The Central Bank Law of the Islamic Republic of Iran (English translation, FIU), 1402 [2023], with the articles retained from the Monetary and Banking Law

Article 1: Abbreviations and Terminology

Article 2: Objectives of the Law ?? ?? ?? Chapter Two: Responsibility, Objectives, Duties and Authorities of the Central Bank ??

Article 3: Responsibility and Objectives of the Central Bank ??

Article 4: Duties and Authorities of the Central Bank ?? Chapter Three: Structure

Article 5: The Pillars of the Central Bank ?? ?? First Section - General Assembly

Article 6: General Assembly of the Bank ?? ?? Second Section - Supreme Board

Article 7: Members of the Supreme Board ?? ?? 1 . Note: The table of contents included in this document is not part of the official text of the Law and has been prepared solely for user convenience 4 <!-- page 5 --> Table of contents

Article 8: Duties of the Supreme Board ??

Article 9: Meetings of the Supreme Board ??

Article 10: "Special Session on Monetary and Foreign Exchange Policy" ??

Article 11: Publication of Supreme Board Resolutions ??

Article 12: Specialized Councils of the Supreme Board ??

Article 13: Members of the Monetary and Foreign Exchange Policy Council ??

Article 14: Banking Regulation and Supervision Council ?? Third Section - Executive Board ??

Article 15: Executive Board, Members of the Executive Board ??

Article 16: Governor of the Central Bank ?? Fourth Section - Supervisory Board ??

Article 17: Supervisory Board, Members of Supervisory Board?? Fifth Section - Sharia Council ??

Article 18: Sharia Council, Members of Sharia Council ?? Chapter Four: Expanding Information Supremacy and Development of Supervisory Duties and Authorities ??

Article 19: Supervising Internal Systems of "Supervised Entities" ?? 5 <!-- page 6 --> The Central Bank Law of the Islamic Republic of Iran

Article 20: Operational Systems of Credit Institutions ?? Chapter Five: Enhancing the Supervisory Capacity of the Central Bank ??

Article 21: The Supervisory Actions of Central Bank Section One: Addressing Violations by "Supervised Entities" and Imposing Legal Penalties

Article 22: Addressing Violations by "Supervised Entities" and Imposing Legal Penalties

Article 23: Instances of Violations by "Supervised Entities", Significant Shareholders & Managers

Article 24: Deputy for Regulation and Supervision (Prosecutor of the Central Bank Disciplinary Committee) ??

Article 25: Violations and Fines of "Supervised Entities" ?? Supervisory Actions

Article 26: Supervisory Actions of the Deputy for Regulation & Supervision ??

Article 27: Exploratory Actions of the Deputy for Regulation and Supervision ?? Preventive Actions

Article 28: Implementation of Preventive Actions against Credit Institutions ?? Corrective Actions

Article 29: Corrective Actions of credit 6 ?? <!-- page 7 --> Table of contents Institutions ?? Appointment of a Conservator for a credit Institution ??

Article 30: Appointment of a Conservator for a Credit Institution ??

Article 31: Duties and Powers of the Conservator ??

Article 32: After the Appointment of the Conservator ?? Resolution of Credit Institution ??

Article 33: Proposal for Resolution of Credit Institution ??

Article 34: Objections of Credit Institution against Appointment of Conservator or Its Resolution Section Two: Resolving Disputes between “Supervised Entities” and Legal Claims by Customers and Other Stakeholders against “Supervised Entities” and vice versa

Article 35: Special Branches for Resolving Banking Disputes ?? Section Three - Prosecution of Monetary and Banking Crimes ??

Article 36: Special Prosecutor Office for Monetary 7 <!-- page 8 --> The Central Bank Law of the Islamic Republic of Iran and Banking Crimes ??

Article 37: Authorization from the Central Bank to Carry out any Banking Operations ??

Article 38: Prohibition of Activity without Authorization from the Central Bank ??

Article 39: Publication of Advertisements or Announcements or Promotional Activities ??

Article 40: Dissemination of False Information Regarding "Supervised Entities" ??

Article 41: Approval of General and Professional Qualifications of Members of the Board of Directors or Executive Board of “Supervised Entities" by the Central Bank ??

Article 42: Measures of the Central Bank against Suspected Cases of Money Laundering ?? Chapter Six: Implementation of Monetary and Foreign Exchange Policies ??

Article 43: Monetary Policy Instruments of the Central Bank ??

Article 44: Exchange Rate System of the Country ?? Chapter Seven: The Financial Relationship between the Central Bank and Credit Institutions ?? 8 <!-- page 9 --> Table of contents

Article 45: Credit Institution’s Additional Overdraft ??

Article 46: Short-Term Loans to Credit Institutions ??

Article 47: Granting Long-Term Loans and Credit Lines ?? Chapter Eight: Relations between the Central Bank and the Government and the Islamic Consultative Assembly ??

Article 48: Concluding Payment Agreements and Issuing Securities Denominated in Rial or Foreign Currencies at the Request of the Minister of Economic Affairs and Finance ??

Article 49: Opening and Maintaining Bank Accounts of the Government and its Executive Entities Specified in Article 29 of the Law on the Sixth Five -year Economic, Social, and Cultural Development Plan ??

Article 50: Payment of Advanced Funds to the Government ??

Article 51: Duties and Powers of the Governor of the Central Bank in the International Monetary Fund and other International Monetary Institutions ??

Article 52: Coordination and Consultation of the Government with the Central Bank ??

Article 53: Reporting on the Performance and 9 <!-- page 10 --> The Central Bank Law of the Islamic Republic of Iran Plans of the Central Bank ?? Chapter Nine: Media and Information Policies ??

Article 54: Central Bank’s Media & Information Policies ?? Chapter Ten: Legal Personality and Capital ??

Article 55: Legal and Financial Personality of the Central Bank ??

Article 56: Central Bank Capital ??

Article 57: Central Bank International Reserves ?? Chapter Eleven: Currency and Payment System ??

Article 58: National Official Currency and Currency Issuance Privileges ??

Article 59: Regulations in the Field of Payment Systems, Modern Financial Technologies ?? Chapter Twelve: Conflict of Interests Management in the Central Bank and the National Banking System ??

Article 60: Provisions Pertaining to Members and the Pillars of the Central Bank ?? Chapter Thirteen: Other Provisions ??

Article 61: Status of Employees in Claims Arising from the Actions of the Central Bank ??

Article 62: Obliging All Ministries, and Governmental Institutions & 10 <!-- page 11 --> Table of contents Companies to Cooperate with the Central Bank ??

Article 63: Prohibited Actions for the Central Bank ??

Article 64: Scope of Application of the Provisions of the Central Bank Law ??

Article 65: Monetary Fines in the Central Bank Law ??

Article 66: Amendment or Modification of the Central Bank Law ??

Article 67: Entry into Force and Repeal of Previous Laws ?? Remaining parts of Monetary and Banking Law (1972) ?? Section Two - The Money and Credit Council ??

Article 18: Duties of the Money and Credit Council ?? Part 2: Central Bank of Islamic Republic of Iran (CBI) Chapter Four: General Provisions ??

Article 27: Commercial documents and Records and books of the Central Bank ??

Article 28: Exemptions of Central Bank Assets??

Article 29: Fulfilling Foreign Exchange Commitments ?? Part Three - Banking ?? Chapter One: Conditions Governing the 11 <!-- page 12 --> The Central Bank Law of the Islamic Republic of Iran Establishment of Banks

Article 30: Establishment of a Bank and Banking Operations

Article 31: Establishment of an Iranian and Foreign Bank

Article 32: Capital of the Banks ?? ?? ?? ?? Chapter Two: Terms and Conditions Governing Banking Operations ??

Article 33: Amount and Procedure of Statutory Reserves of Banks ??

Article 34: Prohibited Operations for Banks ??

Article 35: Conditions for Assuming Administrative Positions in the Banks ??

Article 36: Method of Preparing and Setting Up the Balance Sheet. ??

Article 37: Obligations of Banks in Complying with the Provisions of This Law ??

Article 38: Banking Association (Repealed) ?? Chapter Three: Bank Dissolution & Bankruptcy ??

Article 41: Bank Liquidation or Bankruptcy ?? Chapter Four: Criminal and Disciplinary Regulations

Article 45: Limits and Requirements of the Monetary and Banking Law 12 ?? ?? <!-- page 13 --> 13 <!-- page 14 --> Chapter One: General Provisions

Article 1: The abbreviations and terms used in this law bear the following meanings: a) Central Bank: The Central Bank of the Islamic Republic of Iran b) Supreme Board: The Supreme Board of the Central Bank c) Governor: The Governor of the Central Bank d) Vice-governor of Monetary Policy: The Vice-governor of Monetary Policy of the Central Bank e) Vice-governor of Regulation and Supervision: The Vice-governor of 14 <!-- page 15 --> Chapter One: General Provisions Regulation and Supervision of the Central Bank f) Sharia Council: The Sharia Council of the Central Bank g) Banking Operations: Receiving deposits from natural or legal persons and granting facilities or creating credit h) Credit Institution: Legal entities that, with the authorization of the Central Bank or pursuant to the law, engage in banking operations under the title of "Bank" or "Non-bank Credit Institution" i) Banking Services: A set of actions other than banking operations, such as issuing guarantees and opening letters of credit, which a credit institution may provide to customers within the framework of related laws and for which it charges a fee j) Islamic Banking: A specific model of banking in which banking operations and services are regulated within the framework of the objectives of the Islamic System and in compliance with 15 <!-- page 16 --> The Central Bank Law of the Islamic Republic of Iran Sharia and Islamic regulations k) Banking System: The collection of credit institutions that, pursuant to the law or with the authorization of the Central Bank, engage in banking operations l) Supervised Entities: All credit institutions, Qard al-Hasana funds [interest free loan funds], credit cooperatives, and other deposit-taking institutions, leasing companies, exchange offices, asset management companies of credit institutions, credit rating companies providing services to credit institutions, and other entities engaged in banking operations or providing banking services and payment tools, are referred to as "Supervised Entities" in this law. The Central Bank shall determine the instances. m) Related Persons: Natural or legal persons who have significant ownership relationship, business partnership, agency (whether contractual, legal, or judicial agency), or management 16 <!-- page 17 --> Chapter One: General Provisions relationship with "Supervised Entities," or have close familial relationships by blood or by marriage (first-degree or first-class second-degree) with significant shareholders or managers of "Supervised Entities." The Central Bank shall determine the instances. n) Resolution: A set of actions under the guidance of the Central Bank aimed at protecting public interests and maintaining financial stability concerning credit institutions facing imbalance or at risk of bankruptcy, taken within the framework of the law. o) Recovery: A set of actions that "Supervised Entities" shall undertake at the request of the Central Bank within the framework of this law to restore financial soundness or recover their prudential indicators. p) Significant Shareholder: A shareholder who, as determined by the Central Bank, may individually elect one or more members of the board of directors of the 17 <!-- page 18 --> The Central Bank Law of the Islamic Republic of Iran "Supervised Entity." q) Payment System: The set of tools, institutions, processes, and technologies used within the framework of related laws for transaction payments and debt repayments. r) Cryptocurrency: A type of encrypted digital currency which is created in a shared database environment, either centralized (with the Central Bank as the focal point) or decentralized, and is exchanged in a decentralized manner.

Article 2: The objectives of this Law are as follows: a) To assist in achieving the economic goals and provisions outlined in the Constitution of the Islamic Republic of Iran, especially Clause (5) of Principle 43 and the general policies of the System, particularly Clauses (1) and (9) of the General Resilient Economy Policies. b) To increase the independence of the 18 <!-- page 19 --> Chapter One: General Provisions Central Bank in utilizing the legal tools necessary to achieve the objectives outlined in Article (3) of this Law. c) To enhance the supervisory capacity of the Central Bank over "Supervised Entities." d) To improve the soundness, effectiveness, and accountability of the Banking System. e) To manage credits and regulate the country's liquidity flow in order to direct facilities and credits towards developing national infrastructure, sustainable and fair financing of economic units and households, and to prevent the illegal distribution and accumulation of wealth. 19 <!-- page 20 --> Chapter Two: Responsibilities, Objectives, Duties, and Authorities

Article 3 a) The Central Bank shall be responsible for establishment of Islamic Banking and pursuing the implementation of laws related to the monetary and banking sector. b) The Central Bank shall achieve the following objectives in compliance with the general policies of the Islamic Republic System outlined in Principle 110 of the Constitution of the Islamic Republic of Iran: 1. Control of inflation 2. Stability and soundness of the Banking System and other "Supervised Entities" 20 <!-- page 21 --> Chapter Two: Responsibilities, Objectives, Duties, and Authorities 3. Support for economic growth and employment 4. Contribution to preserving and enhancing the value of the national currency 5. Contribution to achieving social justice

Article 4: Duties and Authorities of the Central Bank subject to relevant laws are as follows: a) Duties: 1. Preventing violations by "Supervised Entities" and penalizing noncompliant "Supervised Entities." 2. Regulating the national payment system. 3. Establishing the necessary technical infrastructure to achieve the objectives of the Central Bank, including the formation of comprehensive data collection and analysis bases. 4. Developing the necessary guarantee and collateral institutions for banking 21 <!-- page 22 --> The Central Bank Law of the Islamic Republic of Iran operations and services. 5. Creating the necessary banking infrastructure to facilitate the country's foreign transactions. 6. Establishing the necessary infrastructure and taking necessary actions to conclude bilateral or multilateral monetary agreements with other countries. 7. Creating and strengthening the necessary grounds, tools, and institutions for inclusive microfinance through banks. 8. Creating the necessary grounds for expanding public cooperation and the tradition of Qard al-Hasana (interestfree loans) by developing Qard alHasana institutions and promoting endowment and entailment. 9. Preventing the superficial formation of Islamic contracts and removing existing obstacles in their implementation. 10. Completing and updating the 22 <!-- page 23 --> Chapter Two: Responsibilities, Objectives, Duties, and Authorities operational model of Islamic banking using Islamic scholarly centers and universities and drafting the necessary legislative proposals in this area. 11. Planning and preparing the necessary measures for fair access to banking facilities and services for all households, enterprises, and regions across the country. 12. Developing methods for banking finance of the supply chain. 13. Regulating the field of cryptocurrencies and supervising the exchange of cryptocurrencies within the framework of related laws. 14. Expanding and regulating modern financial technology (fintech) active in the field of money transfer and payment tools. 15. Continuously monitoring the country's economic status and publishing quarterly reports on the achievement of the Central Bank objectives. 23 <!-- page 24 --> The Central Bank Law of the Islamic Republic of Iran 16. Continuously monitoring the performance of "Supervised Entities" and preparing quarterly reports on their alignment with the Central Bank objectives. 17. Providing advice to the government and the Islamic Consultative Assembly (Parliament) regarding plans and bills related to the objectives, duties, and authorities of the Central Bank. 18. Acting as the exclusive banker to the government and credit institutions. 19. Performing supervisory roles specified in laws related to the export and import of gold and transactions of gold bullion and coin. 20. Preserving and managing the international reserves of the country, such as foreign currency and gold. 21. Strengthening the governance of the national currency through effective supervision. 22. Performing supervisory roles specified in laws related to the entry and exit of 24 <!-- page 25 --> Chapter Two: Responsibilities, Objectives, Duties, and Authorities foreign currency and the national currency. 23. Safeguarding national jewels. b) Authorities: 1. Employing tools of monetary and foreign exchange policies. 2. Buying and selling gold and foreign currency with the aim of market management and preserving the value of international reserves of the country. 3. Designing and issuing various types of financial instruments and buying and selling them, along with other securities, to manage (control) the volume of liquidity and credits. 4. Issuing various types of banknotes, coins, and Central Bank Digital Currency (CBDC). 5. Charging fees for providing services within the framework of guidelines approved by the Supreme Board. 6. Participating and holding membership 25 <!-- page 26 --> The Central Bank Law of the Islamic Republic of Iran in monetary institutions and international organizations in compliance with Principles 77, 125, and 139 of the Constitution of the Islamic Republic of Iran. 7. Conducting banking operations and exchanging banking services with foreign credit institutions and international monetary entities. 8. Collaborating with the central banks of other countries. 9. Establishing branches or representative offices inside or outside the country. 10. Creating and developing structured markets for authorized currencies and cryptocurrencies. 11. Establishing and managing educational and research institutions related to the duties of the Central Bank within the framework of relevant laws and regulations. Note 1: Supreme Board is responsible for 26 <!-- page 27 --> Chapter Two: Responsibilities, Objectives, Duties, and Authorities making decisions on the permission or prohibition of holding and exchanging various types of cryptocurrencies, based on related laws. Note 2: The Central Bank shares in its subsidiaries or affiliated companies of the Central Bank, which fall under Group Two of Article (2) of the Law on the Implementation of General Policies of Principle 44 of the Constitution, approved on 11/8/1386 [April 28, 2008] with subsequent amendments and additions, are considered preference shares. The appointment of members of the board of directors and the Chief Executive Officer [CEO], as well as all managerial authorities of these companies, are vested in the Central Bank. The Central Bank shall compensate for any losses and damages incurred by shareholders who held shares in these companies 27 <!-- page 28 --> The Central Bank Law of the Islamic Republic of Iran before the enforcement of this provision. Upon their request, the Central Bank shall purchase their shares, compensating for any reduction in value caused by the implementation of this note. Compliance with Articles (2) and (3) of the Law on the Implementation of General Policies of Principle 44 of the Constitution is mandatory regarding the Central Bank subsidiaries or affiliated companies. 28 <!-- page 29 --> 29 <!-- page 30 --> Chapter Three: Structure

