THE FINANCIAL INSTITUTIONS AND MARKETS …

1 REPUBLIC OF NAMIBIA THE FINANCIAL INSTITUTIONS AND MARKETS bill , 2012 To consolidate and harmonize the laws regulating FINANCIAL INSTITUTIONS and FINANCIAL MARKETS in Namibia; and to provide for incidental matters. 1 CHAPTER 1 PRELIMINARY 1 Definitions 15 2 Objects 24 3 Control 24 CHAPTER 2 INSURANCE PART I GENERAL 4 Definitions 26 5 Prohibitions 28 6 Restrictions on use of certain designations 29 7 Limitations 29 8 Classes of insurance 30 PART II REGISTRATION 9 Application for registration 37 10 Registration requirements 38 11 Registration 39 12 Insurers previously registered 39 13 Application for cancellation or variation of registration 40 14 Cancellation or variation of registration 40 PART III ADMINISTRATION

2 15 Principal office and principal officer 40 16 Accounts 40 17 Appointment of auditor 40 18 Appointment of valuator 41 19 Conduct of insurance 41 20 Financially sound position 42 21 Prohibitions against pledging assets and borrowing 42 22 Actuarial soundness of policies 43 23 Prohibition against tied selling 43 24 Policies: miscellaneous provisions 44 25 Publication of statements of capital 44 26 Prohibition against securing business for unregistered person 44 27 Restriction on acquisition of shares or other interests 45 28 Participating policies 45 29 Plain language 46 30 Misleading, false and deceptive statements: consequences of conviction 46 2 PART IV CERTAIN LONG-TERM POLICIES 31 Life policies: minors 46 32 Life policies: married persons 47 33 Persons married in community of property 47 34 Life policy on own life.

3 Protection during life 47 35 Life policy on own life: protection on death 48 36 Life policies: spouses or children 49 37 Protected life policies: selection for realization 50 38 Protected life policies: partial realization 50 39 Life policies ceded or trust policies not kept up 51 40 Life policies ceded or premiums paid with intent to defraud creditors 51 41 Application of provisions to funeral, disability and health policies 52 PART V PROVISIONS RELATING TO LLOYD'S 42 Definitions 52 43 Authorisation of underwriters at Lloyd s 52 44 Change to constitution, powers, rights.

4 Obligations and bye-laws 53 45 Appointment of Lloyd's representative 53 46 Trust account to be kept by Lloyd's representative 54 47 Returns to be submitted by Lloyd's representative 54 48 Application of certain provisions of Chapter to Lloyd s representative 54 49 Imposition of prohibition on activities of Lloyd s underwriters 54 50 Registration of Lloyd's intermediaries 55 51 Claims against underwriters at Lloyd's 55 52 Payment of claims against underwriters at Lloyd's 55 PART VI AGENTS AND BROKERS 53 Definitions 56 54 Unregistered person may not act as agent or broker 57 55 Registration as insurance agent 57 56 Remedial action 58 57 Application for registration as an insurance broker 59 58 Registration requirements 60 59 Registration 61 60 Agents.

5 Brokers previously registered 61 61 Insurance to be in place 61 62 Only one registration 61 63 Cancellation or variation of registration 62 64 Confirmation of cover by registered brokers 62 65 Other obligations of registered brokers 62 66 No unreasonable delays 63 67 Placing insurance outside Namibia 63 68 Broker liable to policyholder 63 69 Policies and procedures 63 3 70 Obligations of registered insurance intermediaries 63 71 Duties of registered insurance intermediaries 64 72 Other business or occupation 65 73 Registration to be produced 65 74 Powers of NAMFISA in relation to registered insurance intermediaries 65 CHAPTER 3 FINANCIAL MARKETS PART I PRELIMINARY 75 Definitions 66 76 Objects of Chapter 70 77 Non-application of gambling laws 70 PART II PROHIBITIONS AND RESTRICTIONS 78 Prohibitions 71 79 Listed securities.

