Notice No. 06/2024 on Requirements and Procedures for Incorporating Non-Banking Financial Institutions

PUBLISHED IN THE OFFICIAL GAZETTE, SERIES I, NO. 242, OF DECEMBER 20, 2024 NOTICE NO.06/2024 SUBJECT: THE FINANCIAL SYSTEM − Requirements and Procedures for Authorising the Incorporation of Non-Banking Financial Institutions In order to define the requirements for the establishment of financial and microfinance institutions, it is necessary to revise Notice no. 11/22, dated 29 March, on Requirements and Procedures for Authorising the Setting Up of Non-Banking Financial Institutions. This revision is required in accordance with the provisions of Article 36 of Law no. 14/21, of 19 May – Law on the General Regime of Financial Institutions, Articles 6 and 11. The aforementioned revision is also required in accordance with Article 31(1)(a) and (f) and Article 98(1), both of Law no. 24/21, dated 18 October – Law of the National Bank of Angola. I HEREBY DETERMINE:
CHAPTER I GENERAL PROVISIONS
Article 1
(Object and Scope)
This Notice establishes the requirements and procedures for the incorporation of Non-Banking Financial Institutions linked to currency and credit, under the supervision of the National Bank of Angola, as provided for in Article 7(3) of Law 14/21, of 19 May, the Law on the General Regime of Financial Institutions, namely:

CONTINUATION OF NOTICE NO. 06/2024 Page 2 of 59 a) Bureaux de Change; b) Electronic Currency Institutions; c) Microfinance Financial Institutions; d) Financial Assignment Companies; e) Credit Guarantee Companies; f) Financial Leasing Companies; g) Money Market or Foreign Exchange Mediating Companies; h) Payment System, Clearing or Clearing House Operating Companies, under the terms of the Angolan Payment System Law; and i) Payment Service Providers.
Article 2
(Authorisation for Incorporation)

1. The incorporation of the Non-Banking Financial Institutions provided for in Article
   2(1) of this Notice depends on prior authorisation from the National Bank of Angola.
2. The application for authorisation to set up Non-Banking Financial Institutions
   must be submitted with the information and documentation set out in Annexes I, II-A, II-B, III and IV of this Notice, adapted to the nature, size and complexity of the business.

CONTINUATION OF NOTICE NO. 06/2024 Page 3 of 59
CHAPTER II
REQUIREMENTS TO INCORPORATE A NON-BANK FINANCIAL INSTITUTION
Article 3
(General Requirements)
Subject to the provisions of articles 50 and 51, by virtue of the provisions of article 102(3) and under the terms of paragraph 7 of the aforementioned article 51, all of Law 14/21, of 19 May, the Law on the General Regime of Financial Institutions, for the purposes of incorporating Non-Banking Financial Institutions with registered offices in Angola, the following requirements must be met:
a) Have as their exclusive object the exercise of legally permitted activity, under the terms of the provisions of article 12.2 of Law no. 14/21, of 19 May

• Law on the General Regime of Financial Institutions, article 5 of the
  Regulations on Microfinance Financial Institutions, approved by Presidential Decree no. 166/24, of 18 July and article 4 of Law 40/20 of 16 December, Law on the Angolan Payment System. b) Adopt the legally permitted form of company, namely, a public limited company, a private limited company and a sole proprietorship and private limited company. c) Have a share capital of not less than the regulatory minimum; d) Identify the partners or shareholders and the ultimate beneficial owners; e) Demonstrate the economic and financial capacity of the partners or shareholders; f) Present sound corporate governance arrangements, including a clear organisational structure with well-defined, transparent and coherent lines of responsibility; g) Organise effective processes for identifying, managing, controlling and communicating the risks to which it is or may be exposed;

CONTINUATION OF NOTICE NO. 06/2024 Page 4 of 59 h) Have adequate internal control mechanisms, including sound administrative and accounting procedures; i) Have remuneration policies and practices that promote, and are consistent with sound and prudent risk management; j) To have members of the management and supervisory bodies whose suitability, professional qualifications, independence and availability demonstrate, both individually and collectively, the sound and prudent management of the financial institution; and
Article 4
(Share Capital)

1. Non-Banking Financial Institutions shall be constituted with the minimum
   regulatory share capital in force on the date of their approval, as defined in specific regulations.
2. Without prejudice to the provisions of the previous paragraph, for the institutions
   referred to in Article 1(i) of this Notice, the business plan must specify the volume of transactions to be carried out, with a view to determining the share capital, depending on whether it is qualified as:
   a) Principal – when the total value of transactions, forecast for the first 12 (dose) months exceeds Kz 5 000.00 (five billion Kwanzas); b) Standard Class 1 – when the total value of transactions forecast for the first 12 (dose) months does not exceed Kz 5 000.00 (five billion Kwanzas); and, c) Standard Class 2 – when the total value of transactions forecast for the first 12 (dose) months does not exceed Kz 2 000.00 (two billion Kwanzas).

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Article 5
(Change of Category)

1. Payment Service Providers outlined in paragraph 2 b) and c) of the previous
   article are required to submit a request for category change under the following
   circumstances:
   a) The addition or deletion of any payment service that justifies an adjustment; and b) The surpassing of the designated transaction volume for the relevant category.
2. Please note that any changes to the type of category and the start of business
   are subject to the prior approval of the National Bank of Angola.
   CHAPTER III
   APPLICATION FOR AUTHORISATION TO INCORPORATE A NON￾BANKING FINANCIAL INSTITUTION
   Article 6
   (Application instructions)
3. The application for authorisation to set up a non-banking financial institution
   shall be made by means of an application addressed to the Governor of the National Bank of Angola, in accordance with Annex I to this Notice, accompanied by all the documents and information necessary for its assessment.
4. Applicants must appoint, by means of a power of attorney, a technical manager
   to represent them before the National Bank of Angola), and indicate their address in Angola for the purposes of notification or correspondence.

