CENTRAL BANK OF JORDAN

Central Bank of Jordan

Amman Private University

Bahrain Sports Club

Distribution Office

Email: info@cbj.gov.jo

Website: www.cbj.gov.jo

Phone: 0096264630301

Fax: 009626438889

P.O. Box (37) Amman 11118, Jordan

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Number: 12667 / 3/17

Date: 13 Muharram 1447 AH

Approval: 26 Rabi' al-Awwal 2025 AD

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Dear Insurance Companies,

Subject: Instructions on Acquiring Significant Interest in Insurance Companies

Greetings,

In implementation of the provisions of Article (26) of the Insurance Business Regulation Law No. (12) of 2021 and based on the provisions of paragraph (b) of Article (109) of the Insurance Business Regulation Law No. (12) of 2021, please find enclosed the Instructions on Acquiring Significant Interest in Insurance Companies No. (9) of 2025, issued pursuant to the decision of the Central Bank Board of Directors No. (141) dated 24/7/2025.

Please accept our highest regards,

The Governor

Dr. Adel Al-Sharkas

Copy: Jordan Union of Insurance Companies.

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CENTRAL BANK OF JORDAN

Central Bank of Jordan

Number: 12968 / 3/17

Date: 10 Jumada al-Awwal 1447 AH

Approval: 4 August 2025 AD

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Instructions on Acquiring Significant Interest in Insurance Companies No. (9) of 2025

Issued pursuant to the decision of the Central Bank Board of Directors No. (141) dated 24/7/2025

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Instructions on Acquiring "Significant Interest" in Insurance Companies

Issued by the Central Bank Board of Directors in implementation of the provisions of Article (26) of the Insurance Business Regulation Law No. (12) of 2021 and based on Article (109/b) of the same Law.

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Article (1)

These Instructions shall be known as the Instructions on Acquiring Significant Interest in Insurance Companies and shall come into force as of 1/8/2025.

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Article (2)

a- The following words and phrases shall have the meanings specified below unless the context indicates otherwise:

1. The Law: The Insurance Business Regulation Law No. (12) of 2021.

2. Ultimate Beneficiary: The natural person who directly or indirectly owns or controls 1% or more of an insurance company's capital.

b- The definitions contained in the Law shall apply where mentioned in these Instructions unless the context indicates otherwise.

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Article (3)

a- Any person wishing, whether alone or as part of a group of related persons or persons related by blood up to the third degree, to acquire a significant interest or increase their significant interest in the capital of any insurance company, must submit an application to the Central Bank to obtain prior written approval for such acquisition, ensuring completion of the attached form in accordance with these Instructions and providing all supporting documents and evidence for the information and data contained therein.

b- The applicant for acquiring/increasing significant interest, pursuant to paragraph (a) of this Article, must provide the insurance company with a declaration form of the Ultimate Beneficiary, which will be regulated by a decision issued for this purpose, before obtaining the Central Bank's approval.

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Article (4)

The holder of significant interest must obtain prior approval from the Central Bank when making any change or transfer to the ownership structure of the holder of significant interest in the capital of insurance companies, if such change or transfer will result in a change to the Ultimate Beneficiary of the significant interest, under penalty of the approval granted by the Central Bank being deemed automatically revoked and the application of the provisions of paragraph (d) of Article (26) of the Insurance Business Regulation Law.

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Article (5)

In cases leading to a person owning a significant interest in the capital of an insurance company or increasing the percentage of such interest as a result of:

1. Transfer of shares of an insurance company or shares or portions of the capital of the holder of significant interest to heirs by inheritance.

2. Transfer of shares of an insurance company or portions of the capital of the holder of significant interest in execution of instructions on enforcement of mortgages or liens.

3. Transfer of shares of an insurance company among persons within the same group owning the significant interest.

4. Any modification or change to the Ultimate Beneficiary of any persons within the same group owning the significant interest.

The person for whom the change is made must complete the forms specified in Article (3) of these Instructions and provide all supporting documents before executing the transfer, change, or modification transaction, under penalty of taking the measures specified in items (1) and (2) of Article (26/d) of the Insurance Business Regulation Law in case of failing to obtain the Central Bank's approval.

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Article (6)

Any approval issued by the Central Bank for acquiring or increasing significant interest shall be valid for one year from the date of issuance, provided that all considerations under which the approval was issued remain in effect. In case of failure to acquire the full percentage of the significant interest approved within this period, the approval for the remaining percentage (which was not acquired) shall be considered void.

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Article (7)

The insurance company is obligated to inform the Central Bank about pledged or seized shares owned by the holder or holders of significant interest, as well as upon any change to such shares, within two working days from the date of occurrence of any of these events, specifying the number of such shares, their percentage, the mortgagee or beneficiary of the lien, and the reasons and date of the mortgage or lien.