Article 5: The pillars of the Central Bank are as follows: 1. General Assembly 2. Supreme Board 3. Executive Board 4. Supervisory Board 5. Sharia Council First Section: General Assembly

Article 6: a) The members of the General Assembly of the Central Bank are as follows: 1. The President (Chairman of the Assembly) 30 <!-- page 31 --> Chapter Three: Structure 2. The Minister of Economic Affairs and Finance 3. The Head of the Plan and Budget Organization 4. Two ministers selected by the Council of Ministers Note: Two members of the Islamic Consultative Assembly (Parliament) selected by the Parliament as observers (without voting rights; one from the Economic Commission and one from the Planning, Budget, and Audit Commission) and the Governor of the Central Bank as the secretary (without voting rights) will participate in the meetings of the Assembly. b) The duties of the General Assembly of the Central Bank are as follows: 1. Electing the members of the Supervisory Board based on the proposal of the Minister of Economic Affairs and Finance. 31 <!-- page 32 --> The Central Bank Law of the Islamic Republic of Iran 2. Reviewing and approving the financial statements of the Central Bank. 3. Making decisions regarding the reports of the Supervisory Board. 4. Approving the budget and the budget performance report of the Central Bank in compliance with Principles 52 and 55 of the Constitution of the Islamic Republic of Iran. 5. Performing other duties assigned to the General Assembly of the Central Bank by this law. Second Section: Supreme Board Composition

Article 7: a) The members of the Supreme Board are as follows: 1. The Governor (Chairman of the Supreme Board) 2. The Minister of Economic Affairs and Finance 3. The Head of the Plan and Budget 32 <!-- page 33 --> Chapter Three: Structure Organization 4. Two economists specializing in monetary and foreign exchange policies 5. Two specialists in banking (one in banking law and one in financial affairs) 6. The Vice-governor of Monetary Policy 7. The Vice-governor of Regulation and Supervision 8. The Attorney General Two members of the Islamic Consultative Assembly as specified in the note of Clause (a) of Article (6) of this law shall participate in the meetings of the Supreme Board as observers (without voting rights). These individuals are subject to conflict-of-interest management rules. Note: Members specified in parts (1), (4), (5), 33 <!-- page 34 --> The Central Bank Law of the Islamic Republic of Iran (6), and (7) of this Clause shall have sufficient knowledge of the principles of Islamic banking and its implementation methods. b) The Governor is appointed and dismissed by the President according to the procedures outlined in the resolution dated 24/8/1393 [November 15, 2014] of the Expediency Discernment Council on the administration of the Central Bank of the Islamic Republic of Iran. Additionally, the Governor shall possess the scientific and practical qualifications and other conditions stipulated in the aforementioned resolution. c) Members specified in parts (4) and (5) of Clause (a) of this Article shall be appointed based on the proposal of the Governor and the approval and decree of the President. Their dismissal before the expiration of their term is also possible upon the proposal of the Governor and the approval of the President. 34 <!-- page 35 --> Chapter Three: Structure d) The term of office for members specified in parts (4) and (5) of Clause (a) of this Article is five years, and their reappointment is unimpeded. To stabilize the country’s monetary policies, in the first implementation period of this law, one of the two members shall be appointed for two and a half years, and the other for five years. In subsequent periods, all members shall have five-year terms. In case of death, resignation, or dismissal of any member specified in parts (4) and (5), their replacement shall be determined within one month. The term of the replacement member shall be for the remainder of the term of the deceased, resigned, or dismissed member. e) Members specified in part (4) of Clause (a) of this article shall hold a Ph.D. in Economics and have sufficient knowledge in macroeconomics and monetary and foreign exchange policies, along with at least ten years of relevant experience. 35 <!-- page 36 --> The Central Bank Law of the Islamic Republic of Iran f) Members specified in part (5) of Clause (a) of this article shall meet the following specific conditions: 1. The specialist in banking law shall hold a Ph.D. in Law with a related specialization and have at least ten years of relevant experience. 2. The specialist in financial affairs shall hold a Ph.D. in one of the fields of Economics, Finance, Banking, or Accounting and have at least ten years of relevant experience. g) Members specified in parts (4) and (5) of Clause (a) of this article shall serve the Central Bank full-time and are not allowed to hold any managerial, advisory, or consultancy positions, whether executive or non-executive, in the public or private sectors. This prohibition does not include exceptions specified under Principle 141 of the Constitution. Their salaries and fringe benefits will be paid by the Central Bank according to the remuneration specified for officials 36 <!-- page 37 --> Chapter Three: Structure under Clause (c) of Article 71 of the Civil Service Management Law approved on 8/7/1386[September 30, 2007]. Note: If a member of the Supreme Board is a permanent or contractual employee of any executive body subject to Article (5) of the Civil Service Management Law, the respective body shall immediately transfer them to the Central Bank upon issuance of their membership decree in the Supreme Board. Any legal salary increases, including promotions, annual salary increases, grade increases, rank, and other benefits, shall be applied during the period of their transfer by the respective executive body. h) Members specified in parts (4), (5), (6), and (7) of Clause (a) of this article shall meet the following general conditions: 1. Integrity, trustworthiness, belief, and practical commitment to Islam, the Guardianship of the Islamic Jurist 37 <!-- page 38 --> The Central Bank Law of the Islamic Republic of Iran (Velayat-e Faqih), the Islamic Republic System, and the Constitution. 2. Iranian citizenship without dual nationality or permanent residency permits in a foreign country for themselves, their spouse, and their dependent children. 3. Good reputation and ability to perform duties. 4. No record of significant criminal convictions or definitive convictions for economic crimes. 5. No record of final administrative convictions to the penalties mentioned in clauses (d), (v), and (y) of Article (9) of the Law on Administrative Offenses approved on 7/9/1372[November 28, 1993]. Duties of the Supreme Board

Article 8: 38 <!-- page 39 --> Chapter Three: Structure The duties of the Supreme Board, subject to the relevant laws, are as follows: a) Determining the Central Bank monetary, foreign exchange, and credit policies, and approving the tools necessary for implementing monetary policy within the framework of relevant upstream documents. b) Approving the executive programs proposed by the Governor to achieve the objectives of the Central Bank. c) Supervising the performance of the Central Bank Executive Board. d) Making decisions regarding the appointment of a conservator for recovery and resolution of noncompliant or at-risk credit institutions. e) Authorizing the establishment and closure of branches, representative offices, institutions, and subsidiaries of the Central Bank within the framework of relevant laws and regulations. 39 <!-- page 40 --> The Central Bank Law of the Islamic Republic of Iran f) Taking necessary measures to manage liquidity and direct banking facilities and credits so as to achieve the objective mentioned in part (3) of Clause (b) of

Article (3) of this law. g) Providing opinions on the Central Bank annual budget. h) Making decisions regarding the issuance of various types of banknotes and coins and other forms of national currency or their withdrawal from circulation. i) Making decisions on setting the ceiling for interest rates on investment deposits and facilities based on fixed-rate contracts. j) Making decisions on the service fees for Qard al-Hasana (interest-free) facilities as equivalent to the cost of providing such facilities. k) Making decisions on the fees for various banking services as proportionate to the cost of providing such services. 40 <!-- page 41 --> Chapter Three: Structure l) Making decisions regarding the provision of credit for the Deposit Guarantee Fund. m) Approving accounting, auditing, and financial reporting standards for the Central Bank and "Supervised Entities" to propose to the relevant standardsetting authority. n) Reviewing and approving the Governor's reports before submission to the Islamic Consultative Assembly (Parliament) and the General Assembly of the Central Bank. o) Reviewing and approving the Central Bank periodic reports before publication. p) Determining the permissible limits for holding and transferring banknotes, coins, and similar payment instruments, including guaranteed checks, by natural and legal persons, and cash deposits or withdrawals through credit institutions. q) Supervising the proper implementation 41 <!-- page 42 --> The Central Bank Law of the Islamic Republic of Iran of monetary, foreign exchange, and credit policies to ensure their alignment with the responsibilities, objectives, and duties of the Central Bank.

Article 9 a) Meetings of the Supreme Board shall have quorum with the presence of twothirds of its members, and decisions are made with the absolute majority of votes from the members present. b) The secretariat of the Supreme Board is located within the office of the Deputy Governor. The Deputy Governor shall serve as the Secretary of the Supreme Board (without voting rights) and participate in the meetings. c) Putting items on the agenda of the Supreme Board is subject to the approval of the Governor. Items related to Clauses (c) and (q) of Article (8) of this law are exempt from this rule. Any member of the Supreme Board may submit topics related to these clauses for 42 <!-- page 43 --> Chapter Three: Structure discussion in the meeting to the Secretariat of the Supreme Board. d) The Supreme Board shall meet at least twice a month. Extraordinary meetings of the Supreme Board shall be convened at the request of the Governor or at least two other members of the Supreme Board. e) Members of the Executive Board and other relevant persons, as determined by the Governor, may participate in the meetings of the Supreme Board without voting rights. Special Session on Monetary and Foreign Exchange Policy

Article 10 a) The Governor shall dedicate the first meeting of the Supreme Board in each quarter to a "Special Session on Monetary and Foreign Exchange Policy," focusing on evaluating the effectiveness of the monetary, foreign exchange, and 43 <!-- page 44 --> The Central Bank Law of the Islamic Republic of Iran credit policies implemented by the Central Bank. All decisions related to monetary, foreign exchange, and credit policy that, in the Governor's opinion, will have a significant impact on the country's business environment, shall be made exclusively during these sessions. The Governor, the Minister of Economic Affairs and Finance, and the Head of the Plan and Budget Organization shall attend these sessions. The Presidents of the Chambers of Commerce, Industries, Mines and Agriculture of Iran, the Cooperative Chamber of Iran, and the Iran Chamber of Guilds shall be invited to attend these special sessions to provide their views. The participation of the mentioned Presidents in the special sessions of the Supreme Board is subject to compliance with Clauses (a), (b), (d), (e), and (i) of Article (60) of this law. Additionally, the Governor may invite other individuals from the public, cooperative, or private sectors, or independent experts, to attend the special sessions on a case-by-case basis to hear their advisory opinions, observing the 44 <!-- page 45 --> Chapter Three: Structure confidentiality rules outlined in Article (11) of this Law. Extraordinary Special Sessions on Monetary and Foreign Exchange Policy may be convened outside the scheduled times at the request of the Governor, the Minister of Economic Affairs and Finance, or at least two members of the Supreme Board to discuss and, if necessary, make decisions on the requested topic. b) The Governor shall provide the Central Bank and the Banking System performance report for the relevant period to the main and observer members of the Supreme Board at least three days before holding the special policy meeting (excluding extraordinary sessions). The Governor's report shall include the following chapters: 1. Changes in the volume and growth of liquidity, the monetary base and its components, and trends of interest rates during the reporting period. 2. The Central Bank performance, the 45 <!-- page 46 --> The Central Bank Law of the Islamic Republic of Iran role of the government, and the Banking System concerning the stability or changes in the general price level. 3. The performance of the Central Bank and the Banking System as a whole, and each credit institution individually, regarding the stability and soundness of the Banking System. 4. The performance of the Central Bank and the Banking System as a whole, and each credit institution individually, regarding their contribution to economic growth and employment, expansion of infrastructure, development of technology, and promoting exports. 5. The foreign claims, debts, and obligations of the country, the status of the foreign exchange market, and the Central Bank performance in preserving and enhancing the value of the national currency and improving the balance of payments. 46 <!-- page 47 --> Chapter Three: Structure 6. Evaluation of the outcomes and consequences of policies and actions approved in previous sessions, forecasts of the future situation, and the Governor's proposals for the upcoming period. The Supreme Board may either approve the Governor's report as it is, or make necessary amendments after discussion and review. Differing opinions from the Supreme Board members, chamber presidents, and other invitees, which have not been approved by the majority of the Supreme Board members present, shall be attached separately to the report upon their request. The resolutions of the special policy sessions, along with the documentation and attachments, shall be sent by the Governor within three working days to the Supreme Leader, the President, the Speaker of the Islamic Consultative Assembly, the Head of the Judiciary, the Minister of Economic Affairs and Finance, and the chairpersons of the Economic and Budget and Planning Commission of the Islamic Consultative Assembly. Public 47 <!-- page 48 --> The Central Bank Law of the Islamic Republic of Iran information about the discussions and decisions of the special policy sessions shall be provided solely by the Governor. Disclosure and Confidentiality Rules

Article 11 a) The default status of the discussions and resolutions of the Supreme Board and other organs of the Central Bank is nonconfidential and subject to public disclosure. The Central Bank shall publish the detailed minutes and resolutions of the Supreme Board on its information dissemination platform no later than ten working days after the meeting. b) The following items are exempt from public disclosure: 1. Topics affecting national security and sovereign secrets. 2. Information of which the disclosure would constitute a violation of privacy 48 <!-- page 49 --> Chapter Three: Structure or commercial secrets of natural or legal persons. 3. Discussions and decisions that could be exploited if disclosed before being finalized. c) The confidentiality guidelines of the Central Bank, including the method of publishing discussions and resolutions and the conditions and timing for lifting the confidentiality status of confidential resolutions, shall be proposed by the Supreme Board and approved by the General Assembly of the Central Bank. These guidelines shall be made available on the Central Bank information dissemination platform. The Governor is responsible for determining confidential and undisclosable items within the framework of these guidelines. d) Members of the organs, employees, agents of the Central Bank, and other informed individuals shall not disclose confidential information of the government, the Central Bank, and 49 <!-- page 50 --> The Central Bank Law of the Islamic Republic of Iran "Supervised Entities" unless required by law or by court order. Specialized Councils of the Supreme Board

Article 12 The specialized councils of the Supreme Board are as follows: 1. The Monetary and Foreign Exchange Policy Council 2. The Banking Regulation and Supervision Council

Article 13 c) The members of the Monetary and Foreign Exchange Policy Council are as follows: 1. The Deputy Governor (Chairman) 2. The Vice-governor of Monetary Policy (Secretary) 3. The Vice-governor Governor for Foreign Exchange 4. The members specified in part (4) of Clause (a) of Article (7) of this law 50 <!-- page 51 --> Chapter Three: Structure 5. Members of the Executive Board whose membership in this council is deemed necessary by the Governor 6. Three experts proficient in macroeconomics and monetary policy, with a Ph.D. in economics and at least ten years of relevant and credible work experience, preferably selected from among the managers and experts of the Central Bank by the Governor 7. Two experts in foreign exchange affairs nominated by the Governor Note 1: The members specified in parts (6) and (7) of this Clause are selected for a period of two years and their reappointment is permitted. These individuals, if not employed by the Central Bank before their appointment, participate in the council meetings in a non-executive capacity. 51 <!-- page 52 --> The Central Bank Law of the Islamic Republic of Iran Note 2: The members specified in parts (6) and (7) shall meet the conditions outlined in part (1) of Clause (h) of

Article (7) of this law. d) The duties of the Monetary and Foreign Exchange Policy Council are as follows: 1. Preparing the agenda and drafting resolutions of the Supreme Board on matters related to the Central Bank monetary and foreign exchange policies. 2. Evaluating the effectiveness of the Central Bank monetary and foreign exchange policies and providing reports to the Supreme Board. 3. Continuously monitoring the performance of credit institutions in terms of their alignment with the declared Central Bank objectives and policies and making necessary incentive or punitive recommendations to the Supreme 52 <!-- page 53 --> Chapter Three: Structure Board. 4. Carrying out other tasks assigned by the Supreme Board or the Governor.

