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Amendments to Operating Procedures

September 20, 2010

Operating Procedures of the Euroclear System are printed periodically, incorporating amendments to the date
of publication. The most recent edition is dated January 1, 2001. Subsequent amendments issued as
“Amendments to Operating Procedures” are listed below.

Part/Section Pages to be replaced with pages Effective date

Part I – General rules 1 1 September 20, 2010

Section 8.2

Part IV – Domestic TOC TOC October 5, 2010


Markets

France Whole section Whole section September 20, 2010

Switzerland CH 1 CH 1 October 5, 2010

Euroclear Bank SA/NV


1Boulevard du Roi Albert II, B-1210 Brussels, Belgium Tel: +32 (0)2 3261211
      

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Last update September 2010


The Euroclear System is operated under contract by:
Euroclear Bank SA/NV

1 Boulevard du Roi Albert II


B-1210 Brussels, Belgium
RPM Brussels 0429875591
Tel: +32 (0)2 326 1211

www.euroclear.com

 2007 Euroclear Bank SA/NV


All rights reserved.

Euroclear is the marketing name for the Euroclear System, Euroclear plc,
Euroclear SA/NV and their affiliates

Euroclear Bank is a banking corporation organised under the laws of the Kingdom of Belgium

No part of this document may be reproduced, in any forms or by any means, without permission in writing from
Euroclear Bank SA/NV
Summary table of contents

These Operating Procedures are supplemental to the Terms and Conditions and
Supplementary Terms and Conditions and constitute an integral part thereof.

Summary table of contents

Definitions

Abbreviations

Part I - General rules


1. About the Operating Procedures
2. The Euroclear System
3. Participants and their accounts in the Euroclear System
4. Acceptance of securities in the Euroclear System
5. Acceptance of currencies in the Euroclear System
6. Instructions and other communications to Euroclear Bank
7. Reports and other communications to Participants
8. Entries in Participants’ accounts
9. Availability and blocking of securities or cash
10. Certain responsibilities of Participants and rights of Euroclear Bank
11. Insurance
12. Processing general rules

Part II - Services
A. Securities Clearance and Settlement
13. Internal settlement
14. Bridge settlement
15. External settlement
16. New issues distribution
17. ACE confirmation and matching
18. FSA reporting

B. Custody
19. Custody general rules
20. Custody specific rules

C. Money Transfer
21. Money transfer rules

D. Securities Lending and Borrowing


22. Securities Lending and Borrowing Program

Part III - Fees


23. Fees, expenses and discounts

Part IV - Domestic Markets


24. Domestic Markets

Part V - Miscellaneous
25. Bilateral Financing instructions
26. Central Bank Money Settlement
27. FundSettle services
28. French Primary Dealership Services

Annex 1
Index

Operating Procedures
November 19, 2007
Definitions

Definitions
The definitions below form an integral part of the Operating Procedures. Definitions which are defined in the
Supplementary Terms and Conditions are followed by “STC”; definitions which are defined in the Terms and
Conditions are followed by “TC”.

A. List of defined terms

“Account” means any account opened by Euroclear Bank in the name of a Participant as described herein or in
the Operating Procedures, including, without limitation, Securities Clearance Accounts, Cash Accounts and
Non Deposit Accounts. (TC)

“Account Operator” means an organisation that has been authorised by one or more Participant(s) to send
instructions via CCI in the name of, and on behalf of, such Participant in relation to its Securities Clearance
Account(s) and the Cash Account(s).

“Alarm Bell Corporate Event” means a Corporate Event, including a Certification Event or a Tax
Certification Event, affecting a particular issue of securities with respect to which a Participant may or must
take an action prior to a specific deadline, except for (i) Corporate Events relating to a Custody Distribution for
which there is no action to be undertaken by a Participant and for which the form of the proceeds may be
securities at the choice of the issuer and (ii) Tax Certification Events relating to a Standard Refund.

“Alarm Bell Participants” means the Participants that are eligible to receive Corporate Action Alarm Bell
Reports in accordance with the terms and conditions of Section 19.3.2.4.

“Automatic Borrower” means a Borrower participating in automatic borrowing, as described in Section 7 of


the Supplementary Terms and Conditions. (STC)

“Automatic Lender” means a Lender participating in automatic lending, as described in Section 3 of the
Supplementary Terms and Conditions. (STC)

“Back Value” or “backvalue” means the application of a value date for the cash side of an against-payment
securities transaction involving Newly-Issued Securities corresponding to an earlier contractual settlement date
(the date of settlement set forth in the contract between the parties to such transaction) rather than the date on
which actual Settlement occurs.

“Belgian Treasury Bills” means Certificates de Trésorerie - Schatkistcertificaten.

