“Approved”
Financial Markets Supervisory Authority
of the Republic of Azerbaijan
Decision № 12
7 July 2017
Chairman of the Board of Directors
_______________ Rufat Aslanlı

Guidelines on how to apply for banking licenses and permits

1. General provisions

1.1. These Guidelines have been developed in accordance with Article 7.1 of the Law of the Republic of Azerbaijan on Banks and determine the form and content of applications for banks and local branches of foreign banks to obtain a banking license to operate in the Republic of Azerbaijan, and permits for branches, foreign representative offices and local representative offices of foreign banks and attached documents.
1.2. The definitions used in these Guidelines are used with the meanings specified in the Law of the Republic of Azerbaijan on Banks.
1.3. The documents submitted under these Guidelines (except for notarized documents) are signed and stamped by the authorized person of the bank. If the documents contain more than one page, they are filed and numbered.
1.4. All documents are completed using technical means and signed and submitted in a folder.
1.5. All documents submitted by foreign legal entities and individuals are legalized in accordance with the legislation and translation into the Azerbaijani language is notarized unless otherwise specified in international treaties seconded by the Republic of Azerbaijan.
1.6. An appeal for a banking license consists of two stages:
1.6.1. stage 1 covering initial appeal for a banking license and its review;
1.6.2. stage 2 covering a final appeal for a banking license and its review upon state registration of the bank and a local branch of a foreign bank.
1.7. Appeals for banking licenses and permits are reviewed in accordance with the Law of the Republic of Azerbaijan on Banks. Relevant decisions on licenses and permits are taken in accordance with sub item 4.10.5 of the Charter of the Financial Markets Supervisory Authority (hereinafter – the FIMSA) in coordination with the President of the Republic of Azerbaijan