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Article 7
(Analysis of the Application for Authorisation to Incorporate)

1. If, at any time during the analysis of the process, the application for
   authorisation to set up a non-banking financial institution is found to be deficient, the National Bank of Angola, shall give formal notice to the person technically responsible to remedy the deficiencies found, under the conditions and within the time limits to be established by it.
2. The National Bank of Angola, may request any additional information or
   procedures from the applicant(s), carry out any investigation it deems necessary or useful to decide on the application, and summon for an interview the proposed founding partners or shareholders, beneficial owners, members of the governing bodies, directors or managers of the institution.
   Article 8
   (Business Plan Compliance)
3. The activity of the approved Non-Banking Financial institution must take into
   account the provisions of the submitted business plan.
4. During the first three (3) financial years, the Non-Banking Financial institution
   must demonstrate in its annual report and accounts that its activities are in line with the strategic objectives defined in the application for authorisation.
5. If, during the first three (3) financial years, the operations are not in line with
   the strategic objectives, the institution must provide the Banco Nacional de Angola (National Bank of Angola), with a reasoned justification.
6. The justification referred to in the previous paragraph must be submitted in
   accordance with Article 51, by virtue of Article 102(3) of Law No. 14/21, of 19 May, on the General Regulation of Financial Institutions.

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CHAPTER IV
FINAL PROVISIONS
Article 9
(Start of Business)
Non-Bank Financial Institutions must give the National Bank of Angola), at least one (1) months’ notice of the date on which they will commence operations.
Article 10
(Inspection)
The commencement of business within the period provided for in Article 104 of Law No. 14/21 of 19 May, the Law on the General Regime of Financial Institutions, shall be preceded by the result of the inspection of the premises of the Banking Financial Institution.
Article 11
(Documents)

1. Any official document required in this notice must have been issued less than 3
   (three) months previously.
2. In the case of foreign or non-resident natural or legal persons, the veracity of
   the information provided must be proved by any document, means or endeavour deemed valid, appropriate and sufficient, namely by means of an equivalent document issued by a competent authority in the country of origin.
3. All documents in support of the application for authorisation written in a foreign
   language must be translated into Portuguese and duly certified.

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Article 12
(Cancellation)
Notice no. 11/22, of 29 March, on the Requirements and Procedures for the Approval of the Establishment of Non-Banking Financial Institutions, is hereby revoked.

Article 13
(Entry into Force)
This Notice shall enter into force on the date of its publication. BE IT PUBLISHED Luanda, 16th December 2024 THE GOVERNOR MANUEL ANTÓNIO TIAGO DIAS

CONTINUATION OF NOTICE NO. 06/2024 Page 9 of 59
ANNEX I
1
Application for Authorisation to Incorporate a Non-Banking Financial Institution For the purpose of assessing compliance with the legal requirements set out in
Article 103 of Law No 14/21 of 19 May - Law on the General Regime of Financial
Institutions, and in accordance with Article 6 of this Notice, the applicant(s) wishing to establish a Non-Banking Financial Institution shall provide the following information and documentation:
a) General information about the financial institution to be incorporated (Section I); b) The application for authorisation to incorporate of a financial institution by the applicant(s), duly signed by all the founding shareholders or, in the case of the opening of a branch or representative office, by the legal representative of the financial institution (Section II); and c) Identification of the line manager responsible for carrying out the authorisation process (Section III). 1 This Annex must be completed in Word format and sent to the Integrated Licensing System for Financial Institutions - SILIF or to the e-mail address of the Department for the Regulation and Organisation of the Financial System (dro@bna.ao). Notwithstanding the provisions of the previous paragraph, the application for authorisation to establish a financial institution shall not be considered to have been formally submitted until this document has been received in duplicate, duly completed in Portuguese and signed by the applicant(s), at the following address:
Banco Nacional de Angola
Av. 4 de Fevereiro n.º 151, Luanda - Angola | Caixa Postal 1243 Luanda (+244) 222 339 125

CONTINUATION OF NOTICE No. 06/2024 Page 10 of 59 http://www.bna.ao/
Section I – General Information

1. The applicant should fill in only those fields that are applicable to the type of
   banking financial institution that he or she intends to incorporate:
   1.1 Financial Institutions intending to Operate in Angola
   A. Type of financial institution to be incorporated
   i. Bureau de Change
   ii. Electronic Money Institution
   iii. Microfinance Financial Institutions
   iv. Financial Transfer Companies
   v. Credit Guarantee Companies
   vi. Finance Leasing Companies
   vii. Money Market or Foreign Exchange Brokerage Companies
   viii. Operators of Payment
   Clearing or Clearing House under the terms of the Angolan Payment System Law
   ix. Branch in Angola of a Foreign Financial Institution
   x. Representative Office in Angola of a foreign financial institution
   B. If you have selected A. ix or A. x, please indicate the name or company name of the financial institution with its head office abroad.
   C. If you have selected A.ix or A.x, indicate the main and effective
   registered office of the financial institution.

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D. If you have selected A.ix or A.x, enter the name of the Financial Institution's supervisory authority

E. Planned address in Angola

1.2 Authorised Financial Institution that intends to carry on
Business Abroad
A Type of Financial Institution to be incorporated
i. Subsidiary abroad
ii. Branch abroad
iii. Representative office abroad

B Name or corporate name of the applicant C Applicant's registration number D Country where you intend to incorporate the Financial Institution E Name of the supervisory authority of the country that intends to incorporate the institution

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Section II – Application
Dear Governor of the National
Bank of Angola
In accordance with articles 100 and 112, 114 and 115 of Law no. 14/21, of 19 May - Law on the General Regime of Financial Institutions, the undersigned(s), in their capacity as [fill in if proposed founding shareholder(s) or legal representative(s)] of the Non-Bank Financial Institution [fill in the company name], based in [fill in the address of the head office] hereby request Banco Nacional de Angola to authorise the project of [fill in if incorporated or established] of [fill in if financial institution, subsidiary, branch or representative office] in [Fill in the country in which you would like to set up your business] The undersigned declare on their honour that the information provided is accurate and that they have not omitted any facts that may be relevant to the assessment of their project. The undersigned also declares that they are aware that failure to comply with the obligations of information, communication and clarification towards the National Bank of Angola may result in the rejection of the application for authorisation of the establishment, as well as that the provision of false information constitutes an offence punishable by law, in accordance with the provisions of Law No. 14/21 of 19 May, on the General Regulation of Financial Institutions, without prejudice to the applicable criminal sanctions. Thus, it undertakes to inform the National Bank of Angola immediately after verification of any facts that may alter the above information.