“Borrowed Securities” means securities borrowed by a Borrower pursuant to the Supplementary Terms and
Conditions. (STC)

“Borrower” means a Participant which is approved by Euroclear Bank as a Borrower and which (i) has
acknowledged receipt of and agreement to the Supplementary Terms and Conditions, and (ii) maintains a
credit arrangement satisfactory to Euroclear Bank. (STC)

“Borrowing” means any borrowing of securities pursuant to and subject to these Supplementary Terms and
Conditions (including any Non-cash Distribution distributed by an issuer on Borrowed Securities); different
types of Borrowing may be defined, subject to different terms and conditions, in the Operating Procedures.
(STC)

A “Bridge Currency” is a Settlement Currency which has been accepted by both Euroclear Bank and
Clearstream for Bridge settlement.

“Business Day” means a day when the Euroclear Operations Centre is open for business.

Operating Procedures 1
April 12, 2010
Definitions

“Business Unit” means a Participant or a branch, office or other administrative subdivision of a Participant
that administers a Securities Clearance Account or group of Securities Clearance Accounts (for example, a
branch of a Participant administering a group of accounts from a given location, independently of other
branches of the same Participant).

“Cash Account” means a current account (which may be divided into a number of sub-accounts, denominated
in U.S. dollars or in any other currency or Composite Currency Unit permitted by the Operating Procedures)
opened in connection with the Euroclear System by Euroclear Bank on its books in the name of a Participant or
in the name of an Other Clearance System selected pursuant to Section 11(b) of the Terms and Conditions.
(TC)

“Cash Correspondent” means a correspondent bank of Euroclear Bank for the Euroclear System.

“Cash Distribution” means any interest, dividend or other payment distributed by any issuer, or any agent on
behalf of an issuer, on any issue of securities as to which there are Borrowed Securities, other than a payment
in full or in retirement thereof. (STC)

“CCI” means Common Communication Interface.

“Central Bank Money Account” means a Central Bank Money Securities Account and/or a Central Bank
Money Cash Account.

“Central Bank Money Cash Account” means a sub-account to a Participant's current account in the books of
the BNB, reserved for the exclusive use of settling securities transactions against payment in central bank
money.

“Central Bank Money Free of Payment Delivery Without Matching instruction” means an instruction to
transfer securities from a Participant's Central Bank Money Securities Account to its Designated Securities
Clearance Account.

“Central Bank Money Funds Transfer instruction” means an instruction to wire funds from a Participant's
Central Bank Money Cash Account to its Designated Current Account.

“Central Bank Money instruction” means a Central Bank Money Settlement instruction, a Central Bank
Money Free of Payment Delivery Without Matching instruction, a Central Bank Money Funds Transfer
instruction, and a Free of Payment Delivery Without Matching instruction to transfer securities from a
Participant's Designated Securities Clearance Account to its Central Bank Money Securities Account.

“Central Bank Money Securities Account” means a Securities Clearance Account reserved for the exclusive
use of settling securities transactions against payment in central bank money.

“Central Bank Money Settlement instruction” means an instruction for the settlement of a securities
transaction against payment in central bank money between two Central Bank Money Accounts.

“Certification Event” means certain events which require a certification in connection with the governing
documentation or laws and regulations applicable to certain issues of securities.

“Clearstream” means Clearstream Banking SA (Luxembourg).

“Clearstream Delivery Transmission” means a transmission from Clearstream to Euroclear Bank of


proposed Bridge deliveries.

“Clearstream Feedback Transmission” means a transmission from Clearstream to Euroclear Bank indicating
which proposed deliveries in the previous Euroclear Delivery Transmission are accepted and which rejected.

2 Operating Procedures
April 12, 2010
Definitions

“Closing Date” or “issuance date” means, with respect to any distribution of Newly-Issued Securities, the
date set by the issuer, lead manager or agent as the date when a security or new tranche of securities is issued
on the market and as of which settlements in that security can become effective.

“Common Code” means a nine-digit number allocated jointly by Euroclear Bank and Clearstream to identify
each issue of securities accepted for deposit either in the Euroclear System or Clearstream or by both.

“Common Depositary” means an entity appointed by Euroclear Bank and Clearstream to provide safekeeping
and asset servicing for certain securities.

“Common Safekeeper” means an entity appointed by Euroclear Bank and Clearstream to provide safekeeping
for certain securities in NGN form.

“Common Service Provider” means an entity appointed by the Euroclear Bank and Clearstream to provide
asset servicing for certain securities in NGN form.