2. Initial appeal for a banking license

2.1. An initial application for a banking license (Annex No 1) is signed by bank’s all founders or their authorized representatives and signature(s) is/are notarized. The following documents are attached with an initial application:
2.1.1. information on the amount of bank’s proposed capital, proposed share of each shareholder in bank’s authorized capital;
2.1.2. for each owner who will acquire bank shares:
2.1.2.1. if this owner is a legal entity:
2.1.2.1.1. information on its name, address, type of commercial activity, qualifying holding in other organizations, as well as qualifying holding of other persons in its capital (Annex No 4);
2.1.2.1.2. decision of an authorized managerial body on acquisition of implied participation share (excerpt from minutes or a notarized copy);
2.1.2.1.3. originals or notarized copies of audited financial statements covering at least recent three financial years (if a legal entity was established lesser than three years, latest financial year(s)) (balance sheet, income statement, cash flow statement) and auditor opinion(s);
2.1.2.2. If this owner is a foreign legal entity:
2.1.2.2.1. information specified in sub item 2.1.2.1 herein (Annex No 4);
2.1.2.2.2. a document verifying registration in the country of residence, a charter (statute), audited financial reports for the period of at least three fiscal years (balance sheet, income statement, cash flow statement) and auditor's opinion;
2.1.2.3. If this owner is an individual:
2.1.2.3.1. information on his/her first, last and middle names, citizenship, ID card or information from another document, verifying his/her identity, permanent residence address, type of occupation, as well as his/her qualifying holding in other organizations (Annex No 5);
2.1.2.3.2. notarized copy of an ID card or another identity document;
2.1.2.3.3. notarized copy of the document confirming the type of employment;
2.1.2.4. If this owner is a foreigner – in addition to the documents, specified in sub item 2.1.2.3 herein, positive reference letters from one or more financial institutions of his/her country of residence (when started business relations with this person and positive indicators characterizing financial conditions), and/or extracts from bank accounts;
2.1.2.5. if the proposed owner of qualifying holding is a legal entity:
2.1.2.5.1. a list of heads of its managerial bodies;
2.1.2.5.2. an application on civil impeccability, signed by each head, whose signatures are notarized (Annex No 7);
2.1.2.5.3. If the head is a foreigner, a statement on existence or absence of criminal convictions, issued by relevant executive authorities of his/her country of residence;
2.1.2.5.4. If the legal entity with qualifying holding, is incorporated to a group of companies, information on the group, including persons with qualifying holding in other institutions incorporated to the group, and their officers (should be compiled in a free and detailed manner, and the names of individuals and legal entities should be written without abbreviations);
2.1.2.5.5. If the proposed owner of bank’s significant share is an individual, his/her signed and notarized application on impeccability (Annex No 7);
2.1.2.5.6. If the owner of qualifying holding is a foreigner, a statement on existence or absence of criminal convictions, issued by relevant state authorities of his/her country of residence;
2.1.2.5.7. a notarized copy a decision on establishing a bank, adoption of its charter and formation of managerial bodies signed by all founders (Annex No 8) and the charter approved by bank’s founders or their authorized representatives.
2.1.2.5.8. a business plan, determining bank’s commercial strategy, implied types of activities, organizational structure, including an internal control system and financial forecasting for first 3 years (balance sheet, income & cash flow statements) (Annex No 9);
2.1.2.5.9. a list of proposed bank officers, as well as notarized copies of documents, reflecting information on qualifications and experience of each of them (on education and work experience), a questionnaire filled in by those persons (Annex No 6), the amount and list of significant shares in the bank and other legal entities, a signed and notarized statement on civil impeccability (Annex No 7);
2.1.2.5.10. If the officer is a foreigner, a statement on existence or absence of criminal conviction, issued by the relevant authority of the country of residence;
2.1.2.5.11. for a local subsidiary bank of a foreign bank or a foreign bank holding company the documents, indicated in Item 2.3 herein;
2.1.2.5.12. a document, verifying payment of a state duty for review of an initial application.
2.2. An initial application on opening a local branch of a foreign bank (signed by the bank’s authorized person) should be attached with the following documents:
2.2.1. a bank charter and a notarized copy of the decision of the authorized managerial body on launch of a branch;
2.2.2. a list of bank owners with qualifying holding, indicating their shares;
2.2.3. If a bank is incorporated to a group of companies, information on the group, including persons with qualifying holding in other institutions incorporated to the group, and their officers (should be compiled in a free and detailed manner, and the names of individuals and legal entities should be written without abbreviations);
2.2.4. audited financial statements for at least recent three financial years (balance sheet, income and cash flow statements) and an auditor opinion;
2.2.5. a statute of the branch approved by the bank’s authorized body. Along with other information related to its activities, the statute should specify amount of funds allocated to the branch by the founding bank, equal to capital, types of banking activities, the bank's control over the branch and the procedure for liquidation of the bank;
2.2.6. a business plan defining the commercial strategy of the branch, implied types of activities, organizational structure, including internal control system, as well as financial forecasts for the first three years of the branch (balance sheet, income and cash flow statements) (Annex No 9);
2.2.7. a document confirming bank's responsibility for liabilities of the branch;
2.2.8. documents on officers proposed to be appointed to the branch specified in sub item 2.1.2.5.9 herein;
2.2.9. documents specified in sub item 2.3.1 herein.
2.3. In addition to the documents specified in Items 2.1 and 2.2 herein, the following documents are annexed with the initial application for a banking license for a local subsidiary bank of a foreign bank and a foreign bank holding company, a local branch of a foreign bank:
2.3.1. for a subsidiary bank or branch of a foreign bank – a written notice of the banking regulation and supervision authority of the country where the founding foreign bank is located on the bank's permit to attract deposits and other repayable funds from individuals and legal entities in that country, as well as on supervision of that bank by that banking regulation and supervision authority and written permit of this authority to establish a subsidiary bank or to open a branch;
2.3.2. for a subsidiary of a foreign bank holding company – a written notice on supervision of this bank holding company by the banking regulation and supervision authority of the country where the holding company is located, that the company has one or more banks licensed in that country to attract deposits and other repayable funds from individuals and legal entities or on their management and a written permit of that authority to establish a subsidiary bank
2.4. Within 18 calendar days from the date of receiving the decision of the Financial Markets Supervisory Authority of the Republic of Azerbaijan (hereinafter - the FIMSA) on positive review of the initial application, the founded bank or the foreign bank that opens a branch in the Republic of Azerbaijan should transfer to the account opened for the purpose the minimum amount of authorized capital (funds equal to capital), organize management systems upon state registration under the legislation, and complete logistics and security measures.