CONTINUATION OF NOTICE No. 06/2024 Page 13 of 59 Finally, the undersigned(s), in their capacity as [fill in proposed founding shareholder(s) or legal representative(s)] of the financial institution, authorise the Banco do Nacional do Angola to access information about them contained in any public or information system for the purpose of analysing this application. Now therefore, they request(s) and expect(s) authorization, Place and date:
Signature of applicant(s):
(Signature as per ID) (Signature as per ID) (Signature as per ID) (Signature as per ID) (Signature as per ID) (Signature as per ID) (Note: The request shall be signed by the proposed shareholder(s) or their legal representative(s) and accompanied by a certified copy of the power of attorney granted to the representative(s).
2. The following documents are attached to the application for
authorisation to incorporate a non-banking financial institution:

CONTINUATION OF NOTICE No. 06/2024 Page 14 of 59 a) Draft of articles of association b) Feasibility study c) Proof of previous deposit d) Document proving that the parent company's supervisor has not objected to the incorporation of the institution e) If applicable, a copy of the usufruct contract relating to the shareholding. f) If applicable, proposed shareholder´s agreements g) If applicable, certificate of admissibility for the purpose of designating or naming the institution to be incorporated h) If applicable, a copy of the Financial Institution´s articles of association abroad duly authenticated i) If applicable, a certificate issued by the supervisory authority of the country of origin that the activities of the subsidiary, branch or representative office are included in the authorisation of the financial institution and that there are no impediments to the opening of the institution. j) If applicable, proof of a prior deposit corresponding to 5% (five per cent) of the minimum share capital, which may be replaced by a bank guarantee accepted by National Bank of Angola with a minimum term of 6 (six) months. k) In the event of an application for authorisation to incorporate a representative office, the applicant shall identify the financial institution's strategic objectives with a description of the main reasons for the operation, the strategic development plan and identification of the market opportunities that justify the operation.

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Section III – Identification of the Line Manager
3. Information on the Line Manager, i.e. the contact person responsible
for ensuring all communication with the National Bank of Angola in the context of the application for authorisation to incorporate the financial institution. In cases where an entity is designated for this purpose, it should be mentioned despite the need to identify the individual person responsible within it and his or her substitute.
3.1 Details of Responsible Person
A Where applicable, the entity designated to assist in obtaining authorisation to incorporate. B Full name C Address D Telephone number E E-mail address

3.2 Details of the Contact Person in Case of Unavailability of the Line
Manager
A Full name
F Address

CONTINUATION OF NOTICE No. 06/2024 Page 16 of 59 A Contact telephone number

CONTINUATION OF NOTICE No. 06/2024 Page 17 of 59 A E-mail address The following documents shall be attached to the Annex:

• Photocopy of ID document
• Proof of address
• Power of attorney duly attested
  Failure to submit any of the documents mentioned in this Annex, the applicant(s) shall indicate which document is missing, the reason and the date when it is expected to be sent to the National Bank of Angola. To Submit Document Applicable
  section Reason for submission failure
  Expected date of submission of the document Should the applicant deem it necessary to provide additional documentation relevant to the purposes of analysing the information and/or documentation

CONTINUATION OF NOTICE No. 06/2024 Page 18 of 59 requested by the Annex, they must indicate the name of the document, the
section to which it is associated, and the reason why the document is
relevant.
Document Applicable
section Reason for submission of the document

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ANNEX II-A2
Shareholders - Individuals
In order to comply with the legal requirements set forth in article 102 of Law no. 14/21, of 19 May, the Law on the General Regime of Financial Institutions, under the terms of article 6 of this Notice and under the terms of articles 3 and 4 of Notice no. 10/13, of 9 July, on the Acquisition or Increase of Qualified Holdings in Financial Institutions, a natural person wishing to participate in the capital of a non-banking financial institution supervised by Banco Nacional de Angola shall submit the following information and documentation:
a) Identification of the representative (Section I); b) Identification of the shareholder (Section II); c) Professional and academic information (Section III); d) Information to assess the reputability of the shareholder (Section IV); e) Shareholder Subscribed Capital (Section V, 5.1); f) Detailed financial information showing economic and financial capacity, including origin and control of funds (Section V, 5.2 e 5.3); and, g) Information to determine the existence of related parties (Section VI). 2 This Annex must be completed in Word format and sent to the Integrated Financial Institutions Licensing System (SILIF) or to the e-mail address of the Department for Regulation and Organisation of the Financial System. (dro@bna.ao). Please note that, despite the provisions of the previous paragraph, the application for authorisation to incorporate will only be considered to have been formally submitted upon receipt of this document is submitted in duplicate, completed in Portuguese and signed by the applicant(s), at the following address:
Banco Nacional de Angola
Av. 4 de Fevereiro n.º 151, Luanda - Angola | Caixa Postal 1243 Luanda (+244) 222 339 125 http://www.bna.ao/

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Section I – Identification of the Representative
1.If the shareholder has a representative, the person responsible shall provide the following details:
1.1 Personal Information
a) Full name b) Date of birth (dd/mm/year) c) Place of birth d) Nationality
1.2 Identification document
a) Document
(Identity card or Passport) b) Identification number c) Date of issue (dd/mm/year) d) Place of issue e) Valid until:
(dd/mm/year)
1.3 Tax identification
a) Tax Identification Number b) Place of issue
1.4 Residence
a) Address b) Place c) Postcode d) Country
1.5 Contacts
a) Telephone c) Email
Please attach the following documents to the Annex:

• Photocopy of identification document
• Power of attorney duly attested

Anexo II –
CONTINUATION OF NOTICE No. 06/2024 Page 21 of 59
Section II – Identification of the Shareholder
2. Shareholder Personal Information:
2.1 Personal Information
a) Full name b) Date of birth (dd/mm/year) c) Place of birth d) Nationality
2.2 Identification document
a) Document
(Identity card or Passport) a) Identification number b) Date of issue (dd/mm/year) c) Place of issue d) Valid until:
(dd/mm/year)
2.3 Tax identification
a) Tax Identification Number a) Place of issue
2.4 Residence
a) Address b) Town c) Post Code d) Country
2.5 Contacts
a) Telephone c) Email
Please ensure the following documents are attached to the Annex:

• Photocopy of identification document
• Photocopy of tax identification document
• Proof of address
• Identification document of the shareholder's spouse, ascendants and
  1st and 2nd degree descendants

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CONTINUATION OF NOTICE No. 06/2024 Page 22 of 59
Section III – Professional and Academic Information
3. Shareholder Professional and Academic Information
3.1 Current professional
status a) Position currently held b) Company c) Line of business d) Date of start of duties
3.2 Registration in the
Financial sector a) Are you registered with the financial sector supervisory authority? Yes No b) If applicable, the name of the supervisory authority
3.3 Professional experience in the Last 5
years
Company Line of business
Position held
Request for performance of duties
Person to request referral
Contact details of the referral person

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CONTINUATION OF NOTICE No. 06/2024 Page 23 of 59
3.4 Academic Qualifications
Education/Course Institution Year of Achievement Please attach the following documents to the Annex:

• Curriculum Vitae
• Diploma(s) of the qualifications achieved
• If applicable, last payslip

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Section IV – Reputability of the Shareholder
4. Information on the natural person, the institution which he/she
controls or where he/she is a director, manager or member of the corporate body:
4.1 Have you ever been convicted of a criminal offence or had criminal
proceedings brought against you in any court, either Angola or abroad?
4.2 Have you ever been convicted of an administrative offence related to the
performance of your professional activities in the financial sector, either in Angola or abroad?
4.3 Have you ever been a defendant in administrative offence proceedings
brought by the National Bank of Angola, the Angolan Capital Market Commission or the Angolan Insurance Supervisory Institute? 4.4 Have you ever been convicted of offences against the legal or regulatory rules governing the activity of banking and non-banking financial institutions, either in Angola or abroad?
4.5 Have you ever been declared insolvent in Angola or abroad?
4.6 Are there any insolvency proceedings either in Angola or abroad?
4.7 Have you ever been subject to sanctions in disciplinary proceedings, or
been penalised for breaching the rules of conduct applicable to your professional activity?
4.8 Have you ever been refused, cancelled or revoked, in Angola or abroad, by the
relevant supervisory authorities, registration for the purpose of performing duties in banking or non-banking financial institutions?
4.9 Has there ever been opposition from the competent authorities abroad
to you taking or maintaining an interest in banking or non-banking financial institutions?
4.10 Has another supervisory authority ever assessed your reputability,
either in Angola or abroad?
4.11 Has another competent authority ever conducted a reputability
assessment in the non-financial sector, either in Angola or abroad?
4.12 Have you ever been refused, cancelled or revoked registration,
authorisation, admission or licence to carry out a commercial, business or professional activity, or have you ever been disqualified from doing so, in Angola or abroad, by the competent administrative authorities?
4.13 Indication of
other aspects considered relevant
Yes
No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No

Anexo II –
CONTINUATION OF NOTICE No 06/2024 Page 25 of 59 If you have answered yes to any of the above questions, please provide a detailed description of the requested elements:
4.14 Question answered in the affirmative
a) Number b) Facts that led to the initiation of proceedings c) Type of crime or administrative offence d) Date of conviction (dd/mm/year) e) Penalty or sanction imposed f) The court/institution that convicted or sanctioned you; or the court/institution where the case is taking place g) Stage of the process or its outcome h) Names of companies involved in insolvency proceedings i) Nature of the control you exercise j) Positions held k) Grounds for refusal, cancellation or revocation of registration, authorisation, admission or licence l) Identification of the competent authority that carried out the previous suitability assessment If you consider it relevant, please provide your point of view on the facts in question. The following documents shall be attached to the Annex:

• Criminal record
• Certificate of bankruptcy or insolvency proceedings issued by a competent
  authority

CONTINUATION OF NOTICE No 06/2024 Page 26 of 59
Section V – Shareholder Subscribed Capital
5. Share Capital
5.1 Subscribed share capital:
a) Amount b) Percentage c) Identify the reasons for the shareholder's investment (e.g. strategic investment) and their willingness to support the institution with additional own funds.

5.2 Please find attached the following documentation and information on economic or
financial capacity. 3
1
Income statement issued by the respective employer(s) for the last 3 years. Detailed information on the financial situation and soundness, namely an indication of its sources of income, assets and liabilities, encumbrances and guarantees. Financial information about companies you control or are a director of, including risk assessments and financial statements. Information on borrowing from the banking system (issuance of financial instruments). Labour income tax return for the last 3 (three) years.
5.3 Please attach the following documents / information relating to the control and
the origin of the funds
Detailed information on the financing of the operation, namely commitments entered into with the financial system (issuance of financial instruments), relations established with other shareholders of the institution (maturities, dates, charges and guarantees) or own financial resources and their origin, accompanied by the relevant document proving the origin of the funds used for the operation. Information on the means and network used to transfer funds (including the availability of the means to be used)

3
If the documents proving financial standing are provided by a financial institution, it must be an entity that has no direct or indirect financial interest in the applicant or in companies controlled by the applicant.

