Norm on the Requirements for the Establishment of Banks, Financial Companies, Branches of Foreign Banks and Representative Offices

Resolution No. CD-SIBOIF-473-1-ABR11-2007
Date: April 11, 2007

NORM ON THE REQUIREMENTS FOR THE ESTABLISHMENT OF BANKS, FINANCIAL COMPANIES, BRANCHES OF FOREIGN BANKS AND REPRESENTATIVE OFFICES

The Board of Directors of the Superintendence of Banks and Other Financial Institutions,

CONSIDERS

I

That Article 2 of Law 316, the Law of the Superintendence of Banks and Other Financial Institutions (Law of the Superintendence), states that the Superintendence of Banks and Other Financial Institutions (Superintendence) has the legal mandate to protect the interests of depositors who entrust their funds to financial institutions and to preserve public safety and confidence by promoting adequate supervision that ensures their solvency and liquidity in the intermediation of resources entrusted to them;

II

That in order for the Superintendence to fulfill its legal mandate to protect the interests of depositors, it is necessary that, from the gestation process of the future financial institution, interested parties not only demonstrate the economic viability of the project but also their solvency and integrity, as required by Article 4 of Law 561, the General Law of Banks, Non-Banking Financial Institutions and Financial Groups (General Law of Banks);

III

That subsections 2, 4, 6, and 7 of the aforementioned Article 4 empower the Board of Directors of the Superintendence to issue rules of general application indicating the information and documents that must be presented to prove compliance with what is stated in these subsections;

IV

That in addition to the aforementioned Article 4, Articles 5, 6, 7, and 8 of the General Law of Banks refer to the approval process for the application to establish a financial entity, as well as the requirements to be met to authorize its operation in cases where the application is approved;

V

That Article 9 of the General Law of Banks authorizes banks legally constituted abroad to operate in the country through the establishment of a branch, with the authorization process and adherence to the country's laws regulated in Articles 10, 11, 12, and 13 of that same legal framework;

VI

That Article 14 of the General Law of Banks allows foreign banks to operate in the country through the figure of a Representative Office, and to develop the activities expressly listed in that provision, prior to registration with the Superintendence; empowering the Board of Directors of the Superintendence to establish the minimum requirements that must be met to proceed with the registration of Representative Offices of foreign banks;

In exercise of its powers,

HAS ISSUED

The following:

NORM ON THE REQUIREMENTS FOR THE ESTABLISHMENT OF BANKS, FINANCIAL COMPANIES, BRANCHES OF FOREIGN BANKS AND REPRESENTATIVE OFFICES

Resolution No. CD-SIBOIF-473-1-ABR11-2007

CHAPTER I
CONCEPTS, OBJECT AND SCOPE

Art. 1. Concepts.- For the purposes of this norm, the following are understood:

a. 5% Shareholder(s): Natural or legal person who, either individually or together with their related parties, intends to participate in the share capital of a supervised financial institution in a percentage equal to or greater than 5% of said share capital.

b. Board of Directors: Board of Directors of the Superintendence of Banks and Other Financial Institutions.

c. General Law of Banks: Law 561, General Law of Banks, Non-Banking Financial Institutions and Financial Groups, published in the Official Gazette No. 232 of November 30, 2005.

d. Superintendence: Superintendence of Banks and Other Financial Institutions.

e. Superintendent: Superintendent of Banks and Other Financial Institutions.

Art. 2. Object and Scope.- This norm aims to establish the requirements, procedures, and processes for the authorization of the establishment and operation of banks and financial companies, the establishment in the country of branches of foreign banks, and the authorization of representative offices, so that the Superintendence can fulfill its legal mandate to protect the interests of depositors and the strength of the Financial System.

This Norm is applicable to banks, financial companies, branches of Foreign Banks, and Representative Offices.

In this norm, when the word "bank" is used, it should be understood that it also refers to financial companies, as appropriate.