“Component Currency” means one of the currencies which is taken into account in determining the value of a
Composite Currency Unit. (TC)

“Composite Currency Unit” means a unit consisting of the aggregate of specified amounts of Component
Currencies, as set forth in the Operating Procedures. (TC)

“Corporate Action Alarm Bell Report” means a notice in the form described in Section 19.3.2.4 provided to
a Participant with respect to a particular Alarm Bell Corporate Event concerning a given issue of securities.

“Corporate Event” is an event affecting holders of an issue of securities which Euroclear Bank considers to be
a Corporate Event in accordance with Section 19.3.1. and, for purposes of the SWIFT ISO 15022 standard,
shall mean: “an event affecting holders of an issue of securities which Euroclear Bank considers to be a
corporate action event in accordance with Section 19.3.1”.

“Custody Distribution” means a Custody Cash Distribution or a Custody Non-Cash Distribution

“Custody Cash Distribution” means any redemption amount, interest, dividend or other cash payment
distributed by an issuer, or any agent on behalf of an issuer, in respect of an issue of securities held in the
Euroclear System or in respect of which Euroclear Bank provides services.

“Custody Non-cash Distribution” means any bonus securities, rights or other entitlements in the form of
securities, distributed by an issuer, or any agent on behalf of an issuer, in respect of an issue of securities held
in the Euroclear System or in respect of which Euroclear Bank provides services.

“Custody Operation Conditions” means those conditions, the relevant ones of which (according to the type of
Custody Operation) must be met in order for a Custody Operation to be executed.

“Custody Operation” means an action taken by Euroclear Bank on behalf of a Participant in respect of, or
resulting from, a Corporate Event, which in any case, includes a market claim, and for purposes of the SWIFT
ISO 15022 standard, means “Corporate Action”.

“DACE” means Deadlines and Corporate Events and, for purposes of the SWIFT ISO 15022 standard, means
“Corporate Action Notification”.

“Daylight Indicator” means /SETD/ and, for purposes of the SWIFT ISO 15022 standard, means the Override
Indicator =/RTGS/. This indicator cannot be added to an already inputted instruction. The Participant should
cancel and replace the instruction with a new instruction including the Daylight Indicator.

“Delivery Transmission” means a communication by a settlement system (a delivering settlement system) to


another settlement system (a receiving settlement system) requesting the acceptance of a transfer of one or
more securities from the delivering settlement system to the receiving settlement system.

Operating Procedures 3
April 12, 2010
Definitions

“Depositary” means any office of Euroclear Bank or of an Other Depositary at which securities are held in
custody pursuant to Section 4(b)(i) of the Terms and Conditions and, as the context requires, any custody agent
or other service provider, including a Common Service Provider, appointed by Euroclear Bank to service
securities.

“EMU Country” means a Participating Member State as defined in Article 1 of Council Regulation (EC) No.
1103/97 of 17 June 1997 on certain provisions relating to the introduction of the Euro.

“EMU Transitional Period” means the period conditional upon EUR becoming a currency in its own right.

“EPIM Documentation” means the EPIM Getting Started Pack and any other EPIM-related documents
published by Euroclear Bank.

“EPIM message” means a message sent or received using EPIM.

“European Pre-Issuance Messaging System (EPIM)” means a central messaging system for facilitating the
allocation of ISIN and Common Codes and for the exchange of issuance information between issuers’ agents,
securities dealers, Euroclear Bank and Clearstream.

“Euclid” means EUCLID, Euroclear Information Distribution, a data transport network and processing system
that Participants may use, subject to prior agreement with Euroclear Bank, (i) to input certain instructions and
requests and (ii) to access information and receive reports. It uses the GEIS (General Electric Information
Services) Mark III time-sharing network for data transport and the Euclid gateway computer for processing.
Instructions are validated by Euroclear Bank and reports prepared on the Euclid gateway computer awaiting
retrieval by Participants.

“Euclid Password” is a temporary code, initially allocated by either (i) Euroclear Bank to an Euclid
Administrator, or (ii) by an Euclid Administrator to an Euclid Operator. Immediately upon allocation, control
of the password passes in (i) to the Administrator and in (ii) initially to the Euclid Operator, but under ultimate
control of the Administrator. The password can then be changed as and when required. A Euclid User can
access the Euclid gateway computer only by using the correct combination of Network User Number, Network
Password, Euclid User Number and Euclid Password.

“Euclid PC” means a personal computer software application providing access to Euclid.

“Euclid PC Password” is a temporary code allocated by Euclid PC Administrator to a Euclid PC User but
under the ultimate control of the Euclid PC Administrator that, in correct combination with the Euclid PC User
Number and Euclid PC Personal Identification Number, allows access to Euclid PC. After initial allocation
this password can be changed as and when required.

“Euclid PC Personal Identification Number” is a permanent code chosen by a Euclid PC User that in correct
combination with Euclid PC User Number and Euclid PC Password allows access to Euclid PC.