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CONTINUATION OF NOTICE No 06/2024 Page 27 of 59
Section V – Related Parties
6. Information on Related Parties
6.1 Commitments or financial interests of the shareholder, his/her spouse, ascendants or
descendants in the first or second degree, or of companies controlled by them:
a) Other shareholders of the institution, their spouses, ascendants and descendants in the 1st and 2nd degree, or companies controlled by them in the case of natural persons and the economic group to which they belong in the case of legal persons:
Type of relationship
Identification of the person or organisation Description b) Financial or non-financial companies in the economic group:
Type of relationship
Entity identification Description
C) Members (or proposed members) of the institution's governing bodies, their spouses, ascendants and descendants in the 1st and 2nd degrees, or companies controlled by them:
Type of relationship
Identification of the person or organisation Description

CONTINUATION OF NOTICE No 06/2024 Page 28 of 59

Anexo II –
CONTINUATION OF NOTICE No 06/2024 Page 29 of 59
6.2 Any other interests or business in which you are involved that may give rise to conflict of
interest.
Failure to submit any of the documents mentioned in this Annex, the applicant shall indicate which document is missing, the reason and the date when it is expected to be sent to the National Bank of Angola. Document Applicable division Reason for submission failure Expected date of submission of the document Should the applicant deem it necessary to submit additional documentation that is relevant to the analysis of the information and/or documentation required by the Annex, the applicant shall indicate the name of the document, the section to which it relates and the reason why the document is relevant. Document Applicable division Reason for submission of the document

CONTINUATION OF NOTICE No 06/2024 Page 30 of 59

CONTINUATION OF NOTICE No. 06/2024 Page 31 of 59
ANNEX II-B 4
Shareholders - Legal Entity
In order to comply with the legal requirements set out in article 102 of Law no. 14/21, of 19 May, the Law on the General Regime of Financial Institutions, under the terms of article 6 of this Notice and under the terms of articles 3 and 4 of Notice no. 10/13, of 09 July, on the Acquisition or Increase of Qualified Holdings in Financial Institutions, a legal person wishing to participate in the capital of a non-banking financial institution supervised by the National Bank of Angola must submit the following information and documentation:
a) Identification of the representative (Section I); b) Identification of the shareholder (Section II); c) Information enabling an assessment of the organisation's suitability. (Section III); d) Shareholder subscribed capital (Section IV, 4.1 e 4.2); e) Comprehensive financial data illustrating economic and financial capability, encompassing the origin and management of funds (refer to Sections IV,
4.3 and 4.4). (Section IV, 4.3 e 4.4);
f) Information to determine the existence of related parties (Section V) 4 This Annex shall be completed in Word format and sent to the Integrated Licensing System for Financial Institutions (SILIF) or to the e-mail address of the Financial System Regulation and Organisation Department (dro@bna.ao).Notwithstanding the provisions of the previous paragraph, the application for authorisation to incorporate will only be considered to have been formally submitted upon receipt of this document, in duplicate, duly completed in PORTUGUESE and signed by the applicant(s), at the following address:
Banco Nacional de Angola
Av. 4 de Fevereiro n.º 151, Luanda - Angola | Caixa Postal 1243 Luanda (+244) 222 339 125 http://www.bna.ao/

CONTINUATION OF NOTICE No. 06/2024 Page 32 of 59

Section I – Identification of Representative
1.
1.1 Personal information
a) Full name b) Date of birth(dd/mm/year) c) Place of birth d) Nationality
1.2 Identification document
a) Document
(ID card or Passport) b) Identity number c) Issue date (dd/mm/year) d) Place of issue e) Valid until:
(dd/mm/year)
1.3 Tax identification
a) Tax Identification Number b) Place of issue
1.4 Residence
a) Address b) Town c) Post code d) Country
1.5 Contact
a) Telephone Number c) Email address
Please ensure the following documents are attached to the Annex:
. Photocopy of ID document
. Power of attorney duly attested

CONTINUATION OF THE NOTICE No. 06/2024
Section II – Identification of the Legal Person
2. Identification of the Shareholder Legal Person
2.1 Legal entity
a) Identification b) Other name by which it is known c) Address of registered office d) Place of issue e) Postcode f) Country
2.2 Tax identification
a) Tax Identification Number b) Place of issue
2.3 Contacts
a) Telephone Number c) Email address
2.4 Updated information on the applicant's business
2.5 Registration in the financial sector
a) Are you registered with financial sector supervisory authority? Yes No

b) If applicable, the name of the supervisory authority

CONTINUATION OF NOTICE No. 06/2024 Page 34 of 59 Please attach the following duly attested documents to the Annex:
II –
Certificate of Incorporation
Corporate structure and, if part of a group, full organisational chart, including description of shareholders or partners, activities carried out and identification of regulated entity(ies). A certificate issued by the competent authority of the country of origin or of the country where the registered office is located authorising the incorporation of the branch or the participation in the financial institution or justifying such authorisation is not required. Authorisation document from the applicant's competent body or legal representatives with sufficient powers to participate in the financial institution. Shareholders' agreements entered into by shareholders or partners who hold a qualified shareholding in the legal person. The applicant's articles of association or memorandum of association, published in the Official Gazette Photocopy of tax identification document

CONTINUATION OF NOTICE No. 06/2024 Page 35 of 59
Section III - Reputability
3. Information on the legal entity, members of its governing bodies, and any
institution belonging to the economic group:
3.1 Have you ever been convicted or had criminal proceedings
brought against you in any court, in Angola or abroad?
3.2 Have you ever been convicted or been subjected to
administrative proceedings, in Angola or abroad, for facts related to your professional activities in the financial area?
3.3 Have you ever been a defendant in administrative offence Yes No
proceedings brought by the National Bank of Angola, the Angolan Capital Market Commission or the Angolan Insurance Supervisory Institute?
3.4 Have you ever been convicted, in Angola or abroad, of Yes No
offences against the legal or regulatory rules governing the activity of banking and non-banking financial institutions??
3.5 Have you ever been declared insolvent, in Angola or
abroad?
3.6 Are there any insolvency proceedings in Angola or abroad?
3.7 Have you ever been sanctioned in disciplinary proceedings or
been penalised for violating the rules of conduct applicable to your professional activity?
3.8 Have you ever been refused, cancelled or revoked, in Angola
or abroad, by the competent supervisory authorities, registration for the purpose of exercising functions in Banking or Non-Banking Financial Institutions?
3.9 Has there ever been opposition from the Yes No
competent authorities abroad to you taking or holding a stake in a banking or non-banking financial institution?
3.10 Has another supervisory authority ever made an assessment
of your suitability in Angola or abroad?
3.11 In Angola or abroad, has ever another competent authority
ever carried out an assessment of the suitability of a non￾financial sector?
3.12 Have you ever been refused, cancelled or revoked registration,
authorisation, admission or licence to carry out a commercial, business or professional activity, or have you ever been disqualified from doing so, in Angola or abroad, by the competent administrative authorities?
3.13 Indication of
other aspects considered relevant
If you have answered yes to any of the above questions, please describe the elements requested:
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No