CHAPTER II
REQUIREMENTS FOR AUTHORIZATION

Art. 3. Application to the Superintendence of Banks.-

1 Persons who intend to establish a bank must submit an application to the Superintendence, containing the names and surnames or trade name, domicile, and profession of all organizers, accompanied by the following documents:

a. The draft deed of incorporation and its bylaws.

b. Economic-financial feasibility study, which must contain the information required in Annex 1 of this norm, which is an integral part of it.

c. Minute denoting deposit in the current account of the Superintendence, for the value of 1% of the minimum capital amount, for the processing of the application. Once operations have begun, this deposit will be returned to the promoters. If the application is denied, 10% of the deposit amount will be paid to the Treasury of the Republic: the balance will be returned to the interested parties. In case of withdrawal, 50% of the deposit will be paid to the Treasury. For the purposes of the above, a request must be made to the Superintendence for the account and name of the bank entity where the deposit will be made.

d. In order to verify compliance with subsections 3, 4, 6, and 7 of Article 4 of the General Law of Banks, each of the 5% Shareholders of the proposed institution, as well as the members of the board of directors and main management team (principal executive, general manager, area vice-managers, and internal auditor), must present, as indicated, the following information and documentation:

1. For natural persons:

i. Name, age, occupation, nationality, and domicile.

ii. Documented curriculum vitae with the information required in Annex 2, which becomes an integral part of this norm.

iii. Financial statements and list of income and expenses, with the information required in Annex 3, which becomes an integral part of this norm, signed by the interested party and certified by an authorized public accountant or equivalent professional in the country where it is issued. The figures must be expressed in book value in accordance with accounting standards. This information is only required for 5% Shareholders.

iv. Photocopy of the identity card on both sides for nationals, or of the identity card for residents or of the passport in the case of foreigners, notarized according to the law on the matter.

v. Number of the Single Taxpayer Registry (RUC). In the case of foreigners not domiciled in the country, they must present the equivalent used in the country where they pay taxes.

vi. Certificate of judicial and/or police records, issued by the corresponding national instances in the case of persons domiciled in Nicaragua, and by the competent foreign organism, when it concerns persons not domiciled in Nicaragua or natural persons residing in Nicaragua who have been residents abroad in the last 15 years.

vii. A minimum of 5 recent personal, banking, or commercial references as of the date of the application (national or foreign).

viii. Declaration before a public notary stating that they are not subject to any of the situations contemplated in subsections 1, 5, 6, 7, and 8 of Article 29 of the General Law of Banks. For Directors: declaration before a public notary stating that they are not subject to the impediments of the aforementioned Article 29.

ix. Detailed list of related natural and legal persons as well as those constituting their unit of interest, based on the criteria established in Article 55 of the General Law of Banks and the corresponding Norm.

2. For legal persons:

i. Notarially certified copy of the testimonial of the public deed of incorporation of the company, bylaws, and of their modifications, if any. In the case of foreign legal persons, the equivalent documents.

ii. A minimum of five recent banking or commercial references as of the date of the application (national or foreign).

iii. Names of the members of the Board of Directors, as well as the curriculum vitae of each of its members, which shall be presented in accordance with Annex 2.

iv. Notarial certification in original of the minutes in which the authorization granted by the corresponding corporate instance is recorded, to participate as organizer and/or shareholder of the new banking institution and the amount of the investment destined for that purpose.

v. Copy of the report of independent auditors on the audited financial statements, corresponding to the two accounting exercises prior to the date of the application, as appropriate.

vi. List and percentage of participation of the 5% Shareholders, natural persons, ultimate owners of the shares, in a succession of legal persons, of the legal person shareholder promoting the bank in formation. In order to determine if the natural persons indicated here are 5% Shareholders, the calculation methodology established in Annex 4, which is an integral part of this norm, must be followed.

The natural persons who, according to the aforementioned calculation methodology, are 5% Shareholders must comply with the information requirements established in subsection 1 of this letter d.

The Superintendent is empowered to request the information he deems necessary regarding the legal persons in which the 5% Shareholders, natural persons, participate, such as members of boards of directors, activity to which they are dedicated, data of constitution and registration, among others.

Likewise, a scheme reflecting the shareholding structure of the 5% Shareholders must be presented, in which it is reflected whether this percentage of participation is individually or together with their related parties, indicating the full names of the natural or legal persons contained in this organizational chart.

e. For all shareholders, documentary evidence of the lawful origin of the patrimony to be invested in the new institution. As a minimum, such documentation must include:

1. Information on the bank accounts from which the money comes.

2. Information on the origin of the money deposited in said accounts.

3. Information on the origin of the patrimony (information on the activities from which the patrimony comes such as businesses, inheritances, donations, etc.) and evidence that the money comes from them.

The Superintendent is empowered to request any other information he deems necessary in order to fulfill the object of this norm and the legal mandate to protect the interests of depositors and the strength of the financial system.