3. Final application for a banking license

3.1. The following documents are attached with the final application for a banking license (Annex No 2):
3.1.1. notarized copies of the state registration certificate and charter of the bank or a local branch of the foreign bank;
3.1.2. bank’s internal procedures approved by a decision of the bank’s authorized managerial body;
3.1.3. a notarized copy of the decision of the general meeting of shareholders on establishment of the bank, adoption of its charter and appointment of officers;
3.1.4. if conditions are imposed by the decision of the FIMSA on positive review of the initial application for a banking license, document(s) verifying compliance with those conditions;
3.1.5. in the event of significant changes to the information submitted in the initial application, written information, which clearly explains such changes;
3.1.6. documents, verifying formation of the bank’s corporate governance systems, including managerial bodies, provision of logistic and security measures;
3.1.7. a notarized copy of the document confirming a legal address of the bank or a local branch of the foreign bank (rent agreement, a document confirming the right of use or ownership);
3.1.8. document, confirming payment of the state duty for obtaining a bank license.
3.2. The FIMSA submits or sends by a registered mail a decision on issue of the license and the banking license to the applicant no later than 2 working days.

4. Appeal for permits to open local banks’ branches and foreign representative offices

4.1. The appeal for permits to open local and foreign branches and foreign representative offices of domestic banks (Annex No 3) is attached with the following documents:
4.1.1. notarized copy of the decision of the authorized managerial body to open a bank’s branch or representative office or an extract from meeting minutes (Annex No 8);
4.1.2. a statute of the branch or the representative office approved by the bank’s authorized body. Along with other information, the statute should include the address of the branch of the foreign representative office, types of banking activities for the branch, authorities of officers, bank's control over the branch and the procedure for liquidation of the branch or the representative office at the decision of the bank;
4.1.3. a notarized copy of the document confirming the legal address of the local branch (rent agreement, a document confirming the use or ownership right);
4.1.4. a business plan defining the commercial strategy of the branch, implied types of activities, organizational structure, as well as financial forecasts for the first three years of the branch (balance sheet, income statement) (Annex No 9);
4.1.5. a notarized decision of the bank’s authorized managerial body on appointment of officers (managers) of the branch or the representative office or an extract from meeting minutes (Annex No 8);
4.1.6. a list of officers proposed to be appointed to the branch, as well as notarized copies of the documents with information on professional qualification and experience (on education and labor activity) for each of them, a questionnaire filled out by these persons (Annex No. 6), the list and amount of their qualifying holding in the bank and other legal entities, an application on civil impeccability signed by them and notarized (Annex No. 7);
4.2. A domestic bank that opens a foreign branch or a representative office should send a written notification to the FIMSA within 5 (five) days upon obtaining a relevant permit for their activities in the host country.

5. Appeal for a permit to open local representative offices of foreign banks

5.1. The appeal for a permit to open local representative offices of foreign banks (Annex No 1) should be attached with the following documents:
5.1.1. the bank charter and a copy of the decision of the bank’s authorized managerial body to open a local representative office;
5.1.2. information on the bank, its organizational structure and managerial bodies, including the authorized body of the foreign bank to open a representative office;
5.1.3. a list of bank owners with qualifying holding, indicating their shares;
5.1.4. audited financial statements of the bank for recent financial year (balance sheet, income and cash flow statements) and an auditor opinion;
5.1.5. the statute approved by the authorized managerial body of the bank, indicating the powers and address of the local representative office;
5.1.6. a reference issued by the bank on professional qualities and experience of officers proposed to be appointed to the representative office, as well as on their convictions;
5.1.7. written notice of the banking regulation and supervision authority of the home country of the foreign bank that the bank has a permit to attract deposits and other repayable funds from individuals and legal entities in that country, that the said authority supervises the bank and a written permit of that regulatory and supervisory authority to open a local representative office of that bank.
5.2. Upon state registration of the local representative office of the foreign bank the appeal for a permit should be attached with the following documents:
5.2.1. a notarized copy of the state registration certificate of the local representative office of the foreign bank in accordance with the legislation;
5.2.2. if there are significant changes in the information initially submitted to the FIMSA, the information explaining those changes in detail.

6. Final provision

When applying to the FIMSA in accordance with the Law of the Republic of Azerbaijan on Banks for acquisition of significant shares in authorized capital of the bank, participation of the bank in capital of other legal entities, increase or decrease of authorized capital, appointment of bank administrators the sample forms attached herewith are used.