CONTINUATION OF NOTICE No. 06/2024 Page 36 of 59
3.14 Question answered affirmatively
a Number b Facts that led to the initiation of proceedings c Type of offence or administrative offence d Date of conviction (dd/mm/year) e Penalty or sanction imposed f Court/institution that convicted or sanctioned you; or court/institution where the case is pending g Stage of proceedings or its outcome h Denomination of companies involved in insolvency proceedings i Nature of the control exercised by you j Positions held k Grounds for refusal, cancellation or revocation of registration, authorisation, admission or licence l Identification of the competent authority that carried out your previous reputability assessment Should you deem to be pertinent, please share your point of view on the facts in question. Please attach the following duly attested documents to the Annex:
Criminal record certificate of the members of the governing bodies and of the directors and managers of the legal person Certificate of bankruptcy or insolvency proceedings issued by a competent authority

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CONTINUATION OF NOTICE No. 06/2024 Page 37 of 59
Section IV – Shareholder Subscribed Capital
4. Share Capital
4.1 Subscribed share capital:
a) Amount b) Percentage c) Identify the reasons for the shareholder's investment (i.e. strategic investment) and their willingness to support the institution with additional own funds.

4.2 Identify the shareholders with a qualifying holding in the legal person:
Shareholder Percentage held:
Description of the business carried out by the shareholder:
Section IV – Financial Information
4.3 Please find attached the following documentation and information regarding
economic or financial capacity. 2
:
Individual and group financial statements for the last three financial years, certified, if required, by a chartered accountant, including the balance sheet, income and expenditure accounts (profit and loss account) and annual reports and all other relevant documentation. If available, information on the credit risk assessment of the applicant and its group In the case of a financial institution, the entity should provide an indication of the sufficiency of financial guarantees or the solvency ratio, along with other relevant indicators. These will enable the level of adequacy of its own funds for the activity being carried out to be determined. No overdue debts certificate If applicable, calculation of the impact on the applicable ratios and prudential limits 2 If the documents proving financial standing are provided by a financial institution, it must be an entity with no direct or indirect financial interest in the applicant or in any shareholder or partner of the applicant.

Corporate Income tax Statement for the last 3 (three) years
4.4 Please attach the following documentation/information regarding the control and
origin of funds

Identification of the natural persons who ultimately own or control the applicant, accompanied by the respective identification document. Detailed information on the financing of the operation, namely obligations contracted with the financial system (issue of financial instruments), relations established with other shareholders of the institution (maturities, deadlines, encumbrances and guarantees) or own financial resources and their origin, accompanied by the respective document proving the origin of the funds used in the operation Information on the means and network used for the transfer of funds (including the availability of the resources that will be used for the purchase and financing agreements)

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CONTINUTION OF NOTICE No. 06/2024 Page 39 of 59 CONTINUATION OF NOTICE NO. 06/2024 Page 36 of 55
Section V – Related Parties
5. Information on Related Parties
5.1 Obligations or Financial Interests of the Shareholder, his/her Spouse, 1st or 2nd Degree
Ascendants or Descendants, or of Companies Controlled by them, with:
a) Other shareholders of the institution, their spouses, 1st and 2nd degree ascendants and descendants, or companies controlled by them in the case of natural persons and the economic group to which they belong in the case of legal persons:
Type of relationship
Identification of the person or entity
Description b) Financial or non-financial companies in the economic group:
Type of relationship Identification of the entity Description c) Members (or proposed members) of the institution's governing bodies, their respective spouses, ascendants and 1st and 2nd degree descendants, or companies controlled by them:

CONTINUATION OF NOTICE No. 06/2024 Pág. 40 of 59 Type of relationship Identification of the person or entity Description
5.2 Any other interests or business in which you are involved that could result
in conflict of interest
Failure to submit any of the documents mentioned in this Annex, the applicant shall indicate which document is missing, the reason and the date on which it is expected to be sent to the National Bank of Angola Document Applicable
section Reason for submission failure
Expected date of submission of the document

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CONTINUTION OF NOTICE No. 06/2024 Page 41 of 59 Should the applicant deem it necessary to submit additional documentation that is relevant to the analysis of the information and/or documentation required by the Annex, the applicant shall indicate the name of the document, the section to which it relates and the reason why the document is relevant. Document Applicable
section Reason for submission of the document

CONTINUATION OF NOTICE No. 06/2024 Pág. 42 of 59
ANNEX III
Business Plan of the Non-Banking Financial Institution In order to comply with the legal requirements set out in article 102 of Law no. 14/21, of 19 May, the Law on the General Regime of Financial Institutions, under the terms of article 6 of this Notice and Notice no. 10/13, of 09 July, on the Acquisition or Increase of Qualified Holdings of Financial Institutions, the applicant(s) shall submit a business plan that preferably follows the structure of this Annex:
a) A summary of the feasibility of the proposed business plan (Section I); b) Feasibility of the proposed business plan by explaining the organisation's strategy and rationale (Section II); c) Planned shareholder structure and main corporate governance mechanisms (Section III); d) How the institution operates (Section IV); Three-year forecast accounts and evaluation of the proposed project (Section V); e) Declaration by the applicant(s) on the veracity of the information presented, the reasonableness of the assumptions made and the firm intention to implement the business plan presented. (Section VI);

Section I – Business Plan Summary

• A brief description of the rationale behind the business plan:
  The main reasons for the operation;
  Target audience and market in which the financial institution intends to operate, products and services to be offered and distribution channels; Description of the strategic development plan, including identification of the market opportunities justifying the operation, analysis of the competition and description of the company's competitive advantage.
• Brief justification of the feasibility of the business plan proposal
  Presentation of a summary of the economic financial results including short-, medium- and long-term financial and risk objectives (within the framework of available own funds); and, Financing plan and diversification of funding sources.
  Section II – Business Plan Feasibility

2.1. Strategy summary

• Summary description of the strategy and main objectives
  Business and risk objectives, including information on the level of basic own funds (current and forecast) and their sufficiency to cover risks, identifying the most significant categories; Objectives of the operational, accounting and technological support areas, including internal control and risk management policies; and, Forecast of each area's contribution to the overall result and volume of income.
• Justification of the feasibility of the proposed business plan