Art. 4. Exceptions.-

2 The Superintendent may authorize exceptions to one, several, or all of the requirements indicated in Article 3, Chapter III, regarding the establishment of foreign branches, and to Chapter VI, regarding the representative offices of foreign banks, all of this norm, in the following cases:

a. When the partner(s) legal person(s) is a public law institution with capacity for such effect.

b. When the partner(s) legal person(s) are bilateral or multilateral international organisms or organisms and/or institutions without profit motives dedicated internationally to development.

c. When the partner(s) legal person(s) are financial institutions with first-rate international rating performed by a risk rating agency or supervised by bodies with which this Superintendence has signed agreements for the exchange of information or cooperation.

d. When the partner(s) legal person(s) trades its shares on a stock exchange or regulated market.

All information required here must be supported by the interested party, to the satisfaction of the Superintendent.

Likewise, the Superintendent may authorize exceptions to the presentation of some or all of the aforementioned information requirements, when this, having been required by other prudential norms, is found updated in the files of this Superintendence.

Art. 5. Criteria for denying the authorization request to constitute.- Without prejudice to the application of other evaluation criteria established in the law and other applicable regulations, the authorization request will be denied in any of the following cases:

a. The required information is not presented complete within the deadline established in this norm.

b. False or misleading information is presented.

c. The information presented demonstrates or reasonably allows presuming, in the judgment of the Superintendent, significant deficiencies in the qualities of the applicants.

In case the presentation of false or misleading information is proven after the authorization to constitute the company or to operate has been issued, such authorizations will be revoked.

Art. 6. Number of copies.- The application and documents presented to the Superintendence must be delivered in original and four simple photocopies.

CHAPTER III
REQUIREMENTS FOR THE ESTABLISHMENT OF BRANCHES OF FOREIGN BANKS

Art. 7. Branches of foreign banks. Application.- For the establishment in the country of a branch of a foreign bank, it must submit an application to the Superintendent through a representative accredited by public instrument, in Spanish, which must contain at least:

a. Personal data identifying the legal representative designated by the parent bank.

b. Exact address in Nicaragua to receive notifications from the Superintendence.

c. Corporate name and full trade name, and abbreviations, when applicable, of the parent bank requesting the establishment of a branch in the country.

d. Exact address of the parent bank.

e. Exact address where the branch will function.

f. Documents attached to the application, as indicated in the following article.

The application and documents presented to the Superintendent must be delivered in original and one simple photocopy.

Art. 8. Documentation.- The application for the establishment of a branch of a foreign bank must be accompanied by the following documentation:

a. Economic-financial feasibility study, which must contain the information required in Annex 1.

b. Certification of the deed of incorporation or constitutive act and bylaws of the requesting bank and of the legal authorization that supports its constitution and operation in the country of origin, as well as the certificate of validity of all of the above.

c. General balance sheets, profit and loss statements, and annual reports of the requesting bank, corresponding to the last 5 years.

d. Proof that the requesting bank is legally authorized to establish branches in Nicaragua, according to its bylaws and the laws of its country of origin, accompanied by certification issued by the supervisory authority of that country stating its conformity with the application.

e. Original of the resolution adopted by the competent authority of the parent bank, by which the opening of the branch in the country is decided; as well as a notarially certified copy in accordance with the law on the matter of the instrument in which its legal representative is authorized to conduct business, execute acts, enter into contracts, and represent judicially and extrajudicially the institution registered in the respective records.

f. For the future principal executive or general manager, area vice-managers, and internal auditor of the branch, including its legal representative:

1. Declaration before a public notary stating that they are not included in the impediments listed in Article 29 of the General Law of Banks.

2. A minimum of five recent banking or commercial references as of the date of the application.

3. Certificate of judicial and/or police records, issued by the corresponding national instances in the case of persons domiciled in Nicaragua, and by the competent foreign organism, with the corresponding authentication, when it concerns persons not domiciled in Nicaragua or natural persons residing in Nicaragua who have been residents abroad in the last 15 years.

4. Curriculum vitae in accordance with Annex 2.

g. Declaration of the parent bank indicating:

1. The national or foreign entities that are part of the financial group to which the parent bank in question belongs, in accordance with what is indicated in Title V of the General Law of Banks.

2. The ownership structure of the parent bank, which allows determining with precision the identity of the natural persons, who are ultimate owners of the shares in a succession of legal persons shareholders of the parent bank, who hold more than 5% of the paid capital, following what is indicated in letter d, subsection 2, roman vi, of Article 3 of this norm.