6 Exception 71 PART III REGISTRATION 80 Application for registration 71 81 Registration requirements 72 82 Registration 72 83 Application for cancellation or variation of registration 73 84 Cancellation or variation of registration 73 85 Transfer or winding-up 74 86 Existing exchange 74 87 Persons approved by Registrar 74 88 Registration as authorized user, portfolio manager, authorized advisor or authorized representative 74 89 Remedial action 76 90 Stockbrokers 77 91 Existing portfolio managers 78 92 Registration as participant 78 93 Registration of authorized representative of authorized user 79 94 Remedial action 80 95 Nominees 81 96 Foreign exchange and electronic exchange 81 97 Principal office and principal officer 81 98 Appointment of auditor 82 PART IV EXCHANGES 99 Interpretation 82 4 100 Functions of exchange and power of NAMFISA 82 101 Listing of securities 83 102 Removal of

7 Listing and suspension of trading 84 103 Application of new listing requirements 85 104 Disclosure of information by issuers 86 105 Imposition of levy 86 106 Funds of registered exchange 86 107 Requirements for exchange rules 87 108 Reporting transactions in listed securities 89 109 Undesirable advertising or canvassing 89 110 Identity and source to be disclosed 89 111 Restriction on borrowing and repledging 90 112 Marking or recording securities 90 113 Restriction on alienation of securities 90 114 Segregation of funds of authorized users and other persons 90 115 Appeal from decision of exchange 91 PART V CUSTODY AND ADMINISTRATION OF SECURITIES 116 Definitions 92 117 Functions of central securities depository 93 118 Functions of participant 94 119 Uncertificated securities 94 120 Responsibilities of issuer of uncertificated securities 95 121 Depository rules 95 122 Registration of securities 97 123 Ownership of securities 98 124 Transfer of securities 98 125 Pledge or cession of securities to secure debt 99 126 Delivery of securities 99

8 127 Records 99 128 Warranty 99 129 Recognition of trust 100 130 Attachment 100 PART VI SELF-REGULATORY ORGANISATIONS 131 Carrying on additional business 100 132 Demutualisation of self-regulatory organisation 100 133 Amalgamation 101 134 Transfer of assets and liabilities 102 135 Duty of shareholders of controlling entity 102 136 Appointment as officer or member of the board 102 137 Limitation on control of self-regulatory organisations 103 138 Delegation of functions 104 139 Report to NAMFISA 104 140 Right of NAMFISA to attend meetings and obtain documents 104 141 Exchange rules and depository rules 104 5 142 Limitation of liability 106 143 Disclosure of information 107 PART VII SECURITIES CLEARING HOUSE 144 Limitation of liability 107 145 Amalgamation 107 146 Transfer of assets and liabilities 107 PART VIII CODE OF CONDUCT FOR REGULATED PERSONS 147 Codes of conduct 107 148 Principles of code of conduct 107 PART IX market ABUSE 149 Definitions 108 150 Insider trading offences 110 151 Publication 111 152 Prohibited trading practices

9 111 153 False, misleading or deceptive statements, promises and forecasts 112 154 Civil liability resulting from insider trading 113 155 Powers of NAMFISA in civil proceedings 116 156 Assessment of fines and penalties 116 157 Powers and duties of NAMFISA 116 158 Protection of existing rights 117 159 Confidentiality and sharing of information 118 PART X GENERAL PROVISIONS 160 Offences and penalties 118 161 Exemption from Act 34 of 1934 118 CHAPTER 4 COLLECTIVE INVESTMENT SCHEMES PART I PRELIMINARY 162 Definitions 119 163 Principles for administration of collective

10 Investment scheme 121 164 Duties of manager 121 165 Appointment of investment manager 122 166 Disclosure of information 122 167 Limitations 122 6 PART II REGISTRATION 168 Application for registration as manager 123 169 Registration requirements 123 170 Registration 123 171 Application for cancellation or variation of registration 123 172 Cancellation or variation of registration 124 173 Registration as authorized representative of manager 124 174 Remedial action 125 175 Registration as designated representative of authorized representative 126 176 Remedial action 127 177 Appr