Presentation of a summary of the expected economic and financial results, including short, medium and long-term financial and risk objectives (within the framework of available own funds); Financing plan and diversification of funding sources.
2.2. Strategy details

• Identification of key products and services and projection of cash flows;
• Description of the type of customers (e.g. retail, other financial institutions);
• Identification of distribution channels;
• Description of pricing policy; and,
• Definition of the marketing strategy.
  2.3. Competitor analysis and competitive advantage
• No additional notes required.
  2.4. Institution's implementation plan
  Definition of the implementation phases, including the main objectives and means to be involved for each one.
  Section III – Shareholder Structure
  3.1. Corporate governance mechanisms
• Detailed description of the set of relationships, policies and processes involving
  the financial institution's shareholders, governing bodies and employees, in conjunction with supervisors, external auditors and other financial market agents. Identification of the shareholder structure; Description of the recruitment and selection process for governing bodies; Identification of the guidelines for the remuneration policy of the governing bodies; Identification of the policy guidelines for avoiding conflicts of interest; and, Identification of the corporate governance plan to be implemented, i.e. a description of the composition, operation (including lines of communication and reporting) and allocation of responsibilities of the board and specialised committees (if any).

3.2. Economic and/or financial group

• If you are or will be part of an economic and/or financial group
  Presentation of the group's organisational chart identifying the nature of each company's business; Description of the way in which the management body of the parent company operates with regard to the supervision of subsidiaries, affiliates and/or branches; Description of the main synergies that will be sought with other group companies and a forecast of intra-group provision operations; Form of inclusion and integration into the group structure and description of the policies governing intra-group relations; Policies and procedures relating to transactions between group entities; and, Description of the policies and processes developed by the parent company for the whole group: internal audit, compliance, risk management and others (including outsourcing).
  Section IV – Functioning of the Institution
  4.1. Control environment
  4.1.1. Internal organisation
• Organisational chart showing all structural units, details of each function
  with description of responsibilities, organic and functional dependencies, and number and profile of human resources.
• Description of key control policies and procedures, namely:
  Segregation of duties;
  Accounting; and
  Ethical principles (codes of conduct).
• Presentation of a three-year training plan.

4.1.2. Outsourcing

• If the institution has outsourced or intends to outsource services:
  Describe and identify the activities, services, service levels and companies that it has or intends to outsource and the rationale for doing so; and, Describe how they will be monitored.
  4.2. Risk management system
  4.2.1. Key functions
• Details of the structure, duties and main processes of the key functions:
  Risk management; and,
  Compliance.
  4.2.2. Risk management policies and processes
• Description of policies and processes for managing material risks:
  Identification;
  Evaluation;
  Follow-up (monitoring);
  Control (i.e. setting limits and monitoring compliance); Conducting stress tests or crisis simulations; and, Collection, processing and dissemination of information;
• With particular regard to the prevention of money laundering and terrorist
  financing, the policies and procedures should be described in relation to the following:
  Customer acceptance;
  Identification and due diligence, including enhanced due diligence procedures and record keeping of customers and, where applicable, beneficial owners; Transaction monitoring; Detection of operations potentially linked to criminal activity, including internal and external reporting procedures in the event of suspicion;

Employee training programme.
4.3. Information and Communication Systems (ICS)
4.3.1. ICS strategy

• No additional notes required.
  4.3.2. IT system plan
• No additional notes required.
  4.3.3. Description of the systems
• Description of the overall system architecture (including subcontracting);
• Description of information and system security and control procedures (e.g.
  network access);
• Identification of information recovery measures (i.e. redundancy, back-up);
  and
• Description of procedures for information storage (e.g. frequency, way, local
  and duration)
  4.4. ICS monitoring
• Details of the structure, duties and main processes of the internal audit
  function;
• In the case of incorporation, an audit plan for the institution's first 12 (twelve)
  months.

Section V – Economic and Financial Analysis
5. The economic and financial analysis must be provided on an individual basis and,
where appropriate, on a consolidated basis.
5.1. Forecast accounts - Financial statements
a) Based on the assumptions made above in this business plan, develop forecast accounts (Balance Sheet, Off-Balance Sheet Accounts and Profit and Loss Account) for each of the 3 (three) year scenarios (base and conservative) using the tables below as a reference; b) The document supporting the figures presented must be attached to the applicant's business plan; c) Explanation of the main assumptions made in each scenario, which must be duly substantiated, inter alia, according to the strategy presented in Section II

• Strategy and the organisation envisaged for the institution indicated in Section
  IV - Operation of the institution; and d) In the case of the conservative scenario, explain the strategy for reversing the situation. BALANCE SHEET T1 T2 T3 Preservation Base Preservation Base Preservation Base ASSETS Cash and cash equivalents Liquidity investments Securities Derivative financial instruments Payment system credits Foreign exchange transactions Loans and advances Commercial and industrial clients Other assets Commercial and industrial inventories and advances to suppliers Fixed assets

LIABILITIES
Deposits
Current
Time deposits
Other deposits

Borrowings for liquidity
Borrowings from securities
Derivative financial instruments
Payment system liabilities
Foreign exchange transactions
Other borrowings
Advances from customers
Other liabilities
Trade and industrial suppliers
Commercial and industrial suppliers
Provisions for probable liabilities
Technical provisions
MINORITY INTERESTS
Reserve for monetary restatement of share capital Reserves and funds Potential results Retained earnings Advance dividends Results of changes in accounting criteria Treasury shares or own quotas

OWN FUNDS
Share capital
Reserve for monetary restatement of share capital Reserves and funds Potential results Retained earnings Advance dividends Results of changes in accounting criteria Treasury shares or own quotas Total Liabilities + Own Funds + Minority Interests + Own Funds OFF-BALANCE SHEET ACCOUNTS T1 T2 T3 Preservation Base. Preservation Base Preservation Base Liabilities to Third Parties Securities Reference Value of Derivative Derivative Financial Instruments Foreign Exchange Transactions INCOME STATEMENT Basic account T1 Preservation Base T2 Preservation Base T3 Preservation Base

