside and outside the Kingdom:
Number
Name of Bank or Financial Company
Nature of Facilities
(Current Account, Personal Loans, Real Estate Loans, Share Financing Loans, Guarantees, Credits, Other with specification) Amount of Facilities Name of Guaranteed Person 1. 2. 3. 4. 5.

Tenth: List of names of persons owning shares in the Bank and who have a family relationship with the applicant for acquisition up to the third degree:
Number
Name of Person with Family Relationship
Nature and Degree of Relationship
Number of Shares Owned
Address
Position held in the Bank or any of the Bank's subsidiaries 1.
2.
3.
4.

Eleventh: Any other contributions in the Bank to be acquired that the applicant for acquisition has voting rights for (mention in detail):
...............................................................................................................................................................................................................................................................................................................................

Twelfth: Any additional information, data, or documents that the Central Bank deems necessary to complete the study of the acquisition request.
.......................................................................................................................................................................................................................................................................................................................................

I, the undersigned, certify the truth and accuracy of all information, data, and documents included and attached to this request, and I bear any consequences resulting from the inaccuracy or falsity of any of them.
Name of Applicant: .............................................
Signature of Applicant: ..............................................
Date:
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