“Euclid PC User” means a person identified by the correct combination of Euclid PC User Number, Euclid PC
Password and Personal Identification Number.

“Euclid PC User Number” is a permanent code allocated by Euclid PC Administrator to a Euclid PC User but
under the ultimate control of the Euclid PC Administrator that, in correct combination with the Euclid PC
Password and Personal Identification Number allows access to Euclid PC.

“Euclid Server” means a computer software application providing access to Euclid.

“Euclid Server Host Number” is a permanent code allocated by a Euclid Server Administrator to a computer
system of the Participant but under the ultimate control of the Euclid Server Administrator that, in correct
combination with the Euclid Server Password allows access to Euclid Server.

“Euclid Server Host User” means a computer system of the Participant identified by the correct combination
of Euclid Server Host Number and Euclid Server Password.

4 Operating Procedures
April 12, 2010
Definitions

“Euclid Server Password” is a temporary code allocated by a Euclid Server Administrator to a Euclid Server
User under the ultimate control of the Euclid Server Administrator that, in correct combination with the Euclid
Server User Number and Euclid Server Personal Identification Number, allows access to Euclid Server. After
initial allocation this password can be changed as and when required.

“Euclid Server Personal Identification Number” is a permanent code chosen by a Euclid Server User that in
correct combination with the Euclid Server User Number and Euclid Server Password allows access to Euclid
Server.

“Euclid Server User” means a person identified by the correct combination of Euclid Server User Number, Euclid
Server Password and Euclid Server Personal Identification Number.

“Euclid Server User Number” is a permanent code allocated by a Euclid Server Administrator to a Euclid Server
User but under the ultimate control of the Euclid Server Administrator that, in correct combination with the
Euclid Server Password and Euclid Server Personal Identification Number, allows access to Euclid Server.

“Euclid User” means a person, or applications running on a computer, identified by the correct combination of
Network User Number, Network Password, Euclid User Number and Euclid Password.

“Euclid User Number” is a permanent code, allocated by Euroclear Bank, identifying the Euclid User to the
Euclid communications gateway computer at the Euroclear Operations Centre.

“Euroclear Documentation” means all documentation published by Euroclear Bank and available on the
Euroclear Bank website.

“Euroclear Delivery Transmission” means a transmission from Euroclear Bank to Clearstream of proposed
Bridge deliveries.

“Euroclear Feedback Transmission” means a transmission from Euroclear Bank to Clearstream indicating
which proposed deliveries in the previous Clearstream Delivery Transmission are accepted and which rejected.

“Euroclear System” means the clearance and settlement system for internationally traded securities operated
under contract by Euroclear Bank, including all services offered by Euroclear Bank in respect of securities held or
recorded in any Account as set forth in these Terms and Conditions or in the Operating Procedures. (TC)

“Ex-distribution Date” is the first day of owing (underlying) securities upon which there is a Non-cash
Distribution without the right to such Non-cash Distribution.

“Execution” of an instruction or an operation means the successful implementation within the Euroclear System
of the instruction or operation. For internal instructions or operations, execution coincides with settlement.

“Execution Conditions” means the conditions that must be met in order for a money transfer instruction to be
executed, as set out in Section 21.

“Execution Date” means the Business Day when an instruction is submitted for execution, with reference to the
date set out by the Participant in its instruction, or a number of days before such date, depending on the type of
instruction or operation. For Custody Operations Instructions, the Execution Date is the date specified by the
Participant, or in the absence of the Participant’s indication, the date that Euroclear Bank attributes to the
instruction or operation depending on the type of Custody Operation.

“Feedback Transmission” means a communication from a receiving settlement system to a delivering settlement
system notifying the delivering settlement system of the status of each proposed delivery instructions, and the time
of the acceptance, rejection or refusal thereof, in the delivering settlement system’s corresponding Delivery
Transmission.

“First Overnight Securities Settlement Processing” means the first Overnight Securities Settlement Processing
that forms part of the Overnight Securities Settlement Process dated a particular Business Day.

Operating Procedures 5
April 12, 2010
Definitions

“Free of Payment Delivery Without Matching instruction” means an internal or Bridge delivery instruction
which does not require matching (previously known as Own Account Transfers).

“French Primary Dealership Services” has the meaning set forth in Section 28.1.

“Fund” means, for the purposes of Section 27, an investment company which has issued shares or a
management company, trustee or similar entity representing or acting in respect of a pool of assets represented
by units. For the avoidance of doubt, a Fund is referred as an issuer of securities in all other sections of these
Operating Procedures.

“FundSettle Browser” means a computer software application providing browser access to FundSettle.