Processing will be given only to applications for the establishment of branches of foreign banks, when institutional information exchange can be carried out between the supervisors of both countries and that the parent bank has more than five years of operating and performing banking financial intermediation in the country that granted the license. If it is a foreign bank originating from a merger, the years of operation of the oldest entity will be counted.

CHAPTER IV
PROCESS OF AUTHORIZATION TO CONSTITUTE AS A BANK OR AUTHORIZE THE ESTABLISHMENT OF A BRANCH OF A FOREIGN BANK

Art. 9. Authorization.- The Superintendence will have a period of 120 days to rule on the authorization request to constitute a banking institution or to authorize the establishment of a branch of a foreign bank. This period will begin to run from the moment that all the information required by the Law and this norm has been received.

Art. 10. Modifications.- Any changes that the interested parties wish to make during the time the application is being processed or prior to the start of operations must be reported in writing to the Superintendent, complying with the same requirements of the original application, insofar as applicable.

CHAPTER V
AUTHORIZATION TO BEGIN OPERATIONS

Art. 11. Notice of start of operations.-

3 In accordance with what is established by Article 7 of the General Law of Banks, prior to the start of operations of a national bank or a branch of a foreign bank in the country, the Superintendent will verify compliance with the following aspects:

a. Minimum paid share capital in cash. In the case of branches of foreign banks, assignment and radicating of capital equal to the minimum established by the Law. In both cases, 80% of this must be in demand deposit at the Central Bank of Nicaragua, in Córdobas or in its equivalent in United States Dollars.

b. Testimonial of the deed of incorporation and its bylaws with the corresponding registration reasons in the Public Registry.

c. Opening balance sheet.

d. Certification of the appointments of the directors for the first period, of the manager or principal executive of the bank, and of the internal auditor.

e. Verification by the Superintendent that the institution has adequate physical facilities and technological platform, as well as the necessary contracts, insurance, manuals, and regulations, approved by the board of directors. For this purpose, the interested parties must take into account what is indicated in Annex 5 and the norms issued by the Board of Directors, such as those pertinent to the management of credit, market, liquidity, and operational risks.

If the application for operation authorization with evidence of compliance with the aforementioned requirements is not presented within one hundred eighty (180) days from the notification of the resolution authorizing its constitution, it will become void, and the amount of the deposit referred to in Article 2 of this norm will be paid to the Treasury of the Republic.

In order to expedite the authorization process, the Superintendent may require, 45 days before the expiration of the 180-day period referred to in the previous paragraph, that the interested parties present an progress report on the compliance with the requirements indicated in the previous letter e.

Art. 12. Verification of requirements. Authorization of operation.-

Once the compliance with the requirements established in the previous article has been verified, the Superintendent will grant the authorization to begin operations in accordance with what is established in Article 8 of the General Law of Banks.

CHAPTER VI
ESTABLISHMENT OF REPRESENTATIVE OFFICES

3 Art. 11, amended on May 02, 2018 - Resolution CD-SIBOIF-1054-1-MAY2-2018.
Art. 11, amended on April 16, 2008 – Resolution CD-SIBOIF-530-1-ABR16-2008.
In force from its publication in La Gaceta, Official Gazette No. 105 of 04.06.08

OF FOREIGN BANKS
Art. 13. Representative offices of foreign banks.- In accordance with what is established in Article 14 of the General Banking Law, foreign banks and financial institutions may, in addition, establish representative offices in the country, prior to registration with the Superintendency. Representative offices are those that, on behalf of foreign financial institutions, place funds in the country in the form of credits and investments and act as information centers for their clients. Such offices shall not capture resources from the public in the country. Violation of this prohibition shall result in the immediate revocation of the authorization, through a resolution issued by the Superintendent. Art. 14. Information requirements.- Any foreign bank that intends to establish a representative office to carry out the activities related in the previous article must submit a written application addressed to the Superintendent, signed by the legal representative or attorney-in-fact, which must be accompanied by the following information:
a. Certification of the constitutive act and bylaws of the applicant bank and the legal authorization that supports its establishment and operation in its country of origin, as well as the certificate of validity of all of the foregoing. b. Authorization issued by the supervisory authority of the parent company, for the establishment of the office in the country, when applicable.
c. Certification of the resolution issued by the competent authority of the foreign bank, in which it resolves to establish a representative office in Nicaragua.
d. Certification of the agreement of the board of directors of the applicant institution, in which it makes an express declaration that it commits to:

1. Maintain permanently in the country at least one representative with broad and sufficient powers to carry out all acts and contracts that must be executed and have effect in the national territory, having to present the Power of Attorney granted to this person.
2. Expressly submit to the laws, courts, and authorities of the country, with respect to the acts and contracts it enters into in the national territory and that are to have effect therein.
   e. Report from independent auditors on the financial statements of the parent company corresponding to the last 5 years.