Article 14 a) The members of the Banking Regulation and Supervision Council are as follows: 1. The Deputy Governor (Chairman) 2. The Vice-governor of Regulation and Supervision (Secretary) 3. The Vice-Governor for Legal Affairs 4. The members specified in part (5) of Clause (a) of Article (7) of this law 5. Members of the Executive Board whose membership in this council is deemed necessary by the Governor 6. Three experts proficient in banking law and topics related to banking regulation and supervision, with a relevant Ph.D. and at least ten years of credible and relevant work experience, preferably selected from among the managers and experts of the Central 53 <!-- page 54 --> The Central Bank Law of the Islamic Republic of Iran Bank by the Governor Note 1: The members specified in part (6) of this Clause are selected for a period of two years and their reappointment is permitted. These individuals, if not employed by the Central Bank before their appointment, participate in the council meetings in a non-executive capacity. Note 2: The members specified in parts (5) and (6) shall meet the conditions outlined in part (1) of Clause (h) of

Article (7) of this law. b) The duties of the Banking Regulation and Supervision Council are as follows: 1. Preparing the agenda and drafting resolutions of the Supreme Board on matters related to banking regulation and supervision. 2. Evaluating the effectiveness of the Central Bank decisions in the field of banking regulation and supervision and providing reports to the Supreme 54 <!-- page 55 --> Chapter Three: Structure Board. 3. Continuously monitoring the performance of "Supervised Entities" to ensure compliance with the Central Bank directives regarding the soundness and stability of the Banking System, and making necessary incentive or punitive recommendations to the Supreme Board. 4. Carrying out other tasks as assigned by the Supreme Board or the Governor. Third Section: Executive Board

Article 15 a) The Governor, Deputy Governor, and the vice-governors shall constitute the members of the Executive Board of the Central Bank. b) The Deputy Governor shall be appointed and dismissed by the President based on the proposal of the 55 <!-- page 56 --> The Central Bank Law of the Islamic Republic of Iran Governor and with the approval and decree of the President. Note: The Deputy Governor shall meet the conditions specified in Clause (b) and part (1) of Clause (h) of Article (7) of this Law. c) The execution of all duties and the exercise of the authorities of the Central Bank under this law, within the framework of the resolutions of the Supreme Board, are the responsibility of the Executive Board. The Executive Board shall also carry out other tasks assigned by the Supreme Board or the Governor. The resolutions of the Executive Board shall be valid, having been approved by the Governor.

Article 16 The Governor is the highest executive authority of the Central Bank and is 56 <!-- page 57 --> Chapter Three: Structure responsible for managing the Central Bank and implementing this law and its related regulations. The Governor is in charge of all executive affairs of the Central Bank and is accountable to the President for the Central Bank actions within the framework of the Supreme Board resolutions. Additionally, the Governor, in compliance with related laws, is responsible for the following duties: 1. Appointing and dismissing the Central Bank vice-governors and directors. 2. Acting as the spokesperson for the Central Bank and the Supreme Board. 3. Representing the Central Bank in all domestic and foreign official forums. 4. Signing contracts and agreements on behalf of the Central Bank. 5. Initiating legal actions in domestic and foreign official forums. 6. Designing the internal structure of the Central Bank within the framework of this law and presenting it to the Supreme Board for approval. 57 <!-- page 58 --> The Central Bank Law of the Islamic Republic of Iran 7. Proposing the annual budget of the Central Bank to the Supreme Board. 8. Performing other tasks assigned by the Supreme Board. Note 1: The Governor may delegate his/her signing authority or part of his/her executive duties to the Deputy Governor, vice-governors, directors, and employees of the Central Bank. Delegating duties and signing authority does not absolve the Governor of responsibility. Note 2: The Deputy Governor's authorities, except for those explicitly stated in this law, shall be determined by the Governor. In case of the Governor's absence, resignation, or death, the Deputy Governor assumes all the authorities and duties of the Governor until a replacement is appointed. Fourth Section: Supervisory Board 58 <!-- page 59 --> Chapter Three: Structure

Article 17 a) The Supervisory Board shall consist of three auditors chosen from among expert auditors knowledgeable in banking affairs with at least ten years of relevant experience and two economists specialized in banking. They are selected based upon the proposal of the Minister of Economic Affairs and Finance and approval of the General Assembly of the Central Bank for a period of two years. The chair of the Board is chosen by the Minister of Economic Affairs and Finance from among the economist members. Members of the Supervisory Board shall meet the conditions specified in part (1) of Clause (h) of Article (7) of this law. b) The duties of the Supervisory Board are as follows: 1. Auditing the financial statements of the Central Bank and preparing related reports. 59 <!-- page 60 --> The Central Bank Law of the Islamic Republic of Iran 2. Reviewing the assets and liabilities of the Central Bank at least once every three months and preparing change reports. 3. Preparing periodic and ad hoc reports on the Central Bank performance in terms of compliance with laws and regulations. 4. Reviewing and approving the Central Bank budget performance. c) The chair of the Supervisory Board shall send the approved reports of the Board to the members of the General Assembly of the Central Bank and the members of the Supreme Board. d) The parliamentary observer representatives in the General Assembly of the Central Bank may send their reports related to the reports provided by the Supervisory Board to the General Assembly secretariat at least 48 hours before the Assembly meeting, so they may be included in the Assembly agenda. The Governor shall provide the 60 <!-- page 61 --> Chapter Three: Structure Supervisory Board with access to all information, documents, and records of the Central Bank. e) The Governor shall deliver a copy of all decisions, documents, and reports related to the performance of the Central Bank to the Supervisory Board immediately after their preparation or approval. f) Members of the Supervisory Board may not hold any executive or non-executive positions, whether managerial, expert, or advisory, in the public or private sectors. This prohibition excludes exceptions specified under Principle 141 of the Constitution. The salaries and benefits of the members of the Supervisory Board shall be paid by the Ministry of Economic Affairs and Finance in accordance with the remuneration and fringe benefits of officials specified in Clause (c) of

Article 71 of the Civil Service Management Law. Additionally, the cost of using auditing services deemed necessary by the chair of the 61 <!-- page 62 --> The Central Bank Law of the Islamic Republic of Iran Supervisory Board for the Board missions shall be paid by the Ministry of Economic Affairs and Finance. The Central Bank shall cover other expenses of the Supervisory Board, including administrative and support costs. g) The Central Bank shall provide suitable space, facilities, equipment, and necessary human resources for the Supervisory Board upon the request of the chair of the Board. h) The internal regulations of the Supervisory Board shall be prepared by the chair of the Board and approved by the General Assembly. Fifth Section: Sharia Council

Article 18 To ensure that the decisions of the Central Bank regarding the types of contracts used in banking operations (deposit-taking, granting 62 <!-- page 63 --> Chapter Three: Structure facilities, and creating credit) are not contrary to Sharia principles, the Central Bank Sharia Council shall be established with the following arrangements: a) The Sharia Council shall consist of the following members: 1. Five Islamic jurists (Mujtahid Mutajazzi [specialized] in the field of jurisprudence of transactions and experts in monetary and banking matters) 2. The Deputy Governor 3. The vice-governors of Regulation and Supervision and Legal Affairs 4. An economist specializing in Islamic banking, selected by the Governor 5. A legal expert specializing in Islamic banking, selected by the Governor 6. One of the chief executive officers of the national banks, selected by the Minister of Economic Affairs and Finance Members specified in parts (1), (4), and (5) of 63 <!-- page 64 --> The Central Bank Law of the Islamic Republic of Iran this Clause shall be appointed for a period of five years and their reappointment is not prohibited. Additionally, members specified in parts (3) to (6) shall meet the conditions outlined in part (1) of Clause (h) of Article (7) of this law. Note: The Governor may attend Sharia Council meetings with voting rights (on non-jurisprudential matters) whenever deemed necessary. b) The appointment decrees of the individual members of the Sharia Council shall be issued by the Governor. c) The jurists on the Sharia Council shall be nominated jointly by the Director of the Islamic Seminary of the country and the Governor, and introduced to the Guardian Council. They are selected with the approval of the majority of the jurists of the Guardian Council. d) The Chairman and Vice Chairman of the Sharia Council shall be elected from among the jurists on the board by a 64 <!-- page 65 --> Chapter Three: Structure majority vote of the members for a twoyear term. e) Meetings of the Sharia Council shall have quorum with the presence of the Chairman or Vice Chairman and at least two other jurist members. Jurisprudential resolutions of the board shall be valid with the approval of three jurist members, and non-jurist members do not have voting rights on jurisprudential matters. f) One member of the Islamic Consultative Assembly, preferably familiar with Islamic economics and banking, shall be proposed by the Economic Commission and selected by the Islamic Consultative Assembly to attend Sharia Council meetings as a non-voting observer. g) The Governor shall submit the decisions mentioned at the beginning of this Article to the Sharia Council for their opinion on compliance with Sharia before communicating them. Additionally, the Governor shall mandate that supervised entities obtain 65 <!-- page 66 --> The Central Bank Law of the Islamic Republic of Iran approval from the Sharia Council for any types of contracts used in banking operations that have not been previously approved by the board. The authoritative fatwas for the board resolutions shall remain the jurisprudential opinions of the Supreme Leader. In the absence of the Supreme Leader's fatwa, the method determined by the Supreme Leader will be followed. The board shall provide its opinion on the matters mentioned above within 10 days. If this period is insufficient, it may be extended by another ten days at the discretion of the Chairman of the Sharia Council. Matters referred to the Sharia Council, upon receiving the board opinion of compliance with Sharia principles or upon the expiration of the aforementioned periods, may proceed without any impediments. h) The resolutions of the Sharia Council shall be communicated to the Governor and remain mandatory. i) The establishment of the Sharia Council 66 <!-- page 67 --> Chapter Three: Structure within the Central Bank shall not negate the duties and authorities of the jurists of the Guardian Council as stipulated in Principle 4 of the Constitution of the Islamic Republic of Iran. j) The Sharia Council shall have a secretariat, which is established using the Central Bank existing human resources and facilities. The secretary is selected from individuals familiar with Islamic banking upon the proposal of the Chairman of the Sharia Council and approval by the majority of the board members, and is appointed by the Governor for a two-year term, with the possibility of reappointment. The structure and duties of the secretariat shall be approved by the General Assembly upon the proposal of the Sharia Council and communicated by the Governor. k) The method of jurisprudential supervision mentioned in this Article, within the framework of Article 18 and the Central 67 <!-- page 68 --> The Central Bank Law of the Islamic Republic of Iran Bank supervisory structures, shall be proposed by the secretary of the board and, upon approval by the Sharia Council, communicated by the Governor. l) The Central Bank shall publish the detailed minutes and resolutions of the Sharia Council on its information dissemination platform and make them available to the public. Matters deemed by the board members (both jurists and non-jurists) to involve privacy violations or security considerations shall not be disclosed publicly. 68 <!-- page 69 --> Chapter Four: Expansion of Information Supremacy and Development of Supervisory Duties and Authorities

Article 19 a) The Central Bank shall require "Supervised Entities" to implement the software rules and processes mandated by the Central Bank within their internal systems. Through this mechanism, the Central Bank will supervise the operations of "Supervised Entities," particularly credit institutions and their fund transfers. b) Transactions exceeding a certain amount, as determined by the Supreme Board based on the status of natural and 69 <!-- page 70 --> The Central Bank Law of the Islamic Republic of Iran legal persons, may only be executed if the unique identifier of the corresponding electronic invoice (as per Clause (E) of

Article (1) of the Law on Points of Sale and Taxpayer System dated 21/8/1398 [July 21, 2019] is recorded in the fund transfer request form in the Central Bank sovereign system. In cases where there is no electronic invoice, the "purpose" or "motivation" of the transferring party for the fund transfer shall be recorded in the transfer request form in the specified sovereign system and confirmed by the recipient. Note: The Supreme Board shall approve the guidelines for determination of the limits of transactions subject to this clause, based on economic status, identity, and other relevant information for each transaction and the total transactions of each person within specified time frames.

Article 20 70 <!-- page 71 --> Chapter Four: Expansion of Information Supremacy and … a) All credit institutions shall configure their operational systems in accordance with the model declared by the Central Bank, so that any changes in the following items are visible to the Central Bank and all members of the Board of Directors, the Executive Board, and relevant managers of the credit institution immediately and online: 1. The balance of deposits, categorized by type of deposit. 2. The balance of granted facilities, categorized by type of facility. 3. The total accepted obligations in favor of persons, categorized by type of obligation. 4. The balance of large facilities and obligations, categorized as current, overdue, non-performing, doubtful, and restructured. 5. The balance of granted facilities and accepted obligations in favor of "related persons," categorized as current, overdue, non-performing, 71 <!-- page 72 --> The Central Bank Law of the Islamic Republic of Iran doubtful, and restructured. 6. Detailed statements of facilities and obligations related to the instances mentioned in parts (4) and (5) of this Clause, along with the interest rates and received collaterals in each case, categorized as current, overdue, nonperforming, doubtful, and restructured. 7. The balance of facilities granted to the government, state-owned companies, and other executive bodies subject to

Article (5) of the Civil Service Management Law, categorized as current, overdue, non-performing, doubtful, and restructured. 8. The total amount of non-performing loans, categorized as overdue, nonperforming, doubtful, and the ratio of non-performing loans to the total loans of the credit institution. 9. The amount of non-performing restructured loans. 10. The balance of debts to the Central 72 <!-- page 73 --> Chapter Four: Expansion of Information Supremacy and … Bank, categorized by related headings. 11. The balance of claims from the Central Bank, categorized by related headings. 12. The balance of debts to other credit institutions, both aggregated and categorized. 13. The balance of claims from other credit institutions, both aggregated and categorized. 14. The average and highest interest rates paid to depositors in the past year. 15. The average and highest interest rates on granted facilities in the past year. 16. The capital adequacy ratio of the credit institution. 17. The liquidity ratios of the credit institution, categorized by type. 18. The amount of the shareholdings of the credit institution in economic enterprises, as categorized. 19. General and specific provisions for doubtful claims, categorized by type 73 <!-- page 74 --> The Central Bank Law of the Islamic Republic of Iran and their changes. 20. The assets, liabilities, and foreign exchange commitments of the credit institution and their changes. 21. The list of the assets of the credit institution (excluding facilities). 22. The balance of Islamic financial securities, categorized as governmental and non-governmental. Note: The guidelines for other prudential and supervisory indicators shall be prepared by the Central Bank and approved by the Supreme Board. b) The method of calculation and the permissible limits for each of the above items are determined by the Supreme Board. The Central Bank shall issue instructions on the method of calculation and the permissible limits as approved by the Supreme Board to the credit institutions within six months. 74 <!-- page 75 --> Chapter Four: Expansion of Information Supremacy and … c) Credit institutions shall ensure compliance with the rules and processes mandated by the Central Bank within their internal systems and by using the Central Bank sovereign systems to prevent the following: 1. Granting large facilities or accepting large commitments without adhering to the relevant limits and guidelines. 2. Granting facilities or accepting commitments in favor of "related persons" to the credit institution without adhering to the relevant limits and guidelines. 3. Granting facilities or accepting commitments based on non-realistic and unstable resources, as determined by the Central Bank, which results in liquidity shortages and necessitates the credit institution to use the Central Bank resources beyond the permissible limits specified in Article (45) of this law. 4. Acquiring various types of tangible assets, including real estate, and 75 <!-- page 76 --> The Central Bank Law of the Islamic Republic of Iran financial assets, including shares and other securities, beyond the limits approved by the Supreme Board. d) Members of the Board of Directors, the Executive Board, managers, employees, significant shareholders of the credit institution, and other natural or legal persons involved in concealing, overstating, or understating the information items subject to this Article shall be sentenced to some or all of the penalties of the fourth degree as specified in Article (19) of the Islamic Penal Code, approved on 1/2/1392 [April 21, 2013]. e) At the request of the Central Bank, credit institutions shall provide detailed data necessary for calculating the ratios mentioned in this Article within the framework determined by the Central Bank. f) Companies providing information technology services and managers of 76 <!-- page 77 --> Chapter Four: Expansion of Information Supremacy and … operational systems of credit institutions shall implement the rules for calculating the prudential indicators mentioned in this Article and other matters notified by the Central Bank within the operational systems of credit institutions. Managers of IT service providers to credit institutions and managers of their operational systems who violate the provisions of this Clause and other Central Bank supervisory requirements shall be sentenced to penalties of the fourth degree as specified in Article (19) of the Islamic Penal Code. g) The Central Bank shall use the information received under this Article and other information received from credit institutions to make available to the public and update through its information dissemination platform the balance of large facilities and commitments of each "single beneficiary" , and the balance of facilities and commitments of "related persons" with each credit institution, along with 77 <!-- page 78 --> The Central Bank Law of the Islamic Republic of Iran the interest rate, repayment period, grace period, repayment status (current, overdue, non-performing, or doubtful), and the type and amount of collateral received categorized by persons. The definition and conditions of a single beneficiary are as specified in Note (1) of