“FundSettle Instruction” means an instruction from a Participant to Euroclear Bank in respect of FundSettle
International services. For the avoidance of doubt, FundSettle Instructions include, but are not limited to, all
orders and instructions as set out in the FundSettle User Guide such as subscription and redemption orders,
and instructions related to Corporate Events affecting Fund Shares.

“FundSettle International Order Routing service” has the meaning set forth in Section 27.1.

“FundSettle International services” has the meaning set forth in Section 27.1.

“FundSettle Margin” means the relevant amount to be reserved between the trade date and the cash
settlement date as determined by Euroclear Bank and communicated to Participants from time to time.

“FundSettle nominee” means a Euroclear nominee that is used to register Fund Shares that are held in the
Euroclear System.

“Fund Shares” are securities representing the rights of investors in a fund company or in a pool of assets
managed by a fund management company. For the avoidance of doubt, “Fund Shares” include both shares and
units issued by a fund company.

“Home Market” means the market where the issuer of a security has deposited such security for settlement
that market’s Other Clearing System.

“Home Market Security” means a Multi-listed Security eligible for settlement in the Home Market Other
Clearing System.

“Input Deadline” means the time on a Business Day by which instructions must be received by Euroclear
Bank. Input Deadlines are as follows:
(i) if instructions are sent by telex, mail or SWIFT free format, as set out in the Euroclear Documentation;
(ii) if instructions are sent by EUCLID or SWIFT straight-through:
- for Lending and Borrowing instructions and for external settlement instructions other than for domestic
market securities, 20:30 on S-1 or 0:30 on S in order to be included in an Overnight Securities
Settlement Processing;
- for Bridge settlement instructions, 20:30 to be included in the Overnight Securities Settlement
Processing, 12:30 for mandatory inclusion in the Real-time Processing and 14:40 for inclusion in the
Optional Bridge Settlement Processing with Daylight Indicator;
- for internal settlement instructions, 22:00 on S-1 or 0:30 on S in order to be included in an Overnight
Securities Settlement Processing, 14:00 for mandatory inclusion in the Real-time Processing without
Daylight Indicator and 18:30 in order to be included in the Real-time Processing with Daylight
Indicator;
(iii) for external settlement instructions, as set out in the relevant Euroclear Documentation for the relevant
market;
(iv) for Custody Operation instructions, as set out in the relevant DACE notice;
(v) for money transfer instructions, as set out in the Euroclear Documentation for cash transfers;
(vi) for FundSettle Instructions, as set out in the FundSettle User Guide;

6 Operating Procedures
August 16, 2010
Definitions

(vii) for Central Bank Money instructions, as set out in the relevant Euroclear Documentation for the central
bank money settlement service; and
(viii) for CCP eligible LSE/IOB Instructions, as set out in the relevant Euroclear Documentation for central
counterparty services for CCP eligible LSE/IOB transactions.

“Instructions” means all instructions as set out in the Euroclear Documentation and all FundSettle
Instructions as set out in the FundSettle User Guide, including cancellation instructions.

“IOA” means with respect to each debt security issued in NGN form the total remaining indebtedness (other
than interest) of the issuer as determined from time to time by the records of Euroclear Bank and Clearstream;
where relevant, the IOA is the result of the product between the nominal amount and the pool factor of the
security.

“Lendable Position” means the quantity of securities of an issue available for lending determined as set forth
in the Operating Procedures. (STC)

“Lender” means a Participant which is approved by Euroclear Bank as a Lender and which has acknowledged
receipt of and agreement to these Supplementary Terms and Conditions. (STC)

“Letras del Tesoro” means Spanish government treasury bills.

“Loan” means any loan of securities by a Lender pursuant to and subject to the Supplementary Terms and
Conditions (including any Non-cash Distribution distributed by any issuer on loaned securities); different types
of Loans may be defined, subject to different terms and conditions, in the Operating Procedures. (STC)

“Market Value” of securities on a given Business Day means the market value of such securities determined
by Euroclear Bank in accordance with the Operating Procedures. Any such determination by Euroclear Bank
shall be conclusive and binding on each Lender and Borrower. (STC)

“Minimum Cash Threshold” means, for an against payment Bridge instruction, a cash countervalue indicated
in the instruction of at least EUR 1 million and, for a free of payment Bridge instruction, a cash countervalue
instruction of at least EUR 1 million, equivalent to the market value, including accrued interest, of the security
indicated in the instruction.

“Multi-listed Securities” means securities listed on, or traded in, more than one stock exchange and therefore
eligible for settlement in more than one Other Clearing System.

“National Currency Unit” shall have the meaning assigned to it in Article 1 of Council Regulation (EC) No.
1103/97 of 17 June 1997 on certain provisions relating to the introduction of the euro.

