Regulation 12AA

that any development (including any development in relation to any associate of the licensed financial adviser, or any other entity treated as part of the licensed financial adviser’s group of companies according to the accounting standards applicable to the licensed financial adviser) has occurred or is likely to occur which the licensed financial adviser has reasonable grounds to believe has materially and adversely affected, or is likely to materially and adversely affect —

the financial soundness or reputation of the licensed financial adviser; or

the licensed financial adviser’s ability to carry on business in any type of financial advisory service to which its licence relates;

that the licensed financial adviser’s chief executive officer or director is, in accordance with the Guidelines on Fit and Proper Criteria, no longer fit and proper to hold that office or appointment;

that a substantial shareholder of the licensed financial adviser or a person who has effective control of the licensed financial adviser within the meaning of section 65(6)(a) of the Act is, in accordance with the Guidelines on Fit and Proper Criteria, no longer fit and proper to be a substantial shareholder of the licensed financial adviser or to have effective control of the licensed financial adviser, as the case may be;

that the licensed financial adviser is not likely to be able to conduct its business prudently or to comply with the provisions of the Act and directions made thereunder, having regard to the likely influence over the licensed financial adviser of a substantial shareholder of the licensed financial adviser or a person who has effective control of the licensed financial adviser within the meaning of section 65(6)(a) of the Act.