Article (5) of the Law on the Implementation of General Policies of Principle 44 of the Constitution for a single owner. 78 <!-- page 79 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank

Article 21 The Central Bank shall pursue the following sovereign actions described in this chapter using the structures and arrangements specified in the subsequent articles: 1. Addressing violations by "Supervised Entities" and imposing legal penalties on them. 2. Resolving disputes among "Supervised Entities" and handling legal claims by customers and other stakeholders against "Supervised Entities" and vice versa. 3. Pursuing monetary and banking crimes. 79 <!-- page 80 --> The Central Bank Law of the Islamic Republic of Iran Note: Within the framework of this law and the resolutions of the Supreme Board, the Governor is the fully authorized representative of the Central Bank in all the above matters and may delegate his supervisory powers to any of his deputies. The duties and authorities prescribed by law for the deputies of the Governor do not negate the Governor's authorities and responsibilities. Section One: Addressing Violations by "Supervised Entities" and Imposing Legal Penalties

Article 22: To address violations by "Supervised Entities" or their managers and significant shareholders from laws, regulations, and decisions of the Central Bank, including directives and circulars, as well as to handle all appeals from credit institutions concerning issues such as suspension or revocation of 80 <!-- page 81 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank licenses, appointment of conservators, and resolution of credit institutions, and decisions under Articles (27), (28), and (29) of this law, the Central Bank establishes the following Primary and Appellate Disciplinary Committees: a) The Central Bank Primary Disciplinary Committee, composed of three experienced banking experts with at least ten years of relevant proficient experience, selected for a two-year term based on the Governor's proposal and approval by the Supreme Board. Reappointment of these members is not prohibited. The Central Bank Appellate Disciplinary Committee, composed of five members as follows: 1. A judge knowledgeable in monetary and banking laws and regulations with at least fifteen years of relevant proficient judicial experience, selected by the Head of the Judiciary. 2. Four experienced banking experts 81 <!-- page 82 --> The Central Bank Law of the Islamic Republic of Iran with at least fifteen years of relevant proficient experience, selected for a two-year term based on the Governor's proposal and approval by the Supreme Board. Reappointment of these members is not prohibited. c) The chairpersons of both the Primary Disciplinary Committee and the Appellate Disciplinary Committee shall be appointed by the Governor from among the members of the respective committees. The chairperson of the Central Bank Disciplinary Committee may invite knowledgeable individuals to attend committee meetings. d) The Vice-governor of Regulation and Supervision, while retaining their responsibilities, shall be designated as the prosecutor of the Central Bank Disciplinary Committee and participates in the meetings of both the Primary and Appellate Disciplinary Committees without voting rights. e) The secretariat of the Central Bank 82 <!-- page 83 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank Disciplinary Committee shall be established within the domain of the Vicegovernor of Regulation and Supervision. Procedures for addressing violations, issuing and communicating disciplinary notices and orders, obtaining defenses, and handling appeals against decisions, as well as the process for rehearing cases and enforcing disciplinary orders, and the conditions for the dismissal, appointment, reappointment, and prevention of conflicts of interest of members, shall be governed by regulations proposed by the Central Bank and approved by the Supreme Board. f) The decisions of the Central Bank Primary and Appellate Disciplinary Committees shall become final and enforceable if no objections are raised by the convicted party, the Central Bank disciplinary prosecutor, or affected thirdparty individuals within ten days from the date of notification of the decision. g) The decisions of the Central Bank Appellate Disciplinary Committee may 83 <!-- page 84 --> The Central Bank Law of the Islamic Republic of Iran be appealed exclusively within ten days from the date of notification to a special judicial branch established in the Administrative Justice Court by the Head of the Judiciary as follows: 1. This special judicial branch shall consist of three judges proficient in monetary and banking affairs with at least fifteen years of experience in handling economic, monetary, and banking cases, appointed by the Head of the Judiciary for a three-year term. Reappointment of these judges is permissible. The Head of the Judiciary shall select the presiding judge of this special judicial branch from among its member judges. 2. The sessions of this special judicial branch shall be held in the presence of an expert panel. This panel shall consist of five trusted experts with at least fifteen years of relevant experience in economic, monetary, and banking fields, selected by the Governor and approved by the Head 84 <!-- page 85 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank of the Judiciary for a three-year term. Reappointment of these experts is permissible. 3. Sessions of this special judicial branch shall be valid with the presence of the majority of judges and the majority of the expert panel members. Decisions shall be based on the votes of at least two of the member judges of the branch, and the opinions of the experts will be advisory. The issued decision shall include the experts' opinions, and if the decision contradicts the majority opinion of the expert panel, the reasons for rejecting the majority opinion shall be explicitly stated in the decision. 4. This special judicial branch exclusively handles appeals against the decisions of the Central Bank Appellate Disciplinary Committee and shall expedite the review of received appeals. The decisions of this judicial branch are not subject to further appeal, annulment, suspen-sion, or 85 <!-- page 86 --> The Central Bank Law of the Islamic Republic of Iran retrial in any other forum (except for the application of Article 477). Note: The Head of the Judiciary may establish additional branches with the same arrangements specified in this clause to expedite case processing as needed. h) Issuing temporary orders or halting decisions made by the Central Bank in its capacity as the supervisor of the monetary and banking sector is not permitted by judicial or non-judicial authorities. Note: The handling of the matters mentioned in the beginning of this Article is exclusively carried out through the mechanism described in this article.

Article 23 a) The following measures taken by 86 <!-- page 87 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank "Supervised Entities" or their significant shareholders and managers shall be considered violations. The Vicegovernor of Regulation and Supervision, acting as the prosecutor of the Central Bank Disciplinary Committee, shall request the imposition of the penalties mentioned in Clause (b) of this Article from the Disciplinary Committee upon observing any of these violations: 1. Violating the provisions of this law and other relevant laws, as well as violating the regulations and decisions of the Central Bank, including directives and circulars. 2. Violating the conditions and requirements of the licenses issued by the Central Bank or breaching any of the conditions and requirements based on which the said licenses were issued. 3. Violating the provisions of the articles of association of the Supervised Entity. 4. Breaching the commitments made to the Central Bank regarding the implementation of corrective actions. 87 <!-- page 88 --> The Central Bank Law of the Islamic Republic of Iran 5. Any behavior by the "Supervised Entity" that, in the opinion of the Vice-governor of Regulation and Supervision, could lead to the entity's imbalance or that of other "Supervised Entities" or disrupt the national payment system. 6. Failing to comply with the regulations for properly maintaining books, accounts, information, and financial statements in accordance with the regulations and directives issued by the Central Bank, and failing to time-ly, accurately, and completely provide data, information, financial statements, and reports to the Central Bank. 7. Engaging in legal partnerships or direct investments and business operations by the credit institution outside the limits and regulations announced by the Central Bank within the framework of the law. 8. Refusing to provide information when the "Supervised Entity" is required to 88 <!-- page 89 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank do so by law, and such refusal is considered a violation by law. 9. Obstructing or disrupting the Central Bank supervision through actions such as preventing the presence of inspectors, providing incorrect and misleading information and statistics, providing incomplete information, and delaying or procrastinating in providing requested information. 10. Appointing individuals as members of the Board of Directors, the Executive Board, or other positions that require approval according to law or regulations without obtaining the necessary general and professional competency approval from the Central Bank or the relevant authority. Note: This clause does not preclude the application of the Law on the Appointment of Persons in Sensitive Positions, approved on 10/7/1401 89 <!-- page 90 --> The Central Bank Law of the Islamic Republic of Iran [October 7, 2021], in cases where the said law is applicable. 11. Ceasing operations without a valid excuse. 12. Providing services to persons who are prohibited from receiving such services under this law or other laws. 13. Failing to comply with the requests of the Deposit Guarantee Fund in cases where the Fund is authorized by this law or other laws. 14. Failing to observe the ceilings mentioned in Clauses (i), (j), and (k) of

Article (8) of this law. b) The Disciplinary Committee may impose one or more of the following penalties on an offending "Supervised Entity" based on the nature and severity of the violation: 1. Issuing a written warning to the offending "Supervised Entity" or any of its significant shareholders or managers. 90 <!-- page 91 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank 2. Temporarily or permanently disqualifying any of the significant shareholders and managers of the "Supervised Entity." 3. Imposing a fine on the significant shareholders of the "Supervised Entity" up to five hundred billion (500,000,000,000) rials or ten percent (10%) of the current value of their shares, or five times the amount of the violation, whichever is higher. 4. Imposing a fine on the managers of the "Supervised Entity" up to fifty billion (50,000,000,000) rials or five times the amount of the violation, whichever is greater. 5. Temporary or permanent dismissal of any member of the Board of Directors, the Executive Board, or managers of the "Supervised Entity" from public and governmental services. 6. Imposing restrictions or prohibitions on the distribution of dividends or reserves to significant shareholders by the "Supervised Entity" for up to five 91 <!-- page 92 --> The Central Bank Law of the Islamic Republic of Iran years. 7. Revoking the voting rights of the offending significant shareholder. 8. Revoking the preemptive rights arising from capital increases for the violating significant shareholder of the "Supervised Entity." 9. Suspending the license of the offending "Supervised Entity" for up to three years. 10. Revoking the license of the offending "Supervised Entity."

Article 24: a) In addition to serving as the prosecutor of the Central Bank Disciplinary Committee, the Vice-governor of Regulation and Supervision shall retain the following duties and authorities: 1. Issuing, suspending, renewing, and revoking licenses of "Supervised Entities" within the framework of relevant laws. 92 <!-- page 93 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank Note: Issuing, suspending, renewing, and revoking licenses of credit institutions by the Vice-governor of Regulation and Supervision requires the approval of the Supreme Board. 2. Supervising the proper implementation of regulations by "Supervised Entities" and providing reports to the Governor and the Supreme Board. 3. Publicly announcing and updating the list of "Supervised Entities." 4. Continuously monitoring banking stability and soundness indicators and providing reports to the Governor and the Supreme Board. 5. Leading the process of restructuring and resolution of credit institutions. 6. Performing other tasks assigned by the Governor or the Supreme Board. b) Each member of the Executive Board 93 <!-- page 94 --> The Central Bank Law of the Islamic Republic of Iran shall prepare the necessary guidelines for exercising the Central Bank supervisory authorities as needed. These guidelines shall be included in the agenda of the Banking Regulation and Supervision Council upon the Governor's confirmation.

Article 25 The following measures taken by "Supervised Entities" shall be considered violations, and the Central Bank may impose fines directly as stipulated in this Article. The amount of the fine may be reduced at the discretion of the Governor based on the circumstances of the violation, its severity and significance, and the level of previous cooperation by the "Supervised Entity" with the Central Bank: 1. In cases where the "Supervised Entity" delays submitting the reques-ted reports to the Central Bank; a fine of up to ten billion (10,000,000,000) rials per day of delay. 94 <!-- page 95 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank 2. In cases where specific procedures shall be followed in conducting and recording the transactions and the "Supervised Entity" fails to comply; a fine of up to one hundred million (100,000,000) rials per transaction. 3. In cases where the "Supervised Entity" is required to implement a new system, upgrade existing systems, or enhance or change their capa-bilities and fails to do so; a fine of up to ten billion (10,000,000,000) rials per day of delay. 4. In cases where the internal systems of the "Supervised Entity" that are connected to the Central Bank sovereign systems malfunction, causing unsuccessful transactions in the sovereign systems; a fine of up to one million (1,000,000) rials per unsuccessful transaction. Note 1: The imposition of fines under this Article shall be limited to cases confirmed by the Supreme Board or the Executive Board of the Central Bank and communicated by the Governor or a member of the 95 <!-- page 96 --> The Central Bank Law of the Islamic Republic of Iran Executive Board. Note 2: "Supervised Entities" subject to fines under this article that have evidence of their being not-guilty may submit their evidence to the Secretariat of the Central Bank Disciplinary Committee. The Disciplinary Committee shall review the submitted evidence in accordance with the procedures specified in

Article (22) of this law. If a not-guilty verdict is established, the Central Bank shall refund the entire amount withdrawn from the "Supervised Entity's" accounts and compensate for any damages incurred, according to the ruling of the Disciplinary Committee. Note 3: The imposition of fines under this article does not preclude other punitive actions provided for in this law and other laws. 96 <!-- page 97 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank

Article 26: In order to achieve the objective mentioned in part (2) of Clause (b) of Article (3) of this law, the Vice-governor of Regulation and Supervision may, at their discretion and after notifying the Governor, undertake or compel credit institutions to undertake the supervisory actions specified in Articles (27) to (34) of this law as the case may be. Decisions of the Central Bank shall be enforceable after notification. Exploratory Actions

Article 27 If the operations of a credit institution indicate a potential violation or create instability in the Banking System, the Vicegovernor of Regulation and Supervision may take the following actions: 1. Order the credit institution to prepare interim financial statements. 2. Dispatch a special auditor to the credit institution to prepare special audit reports as required by the Vice97 <!-- page 98 --> The Central Bank Law of the Islamic Republic of Iran governor of Regulation and Supervision. 3. Appoint an on-site supervisor in the credit institution. Preventive Actions

Article 28 If, as a result of exploratory actions or through other means, the Vice-governor of Regulation and Supervision determines that a credit institution has violated or is on the verge of violating the permissible limits of the indicators mentioned in Article (20) of this law, they may compel the credit institution to implement all or part of the following preventive actions in proportion to the violation after obtaining the Governor's approval: 1. Require the Board of Directors to substitute all or part of the Executive Board members. 2. Require the General Assembly to substitute all or part of the Board of 98 <!-- page 99 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank Directors members. 3. Increase the limits of provisions for doubtful claims. 4. Reduce or prohibit the distribution of dividends and prohibit the distribution of reserves among shareholders. 5. Adjust the composition of assets and liabilities. 6. Stop or restrict high-risk operations or activities. 7. Increase liquid assets or improve the liquidity quality of assets. 8. Enhance the corporate governance and internal control systems. 9. Limit operational expenses. 10. Restrict the granting of facilities or taking on liabilities. 11. Prohibit or restrict the provision of certain banking services or operations. 12. Prohibit the payment of bonuses to the managers of the institution. 13. Tighten the prudential indicators mentioned in Clause (a) of Article (20) 99 <!-- page 100 --> The Central Bank Law of the Islamic Republic of Iran of this law. Note: The implementation of the restrictions mentioned in Clauses (1), (2), (4), and (13) of this Article requires the approval of the Supreme Board. Corrective Actions

Article 29: If the Vice-governor of Regulation and Supervision deems preventive actions measures insufficient, they may, after obtaining the Governor's approval, compel the credit institution to implement its recovery plan within one month, provided the plan has been previously approved by the Banking Regulation and Supervision Council. Alternatively, at the request of the Vicegovernor of Regulation and Super-vision, the credit institution shall revise its recovery plan and implement it after approval. If the recovery plan is not submitted to the Central Bank within the specified period or the 100 <!-- page 101 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank submitted plan is not approved by the Banking Regulation and Supervision Council, the Vice-governor of Regulation and Supervision shall prepare the recovery plan themselves and present it to the aforementioned Council for approval. The recovery plan may include all or part of the following actions: 1. Sale of part of the assets 2. Capital increase with or without depriving shareholders of preemptive rights, subject to the approval of the Supreme Board 3. Increase of reserves and provisions 4. Reduction of branches or limitation on their expansion 5. Sale of subsidiary companies 6. Conversion of matured claims of shareholders into capital 7. Conversion of non-deposit subordinated debt into equity 8. Change of significant shareholders by compelling them to reduce their 101 <!-- page 102 --> The Central Bank Law of the Islamic Republic of Iran shares, subject to the approval of the Supreme Board Note 1: If a state-owned credit institution is required to increase its capital under this Article, the government shall provide the necessary resources for the capital increase in the amendment to the budget law of the same year or the budget law of the following year with 100% allocation. If the government does not comply or the government's proposal is not approved by the Parliament, the capital increase of the state-owned credit institutions subject to this note will be carried out through the government earnings from the net profit of the Central Bank in accordance with Principle 53 of the Constitution. Note 2: If, with the Governor's approval and the approval of two-thirds of the 102 <!-- page 103 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank members of the Supreme Board, the Vice-governor of Regulation and Supervision determines that the implementation of some corrective measures mentioned in the credit institution's recovery plan is necessary before preventive actions, the Vice-governor of Regulation and Supervision shall compel the credit institution to implement the required corrective actions. Appointment of a Conservator for a Credit Institution