“Network Password” means a temporary code, initially allocated to a Euclid User by either (i) Euroclear Bank
to a Euclid Administrator, or (ii) by a Euclid Administrator to a Euclid Operator. Immediately upon
allocation, control of the password passes in (i) to the Administrator or in (ii) to the Operator but under
ultimate control of the Administrator. The password can then be changed as and when required. A Euclid
User can access the data transport network only by using the correct combination of Network User Number and
Network Password.

“Network User Number” is a permanent code, allocated by Euroclear Bank, identifying a Euclid User to the
data communication network.

“New Global Note” or “NGN” means a Security issued in the form of a global certificate which refers to the
records of Euroclear Bank and/or Clearstream to determine the IOA.

“Newly-Issued Securities” means securities, including a new tranche of an existing issuance, during the
period from the Closing Date up to the second Business Day after the Closing Date.

“Non-cash Distribution” means any bonus securities, rights or other entitlements accepted for deposit in the
Euroclear System, distributed by an issuer, or any agent on behalf of an issuer, on any issue of securities as to
which there are Borrowed Securities. (STC)

Operating Procedures 7
April 12, 2010
Definitions

“Non-Deposit Account” means a memorandum account maintained by Euroclear Bank in the name of a
Participant for the purpose of recording information and providing services in respect of entitlements that are
not held in the Euroclear System and that are registered or recorded in the name of such Participant or its
designee or otherwise held directly by a Participant or its designee. (TC)

“Operating Procedures” means the Operating Procedures established by Euroclear Bank in accordance with
Section 3 of the Terms and Conditions (and any document referred to therein as being supplemental thereto),
as the same may be amended from time to time. (TC)/(STC)

“Opportunity Borrower” means any Borrower making a Borrowing of securities pursuant to Section 8 of the
Supplementary Terms and Conditions. (STC)

“Opportunity Lender” means any Lender which is not an Automatic Lender. (STC)

“Optional Bridge Settlement Processing” means the Processing on each Business Day as agreed by Euroclear
and Clearstream for Bridge settlements of securities transactions where the Euroclear Participant has included
the Daylight Indicator in its instructions and the Clearstream participant has included an equivalent flag in its
instructions to Clearstream.

“Other Clearance System” means any entity operating a system for the holding of securities or the clearance
or the settlement of securities transactions. (TC)

“Overnight Securities Settlement Process” means the combination of the First Overnight Securities
Settlement Processing and the Second Overnight Securities Settlement Processing. The Overnight Securities
Settlement Process may be referred to as the “batch process” in Euroclear documentation other than these
Operating Procedures.

“Overnight Securities Settlement Processing” means a Processing for securities transactions or operations
with related cash movements and confirmations from Depositaries and Other Clearance Systems, where the
execution of transactions or operations is simulated but such transactions or operations are executed only when
Euroclear Bank decides to complete such Processing.

“Participant” means any company, central bank, government, partnership, individual or legal entity, which
has entered into an agreement to participate in the Euroclear System as a Participant under the Terms and
Conditions and which has furnished other documentation in a form required by Euroclear Bank, including
those in connection with the operation of its Securities Clearance Account and Cash Account. The term
“Participant” shall also include those using the Euroclear System on a temporary basis in accordance with the
Operating Procedures (“Temporary Participants”), but only for that period during which (and the
circumstances under which) they are permitted by such Operating Procedures to use the Euroclear System.
(TC)

“Positioning Conditions” means those conditions which must be met in order for an instruction or operation to
be positioned, in accordance with the relevant services sections.

“Pre-Released” or “prerelease” means Newly-Issued Securities held at a Common Safekeeper, Common


Depositary or at an entity appointed as Common Depositary acting as Specialised Depositary that are made
available in the Euroclear System (either directly or via the Bridge) by the issuer during the Overnight
Securities Settlement Process normally beginning on the Business Day preceding the Closing Date for such
Newly-Issued Securities.

“Proactive Tax Reclaim Service” means the assistance offered by Euroclear Bank to Participants in obtaining
a refund of excess withholding tax as described in Section 20.3.3.

“Processing” means the process in the Euroclear System through which securities or cash transaction
instructions or operations (when no instruction is necessary) are processed to ascertain whether they meet the
relevant Settlement Conditions, Custody Operation Conditions or Execution Conditions, as applicable, and as a
result of which such transactions or operations may be executed.

8 Operating Procedures
June 19, 2006
Definitions

“Quick Refund” means a tax relief process which is typically handled by the withholding agent before the
withholding tax with respect to a particular Custody Cash Distribution has been paid to the tax authorities;
such process generally results in the excess withholding tax being refunded within a shorter period of time as
compared to refunds received via a Standard Refund process.