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Article (8)

The provisions of these Instructions do not apply to the branch of a foreign insurance company licensed to conduct insurance business in the Kingdom.

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Article (9)

Notwithstanding what was stated in Article (6) of these Instructions, approvals granted for acquiring significant interest in insurance companies issued prior to its implementation shall remain valid until their specified expiration date.

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Article (10)

The Governor shall issue the necessary decisions to implement the provisions of these Instructions.

Chairman of the Board of Directors of the Central Bank

Adel Al-Sharkas

• Attached/Form for acquiring "Significant Interest".

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Form for Acquiring "Significant Interest" in Insurance Companies Submitted to the Central Bank of Jordan

In implementation of the provisions of Article (26) of the Insurance Business Regulation Law No. (12) of 2021 and based on Article (109/b) of the same Law

First: Data regarding the applicant for acquisition if 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 Beneficiary

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### Second: Data regarding the applicant for acquisition if a legal entity:

| | 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 Name |
| | Names of Chairman and Members of the Board of Directors/Executive Board |
| | Ultimate Beneficiary |
| | Paid-up Capital |

1. Attach financial statements for the last two years, along with the approval of the supervisory authority in the home country if required. In case the applicant is an insurance company/reinsurance company/bank/financial institution, state whether it has a credit rating, mentioning the rating grade and the issuing institution. Also, attach the registration certificate of the legal entity and a statement of major shareholders in its capital.

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### Third: Ownership Percentages:

| | Name of the Insurance Company to be Invested In: |
| :--- | :--- |
| | Current ownership percentage in the Insurance Company to be Invested In (attach detailed statement) |
| | New ownership percentage in the Insurance Company after Investment (attach detailed statement). |

### Fourth: List of names of natural or legal persons with whom the applicant for acquisition is related:

| Group Number | Names of Persons within the Related Group | Nature of Relationship (control, ownership, relationship affecting the independence and objectivity of decisions) | Legal Form of Related Person (public joint stock company, private joint stock company, limited liability company, partnership, sole proprietorship, public institution), or natural person | Ownership Percentage (direct, indirect) in the Insurance Company's Capital | Ultimate Beneficiary | Position Held by Group Members in the Insurance Company or any of its Subsidiaries |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 1 | | | | | | |
| 2 | | | | | | |
| 3 | | | | | | |
| 4 | | | | | | |

* Attach the registration certificate of the related legal entity.

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### Fifth: Shares and portions owned by the applicant for acquisition and related persons, directly or indirectly, in all insurance companies and their subsidiaries, or companies controlled by insurance companies or their subsidiaries:

| Number | Name of Insurance Company/Company Subsidiary of Insurance Company/Company Controlled by Insurance Company/Company Controlled by a Subsidiary of Insurance Company | Ownership Percentage |
| :--- | :--- | :--- |
| 1. | | |
| 2. | | |
| 3. | | |
| 4. | | |
| 5. | | |

### Sixth: Companies controlled by the applicant for acquisition or controlled by related persons:

| Company Name | Company Capital | Names of Partners/Shareholders in this Company | Ownership Percentage of Partner/Shareholder |
| :--- | :--- | :--- | :--- |
| | | | |
| | | | |
| | | | |

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### Seventh: Sources of Financing for the Target Investment:

| Number | Source Name (Loans, *Personal Funds, Others) | Amount |
| :--- | :--- | :--- |
| 1. | | |
| 2. | | |
| 3. | | |
| 4. | | |
| 5. | | |

* In case the source of financing is through borrowing, provide details regarding this.

- Attach written proof from one or more entities acceptable to the Central Bank regarding the financial solvency and ability of the applicant for acquisition to acquire from their own funds.
- A written declaration from the Ultimate Beneficiary applicant for acquisition confirming that no final judgments have been issued declaring bankruptcy/insolvency 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: List of names of persons owning shares in the insurance company with whom the applicant for acquisition has a blood relationship up to the third degree:

| Group Number | Names of Group of Persons with Blood Relationship | Blood Relationship and Degree of Kinship | Number of Shares Owned by the Group in the Insurance Company's Capital | Percentage of Shares Owned by the Group in the Insurance Company's Capital | Position Held by Group Members in Insurance Companies or any of their Subsidiaries |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 1 | | | | | |

### Ninth: Any other contributions in the insurance company to be acquired for which the applicant for acquisition has voting rights (mention in detail):

.....................................................................................................................................................................................
.....................................................................................................................................................................................
.....................................................................................................................................................................................

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

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.....................................................................................................................................................................................
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I, the undersigned, certify the correctness and accuracy of all information, data, and documents included and attached in this request, and I bear any consequences resulting from the incorrectness or inaccuracy of any of them.

Name of Applicant: ...............................................................
Signature of Applicant: ...............................................................
Date: ..................................................................................