Art. 15. Processing of the application and supervision cost.- 4 The procedure to process the application for authorization of a representative office and its supervision cost shall be governed by the following provisions:
a) Processing of the application: If upon review of the application, documentation, and information received, it is established that it is incomplete, or if the analysis determines that it is incorrect or that it is necessary to request complementary information, the Superintendent shall notify the interested parties in writing, who within the period of 30 calendar days following the notification of said situation, must attend to the request. Once the study of the application is concluded, the Superintendent shall resolve the pertinent matters within a period of 60 calendar days counted from the presentation of the complete application. b) Repealed.
CHAPTER VII
FINAL PROVISIONS
Art. 16. Legalization of documents from abroad and their language.- All information and/or documentation required by this standard that is in a language other than Spanish must be presented with its corresponding translation, which must comply with what is stipulated in the national laws on the matter or with the laws of the country where the translation is effected. The documents from abroad that are required from natural or legal persons in this regulation must comply with the requirements established by the laws on the matter so that they can have legal effects in the country. Art. 17. Annexes.- The Superintendent is authorized to make modifications to the Annexes to this standard when the case so requires. Art. 18.- Repeal.- The Norm on the Requirements for the Establishment of Banks, Financial Companies, Branches of Foreign Banks, and Representative Offices, Resolution No. CD-SIBOIF-424-2-JUN6-2006 is repealed.
Article 19.- Validity.- This Standard shall enter into force from its publication in La Gaceta, Official Diary.
ANNEX 1
CONTENT OF THE ECONOMIC-FINANCIAL FEASIBILITY STUDY 4 Art. 15, amended on May 14, 2025 - Resolution CDMF-XVI-1-25.
Art. 15, amended on January 14, 2020 - Resolution CD-SIBOIF-1148-1-ENE14-2020.

I. DESCRIPTION OF THE PROJECT.
It must include the following general data:
a. Identification of the project; b. Legal and regulatory aspects to be considered in the development of the project;
c. Summary description of the project including:

1. Current economic and social conditions, internal and external;

2. Economic and social benefits that the project will provide to the country;

3. Source of resources;

4. Target market, size, and geographic area of the project;

5. Other relevant aspects of the project; and,

6. Most important aspects of the conclusions of the study conducted.
   II. MARKET STUDY.
   a. Determination of the target market.
   Determination of the target market to which the products and services of the banking entity in formation will be oriented, explaining extensively the reasons that justify the decision. b. Current and future analysis of demand. In order to know if the banking entity in formation, as well as the financial products and services it will offer, will have demand that makes the project viable, a market research must be conducted that will be supported by:

7. Evaluation of the financial system and social and economic variables.
   This part of the study will comprise the analysis of the Nicaraguan financial system and the main economic, political, and social variables, for at least the last 5 years, to determine the strengths, weaknesses, opportunities, and threats of the project. For this, the orientation of monetary policy and the economic growth prospects corresponding to the year in which the application is presented must also be taken into account; and,

8. Research on the potential market of the project.
   A market research must be carried out through surveys or another acceptable technique, which allows evaluating, among other aspects, whether the new institution and the products and services to be offered will have acceptance and demand from users of the financial system. In addition, projections of the demand for products and services and the bases that support them must be included.
   c. Current and future analysis of supply.
   The supply analysis must widely consider the conditions under which competition will take place in the financial market, taking into account the financial products and services already existing and the market niche in which it is intended to position itself. Regarding this, the characteristics of the main products and services offered by the financial market and those that the new institution will offer must be indicated. The aspects, characteristics, and advantages of the services and products that the new institution will offer, compared to what the market already offers, will be highlighted, this in order to determine which aspects will make its participation in the market possible, indicating its competitive advantages; in addition, projections on the supply of said products or services and the bases that support the projections must be included. d. Price analysis. In accordance with the research conducted, an analysis of the prices of similar products and services offered by the financial system must be presented, in order to compare them with those that the entity in formation will provide and use it for the projections of probable income and expenses. e. Commercialization analysis (marketing). The strategy for the commercialization of the products and services of the banking entity in formation must be described, indicating the distribution channels and in general the way in which competition will take place in the market. f. Conclusions. Having developed the bases and elements that comprise the market study, the corresponding conclusions must be issued, which will also include the favorable and unfavorable aspects found in the research.
   III. TECHNICAL STUDY.
   It will contain all that information that allows establishing the necessary infrastructure to serve its target market, as well as

