Resolution No. CD-SIBOIF-530-2-ABR16-2008
Dated 16 April 2008

REFORM TO THE STANDARD FOR THE TRANSFER, TRANSFER OR ACQUISITIONS OF SHARES OF SUPERVISED FINANCIAL INSTITUTIONS

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

WHEREAS

I

That it is necessary to amend the provisions of article 6, literal b, numeral 5 of the Standard for the Transfer, Transfer or Acquisitions of Shares of Supervised Financial Institutions (Standard), in order to establish that the requirement to submit the report of the independent auditors on the audited financial statements, corresponding to the two accounting years prior to the date of the application, shall be applicable to those legal persons that have two or more years of existence; it being clarified that those with a shorter period of existence may submit the financial information they have at the time of the application;

II

That it is necessary to amend the provisions of article 11 of the Standard for the Transfer, Transfer or Acquisitions of Shares of Supervised Financial Institutions (Standard), in order to establish that the Superintendent may partially or totally exempt, from the information requirements necessary to authorize the transfer of shares, interested legal persons that are non-profit organizations and/or foundations dedicated internationally to development, financial institutions with a first-rate international rating made by a risk rating agency, when it concerns share transfers between shareholders of an institution supervised by the Superintendency or of the institutions of a financial group recognized as such by the Superintendency and when the interested party is an institution supervised by the Superintendency;

III

That numeral 2 of article 10 of Law 316, Law of the Superintendency of Banks and Other Financial Institutions, published in La Gaceta Diario Oficial No. 196 of 14 October 1999, reformed by Law 552, Law of Reforms to Law 316, Law of the Superintendency of Banks and Other Financial Institutions, published in La Gaceta, Diario Oficial No. 169 of 31 August 2005, establishes that it corresponds to the Board of Directors of the Superintendency of Banks and Other Financial Institutions to issue general standards that promote adequate, agile, modern and practical supervision over the institutions subject to the supervision, inspection, vigilance and oversight of the Superintendency.

In use of its powers,

HAS ISSUED

The following:

REFORM TO THE STANDARD FOR THE TRANSFER, TRANSFER OR ACQUISITIONS OF SHARES OF SUPERVISED FINANCIAL INSTITUTIONS

Resolution No. CD-SIBOIF-530-2-ABR16-2008

FIRST.- Amend articles 6 and 11 of the Standard for the Transfer, Transfer or Acquisitions of Shares of Supervised Financial Institutions, Resolution No. CD-SIBOIF-476-1-ABR25-2007 dated 25 April 2007, published in La Gaceta, Diario Oficial No. 112 of 14 June 2007, which shall read as follows:

Art. 6. Information requirements to obtain authorization.- To obtain the authorization referred to in article 4 of this standard, the interested party or parties must comply with the information requirements indicated in numeral 4 and the solvency and integrity requirements referred to in numeral 6, both of article 4 of the General Law of Banks; for these purposes they must submit the following information and documentation:

a. For natural persons:

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

2. Curriculum documented with the information required in Annex 1, which becomes an integral part of this standard.

3. Statement of assets and statement of income and expenses, with the information required in Annex 2, which becomes an integral part of this standard, signed by the interested party. The figures must be expressed at book value in accordance with accounting standards. In cases where the Superintendent requires it, these must be submitted duly certified by an authorized public accountant or equivalent professional in the country where it is issued.

4. 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, attested by a public notary in accordance with the applicable law.

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

6. Police record certificate, issued by the corresponding national authorities in the case of persons domiciled in Nicaragua, and by the competent foreign body, when it concerns persons not domiciled in Nicaragua or natural persons residing in Nicaragua who in the last 15 years have been residents abroad.

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

8. Declaration attested by a notary that they are not involved in any of the situations contemplated in numerals 1, 5, 6, 7 and 8 of article 29 of the General Law of Banks.

9. Detailed breakdown of the related natural and legal persons as well as those that make up their interest unit, based on the criteria established in article 55 of the General Law of Banks and the corresponding standard.

b. For legal persons:

1. Copy attested by a notary, of the instrument of the public deed of incorporation of the company, bylaws and their amendments, if any. In the case of foreign legal persons, the equivalent documents.

2. A minimum of 5 recent banking or commercial references as of the date of the application.

3. Names of the members of the Board of Directors, as well as the curriculum vitae of each of its members, which shall be submitted in accordance with Annex 1.

4. Certification of the minutes recording the authorization granted by the corresponding corporate body to participate as a shareholder of the financial institution and the amount of the investment intended for that purpose.

5. Copy of the independent auditors' report on the audited financial statements for the two fiscal years prior to the date of the application, as applicable.

6. List and percentage of participation of the 5% Shareholders who are natural persons, ultimate owners of the shares in a succession of legal entities. In order to determine whether the natural persons indicated herein are 5% Shareholders, the calculation methodology set forth in Annex 3, which is an integral part of this rule, must be followed.

Natural persons who, according to the aforementioned calculation methodology, are 5% Shareholders must comply with the information requirements set forth in subparagraph a. of this article.

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

Likewise, a diagram showing the shareholding structure of the 5% Shareholders must be submitted, reflecting whether this percentage of participation is held individually or jointly with their related parties, indicating the full names of the natural or legal persons contained in this diagram.

c. Documentary evidence, to the satisfaction of the Superintendent, of the lawful origin of the assets. At 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 assets (information on the activities from which the assets come, such as businesses, inheritances, donations, etc.) and evidence that the money comes from the same.

Art. 11. Exceptions.- The Superintendent may authorize exceptions to one, several or all of the information requirements set forth in article 6 of this rule in the following cases:

a. When the interested legal entity is a public law institution with capacity for such purpose.

b. When the legal entity partner(s) are bilateral or multilateral international organizations or non-profit organizations and/or institutions dedicated internationally to development.

c. When the share transfers are due to the adaptation of the shareholding structure of the institutions that make up the financial group to comply with the provisions of the regulations on the matter, in cases where the shareholders are known to the Superintendency.

d. When it involves share transfers between shareholders of an institution supervised by the Superintendency or of the institutions of a financial group recognized as such by the Superintendency.

e. When the interested party or parties are financial institutions with a first-rate international rating made by a risk rating agency or supervised by bodies with which this Superintendency has signed information exchange or cooperation agreements.

f. When the interested party is already a 5% Shareholder.

When pertinent, the supporting documents for the case must be submitted.

Likewise, the Superintendent may authorize exceptions to the submission of any or all of the information requirements indicated above, when such information, having been required by other prudential rules, is up to date in the files of this Superintendency.

SECOND.- This amendment shall enter into force from its publication in La Gaceta, Diario Oficial. (f) Antenor Rosales B. (f) V. Urcuyo V. (f) Gabriel Pasos Lacayo (f) Nelson Estrada S. (f) A. Cuadra G. (f) U. Cerna B. Secretary.

URIEL CERNA BARQUERO
Secretary Board of Directors SIBOIF