Annex № 1 to Guidelines on how to apply
for banking licenses and permits

to the Financial Markets Supervisory Authority
of the Republic of Azerbaijan

«___» ___________ 20__
№ __________________

INITIAL APPLICATION for a banking license *

_______________________________________________________________________________
(bank/foreign bank name)
according to decision № __ of the meeting ________________________________________
(general meeting of shareholders or foreign bank’s authorized body)

dated____________________20__) is requesting an initial consent for banking license for

______________________________________________________________________________
(name and address of the bank/local branch of the foreign bank)

Attachment: (a list of submitted documents, copies and the number of pages per copy).

I hereby certify the accuracy of the information contained in this Application and all the documents attached thereto, and I assure you that it is accurate and complete according to the information I have. I undertake to immediately inform the Financial Markets Supervisory Authority of the Republic of Azerbaijan about significant changes to this information.


Signature and 1st, last, middle names
of the authorized person ______________________________

* An application for obtaining a permit for opening local representative offices of foreign banks is compiled under this sample form.

Annex № 2 to Guidelines on how to apply
for banking licenses and permits

to the Financial Markets Supervisory Authority
of the Republic of Azerbaijan

«___» ___________ 20__
№ __________________

FINAL APPEAL for banking license

_____________________________________________________________________________
(the name of the bank/local branch of a foreign bank)

state registered under the legislation of the Republic of Azerbaijan ( registration number and date) is requesting the issue of a banking license.

Attachment: (a list of submitted documents, copies and the number of pages per copy).

I hereby certify the accuracy of the information contained in this Application and all the documents attached thereto, and I assure you that it is accurate and complete according to the information I have.
There have been no considerable changes in the information and documents submitted during initial appeal for a banking license / The following considerable changes have been made in the information and documents submitted during initial appeal for a banking license (information detailing those changes and a list of attached documents should be annexed).


Signature and 1st, last, middle names
of the authorized person ______________________________

Stamp

Annex № 3 to Guidelines on how to apply
for banking licenses and permits

to the Financial Markets Supervisory Authority
of the Republic of Azerbaijan

«___» ___________ 20__
№ __________________

APPLICATION
for obtaining a permit to open a branch or a foreign representative office of a domestic bank

______________________________________________________________________________
(bank name)
according to decision № ________ of the meeting ________________________________
(the name of the managerial body that took a decision)

dated________________________200 – is requesting a permit to open

______________________________________________________________________________
(name and address of the branch or foreign representative office)

Attachment: (a list of submitted documents, copies and the number of pages per copy).

I hereby certify the accuracy of the information contained in this Application and all the documents attached thereto, and I assure you that it is accurate and complete according to the information I have. I undertake to immediately inform the Financial Markets Supervisory Authority of the Republic of Azerbaijan about significant changes to this information.


Signature and 1st, last, middle names
of the bank’s authorized person ______________________________

Stamp

Annex № 4 to Guidelines on how to apply
for banking licenses and permits

INFORMATION on legal entity shareholders

as of «_____» ______________ 20___

1. Founder___________________________________________________________________
(name of the legal entity)

2. Address____________________________________________________________________
(country, city, street, postal index)

3. Contact number(s), fax______________________________________________________
(home, office, mobile)
4. E-mail address (if any) _______________________________________________________

5. Information on state registration_______________________________________________
(name, number, date of the document, name of submitting state body)
6. TIN _________________________________________

7. Nature of activity____________________________________________________________
(main types of activity)
8. Manager(s)__________________________________________________________________
(1st, last and middle names, position)
9. Participation share in the founded bank _________________________________________
10. Have there emerged financial problems, including bankruptcy, temporary management, rehabilitation over recent three years? Reasons ________________________

______________________________________________________________________________

Results of solving these problems ________________________________________________
11. Information on your qualifying holdings in other legal entities, if any:
Legal entity’s name, address and postal index_____________________________________
Amount of participation share and its weight in authorized capital of the legal entity (in %)___________________________________________________________________________

Type of activity________________________________________________________________
(enlist the types of activity)
12. Information on qualifying holding of other legal entities and individuals in your authorized capital, if any.
 All fields are filled in, in case of absence of any facts, appropriate notes are made.

Names and addresses of those persons___________________________________________

_____________________________________________________________________________

Amount of participation share and weight in your authorized capital (in %)___________

_____________________________________________________________________________

Activity/employment type______________________________________________________
(enlist activity/employment types)

1st, last, middle names of a legal representative or authorized person of the shareholder

legal entity ___________________________________________________________________

* All fields are filled in, in case of absence of any facts, appropriate notes are made.