Article 30 If a credit institution refuses to implement preventive and corrective actions or fails to fully or effectively implement them as determined by the Vice-governor of Regulation and Supervision, the Vicegovernor of Regulation and Supervision shall submit a proposal to the Governor for approval to revoke the powers of the General 103 <!-- page 104 --> The Central Bank Law of the Islamic Republic of Iran Assembly, the Board of Directors, and the Executive Board of the credit institution. The Vice-governor of Regulation and Supervision shall appoint a Conservator for the credit institution upon approval by the Supreme Board. The appointment of a Conservator for credit institutions shall follow the procedures below: 1. The Vice-governor of Regulation and Supervision shall propose the Conservator to the Governor within a maximum of five working days after the Supreme Board resolution becomes enforceable. Upon the Governor's approval, the Vicegovernor shall issue the appointment decree and send the details for publication in the Official Gazette. The deputies of the supervised credit institution shall be appointed by the Vice-governor of Regulation and Supervision upon the recommendation of the chair of the Conservator. The Vice-governor of Regulation and 104 <!-- page 105 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank Supervision is also authorized to dismiss the Conservator of the supervised credit institution upon the Governor's confirmation. 2. Upon the appointment of the Conservator, all duties and authorities of the Board of Directors and the Executive Board shall be transferred to the Conservator, and the members of the Board of Directors and the Executive Board shall be dismissed. During the period that the credit institution is managed by the Conservator, the powers of the ordinary and extraordinary General Assembly of the credit institution shall be exercised by the Supreme Board. 3. The duration of the conservatorship is a maximum of one year. The Supreme Board may extend the supervision period for two additional terms upon the Governor's re-commendation. Any extension beyond two terms requires the approval of two-thirds of the Supreme Board members. 105 <!-- page 106 --> The Central Bank Law of the Islamic Republic of Iran 4. When the appointment of the Conservator is finalized, its actions and orders, as within the framework of this law and the regulations and directives issued by the Central Bank, shall be binding on the shareholders, creditors, depositors, debtors, managers, and employees of the supervised credit institution. 5. If at any stage during the period that the credit institution is managed by the Conservator, the Governor determines that the indicators related to the capital and liquidity status of the credit institution have returned to satisfactory conditions, the Governor shall report this to the Supreme Board. If the Governor's report is approved by the Supreme Board, the Vicegovernor of Regulation and Supervision shall convene the shareholders of the credit institution and hold a General Assembly to transfer the management of the credit institution to the managers elected by 106 <!-- page 107 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank the Assembly. 6. The Conservator consists of a minimum of three or five members selected from among qualified, trusted, and reputable banking experts with at least five years of senior banking management experience. The Vice-governor of Regulation and Supervision appoints one of the members as the chair and another as the vice-chair of the Conservator with the Governor's approval. The duties and powers of the chair of the Board of Directors and the Chief Executive Officer [CEO] of the credit institution shall be transferred to the chair of the Conservator. 7. If the credit institution enters the resolution process, the powers and duties of the Conservator shall be transferred to the resolution authority. The other powers and duties of the resolution authority shall be approved by the Supreme Board within the framework of the laws, and the 107 <!-- page 108 --> The Central Bank Law of the Islamic Republic of Iran resolution authority is accountable to the Supreme Board for the assigned powers and duties. To facilitate the execution of the resolution process, the resolution authority may appoint a Resolution Execution Board for each credit institution undergoing resolution. The Resolution Execution Board consists of three or five trusted and reputable banking experts with at least ten years of relevant experience and familiarity with resolution methods.

Article 31: In addition to all the duties and powers provided for the Board of Directors and the Executive Board in the articles of association of the credit institution, the Conservator shall maintain the following duties and powers: a) Duties: 1. Utilizing all legal capacities to terminate or amend contracts that, in the judgment of the Conservator, put 108 <!-- page 109 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank the stability and soundness of the credit institution at risk. 2. Reviewing all contracts, operations, and significant actions performed in the credit institution under conservatorship that, in the judgment of the Conservator and with the approval of the Vice-governor of Regulation and Supervision, have caused substantial damage to the credit institution, including: 2.1. Selling the fixed assets of the credit institution at prices lower than market value or transferring them as gifts. 2.2. Purchasing fixed assets for the credit institution at prices higher than market value. 2.3. Granting facilities to individuals lacking creditworthiness. 2.4. Paying bonuses to the credit institution managers and distributing dividends among shareholders when the distributed 109 <!-- page 110 --> The Central Bank Law of the Islamic Republic of Iran dividends and bonuses are not proportionate to the actual profitability of the credit institution. 2.5. Actions suspected of embezzlement, misuse, or usurpation of the assets of the credit institution. 2.6. Granting special discounts, privileges, or preferences to certain customers that were not given to other customers in similar conditions. 2.7. Granting facilities to "related persons" or accepting liabilities in their favor either directly or indirectly without complying with legal requirements and regulations. 2.8. Overvaluing the collateral deposited with the credit institution beyond its actual value. Note: The Conservator shall request the 110 <!-- page 111 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank annulment of such contracts and compensation for the incurred damages from the competent judicial authority provided that the conditions mentioned in this clause are verified. The competent judicial authority shall address these claims urgently and out of waiting list, considering the necessary and significant factors. 3. Identifying managers, significant shareholders, and employees of the credit institution responsible for the actions mentioned in parts (1) and (2) of this Clause, preparing a statement against them, and demanding immediate compensation for the damages incurred by the credit institution. Note: The chair of the Conservator shall simultaneously request the competent authority to implement protective measures such as a ban on leaving the country against these individuals. If 111 <!-- page 112 --> The Central Bank Law of the Islamic Republic of Iran the individuals do not compensate for the damages within the specified period in the statement, the chair of the Conservator shall file a lawsuit against them. The court or the Banking Dispute Resolution Board, as applicable shall address these claims urgently and out of waiting list, considering the necessary significant factors. 4. Performing other tasks assigned by the Vice-governor of Regulation and Supervision to the Conservator. b) Powers: 1. Suspending the right to withdraw deposits for "related persons" of the credit institution exceeding the amount guaranteed by the Deposit Guarantee Fund until the issues are resolved. 2. Suspending the right to withdraw deposits for other depositors exceeding ten times the amount 112 <!-- page 113 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank guaranteed by the Deposit Guarantee Fund up to two years upon the permission of the Supreme Board. Note: In addition to the restrictions in parts (1) and (2) of this Clause, depositors with matured debts to the credit institution shall have their withdrawal rights suspended up to the amount of their outstanding debt. 3. Preparing a report on the asset quality review and amending financial statements to clarify the size and quality of assets in accordance with relevant laws and regulations. 4. Terminating the employment of certain employees of the underconservatorship credit institution while preserving all their legal rights in accordance with relevant laws. 5. Temporarily employ trusted and reputable persons in the underconservatorship credit institution. 113 <!-- page 114 --> The Central Bank Law of the Islamic Republic of Iran 6. Proposing the resolution of the credit institution.

Article 32: Following the Conservator: appointment of the a) Any actions and activities of the underconservatorship credit institution conducted without the direct or indirect permission of the Conservator shall remain null and void. b) The managers of the underconservatorship credit institution shall provide all assets, documents, books, software, databases, seals, and all information related to the operations and activities of the under-conservatorship credit institution to the Conservator, in such a way that the Vice-governor of Regulation and Supervision may confirm that the management process of the credit institution by the Conservator has initiated. Additionally, all individuals 114 <!-- page 115 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank who have had responsibilities or were employed at the under-conservatorship credit institution within five years prior to the appointment of the Conservator shall be required to cooperate with the Conservator upon request and provide the necessary documents, records, and information. The Police Command of the Islamic Republic of Iran shall cooperate with the Conservator in taking over the management of buildings, properties, assets, equipment, offices, and documents of the underconservatorship credit institution upon the request of the Conservator and an order from the prosecutor. c) The costs associated with the conservatorship shall be covered from the lawful disposable resources of the under-conservatorship credit institution. d) The Central Bank shall be responsible for the decisions and actions of the members of the Conservator, and these members are accountable to the Central 115 <!-- page 116 --> The Central Bank Law of the Islamic Republic of Iran Bank. The members of the Conservator shall not be subject to lawsuits for decisions and actions taken within the framework of this law, except in cases where the subject of the lawsuit is the attribution of a crime. e) Any Person who has been adversely affected by the decisions and actions of the Conservator may file a complaint with the Central Bank Disciplinary Committee, provided that the stipulations of Clause (d) of this Article are observed. The Central Bank Disciplinary Committee shall address the complaints in accordance with the procedures specified in Article (22) of this law. Resolution of Credit Institutions

Article 33: If, during or before the period that the credit institution is managed by the Conservator, the Governor concludes that the indicators related to the capital and liquidity status of the 116 <!-- page 117 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank credit institution are not correctable, the Governor shall propose the resolution of the credit institution to the Supreme Board. The credit institution shall enter the resolution process according to the following procedures as soon as the Supreme Board approves the Governor's proposal: 1. The "Deposit Guarantee Fund" shall manage the resolution of credit institutions. The Deposit Guarantee Fund shall start the resolution process of the respective credit institution within a maximum of five working days after the Supreme Board resolution becomes enforceable and complete the resolution of the credit institution with the least financial and social cost, aiming to protect and respect the interests of depositors, especially retail depositors and other stakeholders, in accordance with the law. 2. Granting new facilities, issuing letters of guarantee, issuing documentary credits and opening accounts by the credit institution under resolution are not 117 <!-- page 118 --> The Central Bank Law of the Islamic Republic of Iran allowed. However, the resolution authority is required, within the resolutions of the Supreme Board, to continue the main activities of the credit institution that, according to the Supreme Board decision, shall be performed during the resolution period to prevent financial instability, until the resolution process is completed. Note 1: In the first two years of implementing this law, the Supreme Board may suspend the execution of its resolutions regarding the appointment of a Conservator for credit institutions or their resolution, only for credit institutions that fully comply with the Central Bank directives. Note 2: The resolution authority, within the framework of this law, may propose the following procedures to the Supreme Board: 118 <!-- page 119 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank 1. Selling or transferring all or part of the assets and liabilities of the credit institution under resolution to another credit institution. 2. Transferring the remaining assets and liabilities of the credit institution under resolution to a "bridge bank." 3. Converting part of the unsecured debts of the credit institution under resolution into shares in accordance with relevant laws. 4. Merging the credit institution under resolution with another credit institution with the approval of the General Assembly of the merging credit institution. 5. Dissolving the credit institution under resolution. Note 3: The "bridge bank" mentioned in Note 2 refers to a credit institution that is temporarily established (with a maximum lifespan of three years) by 119 <!-- page 120 --> The Central Bank Law of the Islamic Republic of Iran the resolution authority with the Central Bank approval, to better manage the assets and liabilities of the credit institution under resolution.

Article 34 If a credit institution objects to the Supreme Board resolution regarding the appointment of a Conservator or its resolution, it may submit its objection to the Secretariat of the Central Bank Disciplinary Committee within three working days from the time of notification. The Central Bank Disciplinary Committee shall review and issue a ruling on the received objection within one week. The review and ruling period may be extended for up to three additional days upon the notification of the chair of the Central Bank Disciplinary Committee to the Governor. Other procedures for addressing objections under this article shall follow the same procedures specified in Article (22) of this law. 120 <!-- page 121 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank Section Two: Resolving Disputes between "Supervised Entities" and Legal Claims by Customers and Other Stakeholders against "Supervised Entities" and Vice Versa

Article 35: a) Legal disputes between "Supervised Entities" with each other, with their customers, and with other related parties, that are relevant to the activities specified in the articles of association of the "Supervised Entities," shall be handled by special branches dedicated to resolving banking disputes. These special branches for resolving banking disputes shall be established using the existing resources and human resources of the Judiciary and within its available facilities in provincial capitals and densely populated cities. The special branches for resolving banking disputes include both primary and appellate branches. 121 <!-- page 122 --> The Central Bank Law of the Islamic Republic of Iran b) With the approval of the Supreme Board, the Central Bank may introduce experts to the Head of the Judiciary to provide advice to the judges of the special branches for resolving banking disputes. These experts shall be introduced to the special branches for resolving banking disputes through the provincial judiciary heads. Judges of these special branches shall seek the opinion of the expert or experts introduced to the branch before issuing a verdict. If their ruling contradicts the experts' opinion, they shall explicitly state the reasons for rejecting the expert opinion in their ruling. c) The special branches for resolving banking disputes are subject to relevant laws regarding legal procedures and litigation costs. d) The remunerations of the experts mentioned in this article shall be determined by the Supreme Board and paid from the Central Bank budget. 122 <!-- page 123 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank e) The experts mentioned in clause (b) of this article shall not have any ownership, managerial, or advisory relationship with the "Supervised Entity" which is a party to the dispute. f) "Supervised Entities" subject to the Securities and Exchange Market Act of the Islamic Republic of Iran, enacted on 01/09/1384 [November 22, 2005] shall refer to the arbitration board specified in

Article (36) of the said law to resolve their disputes and file claims. Section Three: Prosecution of Monetary and Banking Crimes

Article 36: The Special Prosecutor Office for Monetary and Banking Crimes shall investigate all crimes stipulated in this law upon complaint by the Central Bank or other persons. Other crimes that have the title or content of monetary and banking crimes in other laws are also subject to this provision. 123 <!-- page 124 --> The Central Bank Law of the Islamic Republic of Iran

Article 37 a) Conducting any banking operations, providing various types of banking services, exchange, leasing, and similar activities, as well as establishing and registering "Supervised Entities," creating branches, counters, or representatives, and any activity within the payment system, is permitted only with authorization from the Central Bank and within the framework of the regulations approved by the Supreme Board, in accordance with the Law on the Amendment of Articles (1) and (7) of the Law on the Implementation of General Policies of Principle Forty-Four (44) of the Constitution, dated 15/11/1399 [February 3, 2021], and the Law on Facilitating the Issuance of Business Licenses, dated 24/12/1400 [March 15, 2022]. Furthermore, conducting banking operations and providing banking services through internet platforms, mobile applications, and 124 <!-- page 125 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank similar methods, except for cases exempted by the Supreme Board, shall require authorization from the Central Bank. Engaging in the activities mentioned in this article without obtaining authorization is considered a crime. The Central Bank shall publicly announce the names and information of all authorized "Supervised Entities" through appropriate means, including posting on its website, and notify the Police Command of the Islamic Republic of Iran and the Judiciary. The Police Command, as a judicial officer, shall stop the activities of natural or legal persons engaged in the mentioned activities without being listed in the Central Bank announcement, with no need for a judicial order. The Ministry of Intelligence and the Police Command of the Islamic Republic of Iran shall immediately report in writing to the Central Bank Vice-governor of Regulation and Supervision and the provincial prosecutor any activities mentioned in the beginning of this clause by natural or legal persons without obtaining authorization from 125 <!-- page 126 --> The Central Bank Law of the Islamic Republic of Iran the Central Bank. The activities of small Qard-al-Hasan [interest-free loan] funds that operate without formal registration, legal personality, public announcements, or advertisements, such as family Qard-al-Hasan funds, shall not require authorization from the Central Bank. The Central Bank shall identify such cases based on the aforementioned criteria. b) The Central Bank shall file lawsuits with the Special Prosecutor's Office for Monetary and Banking Crimes against persons who engage in activities requiring authorization from the Central Bank without obtaining such authorization. c) Persons who engage in the activities mentioned in Clause (a) of this Article without obtaining authorization from the Central Bank shall be penalized as mentioned below: 1. If the offender is a natural person, they shall repay the amounts that required authorization from the Central Bank 126 <!-- page 127 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank and pay a fine up to twice the amounts received. Moreover, they shall be sentenced to penalties of the fifth or sixth degree as stipulated in Article (19) of the Islamic Penal Code. 2. If the criminal activities specified in Clause (a) of this Article have been committed by creating a legal entity, that legal entity shall be dissolved. Besides, the members of the Board of Directors, the Executive Board, managers, and influential shareholders of the legal entity shall be sentenced to penalties of the fifth or sixth degree as stipulated in Article (19) of the Islamic Penal Code. These individuals will have joint liability for damages incurred by third parties. Crimes mentioned in this article are considered monetary and banking crimes. d) The Judiciary shall establish special branches in the prosecutor office and courts to deal with monetary and 127 <!-- page 128 --> The Central Bank Law of the Islamic Republic of Iran banking crimes. These special branches shall prioritize and expedite the handling of complaints filed by the Central Bank, considering the necessary significant factors. Article 38: Providing any service to persons who engage in the activities mentioned in Clause "a" of

Article (37) of this law without authorization from the Central Bank is prohibited. Additionally, the conscious use of services by all natural and legal persons, including governmental and non-governmental public entities, from those who engage in the activities mentioned in Clause "a" of Article (37) without authorization is prohibited. The natural person, or the legal representative or attorney of the legal person committing the violation, shall be sentenced to one or more of the sixth-degree penalties as stipulated in

Article (19) of the Islamic Penal Code. Note: The term "service" in this Article refers to any service that enables the 128 <!-- page 129 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank continuation of the illegal activities of the aforementioned persons in the monetary and banking sector.