Financial intermediation results
Financial margin
Income from financial instruments assets Income from Liquidity Investments Income from Securities Securities Income from Derivative Financial Instruments Income from Credits (-) Costs of financial instruments liabilities Deposit Costs Borrowing Costs for Liquidity Costs of Borrowing Securities and Securities Costs of Financial Instruments Derivatives Costs of Other Borrowings Trading results and fair value adjustments Results of foreign exchange transactions Income from financial services (-) Provisions for doubtful accounts and provision of guarantees Income from insurance, capitalisation and complementary health plans

Operating Results
Results from Goods, Products and
Other Services
Other operating income and costs
Administrative and marketing costs
Personnel
Third-party supplies
Taxes and duties not levied on the result Penalties imposed by regulatory authorities Research and development costs Specific provisions for losses with commercial and industrial customers Other administrative marketing costs Specific provisions for losses on commercial and industrial inventories Depreciation and amortisation Recovery of administrative and trading costs Provisions on other assets and probable liabilities Results of fixed assets Other operating costs and income Monetary updating results Profit before Tax and Other Charges Non-operating result Net Current Profit Minority interests Profit and Loss Account
5.2. Project Assessment
a) Provide a 3 (three) year Cash Flow Forecast (Cash Flow Map) (in both scenarios);

b) Present the Internal Rate of Return (IRR) of the investment (in both scenarios – IRR of the investment (in both scenarios) c) Present the Payback Period of the investment (in both scenarios); and, d) Present the Net Present Value (NPV) at 3 (three) years (in both scenarios).

Section VI – Additional Information
The undersigned(s), in their capacity as [fill in proposed founding shareholder(s) or legal representative(s)] financial institution [fill in company name], hereby declare(s) on their honour that the information provided corresponds to the truth and that they have not omitted any information that may be relevant to analysing the viability of the business plan submitted. It further declares that the information provided is in accordance with legal and regulatory requirements and that the assumptions made are reasonable, considering the macroeconomic situation of the Angolan financial sector. It also undertakes to implement the business plan presented, and failure to do so may result in the establishment of additional conditions for the operational continuity of the institution, in accordance with article 6 of this Notice, or in the cessation of activity under the terms of Law no. 14/21, of 19 May - Law on the General Regime of Financial Institutions. Finally, the undersigned(s) authorise(s) Banco do Nacional de Angola to access information about the institution contained in any public or private registration and information system for the purposes of analysing this business plan. In these terms, they request and expect to be granted Place and date:
Signature of applicant(s)):
(Signature as per identification document) (Signature as per identification document) (Signature as per identification document) CONTINUATION OF NOTICE NO. 06/2024 Page 51 of 55 (Note: Please note that the application must be signed by the proposed shareholders or their legal representatives. In the case of the establishment of branches in the national territory of a financial institution

with its main and effective headquarters in a foreign country, the institution's representative must sign it. A certified copy of the power of attorney must be attached for the purposes. If the documents mentioned in this Annex cannot be submitted, the applicant(s) must indicate which document is missing, the reason and the date when it is expected to be sent to the Banco Nacional de Angola. Document Applicable division Reason for submission failure Expected date of submission of the document If the applicant considers it necessary to submit additional documentation that is relevant to the analysis of the information and/or documentation required by the Annex, the applicant shall indicate the name of the document, the section to which it relates and the reason why the document is relevant. Document Applicable division Reason for submission of the document CONTINUATION OF NOTICE NO. 06/2024 Page 52 of 55

Annex IV Instruction manual
Only applicable to the institutions referred to in Article 1(b), (g) and (h) of this Notice

1. The Service Manual shall contain the following information:
   a) Name of the service/product; b) Nature of the business; c) Description of the nature and scope of the services to be offered and how they will fit into the overall commercial strategy; d) Description of the service/product; e) Service tariff; f) Criteria for selecting agents and outsourcing activities, where applicable; g) Description of the internal control mechanisms that will be used by agents to comply with legal or regulatory provisions aimed at preventing money laundering and terrorist financing; h) Description of customer protection measures, including out-of-court dispute resolution methods, complaints procedures and awareness programmes; i) Description of the measures and procedures in the event of revocation, suspension of the payment services licence, or bankruptcy/insolvency, including the forms of communication and settlement criteria for the user; j) Flow diagram of payment message or transaction flows, with a description of each type of transaction; k) Flows describing the settlement and reconciliation of services; l) Mechanisms available for controlling users' accounting and financial positions; m) Form of interoperability of the system with existing payment systems; and CONTINUATION OF NOTICE NO. 06/2024 Page 53 of 55

n) Business Continuity, Contingency and Disaster Recovery Plan (must include crisis communication measures so that all relevant stakeholders are informed in a timely and appropriate manner).
2. Strategic development plan and identification of market opportunities that justify
the operation.
3. Service manuals on customer service and handling complaints and disputes.
4. Service Manual on the Fraud Detection and Prevention Service.
5. Information on Company´s Technology Information, including:
a) The Company's Information Technology Policy, including:
b) Information protection and integrity policy; c) Backup and restoration policy; d) Network security and encryption policy; e) Policy on connecting with third parties; f) Incident response policy; and, g) Cyber security policy and the requirements for contracting processing, data storage and cloud computing services.
6. Copy or Draft of the Framework Contract including service level agreements, fees
and charges, relevant penalties and any other responsibilities or obligations with:
a) Banking institutions; b) Agents, if applicable; c) Clients; d) Outsourcing, if applicable; and, e) Any other relevant parties.
7. Proof of opening a fiduciary bank account with an IFB.
8. Description of the procedures designed to ensure the protection of users' funds.
CONTINUATION OF NOTICE NO. 06/2024 Page 54 of 55

9. Bi-annual employee training plan:
   a) Of cyber security awareness; b) Adequate and ongoing training for teams involved in technology operations, cyber security and risk management; and, c) Training its board members on technology developments.
10. Bi-annual training plan for Agents.
11. Communication plan for customers regarding financial literacy and security in
    relation to the risks inherent in using the services.

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CONTINUATION OF NOTICE NO. 06/2024 Page 55 of 55