Annex № 5 to Guidelines on how to apply
for banking licenses and permits

INFORMATION on an individual shareholder *

as of «____» ____________ 20___

1. Founder ____________________________________________________________________
(1st, last, middle names)
2. Date of birth ________________________________________________________________
3. Place of birth________________________________________________________________
4. Citizenship__________________________________________________________________
5. Series, number and name of the state authority issuing the ID card __________________
____________________________________________________________________________
6. Place of residence____________________________________________________________
7. Contact number(s)___________________________________________________________
(home, office, mobile)
8. Place of employment, position / type of employment _____________________________
____________________________________________________________________________
9. Information on qualifying holding in other legal entities, if any:
Name and address of the legal entity___________________________________________
Amount of participation share and weight in authorized capital (in %)______________
____________________________________________________________________________

Type of activity______________________________________________________________
(enlist types of activity)

I hereby certify the accuracy and completeness of the information contained in this Application.
Signature of individual shareholder________________________


* All fields are filled in, in case of absence of any facts, appropriate notes are made.

Annex № 6 to Guidelines on how to apply
for banking licenses and permits

Officer’s QUESTIONNAIRE *

1. Name ____________________________________________________________________
(last name) (name) (middle name)

2. Address___________________________________________________________________
(country) (city/district) (postal index)

3. Date of birth ______________________________________________________________
(day) (month) (year)

4. Place of birth ______________________________________________________________
(country) (city/district)

5. Citizenship_________________________________________________________________

6. Series, number and name of the state authority issuing the ID card________________
______________________________________________________________________________

7. Contact number(s) ______________ _______________ ______________
(home) office ) (mobile)
8. Fax (if any) _________________________________________________________________

9. E-mail address (if any)_______________________________________________________

* All information requested in this questionnaire should cover activities carried out both in the Republic of Azerbaijan and abroad. All fields in this questionnaire must be completed. If there are no facts on certain areas of the questionnaire, make a note of it.

10. Marital status
Close relatives (spouses, parents, including parents of spouses, grandparents, children, including the adopted, siblings):

The 1st, last, middle names and positions with the bank of those who work at the bank the candidacy of the officer is nominated.
______________________________________________________________________________

11. 1st and last names used or changed
Indicate all other former names, reasons for their use or change, as well as the period of use (pre-marital last name, last name from previous marriages, last names changed legally and otherwise, etc.).

12. Information on places of residence
Show all your residences in chronological order for the last five years (starting with the last one).

13. Information on education and professional experience
a) Indicate information on education

b) Indicate your academic degrees, scientific titles and scientific works.

c) Provide any other information that you consider important to determine your degree (participation in local or international seminars, training courses, symposia, etc..
_____________________________________________________________________________
_____________________________________________________________________________

14. Information on places of employment
a) Provide the following information about your place of employment or self-employment in a chronological order (starting from the last place of employment). Indicate all periods of unemployment and the reasons for previous dismissals.

1. Name of the organization:____________________________________________________

2. Address: ___________________________________________________________________
Country City/district Street Zip code
Employer’s 1st and last names ____________________________________________________
Employer’s position_____________________________________________________________
Phone number__________________________________________________________________

The position you hold___________________________________________________________

Period of employment: from _____________ to ____________
Reasons for dismissal____________________________________________________________

Type of independent activity_____________________________________________________
b) Provide information on your work experience in banking, including the number of employees under your subordination, issue of loans, investments and other important decision-making powers.

c) Have you been dismissed from the position of an officer of any bank, branch or division at the request of the Financial Markets Supervisory Authority of the Republic of Azerbaijan for replacement for another one for not less than three years? (except for the cases when there is a valid court decision on your reinstatement)
______________________________________
(yes/no)

d) Has the officer previously been certified at the Financial Markets Supervisory Authority of the Republic of Azerbaijan?
_____________________________________________________________________________
(the date, the bank name and position)
15. Miscellaneous information
a) If any, provide the following information about the bank(s), another financial institution or holding company where you are/were a member or another official of the Supervisory Board, the Audit (Revision) Committee, the Management Board, another employee or an owner of qualifying holding (owner of the share that makes 10% and over of the share capital or the voting right, or direct or indirect owner of the share allowing to have significant influence on decision making in the legal entity you are a participant on a contractual basis).