Article 39 a) It is prohibited to publish any kind of advertisement, announcement, or promotional activity through any type of media (governmental, private, domestic, or foreign), including electronic and nonelectronic, visual or audio publications and press in favor of persons who engage in the activities mentioned in Clause "a" of Article (37) without obtaining authorization from the Central Bank. Media outlets violating this provision shall be fined up to ten times the revenue generated from the advertisement or the maximum fine of the third degree as stipulated in Article (19) of the Islamic Penal Code, whichever is higher. b) The Central Bank shall monitor the content of advertisements related to licensed "Supervised Entities." All media 129 <!-- page 130 --> The Central Bank Law of the Islamic Republic of Iran outlets and natural and legal persons responsible for advertising shall cease the specified advertisements immediately upon written notification from the Central Bank. Media outlets violating this provision shall be fined up to ten times the revenue generated from the advertisement or the maximum fine of the third degree as stipulated in Article (19) of the Islamic Penal Code, whichever is higher. For violations by governmental media or those affiliated with executive bodies, the highest responsible official (as determined by the court) shall be sentenced to dismissal from government services for one to five years. The execution of the provisions of this article shall comply with Principle Fifty-Seven (57), One Hundred and Ten (110), and One Hundred and Sixty-Eight (168) of the Constitution of the Islamic Republic of Iran.

Article 40: The dissemination of false information 130 <!-- page 131 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank regarding "Supervised Entities" by media or other persons with the intent to harm others or disturb the public mind shall be considered a crime and subject to the penalties stipulated in Article (698) of the Fifth Book of the Islamic Penal Code (Discretionary Punishments and Preventive Measures) enacted on 02/03/1375 [May 22, 1996] with subsequent amendments and additions. Additionally, the perpetrator, upon the complaint of the affected "Supervised Entity," shall be sentenced to compensate for the material and moral damages inflicted.

Article 41: Serving as a member of the Board of Directors or the Executive Board of "Supervised Entities" without obtaining general and professional qualification approval from the Central Bank is prohibited and considered an unlawful appropriation of public funds and assets. The individuals mentioned, as well as the significant shareholders of the "Supervised Entities" subject to Article (1) of the Law on the 131 <!-- page 132 --> The Central Bank Law of the Islamic Republic of Iran Amendment of the Law on the Implementation of General Policies of Principle Forty-Four (44) of the Constitution enacted on 22/03/1397 [June 12, 2018], whose qualifications have not been approved by the Central Bank, shall be subject to the relevant legal penalties and a fine of up to one billion (1,000,000,000) Rials for each day of violation.

Article 42: a) The Central Bank shall report suspected cases of money laundering, along with related information, to the Financial Intelligence Unit (FIU) of the Ministry of Economic Affairs and Finance. Having received confirmation from the FIU, the Central Bank shall proceed to freeze the accounts of the persons suspected of money laundering and restrict their access to banking services. The FIU shall confirm or reject the Central Bank report based on its internal procedures within a maximum of two working days. Persons whose accounts are frozen under this 132 <!-- page 133 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank clause may submit their objections to the Central Bank. The objection shall be reviewed within a maximum of three working days from the date of registration of the objection by a council comprising a representative of the Attorney General, a representative of the Governor, and a representative of the head of the FIU. If the evidence provided is deemed sufficient by the majority of the council members, the Central Bank shall lift the account freeze and remove the imposed restrictions. Otherwise, the applicant's case shall be referred to the Special Prosecutor Office for Monetary and Banking Crimes. The Special Prosecutor's Office for Monetary and Banking Crimes shall decide within a maximum of one week on whether to continue or lift the account freeze and other imposed restrictions. The provisions of this clause do not negate the duties and powers of the FIU as stipulated in the Anti-Money Laundering Law enacted on 02/11/1386 [January 22, 2008]. The Central Bank shall lift the 133 <!-- page 134 --> The Central Bank Law of the Islamic Republic of Iran account freeze if no decision is made within the specified time frame by the council or the prosecutor office. The members of the working group shall be trusted and reliable, possessing sufficient expertise and experience. b) The Governor shall send the names of persons suspected of disrupting the monetary, foreign exchange, or precious metals markets, based on the information available in the Central Bank sovereign systems, to the Attorney General. Having received the Attorney General's confirmation, the Governor shall communicate this list to all "Supervised Entities." Providing any service by "Supervised Entities" to persons listed under this clause is considered a crime and is punishable by at least one of the fourth-degree discretionary punishments specified in Article (19) of the Islamic Penal Code. The cases of these persons will be simultaneously referred by the Attorney General to the Special Prosecutor Office for Monetary and Banking Crimes. 134 <!-- page 135 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank The Special Prosecutor Office shall decide within one week whether to continue or lift the imposed restrictions. If the prosecutor office does not decide on the continuation or lifting of the restrictions, the Central Bank shall lift the imposed restrictions. Note: The term "service" in this article refers to any service that enables the continuation of the illegal activities of the mentioned persons in the monetary and banking sector. c) The Central Bank may deduct the confirmed debts of natural and legal persons to credit institutions that are at least two months past due, and whose final status has been confirmed by the Primary Banking Dispute Resolution Board, from the funds these persons keep in other credit institutions, and credit the account of the creditor institution. Additionally, in cases where the Central Bank determines and the 135 <!-- page 136 --> The Central Bank Law of the Islamic Republic of Iran head of the Primary Banking Dispute Resolution Board confirms that the funds in a third party's account belong to the debtor, the Central Bank shall, upon the request of the creditor institution, freeze the said account's balance up to the confirmed debt amount and simultaneously refer the case to the Banking Dispute Resolution Board that issued the freeze order. The maximum freeze period is one month, or two, if appealed and referred to the Appellate Board. If no final ruling confirming the ownership of the funds in question by the debtor is issued within the specified periods, the Central Bank shall lift the account freeze. If the debtor denies that the funds deducted from their account at other credit institutions by the Central Bank belong to them, they may file an objection with the Central Bank Disciplinary Committee. If the committee rules in favor of the debtor, the creditor institution shall immediately refund the deducted amounts to the debtor's account upon the ruling of the 136 <!-- page 137 --> Chapter Five: Enhancing the Supervisory Capacity of the Central Bank committee in favor of the debtor. 137 <!-- page 138 --> 138 <!-- page 139 --> Chapter Six: Implementation of Monetary and Foreign Exchange Policies

Article 43: The Central Bank may use various monetary and foreign exchange policy instruments approved by the Supreme Board within the framework of existing laws to achieve the objectives of its monetary and foreign exchange policies. The design and use of monetary policy instruments shall be approved by the Sharia Council in terms of compliance with Sharia rulings.

Article 44: a) The exchange rate system of the country is "managed floating," and the goal mentioned in part (4) of Clause (b) of 139 <!-- page 140 --> The Central Bank Law of the Islamic Republic of Iran

Article (3) of this law shall be pursued within this exchange rate system, taking into consideration the competitiveness of the national economy and strengthening domestic production. The Central Bank shall manage the foreign exchange market in such a way that maintains the real value of the national currency and reduces exchange rate fluctuations. To achieve its foreign exchange policies, the Central Bank may intervene in the foreign exchange market by buying or selling foreign currency or foreign currency-based financial instruments. Any purchase and sale of foreign currency, gold, and related financial instruments by the Central Bank shall be at the market rate approved by the Central Bank or within a specified range, as determined by the Supreme Board. b) The Central Bank may purchase foreign currencies supplied by the government and executive bodies subject to Article (5) of the Civil Service Management Law 140 <!-- page 141 --> Chapter Six: Implementation of Monetary and … or undertake their sale as an agent. c) In cases where the Central Bank purchases foreign currency belonging to the government or executive bodies, it shall not pay the equivalent in rials before receiving the actual foreign currency. Acceptance and agency for the purchase or sale of government-owned foreign currencies by credit institutions are permissible within the framework of the Supreme Board resolutions. d) When the Central Bank acts as an agent for the sale of foreign currencies belonging to the government or executive bodies, it shall refrain from selling the foreign currencies before receiving them. e) The Central Bank shall manage its foreign currency reserves. The Supreme Board shall determine the rules governing the amount, composition, and quality of maintaining foreign currency reserves in a way that does not conflict with the Central Bank objectives and 141 <!-- page 142 --> The Central Bank Law of the Islamic Republic of Iran ensures that the foreign currency portfolio held by the Central Bank has the highest possible security, liquidity, and return, and the lowest risk, considering the national conditions and requirements. f) In compliance with relevant laws, the permissible methods for the Central Bank to manage foreign exchange reserves are as follows: 1. Buying and selling foreign currency and currency-based securities. 2. Receiving or providing foreign currency loans. 3. Buying and selling bullion, minted gold, and other precious metals. 4. Buying and selling treasury bills and other securities issued or guaranteed by foreign governments or international institutions. 5. Opening and maintaining accounts with international financial institutions, central banks, and foreign credit institutions. 142 <!-- page 143 --> Chapter Six: Implementation of Monetary and … 6. Opening accounts for international financial institutions, central banks, and foreign credit institutions. 7. Using other methods approved by the Supreme Board. g) While adhering to the general policies of the Islamic Republic System and laws approved by the Islamic Consultative Assembly, the Central Bank shall provide the necessary conditions for the conclusion of bilateral or multilateral monetary agreements with the aim of increasing the resilience of the national economy. h) Having been approved by the Supreme Board, regulations governing the issuance of currency-based financial instruments and currency derivatives shall be issued by the Central Bank and simultaneously sent to the Securities and Exchange Supreme Board. These regulations are binding for all relevant parties, including the authorities, selfregulatory organizations, financial 143 <!-- page 144 --> The Central Bank Law of the Islamic Republic of Iran institutions, issuers, and other participants in the securities market. The financial instruments mentioned in this clause may be traded within the framework of the resolutions of the Securities and Exchange Supreme Board and the rules announced by the Securities and Exchange Organization. 144 <!-- page 145 --> Chapter Seven: The Financial Relationship between the Central Bank and Credit Institutions

Article 45: a) The Supreme Board shall decide on the daily and weekly overdraft limits for each credit institution to settle accounts with the Central Bank or other credit institutions, considering the monetary and regulatory policies of the Central Bank and the financial status of the credit institution. b) In case the amount of overdraft by a credit institution from the Central Bank resources exceeds the daily limit for four consecutive working days or the weekly limit for four consecutive weeks, the 145 <!-- page 146 --> The Central Bank Law of the Islamic Republic of Iran Vice-governor of Regulation and Supervision shall notify the credit institution and the Governor immediately and present the issue at the first regular or extraordinary meeting of the Supreme Board. Having heard the report from the Vice-governor of Regulation and Supervision, the Supreme Board may either approve the credit institution's request for emergency loans or mandate the Governor to appoint a Conservator for the concerned credit institution. In cases where the Supreme Board mandates the Governor to appoint a Conservator for the credit institution based on this clause, the provision stated in Article (34) of this law shall not apply. c) The maturity of the emergency loans mentioned in clause "b" of this article is a maximum of thirty days. d) If the Supreme Board approves the provision of emergency loans, the Vicegovernor of Regulation and Supervision 146 <!-- page 147 --> Chapter Seven: The Financial Relationship between the … shall demand a recovery plan from the requesting credit institution and, if necessary, appoint an on-site supervisor at the institution to ensure compliance. e) The Vice-governor of Regulation and Supervision shall provide a report on the status of the concerned credit institution to the Governor and the Supreme Board before the expiration of the emergency loan period for decision-making. Having heard the report from the Vice-governor of Regulation and Supervision, the Supreme Board may extend the loans mentioned in this clause for the first time with a two-thirds majority vote and for the second time with a three-fourths majority vote. Further extensions beyond two times are not permitted.

Article 46: The Central Bank is authorized to grant short-term loans to credit institutions in exchange for securities issued or guaranteed by the government or the Central Bank. The 147 <!-- page 148 --> The Central Bank Law of the Islamic Republic of Iran maximum duration for the loans mentioned in this Article is ninety days, and subject to extension. Note: To achieve the goal mentioned in part (2) of Clause (b) of Article (3) of this law, credit institutions are required to always maintain liquid or near-liquid assets (easily sellable), such as securities issued or guaranteed by the government or the Central Bank, and other assets that are considered nearliquid (easily sellable) with the approval of the Supreme Board, on their balance sheets. If the ratio of liquid or nearliquid assets of a credit institution to its total assets falls below the level determined by the Supreme Board, the Vice-governor of Regulation and Supervision shall issue a warning to the credit institution and initiate the preventive measures mentioned in

Article (28) of this law.

Article 47: 148 <!-- page 149 --> Chapter Seven: The Financial Relationship between the … a) Upon the recommendation of the monetary and foreign exchange policy council and the approval of the Supreme Board, the Central Bank shall support credit institutions that effectively engage in financing development projects, activating supply chains, expanding infrastructure, developing knowledge and technology, creating employment, developing housing production infrastructure, and increasing exports, in accordance with upstream documents governing the national economic development policies, through the provision of long-term loans and credit lines. The proposal for granting loans and credit lines under this Article may only be discussed in special monetary and foreign exchange policy meetings attended by the Governor, the Minister of Economic Affairs and Finance, and the Head of the Plan and Budget Organization, and its approval requires the consent of two-thirds of the members of the Supreme Board. 149 <!-- page 150 --> The Central Bank Law of the Islamic Republic of Iran b) In addition to securities issued or guaranteed by the government or the Central Bank, the Central Bank may accept other assets of the credit institution or projects financed by the credit institution under this Article, provided that the projects may be valued and collateralized in proportion to their progress, as collateral for the loans or credit lines under this article, subject to the approval of the Supreme Board. The Supreme Board shall consider the Governor's reports on the performance of the credit institution as mentioned in parts (3) and (4) of Clause (b) of Article (10) of this law while reviewing the credit institution's request. c) The interest rate on the loans and credit lines under this article shall be determined based on the proposal of the Monetary and Foreign exchange Policy Council and the approval of the Supreme Board, considering the Governor's report on the performance of the credit institution as mentioned in parts (3) and 150 <!-- page 151 --> Chapter Seven: The Financial Relationship between the … (4) of Clause (b) of Article (10) of this law, and the degree of alignment of the credit institution with the objectives and policies of the Central Bank. d) If the regulatory and prudential indicators of the credit institution are within acceptable limits based on the Governor's report as mentioned in part (3) of Clause (b) of Article (10) of this law, the Supreme Board may exempt the credit institution from some of the regulatory or prudential guidelines in relation to financing the projects mentioned in Clause (a) of this article. 151 <!-- page 152 --> 152 <!-- page 153 --> Chapter Eight: Relations between the Central Bank and the Government and the Islamic Consultative Assembly

Article 48: The Central Bank shall carry out the following tasks upon the request of the Minister of Economic Affairs and Finance and within the framework of the regulations approved by the Supreme Board: a) Concluding payment agreements in the execution of monetary, financial, commercial, and transportation contracts between the government and other countries, which have been concluded in accordance with Principles 77 and 125 of the Constitution of the Islamic Republic of Iran. 153 <!-- page 154 --> The Central Bank Law of the Islamic Republic of Iran b) Issuing securities denominated in Rial or foreign currencies in both domestic and international markets on behalf of the government. Note 1: The implementation of this Article shall not create financial obligations for the Central Bank. Note 2: The Central Bank shall not directly or indirectly purchase securities issued or guaranteed by the government or state-owned companies in the primary market.