quantify the amount of investments and operating costs of the entity in formation, specifying the following:
a. Business organization.
The internal organization of the institution will be described, as well as the different administration bodies, specifying the number of personnel, experience, academic level, and location within the organization. b. Location and description. Probable geographic location of the head office and agencies, as well as technical explanation of said decision.
c. Information systems.
Description of accounting, administrative, communication, and risk monitoring and money laundering prevention systems; as well as the software and hardware to be used. d. Legal framework. The study must be supported by the current applicable legal and regulatory provisions, considering their impact on the financial projections of the entity. e. Conclusions. Having developed the bases and elements that comprise the technical study, the corresponding conclusions must be issued, which will also include the favorable and unfavorable aspects found in the research.
IV. STUDY AND FINANCIAL EVALUATION OF THE PROJECT.
In this section, the amount and origin of the economic and financial resources available to carry out the project must be explained, including the following aspects:
a. Origin and amount of capital.
For this purpose, the authorized, subscribed, and paid capital with which the entity will start must be indicated, as well as the description and documentation that proves the origin and legitimacy of the funds. b. Policies, methodology, and assumptions. The policies, methodology, and assumptions that will be used to take advantage of the opportunities offered by the financial market in particular and the economy in general will be described, on the following aspects:

1. Of capture;

2. Of placement; and,

3. Of administration.
   c. Financial projections.
   Financial projections must be prepared that cover a period of no less than 5 years of operation, presenting the following information:

4. Assumptions for each year of the financial projections;

5. Balance sheet;

6. Income statement;

7. Cash flow;

8. Break-even point;

9. Calculation of capital adequacy in accordance with what is established in the General Banking Law; and,

10. Projection of the legal reserve position.
    In the cases of items 2, 3, and 4, the budgets that support the figures to be recorded must be detailed. d. Calculation of financial indicators.
    Among the aspects to be evaluated are:

11. Minimum expected rate of return;

12. Profitability analysis;

13. Net present value, indicating the discount rate used;

14. Internal rate of return of the project; and,

15. Sensitivity analysis.
    The sensitivity analysis of the project must consider endogenous and exogenous factors that could affect the project, proposing pessimistic, normal, and optimistic scenarios. e. Conclusions. Having developed the bases and elements that comprise this study and financial evaluation, the corresponding conclusions must be issued, which will also include the favorable and unfavorable aspects found in the analysis.
    V. ECONOMIC AND SOCIAL EVALUATION.
    This section must include the contributions of the project to the economic variables of the country and to society in general, which includes:

a. Social impact.
Job generation, tax generation, access to banking services, contribution to the target market. b. Economic benefits.
Participation in the economic growth of the country, in its function as a financial intermediary, through secondary money creation, price competition, incidence on demand and supply, external financing sources, contribution to savings, etc.
c. Conclusion.
Having developed the bases and elements that comprise the socio-economic study, the corresponding conclusions must be issued, which will also include the favorable and unfavorable aspects established in the analysis.
VI. STRATEGIC PLANNING.
Strategic planning for five years must include the following aspects:
a. Company profile; b. Analysis of the strengths, opportunities, weaknesses, and threats of the project;
c. Vision;
d. Mission; e. Strategic objectives; f. Strategies in the proposed business sphere:

1. Products and services;
2. Finance;
3. Growth;
4. Organization;
5. Personnel; and,
6. Marketing.
   g. Risk management and internal controls; h. Contingency plans;
   i. New business opportunities.