b) If any, provide the following information about legal entities (limited liability company, joint stock company, business partnership, etc.) where you were a member or another official of the Supervisory Board, the Audit (Revision) Committee, the Management Board, another employee or an owner of qualifying holding (owner of the share that makes 10% and over of the share capital or the voting right, or direct or indirect owner of the share allowing to have significant influence on decision making in the legal entity you are a participant on a contractual basis). Do not repeat the information previously provided in this section.

c) Provide information on the persons who have a significant share in the legal entity that has a significant share in the bank.

d) Have you ever been rejected while applying for the following, and have you voluntarily withdrawn the application after receiving an official or unofficial notice of the planned rejection?

If the answer to any of the above questions is yes, please specify the reasons for rejection or withdrawal of the application, the relevant state authority, the date of submission of the application and other information on this issue.
_____________________________________________________________________________
_____________________________________________________________________________
d) If any, provide detailed information on the cases of revocation of a permit, certificate, or license due to incorrect information submitted to any supervisory authority for obtaining a permit, certificate or special permit (license) for a legal entity where you were a member or another official of the Supervisory Board, the Audit (Revision) Committee, the Management Board, another employee or an owner of qualifying holding (owner of the share that makes 10% and over of the share capital or the voting right, or direct or indirect owner of the share allowing to have significant influence on decision making in the legal entity you are a participant on a contractual basis) for at least 3 years.
_____________________________________________________________________________
_____________________________________________________________________________
e) If any, provide information about your roles and responsibilities as a member of the Supervisory Board, Revision Committee (Audit Committee, Inspector), Management Board, an officer or a shareholder of the financial institution you are related to one year prior to the date of the decision on financial rehabilitation, temporary management, forced liquidation or insolvency.
_____________________________________________________________________________
_____________________________________________________________________________
f) Provide detailed information if over recent 3 years you have been the head of a legal entity that external auditors or legally appointed inspectors have refused to sign inspection acts on or have signed them with explanations, remarks and objections.
_____________________________________________________________________________
_____________________________________________________________________________
g) Have you ever defaulted on a loan from any financial institution, payment on a loan you represent or act as a principal, collateral or other loan liabilities? If so, please provide details.
_____________________________________________________________________________
_____________________________________________________________________________

h) If any, if there has been any investigation with respect to operations of the legal entity you were a member or another officer of the Supervisory and Management Boards, Revision Committee (Audit Committee, inspector), or qualifying holding owner (direct or indirect owner of a share that makes up 10 or more percent of the share capital or voting rights, or allows significant influence on decisions of a legal entity in which he is a party to the contract) over recent 10 years, indicate in which capacity you were involved (accused, witness or other).
_____________________________________________________________________________
_____________________________________________________________________________

i) If any, provide the following information on non-governmental organizations you are a founder or a member of.

j) If you have any information that confirms that you are a fit and proper person, please provide that information.
______________________________________________________________________________

I certify the accuracy of the information contained in the Questionnaire, which I have signed below, and undertake to inform the Financial Markets Supervisory Authority of the Republic of Azerbaijan on any changes in this information.

Signature:
Date:

Annex № 7 to Guidelines on how to apply
for banking licenses and permits

APPLICATION
on civil impeccability

_____________________________________________________________________________
(1st, last, middle names)
_____________________________________________________________________________ _____________________________________________________________________________

I confirm absence of the following facts:

1. Owners of qualifying holding, if it is a legal entity, managers of its executive bodies, as well as heads of bank’s subsidiary structures:
- do not have conviction for an intentional crime.
2. Officer:
- no conviction, no prosecution in the past for grave and especially grave crimes against property and economic activity, no prohibition of holding a certain position or carrying out professional activity by a court decision, no fact of announcing bankrupt by court.