“Real-time Processing” means a Processing for securities transactions or operations with related cash
movements, cash transactions or operations and confirmations from Depositaries, Other Clearance Systems
and Cash Correspondents, where the execution of transactions or operations takes place as soon as the
applicable Settlement Conditions or Execution Conditions, as applicable, have been met. The Real-time
Processing may be referred to as the “real-time process” in Euroclear documentation other than these
Operating Procedures.

“Record-keeping Account” means an account to record Borrowings and Loans opened by Euroclear Bank on
its books in the name of each Borrower and each Lender. A Record-keeping Account may be divided into
different subaccounts to record different types of Borrowings or Loans, or Borrowings or Loans with different
terms, fees, priority allocations, or other features. Each such subaccount may be named “a Record-keeping
Account” but will be considered for all purposes, except as otherwise set forth in the Operating Procedures, as
being part of one single and indivisible Record-keeping Account as defined herein. When referred to herein,
the Record-keeping Account of a Lender means the Record-keeping Account associated with the Securities
Clearance Account to which loaned securities were debited, and the Record-keeping Account of a Borrower
means the Record-keeping Account associated with the Securities Clearance Account to which Borrowed
Securities were credited. (STC)

“Record Date” is the Business Day upon which the relevant amount of securities credited to Participant’s
Securities Clearance Account, is taken into account in the Euroclear System in order to determine entitlements
to the product of Custody Distributions.

“Redenomination Date” means the first Business Day in the Euroclear System where securities that were
previously denominated in a National Currency Unit are denominated in EUR.

“Relief at Source” means a tax relief process by which there is a reduction of or exemption from withholding
tax applied at the time when a Custody Cash Distribution is paid.

“Repayment Date” has the meaning set forth in Section 13 of the Supplementary Terms and Conditions.
(STC)

“Requested Recall” means the quantity of loaned securities which in accordance with the Operating
Procedures is required to be returned to a Lender. (STC)

“Required Document” means any document, including any certification, required for the execution of a
Custody Operation.

“Remote Market” means a market other than the Home Market where Multi-listed Securities are settled in an
Other Clearing System.

“Remote Market Security” means a Multi-listed Security eligible for settlement in a Remote Market Other
Clearing System.

“SE Transaction” means a transaction for which the settlement instruction is received through LCH.Clearnet.

“Securities Lending and Borrowing Process” means a process during which Participants’ instructions for
lending and borrowing are considered and in which the Lendable Position of each Lender and the borrowing
needs of each Borrower are calculated and, where relevant, related instructions are generated by Euroclear
Bank.

“Securities Lending and Borrowing Program” means the program for securities lending and borrowing
established under these Supplementary Terms and Conditions. (STC)

Operating Procedures 9
October 13, 2008
Definitions

“Securities Redenomination Processing” means the Processing which takes place on the Business Day
immediately preceding the Redenomination Date and through which securities denominated in a National Currency
Unit are redenominated into EUR. All movements in a Securities Redenomination Processing are simulations and
redenomination is only executed when Euroclear Bank decides to complete such Securities Redenomination
Processing.

“Securities held in the Euroclear System” means securities credited to a Securities Clearance Account or
otherwise held in the Euroclear System pursuant to Section 4(d) hereof.

“Security Code” means either (i) Common Code or (ii) ISIN used to identify an issue of securities in instructions
to, or reports from, Euroclear Bank other than in respect of reporting only instructions.

“Settlement” of a transaction means the successful implementation of an instruction or operation. Settlement may
occur either in the Euroclear System or in the local market.

“Settlement Conditions”' means the conditions that must be met in order for a settlement instruction to be
executed, as set out in Sections 13, 14 and 15.

“Settlement Currency” has the meaning set forth in Section 5.

“Specialised Depositary” has the meaning set forth in Section 4(c) of the Terms and Conditions. (TC)

“Standard Refund” means a tax relief process which involves a filing by a Participant with the tax authorities in a
particular jurisdiction in order to obtain a refund for excess withholding tax paid (or tax withheld) due to a Custody
Cash Distribution received in respect of securities credited to such Participant's Securities Clearance Account.

“Start Date” is the date upon which the Loan starts.

“Second Overnight Securities Settlement Processing” means the second Overnight Securities Settlement
Processing that forms part of the Overnight Securities Settlement Process dated a particular Business Day.