Article 49: a) All bank accounts, both in domestic and foreign currencies, of the government and the entities specified in Article 29 of the Law on the Sixth Five-Year Economic, Social, and Cultural Development Plan of the Islamic Republic of Iran, approved on 154 <!-- page 155 --> Chapter Eight: Relations between the Central Bank and the … 14/12/1395 [March 4, 2017], and its exceptions, shall only be opened and maintained through the General Treasury and with the Central Bank. These entities shall conduct all their receipts (whether sourced from the public budget, special budget, or other sources) and expenditures exclusively through accounts opened with the Central Bank. b) The government and all entities mentioned in Clause (a) of this Article shall report the latest status of their receivables, debts, and foreign obligations to the Central Bank in accordance with the regulations approved by the Supreme Board. The Central Bank awareness of the foreign debts of the government or entities does not imply any guarantee or repayment obligation by the Central Bank. c) The Governor shall include the latest status of the government’s and executive entities' receivables, debts, and foreign 155 <!-- page 156 --> The Central Bank Law of the Islamic Republic of Iran obligations in the report specified in part (5) of Clause (b) of Article (10) of this law, and provide necessary recommendations to the officials mentioned in the final paragraph of that article.

Article 50: a) The Central Bank may, in compliance with Principles 52 and 53 of the Constitution of the Islamic Republic of Iran, advance funds to the government or purchase marketable financial securities issued by the Treasury with a maturity date no later than the end of the same year in the primary market. The government shall settle the advanced funds by the end of the same year. b) The total outstanding balance of government advances or short-term government securities purchased in the primary market (as per Clause (a) of this article) in the first year of the implementation of this law shall not 156 <!-- page 157 --> Chapter Eight: Relations between the Central Bank and the … exceed three percent (3%) of the approved public budget of the government for that year. This ceiling shall decrease by half a percentage point (0.5%) annually from the second year onwards until it reaches a maximum of one percent (1%). c) In the event of non-settlement of the advanced funds by the deadline specified in Clause (a) of this article, the Central Bank shall refrain from providing any new advances to the government.

Article 51: The Governor of the Central Bank is the representative of the Islamic Republic of Iran in the International Monetary Fund (IMF) and other international monetary institutions. All duties and powers granted to the Bank Melli Iran under the Law Authorizing the Participation of the Government of Iran in the Regulations of the Conference Held at Bretton Woods Regarding the Establishment of the Fund and the International Bank, dated 157 <!-- page 158 --> The Central Bank Law of the Islamic Republic of Iran 6/10/1324[December 27, 1945], are hereby transferred to the Central Bank, to be carried out in compliance with laws and Islamic principles.

Article 52: a) The government shall consult with the Central Bank in drafting bills, approvals, and economic and financial plans, including foreign exchange operations, budgeting, public sector financing from domestic and foreign sources, and their guarantees. b) The Governor of the Central Bank may attend the Cabinet meetings without voting rights. c) The Central Bank shall provide its expert opinions to the Islamic Consultative Assembly on bills and proposals that affect the general level of prices, the value of the national currency, and the state of the banking system. d) The Governor shall communicate the 158 <!-- page 159 --> Chapter Eight: Relations between the Central Bank and the … views of the Supreme Board on the impact of the government's proposed bills to the Islamic Consultative Assembly, including the five-year development plans and annual budget bills, on each of the objectives mentioned in Clause (B) of Article (3) of this law in writing to the President. The Central Bank opinions in this regard will be attached to the relevant bill and sent to the Islamic Consultative Assembly. The Governor shall also communicate the Supreme Board views on the impact of the proposals and drafts of parliament members on the objectives mentioned in Clause (b) of Article (3) of this law in writing to the Speaker of the Islamic Consultative Assembly.

Article 53: a) The Governor shall present a written report on the performance and plans of the Central Bank in Ordibehesht [May] and Aban [November] each year to the Speaker and members of the Islamic 159 <!-- page 160 --> The Central Bank Law of the Islamic Republic of Iran Consultative Assembly. This report should include monetary, foreign exchange, and credit policies, banking supervision, economic developments, reasons for any deviation in inflation rates and other target variables from the forecasts presented in the previous report, the performance of the Central Bank and the national Banking System in supporting production, employment, and economic growth, and the soundness and stability of the banking system. The report shall be approved by the Supreme Board and non-confidential sections shall be published for public information. b) The Governor shall attend the Assembly to elaborate on the report mentioned in Clause (A) of this article upon request from the Presidium of the Islamic Consultative Assembly. 160 <!-- page 161 --> Chapter Nine: Media and Information Policies

Article 54: a) The Central Bank shall utilize appropriate communication tools to manage expectations and achieve the objectives set forth in Article 3 of this law. The media and information policies of the Central Bank shall be proposed by the Governor and approved by the Supreme Board. The Governor shall announce the policies and positions of the Central Bank within the framework of the approved media and information policies. b) The Central Bank shall publish economic statistics and banking system information for the public at least once a month, within the framework of 161 <!-- page 162 --> The Central Bank Law of the Islamic Republic of Iran regulations approved by the Supreme Board. c) The Central Bank shall publish the financial statements and performance indicators of the "supervised entities" for public access at specified intervals, within the framework of regulations approved by the Supreme Board. d) After being audited by the Supervisory Board and approved by the General Assembly of the Central Bank, the financial statements of the Central Bank shall be published for public access at least once a year, while observing confidentiality rules. Note: Items that may not be published shall be determined based on the rules and procedures mentioned in Article 11 of this law. 162 <!-- page 163 --> Chapter Ten: Legal Personality and Capital

Article 55: a) The Central Bank has an independent legal and financial personality and is managed according to the provisions of this law and, where this law is silent, according to other applicable laws. b) The main headquarters of the Central Bank are located in Tehran. The Central Bank may, with the approval of the Supreme Board, establish branches or representative offices inside and outside the country or grant representation to natural or legal persons for nonsovereign tasks that the Supreme Board deems delegable and outsourceable. c) The fiscal year of the Central Bank shall start at the beginning of Farvardin 163 <!-- page 164 --> The Central Bank Law of the Islamic Republic of Iran [March 20] each year and ends at the end of Esfand [March 19] of the same year. d) The dissolution of the Central Bank is only possible by law.

Article 56: a) The capital of the Central Bank is comprised of paid-in capital, legal reserves, revaluation surpluses from net foreign assets, and other precautionary reserves. The assets of the Central Bank may not be transferred, pledged, or confiscated to fulfill government obligations. b) The Central Bank shall allocate fifty percent (50%) of its net pre-tax profit to the legal reserve account annually. The remaining amount, after deducting a portion of the profit for the precautionary reserve as proposed by the Governor and approved by the General Assembly, and after implementing the provision stated in Note 2 of Article 29 of this law, shall be paid to the 164 <!-- page 165 --> Chapter Ten: Legal Personality and Capital government. Payment of profit to the government by the Central Bank before the approval of the Central Bank financial statements and before implementing the aforementioned Note is prohibited. Additionally, fifty percent (50%) of the balance of the legal reserve account shall be used to increase the capital of the Central Bank every three years. c) If the Central Bank incurs a loss as a result of its operations during the fiscal year, such loss shall be covered from the legal reserve account. If the amount in the legal reserve account is insufficient to cover the entire loss, the government shall provide the Central Bank with government securities (a government debt instrument to the Central Bank) to cover the deficit within thirty days from the approval of the financial statements by the General Assembly of the Central Bank. Note 1: The securities provided under this 165 <!-- page 166 --> The Central Bank Law of the Islamic Republic of Iran Article may not be offered in the market or transferred to others, and in the event of profitability of the Central Bank in subsequent years, they shall be returned to the government proportionally. Note 2: The securities provided under this Article and the securities provided under Clause "C" of Article 57 of this law are exempt from the limits and regulations related to the issuance of government securities in the development plan laws and annual budgets.

Article 57: a) Annual changes in the net value of the Central Bank international reserves, including gold, Special Drawing Rights (SDRs), foreign currency, or other foreign assets of the Central Bank, shall be recorded in the "Central Bank Foreign Assets and Liabilities Revaluation 166 <!-- page 167 --> Chapter Ten: Legal Personality and Capital Account" in terms of Rial. b) If the revaluation account of the Central Bank foreign assets and liabilities has a credit balance, this balance cannot be withdrawn and is transferred to the Central Bank legal reserve account at the end of the fiscal year. c) If the Central Bank incurs a loss due to changes in the value of its foreign assets and liabilities in terms of Rial during the reporting period and the balance of the revaluation account is insufficient to cover the loss, the remaining loss shall be covered from the legal reserve account. If the balance of the legal reserve account is also insufficient to cover the loss, the government shall provide government securities (a government debt instrument to the Central Bank) to cover the remaining loss within thirty days of the approval of the Central Bank financial statements by the General Assembly. These securities shall be returned to the government in subsequent years in the 167 <!-- page 168 --> The Central Bank Law of the Islamic Republic of Iran event of an increase in the balance of the Central Bank revaluation or legal reserve accounts. d) The balance of the Central Bank foreign assets and liabilities revaluation account shall not be considered as realized profit and subject to tax. 168 <!-- page 169 --> Chapter Eleven: Currency and Payment System

Article 58: a) The unit of currency of the Islamic Republic of Iran is the Rial. b) The Central Bank shall hold the exclusive right to issue the national official currency. c) The issuance of banknotes, coins, and other forms of official currency of the Islamic Republic of Iran by the Central Bank shall be in accordance with the regulations approved by the Supreme Board. d) Only the official currency that is in circulation on the date of enactment of this law or is issued according to the law shall have legal tender status and be valid at face value. 169 <!-- page 170 --> The Central Bank Law of the Islamic Republic of Iran e) Settlement of any debt or liability is only possible with the national official currency, unless the law specifies otherwise or an arrangement between debtor and creditor is agreed upon in compliance with regulations. f) The settlement of transactions between credit institutions within the Banking System of the country is exclusively vested in the Central Bank. g) The amount, physical specifications, and technical specifications of various forms of official currencies of the Islamic Republic of Iran shall be determined by the proposal of the Governor and the approval of the Supreme Board. h) Banknotes issued by the Central Bank shall be valid with the signatures of the Governor and the Minister of Economic Affairs and Finance. i) The Supreme Board shall determine the conditions and procedures for replacing banknotes, coins, and other forms of official currency of the Islamic Republic 170 <!-- page 171 --> Chapter Eleven: Currency and Payment System of Iran with those being withdrawn from circulation. The equivalent value of the banknotes, coins, and other forms of currency whose owners did not apply to exchange them within the specified period shall be considered as the Central Bank revenue. j) The Central Bank obligation towards the banknotes, coins, and other forms of official currency issued or created by the Central Bank shall remain limited to the payment by the national legal tender. k) Counterfeit or forged banknotes and coins discovered throughout the country shall be handed over to the Central Bank for destruction. l) All material and intellectual property rights related to various forms of official currencies issued or created by the Central Bank shall belong to the Central Bank. Any commercial advertising on banknotes and coins or the use of their designs and specifications for commercial purposes is prohibited and 171 <!-- page 172 --> The Central Bank Law of the Islamic Republic of Iran subject to the penalties of the sixth degree as specified in Article 19 of the Islamic Penal Code, from the date of implementation of this law.

Article 59: The exclusive responsibility for issuing the necessary regulations in the field of payment systems, modern financial technologies related to payment instruments and cryptocurrencies, as well as institutions active in these areas, lies with the Central Bank. Institutions operating in the mentioned fields are considered "Supervised Entities" of the Central Bank, and their establishment and activities are subject to obtaining a license from the Central Bank. Additionally, these institutions shall provide all their information, statistics, and documents to the Central Bank in the manner specified by the Central Bank upon request. 172 <!-- page 173 --> Chapter Twelve: Conflict of Interest Management in the Central Bank and the National Banking System

Article 60: Members of the General Assembly, the Supreme Board and its specialized councils, the Executive Board, the Supervisory Board, the Sharia Council, the Disciplinary Board, managers, and other key employees of the Central Bank, as determined by the Supervisory Board, are subject to the following provisions: a) They shall complete a "Conflict of Interest Disclosure Form" and submit it to the Chairman of the Supervisory Board at the beginning and end of their term of responsibility. The Chairman of 173 <!-- page 174 --> The Central Bank Law of the Islamic Republic of Iran the Supervisory Board shall send the completed forms to the Head of the Judiciary. The following information shall be included in the Conflict-of-Interest Disclosure Form: 1. A list of the assets of themselves, their spouse, and their children at the start of their responsibility at the Central Bank. 2. Economic, financial, and commercial activities, as well as full-time or parttime jobs of themselves, their spouse, and their children over the past five years. b) If performing the assigned tasks and participation in meetings and voting are related to the interests of the individual or their first degree relatives in any way, they shall inform the Chairman of the Supervisory Board in writing in advance. c) Individuals mentioned at the beginning of this Article, who are required by law to serve full-time in the Central Bank, are 174 <!-- page 175 --> Chapter Twelve: Conflict of Interest Management in the … not allowed to hold any other executive or non-executive positions, whether managerial, expert, or advisory, in the public or private sectors simultaneously. This prohibition does not include exceptions listed under Principle 141 of the Constitution of the Islamic Republic of Iran. d) The individuals mentioned in this Article, along with their spouses and children, shall not be significant shareholders, board members, executive board members, or advisors of "supervised entities." e) If the parents, grandfathers, grandmothers, sons and daughters-in-law, grandchildren, brothers, or sisters of the individuals mentioned at the beginning of this Article have managerial or advisory ties with one of the "supervised entities" or are significant shareholders of such entity, that individual shall inform the Chairman of the Supervisory Board in writing. 175 <!-- page 176 --> The Central Bank Law of the Islamic Republic of Iran f) Permanent or temporary employment or providing any service to "supervised entities" by members of the Supreme Board, the Executive Board, and the disciplinary boards is prohibited for three years after the termination of membership. This prohibition lasts two years for other individuals mentioned in this Article. If they do not receive salaries from another source or retirement benefits, the Central Bank shall pay them an amount equal to their average salary during their final year of service. Receiving salaries from another source is considered a crime, and the offender shall be fined five times the amounts received from the Central Bank upon termination of their tenure. Note: Managers and employees of other supervisory bodies who, according to the Supervisory Board, have had direct contact with "supervised entities" during the last three years before retirement or termination of service are 176 <!-- page 177 --> Chapter Twelve: Conflict of Interest Management in the … not allowed to establish any working relationship, whether managerial, advisory, or similar, with those entities for three years. Violators shall be subject to all or part of the fourth degree penalties under Article 19 of the Islamic Penal Code. g) If it is revealed that the individuals mentioned in this Article have cooperated with "supervised entities" while holding responsibilities at the Central Bank or during the prohibition period after the termination of their responsibilities, they shall repay all salaries and benefits received during their responsibilities and prohibition period and shall be subject to fourth degree penalties under Article 19 of the Islamic Penal Code. h) Regulations regarding financial relationships (such as deposits, loans, guarantees, and opening letters of credit) between the individuals mentioned in this Article, their spouses, and their 177 <!-- page 178 --> The Central Bank Law of the Islamic Republic of Iran children and the companies where these individuals, their spouses, or their children are managers or significant shareholders with "supervised entities" shall be prepared by the Governor and approved by the General Assembly. i) The individuals mentioned in this article shall comply with the regulations stated in paragraph "h" and report any financial relationships of themselves, their spouses, and their children with "supervised entities" and any financial relationships of companies where they, their spouses, or their children are managers or significant shareholders with "supervised entities" that exceed an amount determined annually by the Supervisory Board. Failure to report these relationships, if known to these individuals, is considered a crime, and the perpetrator shall be subject to sixth degree penalties under Article 19 of the Islamic Penal Code. j) Whenever the Supervisory Board detects 178 <!-- page 179 --> Chapter Twelve: Conflict of Interest Management in the … a violation of the provisions in paragraphs "a" to "e" of this Article, the offender shall be fined five times the amount of the salary and benefits received since the time the violation occurred. 179 <!-- page 180 --> 180 <!-- page 181 --> Chapter Thirteen: Other Provisions

Article 61: Any lawsuit arising from actions taken by the Central Bank within the scope of its legal authority may not be filed against the employees of the Central Bank; rather, it shall be filed against the Central Bank itself. If a judicial authority determines that the Central Bank supervisory actions were outside the scope of the laws and regulations and caused damage to "supervised entities" or third parties, the Central Bank shall be responsible for compensating the damages. If a judicial authority decides that the damage to "supervised entities" or third parties is due to the fault of the Central Bank managers or employees, the claim against them shall be addressed through the Administrative 181 <!-- page 182 --> The Central Bank Law of the Islamic Republic of Iran Violations Board appropriate. or the judiciary as

Article 62: a) All ministries, governmental institutions and companies, including state-owned companies that require designation [to be subject to laws], public nongovernmental institutions, the Judiciary, the Real Estate Registration Organization of Iran, and the Police Command of the Islamic Republic of Iran shall cooperate with the Central Bank in enforcement of this law. These entities shall provide the information deemed necessary by the Supreme Board for the Central Bank to perform its duties while adhering to confidentiality laws and regulations. Failure to comply shall result in dismissal from service for a period of one to five years. It is mandatory to observe Principles 57 and 110 of the Constitution of the Islamic Republic of Iran while enforcing this provision. 182 <!-- page 183 --> Chapter Thirteen: Other Provisions b) "Supervised entities" shall provide the Central Bank with the information it requests in the framework determined by the Central Bank. Any member of the board of directors or executive board of a "supervised entity" who refuses to provide the requested information to the Central Bank shall be dismissed from their position and sentenced to a maximum of one year in prison. c) The Central Bank shall effectively provide other entities, including the Financial Intelligence Unit of the Ministry of Economic Affairs and Finance and the National Tax Administration with the information it is required by law to deliver to those entities. Refusal to comply with this provision by any manager or employee of the Central Bank shall result in dismissal from service for up to five years.