______________________
(signature)

Date:

Annex № 8 to Guidelines on how to apply
for banking licenses and permits

___________________________ (bank name)
_______________________________ (bank’s managerial body)
MINUTES № ________ ( EXCERPT FROM MINUTES № _________ *)
Baku city “____”_____________
Chaired:
____________________________________________________________________
(1st, last, middle names and position)

Participated: (shareholders’ full names and participation share in authorized capital)

Invitees: (full names and positions)

Agenda

1.____________________________________________________________________________
(issues under review, speakers’ first and last names)
2.____________________________________________________________________________
3.____________________________________________________________________________
Speeches: (name of the issue, 1st and last names of speakers and those who spoke at discussions).
Who spoke: (brief texts of reports and speeches)
Decision: (the decision taken or the project rejected on the issue in full)
1.____________________________________________________________________________
For:
Against:
2.____________________________________________________________________________ For:
Against:
3.____________________________________________________________________________ For:
Against:

Chair
____________________________________________________________________________
(1st, last, middle names) (signature)
Secretary
____________________________________________________________________________
(1st, last, middle names) (signature)

* The excerpt from the minutes is approved by signatures of the chair and secretary of the meeting, indicating their 1st, middle and last names, the note “true” and the date of the record.

Annex № 9 to Guidelines on how to apply
for banking licenses and permits

_________________________________________________________
(Bank name)

BUSINESS PLAN *

I. Table of contents.

• Name of the bank.
• Information on establishment of the bank.
• Information on the address of the bank.
• Information on bank’s authorized capital.
• Information on the person to be contacted during the business plan review.

II. Commercial strategy.

• Describe the bank's strategy in a reasonable way. Indicate and explain each strategic direction.
• Marketing strategy. Describe bank's projected revenues, which segments of the market it will operate in, the number and composition of customers (individuals and legal entities, individuals and corporate entities, other market participants, public and private entities, governmental and non-governmental organizations, residents and non-residents and on other classification) and what level of income you can reach in the marketing strategy. A broad economic description of the market in which the bank will operate should be provided. This analysis should base on the latest information and sources of this information should be indicated. This section should include a broad discussion of the market analysis used to develop objectives of the strategy, key planning assumptions of economic and competitive components, and the basis of these assumptions.
• Service strategy. Develop and describe a list of planned general terms and conditions of bank's financial instruments and services, indicate how the bank will offer financial instruments and services including activities of bank's subsidiaries; show to various market actors which market instruments will be used and their differences; and indicate the timeframe and costs associated to each financial instrument and service.
• Describe the size of and conditions for transactions with related parties and persons acting on behalf of related parties.

 Note: these are minimum requirements. Every bank can provide a more comprehensive and explanatory Business Plan

• Deposit policy. Describe main directions and components of the bank’s deposit policy. The deposit policy should describe the source, origin, term, economic geography of the funds to be attracted and effectiveness of financial instruments to be applied. Describe the measures to identify, measure and minimize risks related to attraction of deposits.
• Credit and investment policy. Describe main principles and realization forms of the lending and investment policy. Indicate and substantiate which competitive credit instruments you will use in the market. Describe the structure of the lending and investment policy (in terms of maturity, risk rate, securitization, origin and economic geography).
• Interest rate policy. Indicate the rules for determining and calculating interest rates and commissions when carrying out savings (deposits), loans, investments and other activities. Disclose an action plan to address negative effects of changes in interest rates in the market.
• Information technologies. Provide an analysis of bank's activities, describing technical equipment, computers and software. Describe information flow and security.
• Staff policy. Provide detailed explanation of human resource planning, requirements for level of professionalism, training course planning, human resource management standards, recruitment and dismissal standards, remuneration, modification, etc.

III. Types of bank’s activities.
• Describe and substantiate bank’s activity types, also describe non-traditional activities.

IV. Organizational structure.

• Indicate the purpose, activities and responsibilities of each structural unit, as well as the number of employees to work in those units (including branches and departments) by providing a description and diagram of the organizational structure. Describe and justify the connections between structural units.
• Describe action plans, procedures and segregation of responsibilities in the management of each structural unit of the bank.

V. Internal control and audit systems.

• Describe providing management;
• clearly and timely development and delivery of the information necessary for activities of the Supervisory and Management Boards;
• review of compliance of bank’s activities with the legislation and normative documents (regulations, plans, statutes, etc.);
• following the actions plan on identification, evaluation, management and minimization of risks;
• obtaining information on the causes of existing shortcomings in bank’s activities and monitoring their elimination;
• audit procedures on protecting assets, ensuring integrity of financial and operational accounting, increasing efficiency of operations, as well as compliance with legislation and internal regulations;
• the internal audit system and procedures.

VI. Financial forecasting for first 3 years.

• Balance sheet:

• Financial forecasts submitted for activities of the branch should reflect only the items and sections corresponding to the branch.

• Income statement

• Cash flow statement

* This report is not submitted for a branch of a local bank.