ANNEX 2
CURRICULUM OF ORGANIZERS, PROPOSED ADMINISTRATORS, SHAREHOLDERS, MEMBERS OF THE BOARD OF DIRECTORS, CHIEF EXECUTIVE, GENERAL MANAGER, VICE MANAGERS OF AREAS, AND INTERNAL AUDITOR OR THOSE WHO ACT IN THEIR PLACE Strictly confidential information INSTITUTION:
_______________________________________________________________ GENERAL DATA Full name:
____________________________________________________ Nationality:
____________________________________________________ Profession or trade:
____________________________________________________ Place and date of birth:
____________________________________________________ Identity Card Number:
____________________________________________________ Residence Card (in the case of foreigners residing in the country) ____________________________________________________ Passport Number (in the case of non-resident foreigners) ____________________________________________________ No. RUC (or its equivalent, as applicable):
____________________________________________________ Position to be held in the Institution:
____________________________________________________ Immigration status:
____________________________________________________ Do you have authorization to work in the country? (only for foreign shareholders holding administrative or board positions) YES ( ) NO ( ) Authorization number:

---

Date of authorization:
______________________________________________ Validity of the authorization:
______________________________________________ KNOWLEDGE AND EXPERIENCE Knowledge and experience in banking, stock market, financial activity, and financial risk management:
Entity Position Period from ... to ...
Main Functions
Positions held or held in other entities:
Entity Position Period from ... to ...
Main Functions
Studies and training completed:
Establishment
Title or name of the course
Period from ... to ...
Observations
OTHER INFORMATION
Have you been declared bankrupt or insolvent? YES ( ) NO ( ) If affirmative, indicate the reasons and state if you have been rehabilitated:
________________________________________________________________ ________________________________________________________________ ______________________________________________ Have you ever been subject to judicial proceedings? YES ( ) NO ( ) If affirmative, indicate:

Reason Type of process Date Final Result
Have you ever been administratively sanctioned or judicially processed for money laundering or other assets? YES ( ) NO ( ) If affirmative, indicate the sanction or process.
I declare that the data above are true, subjecting myself to the sanctions determined by law for any inaccuracy thereof.
Place and date: ___________________________________________________ f) __________________ Name: ______________
ANNEX 3
PATRIMONIAL STATEMENT AND RELATIONSHIP OF INCOME AND EXPENSES NOTARIAL DECLARATION (Strictly confidential information) INSTITUTION: _______________________________________________ NAME:
_______________________________________________________________ Referred to day ___________________________________________________ ASSET (In thousands of C$)* Cash in hand Bank deposits (total) Account of ____________ No. __________ Bank ___________ Account of ____________ No. __________ Bank ___________ Account of ____________ No. __________ Bank ___________ Account of ____________ No. __________ Bank ___________ Shares (detail in table 3)

Bonds, promissory notes, and other securities (detail in table 3) Accounts receivable (only those that are duly documented, Detail in table 4) Inventories (cost value, detail in table 5) Household furniture Machinery, furniture, and equipment Tools Vehicles (detail in table 6) Real estate (detail in table 7) Other assets (specify) TOTAL ASSETS LIABILITIES (In thousands of C$)* Short-term credits (one year or less, include overdrafts, detail in table 9) Long-term credits (more than one year, detail in table 9) Accounts payable Suppliers Other liabilities (specify) TOTAL LIABILITIES EQUITY (Assets minus liabilities) __________________________ CONTINGENCIES (detail table 10) ______________________________

• When it comes to foreign currency, indicate its equivalent in national currency, at the official exchange rate on the date of the patrimonial statement.
  INCOME (1)
  (Figures in thousands of C$)

MONTHLY ANNUAL CONCEPTS
Salaries
Dividends and interest
Commissions
Rentals
Others (specify)
TOTAL INCOME
EXPENSES (2)
(Figures in thousands of C$)
MONTHLY ANNUAL CONCEPTS
Personal expenses
Amortization of credits
Interest on credits
Other expenses (specify)
TOTAL EXPENSES
INVESTMENTS IN SECURITIES (3)
ISSUING ENTITY
TYPE OF INVESTMENT
(Shares, bonds, promissory notes, etc.)
COST VALUE
PERCENTAGE OF SHAREHOLDING PARTICIPATION
(%)
BOOK VALUE

ACCOUNTS RECEIVABLE (4)
TYPE OF DOCUMENT
(Promissory notes, bills of exchange, etc.)
ORIGINAL AMOUNT CURRENT BALANCE
INVENTORIES (5)
DESCRIPTION OF THE INVENTORY
QUANTITY IN STOCK VALUE
DETAIL OF VEHICLES (6)
MAKE YEAR ACQUISITION VALUE
BOOK VALUE
DETAIL OF REAL ESTATE (7)
DESCRIPTION OF THE REAL ESTATE
HOUSE, FARM, LAND, BUILDING
ADDRESS
BOOK VALUE
AREA
SQM.
REGISTRATION NO.
VOLUME, PAGE, AND ENTRY
BOOK
NO.
OF THE
DEPT. OF