Article 63: It is prohibited for the Central Bank to 183 <!-- page 184 --> The Central Bank Law of the Islamic Republic of Iran perform the following actions: a) Guaranteeing the debts of the government, state-owned companies, public non-governmental institutions, or any other person, or granting them facilities, except in cases where this law permits. Note: Guaranteeing the foreign debts of the government, which have been created by approval from the Islamic Consultative Assembly, is permissible after obtaining sufficient collateral as determined by the Supreme Board. b) Granting facilities or lines of credit to credit institutions without obtaining sufficient collateral. c) Opening accounts and conducting banking operations for persons for whom account opening and conducting banking operations are prohibited by law or court order. 184 <!-- page 185 --> Chapter Thirteen: Other Provisions d) Engaging in economic and commercial activities solely for the purpose of making a profit, or refusing to perform legal duties solely because they incur financial or non-financial costs or losses.

Article 64: The provisions of this law apply to all "Supervised Entities," including private, cooperative, state, and public nongovernmental entities.

Article 65: The monetary fines specified in this law shall be adjusted by the Supreme Board at the end of Tir [July 21] each year in accordance with the Consumer Price Index announced by the Central Bank. Funds resulting from the imposition of monetary fines on delinquent "Supervised Entities" shall be deposited into the public revenue account. The government shall allocate an equivalent amount from the Treasury to the Deposit Guarantee Fund as predicted in the annual budget. The Central 185 <!-- page 186 --> The Central Bank Law of the Islamic Republic of Iran Bank shall submit an annual performance report of this Article, including the amount of adjusted fines and the funds resulting from the imposition of fines, to the Islamic Consultative Assembly by Mordad [July 22] each year.

Article 66: Any implicit amendment or modification of this law shall be done by explicitly referencing its specific identity code.

Article 67: a) This law amends the Monetary and Banking Law of the country, approved on 18/4/1351 [July 8, 1972], along with its subsequent amendments and additions. From the date this law comes into effect, Articles (1) to (17), subparagraphs "b", "c", and "d" of

Article (18), Articles (19) to (26), (39), (40), and (42) to (44) of the mentioned law are repealed. 186 <!-- page 187 --> Chapter Thirteen: Other Provisions All duties and powers previously assigned to the Money and credit Council by law shall be transferred to the Supreme Board. b) This law shall come into effect six months after its notification to the President. The Governor shall have the necessary executive regulations approved by the Supreme Board within this period. Regulations previously issued by the Central Bank shall remain in effect, provided that they are not deemed to conflict with the provisions of this law by the Governor. The above law, consisting of sixty-seven articles and forty notes, was approved in the public session of the Islamic Consultative Assembly on Tuesday, 30/03/1402 [June 20, 2023], and was deemed in alignment with the interests of the Islamic Republic System by the Expediency Discernment Council on 17/08/1402 [November 8, 2023], with the approval of Note (2) of Article (4) and the amendment of subparagraph "a" of Article (7) and Articles (18), (22), and (66). 187 <!-- page 188 --> The Central Bank Law of the Islamic Republic of Iran 188 <!-- page 189 --> Remaining Parts of Monetary and Banking Law (1972) As subject to Article 67 of the Central Bank Law 189 <!-- page 190 --> Section 2: Money and Credit Council

Article 18: A. The Money and Credit Council, for the purpose of studying and making decisions on the overall policies of the Central Bank of the Islamic Republic of Iran and overseeing monetary and banking matters in the country, is entrusted with the following duties: 1. Reviewing and approving the organization, budget, employment regulations, and internal regulations of the Central Bank of the Islamic Republic of Iran. 2. Reviewing and providing opinions on the balance sheet of the Central Bank of the Islamic Republic of Iran for submission to the General Assembly. 190 <!-- page 191 --> Articles retained from the Monetary and Banking Law As subject to Article 67 of the Central Bank Law 3. Reviewing and approving the regulations mentioned in this law 4. Providing opinions on banking, monetary, and credit issues in the country, as well as opinions on any bills related to loans or credit guarantees and any other matters referred to the Council by the government. 5. Giving advisory opinions and recommendations to the government on banking, monetary, and credit matters in the country, which in the opinion of the Council, will impact the economic situation, particularly in the national credit policy. 6. Providing opinions on any matter presented to the Council by the Governor of the Central Bank of the Islamic Republic of Iran within the scope of this law. B. The Council may invite qualified persons for consultation C. Council members and the invitees shall 191 <!-- page 192 --> The Central Bank Law of the Islamic Republic of Iran keep the Council information as confidential unless in cases where the law obliges them to testify or reveal the information. D. The Council members shall receive remunerations as suggested by the governor and approved by the General Assembly. E. Council members shall swear an oath before the General Assembly prior to the initiation of their service to remain extremely impartial and careful while conducting their duties in Money and Credit Council, observe the national interests in their decisions, and keep the information as highly confidential. 192 <!-- page 193 --> Part 2: Central Bank of the Islamic Republic of Iran (CBI) Chapter 4: General provisions

Article 27: A. All commitment documents issued by the Central Bank shall require two authorized signatures, except for those related to its internal affairs. B. The duration and method of retaining commercial documents and records of the Central Bank of the Islamic Republic of Iran, as well as the method of converting them to microfilm or similar formats, shall be determined by regulations that will be approved by the Money and Credit Council. Such microfilms and similar formats shall have the same legal standing as the original 193 <!-- page 194 --> The Central Bank Law of the Islamic Republic of Iran documents in courts even after the expiration of the periods specified in the regulations.

Article 28: The banknotes of the Central Bank of the Islamic Republic of Iran, as well as gold, silver, and other metal coins belonging to the Central Bank of the Islamic Republic of Iran, are exempt from customs duties, commercial profit taxes, and any other taxes and duties.

Article 29: Whenever the economic and foreign exchange interests of the country require it, the Central Bank of the Islamic Republic of Iran may, with the approval of the Board of Ministers, exempt exporters of one or more types of goods from fulfilling the foreign exchange commitment. 194 <!-- page 195 --> PART THREE-BANKING Chapter 1: Conditions Governing the Establishment of Banks

Article 30: a) Establishment of banks, engagement in banking operations, and the use of the word "Bank" in the title of credit institutions shall be authorized only in compliance with the provisions of this Act; b) Definition of the term "banking operations" shall rest with the Money and Credit Council; c. The establishment of a bank shall be subject to the approval of its Article of Association by the Money and Credit Council and issuance of a license from CBI; 195 <!-- page 196 --> The Central Bank Law of the Islamic Republic of Iran d. Company registration authorities may not act upon an application for registration of a bank in Iran unless the application is accompanied by the license issued by CBI and a certified copy of the relevant Articles of Association as approved by the Money and Credit Council; e. Any alteration in the Articles of Association of a bank shall require approval of the Money and Credit Council; f. The establishment and closure of branches, counters, or agencies by banks in or out of the country shall be subject to regulations to be approved by the Money and Credit Council. Note: Banks that have been established before the passage of, and whose Articles of Association do not comply with the provision of, this Act shall be required to modify their Articles of Association to comply with the 196 <!-- page 197 --> Articles retained from the Monetary and Banking Law As subject to Article 67 of the Central Bank Law provisions of this Act within one year of its passage and have the new Articles of Association approved by the Money and Credit Council.

Article 31: a) Banks may only be incorporated as public joint-stock companies with registered shares; b) The Managing Director, the Chairman of the Board of Directors, the majority of the members of the Executive Board, and the Board of Directors of Iranian banks shall be Iranian nationals; c) Any bank over 40 percent of whose capital belongs to natural persons of foreign nationality or foreign legal entities shall, for this Act, be regarded as a foreign bank and shall be registered as such. For this Article, any legal entity not having 75 percent of its capital owned by natural or legal persons of Iranian nationality shall be regarded as foreign; 197 <!-- page 198 --> The Central Bank Law of the Islamic Republic of Iran d) The limit on the contribution of foreign parties to the share capital of Iranian banks shall be determined upon recommendation of the CBI and approval of the Board of Ministers, in compliance with the Law of Implementation of General Policies on

Article 44 of the Constitution and its subsequent amendments; e) As from the date of passage of this Act, foreign banks and foreign non-banking credit institutions engaged in conventional banking operations may be established only with the approval of the Islamic Consultative Assembly. A nonbanking credit institution does not use the word "bank" in its title but is considered by CBI as an intermediary between suppliers of funds and credits and applicants, and whose activities bear upon the volume and distribution of credits.

Article 32: a) The share capital of banks shall be solely payable in national currency; 198 <!-- page 199 --> Articles retained from the Monetary and Banking Law As subject to Article 67 of the Central Bank Law b) The minimum share capital of Iranian banks shall be two hundred million Rials, wholly subscribed and at least fifty percent paid up. The paid-up capital shall be deposited with CBI prior to the submission of the application for establishment. The minimum capital of foreign banks shall be two hundred million Rials wholly deposited at CBI before the submission of the application for establishment; c) CBI, may, with the approval of the Money and Credit Council, prescribe the period within which the capital of Iranian banks shall be paid up and shall notify the banks for compliance; d) CBI may, with the approval of the Board of Ministers, increase the minimum amount of the share capital (Section (b) of this Article) for all banks or banks operating in special fields. 199 <!-- page 200 --> Chapter 2: Terms and Conditions Governing Banking Operations

Article 33: a) The ratio of and the way the Statutory Reserves of banks are created, as well as their utilization shall be determined by a regulation to be approved by the Money and Credit Council. Appropriation to the Statutory Reserves shall not be less than 15 or exceed 20 percent of the annual net profits. Appropriations to the Statutory Reserve shall be optional once the amount of such Reserve equals the capital of the bank; b) Should, as a result of losses sustained, the capital of a bank fall below the minimum amount prescribed in this Act, the bank shall restore the minimum capital in the 200 <!-- page 201 --> Articles retained from the Monetary and Banking Law As subject to Article 67 of the Central Bank Law manner determined by a regulation to be approved by the Money and Credit Council; c) The Money and Credit Council shall prescribe the manner and principles in which accounting and bookkeeping are done by banks so that the respective balance sheet will reflect all the assets and liabilities of the bank, and banks will be required to apply them; d) The depreciation rate of depreciable movable and immovable assets and establishment and development expenses, as well as the amount of Contingency Reserves of banks, shall be determined by the Money and Credit Council. All banks shall be required to abide by them; e) Banks shall have their balance sheets and profit and loss accounts certified by Chartered Accountants; f) The period of and procedure for the preservation of banks' commercial documents and books in their originals, 201 <!-- page 202 --> The Central Bank Law of the Islamic Republic of Iran and also the procedure for their conversion to pictures, films, and the like, shall be following a prescribed bylaw to be approved by the Money and Credit Council. Such pictures, films, and the like shall have the validity of the originals in court after the lapse of the period prescribed in the said by-law.

Article 34: It is forbidden for Banks to undertake the following operations: 1. Purchase and sale of goods for trading purposes; 2. Dealing in immovable property except in the case of banks established for this purpose; 3. Purchasing shares or contributing to the capital of one or more companies, or purchasing local or foreign securities for their account in an amount exceeding the amount prescribed in special directives and regulations to be drawn up by CBI; 202 <!-- page 203 --> Articles retained from the Monetary and Banking Law As subject to Article 67 of the Central Bank Law 4. Granting credits to members of their organs and to institutions wherein the said members hold interest, and to other natural persons or legal entities above the limits determined by CBI in special directives or regulations; 5. Granting credits to the members of the organs, heads of departments, and inspectors of CBI, except with due observance of a regulation to be approved by the Money and Credit Council in this respect; 6. Issuing sight bills to the order of the bearer. Note: Acquisition of immovable property instead of claims or to provide working place or housing for bank employees, and dealings in such property per conditions to be set forth by CBI shall not be subject to the prohibition mentioned in Section 2 of this Article. 203 <!-- page 204 --> The Central Bank Law of the Islamic Republic of Iran

Article 35: a) Those convicted of theft, bribery, embezzlement, breach of trust, fraud, counterfeiting and dissimulation, drawing dud checks, culpable or fraudulent bankruptcy, notwithstanding whether the sentence was issued by domestic or foreign courts, and irrespective of whether the person was a principal offender, an accomplice, or an accessory, shall be barred from assuming administrative positions of any kind in banks; b) Directors or managers of one bank may not own shares or accept positions in another bank without permission from CBI; c) Every bank shall be liable for and shall indemnify losses sustained by its clients as a result of its operations. The Managing Director, the Chairman of the Board of Directors, the members of the Executive Board, and of the Board of Directors of every bank shall be liable 204 <!-- page 205 --> Articles retained from the Monetary and Banking Law As subject to Article 67 of the Central Bank Law vis-a-vis shareholders and clients for losses incurred through their violation of the provisions of the bank's Article of Association or the provisions of, or the laws and regulations about this Act. Note: The authority competent to determine and adapt rulings issued by foreign courts in connection with Section (a) of this Article shall be the Ministry of Justice.

Article 36: CBI shall determine how to prepare the balance sheets and profit and loss accounts of banks and credit institutions.

Article 37: Banks shall comply with the provisions of this Act, and the regulations based on it, the directives of CBI issued under the present Act or the regulations about it, and the provisions of their approved Articles of Association.

Article 38: 205 <!-- page 206 --> The Central Bank Law of the Islamic Republic of Iran Abolished (Based on the Bill on Dissolution of the Banks Association.) 206 <!-- page 207 --> Chapter 3: Bank dissolution and bankruptcy

Article 41: a) In cases where a bank is declared insolvent or bankrupt, the Court shall inquire the views of CBI before rendering any decision. CBI shall submit its views to the Court in writing within one month of the date of receiving the Court's inquiry. The Court shall take the appropriate decision with due regard to the views of CBI and the evidence on hand; b) Liquidation of a bankrupt bank shall rest with the Department of Bankruptcy Affairs Liquidation; c) In all cases of dissolution or bankruptcy of banks, liquidation of their affairs shall be carried out with the supervision of a 207 <!-- page 208 --> The Central Bank Law of the Islamic Republic of Iran representative from CBI; d) Repayment of saving deposits or similar deposits up to the amount of fifty thousand Rials, in the first place, and that of current accounts and time deposits up to the same amount, in the second place, shall have priority over all other obligations of dissolved or bankrupt banks and other preference rights. e) Upon dissolution or bankruptcy, a bank name shall be deleted from the registers of the Registration Office. Note: The provisions of Articles 39, 40, and 41 (except paragraph (d) of the last Article of the State Monetary and Banking Act enacted July 9, 1972) shall also apply to all non-banking credit institutions, which at the discretion of the Central Bank are engaged in banking operations, except governmental and non-governmental development and protection funds, such as the Agriculture Section 208 <!-- page 209 --> Articles retained from the Monetary and Banking Law As subject to Article 67 of the Central Bank Law Development Protection Fund, within the limits outlined in their present Articles of Association. 209 <!-- page 210 --> Chapter 4: Punitive and disciplinary regulations

Article 45: All other legislation and regulations conflicting with the provisions of this Act shall be considered rescinded as of the date of enforcement of this Act. And, so long as the regulations about the present Act are not approved, the former regulations will be applicable, provided that they would not conflict with the provisions of this Act in the judgment of the Money and Credit Council. 210