DETAIL OF ENCUMBRANCES ON THE REAL ESTATE IDENTIFIED ABOVE (8) NAME OF THE CREDITOR DATA OF THE REAL ESTATE BALANCE DUE DATE BANKING OBLIGATIONS SHORT AND LONG TERM (9) BANK AND COUNTRY CREDIT NO. BALANCE TYPE OF GUARANTEE DATE OF GRANT DATE OF MATURITY CONTINGENT OBLIGATIONS (10) GUARANTOR, CO-DEBTOR, OR ENDORSER NAME OF THE CREDITOR ORIGINAL AMOUNT BALANCE INSURANCES CONTRACTED (11) INSURANCE COMPANY POLICY NO. TYPE OF INSURANCE INSURED AMOUNT DATE OF VALIDITY Note: Any other information or additional documentation that is deemed convenient may be added.

OBSERVATIONS:
_______________________________________________________________ _______________________________________________________________ I DECLARE that the above information is true and I submit myself to the corresponding legal sanctions for any falsehood or inaccuracy that may be proven. Place and date______________________________________________________ (f) ___________________________________________ Name_________________________________________________________
ANNEX 4
METHODOLOGY FOR CALCULATING 5% SHAREHOLDERS
The ownership of 5% of an individual natural person individually or jointly with their related parties through one or more legal entities up to the institution, is determined as follows:
PN1 ----------> PJ2 ----------> PJS ---------- PJ(n-1)% ----------> PJ(n) P1% P2% P(n-1)% Where K% is the percentage of participation of PN1 in PJ(n) Conditions:

1. If P1% ≤ 50%:
   K% = P1% * P2% * ----- * P(n-1)%
2. If P1% > 50%, P1% is considered 100%:
   a) Where P2% ≤ 50%:

K% = 100% * P2% * ----- * P(n-1)% and so on. b) Where P2% > 50%:

K% = 100% * 100% * P3% * ----- * P(n-1)% and so on.
Abbreviations:
PN: Natural Person
PJ: Legal Person
Pi%: Percentage of participation of natural person “i” in the capital of legal person “i+1”. For i = 1, 2, 3, …., n-1.
ANNEX 5
MINIMUM SECURITY MEASURES THAT BANKS AND FINANCIAL INSTITUTIONS MUST COMPLY WITH

a. For the operation of bank and financial agencies, or the relocation of existing ones to new premises, the following minimum security measures must be met:

1. The construction of the premises must be of mixed system or similar, with exterior doors and windows protected by metal grilles or bars.

2. The premises must have reasonably spacious work areas and space to serve the public to avoid accidents; they must not have interior communication with other adjacent premises.

3. The premises must have a reinforced concrete vault with a security door to store funds, securities, and accounting records. It must have a communication mechanism from the inside to the outside. Additionally, dual-control systems for vault doors must be maintained. Any other solution must be previously justified to the Superintendence, which will determine if it is appropriate.

4. Possess metal boxes with dual control and keys or other security means such as drawers, bags, etc., in the teller cages, and install doors in teller cages, which must be equipped with key-operated locks, handled by the teller; machines or equipment to be operated by more than one teller may be installed between the teller cages.

5. Install adequate alarm systems for the agency; and have at least one emergency exit.

6. Maintain fire extinguishers located in accordance with established security measures, ensuring they are suitable for the environment; these extinguishers must be reviewed periodically.

7. Cash-in-transit services must have teller cages with bulletproof glass.

8. Maintain security personnel during and outside office hours, responsible for the surveillance and protection of the premises.

b. It is sought that the properties occupied by the agencies have interior parking areas for armored vehicles arriving to deliver or collect funds, as well as for users of the entity's services.

c. Extend insurance coverage to include protection of personnel, damage to physical assets, and other risks inherent to this type of institution.

For the application of the degree of enforceability of the security measures, the type and volume of operations, geographic location, minimum and maximum balances of fund holdings, and other factors deemed pertinent must be considered.

(f) Antenor Rosales B. (f) Victor M. Urcuyo V. (f) Roberto Solórzano Ch. (f) Gabriel Pasos Lacayo (f) A. Cuadra G. (f) U. Cerna B.

URIEL CERNA BARQUERO
Secretary of the Board of Directors SIBOIF