“Securities Clearance Account” means a securities clearance account opened in connection with the Euroclear
System by Euroclear Bank on its books in the name of a Participant or in the name of an Other Clearance System
referred to in Section 11(b) of the Terms and Conditions. (TC)

“Securities Loss” has the meaning set forth in Section 17(a) of the Terms and Conditions. (TC)
“Supplementary Terms and Conditions” means these Supplementary Terms and Conditions Governing the
Lending and Borrowing of Securities through Euroclear, as the same may be amended or supplemented from time
to time. (STC)
“SWIFT Specification” means the technical specifications for securities clearance and settlement and custody
SWIFT ISO 150222 compliant messages published by Euroclear Bank in the relevant Euroclear Documentation.
“Tax Certification Event” means a Corporate Event relating to a Quick Refund, Relief at Source or Standard
Refund for which Euroclear Bank requests information, documentation or certification from the affected
Participants.

“Terms and Conditions” means the Terms and Conditions Governing Use of Euroclear, as the same may be
amended or supplemented pursuant to Section 19 of the Terms and Conditions. (TC)

“Transit Account” means a transit account opened in connection with the Euroclear System by Euroclear Bank on
its books in the name of a Participant or in the name of an Other Clearance System as described in Section 3.6.2.3.

“Underlying Security” means the security which gives the holder any conversion or similar rights.

“Value Date” means the date used in calculating interest or fees as described in Section 2.5.

10 Operating Procedures
April 16, 2007
Definitions

B. List of terms defined in Sections of the Operating Procedures


Each of the following terms when used in these Operating Procedures has the meaning specified in the Section
as set out below.
Term Section
“Accepted Proportion” ......................................................................................................................22.1.8.2.2.
“Back-to-back trade management” .............................................................................................................12.8.
“Bridge Agreement”................................................................................................................................14.1.1.
“Certification instruction” ..........................................................................................................................20.9.
“Claw-back” ................................................................................................................................ 24 - Italy 2.2.
“Claw-back period”...................................................................................................................... 24 - Italy 2.2.
“CO” (“Coupons only”)..............................................................................................................................20.6.
“Cross-market Realignment”......................................................................................................................15.1.
“Day X” ..................................................................................................................................................12.2.1.
“Electronic Mail” ......................................................................................................................................6.2.6
“Entitlement Return Date” ................................................................................................................22.1.8.2.1.
“Euclid Administrator” ..........................................................................................................................6.4.3.1.
“Euclid Operator” ...............................................................................................................................6.2.4.3.1.
“Euclid PC Administrator”..................................................................................................................6.2.4.3.2.
“Euclid PC Operator”..........................................................................................................................6.2.4.3.2.
“Euclid PC User Hierarchy” .................................................................................................................6.2.4.3.2
“Euclid Server Administrator” ............................................................................................................6.2.4.2.3.
“Euclid Server Operator” ....................................................................................................................6.2.4.2.3.
“Euclid Server User Hierarchy”...........................................................................................................6.2.4.2.3.
“Euroclear Security” .............................................................................................................................11.2.10.
“Expected Return of Securities Account”................................................... 24-Denmark 3, Finland 1, Norway 2
“Failed Return Fee”.................................................................................................................................22.7.2.
“FEYSS”....................................................................................................................................... 24 - Japan 1.
“FSA reporting only instructions” ...............................................................................................................18.1
“Italian debt securities” ................................................................................................................ 24 - Italy 2.1.
“Lending Level Monitored Amount” ....................................................................................................22.2.2.1.
“Linked instructions” ........................................................................................................................13.2.6.2.2.
“Linked set” ...............................................................................................................................................12.8.
“Lowest Priority” .......................................................................................................................................12.6.
“New securities”......................................................................................................................................12.8.5.
“Old securities”.......................................................................................................................................12.8.5.
“Pending Deliveries Period”....................................................................................................................22.2.4.
“Pivotal Securities Clearance Account...............................................................................................13.2.6.2.1.
“PO” (“Principal only”)..............................................................................................................................20.6.
“Priority” ....................................................................................................................................................12.6

Operating Procedures 11
June 19, 2006
Definitions

“Product of the Non-cash Distribution” .............................................................................................22.1.8.2.2.


“Qualifying Equities” ........................................................................................................................19.3.2.3.1.
“Quick Tax Refund”..................................................................................................................... 24 - Italy 2.2.
“Recall Period” .......................................................................................................................................22.2.6.
...............................................................................................................................................................22.3.5.
“Recognised Intermediary Status” ..................................................................................................... 24 - UK 6.
“Regular”...................................................................................................................................................12.6.
“Restricted Period”.....................................................................................................................................20.9.
“Returned Amount” ..........................................................................................................................22.1.8.2.2.
“Seasoning Date” .......................................................................................................................................20.9.
“Segregation of activities” ..........................................................................................................................12.8.
“Short and Medium-Term Instruments Cash Account ..........................................................................16.4.1.1.
“Short and Medium-Term Instruments Securities Account ...................................................................16.4.1.1.
“Special subdivision” ................................................................................................................... 24 - Italy 2.2.
“Standard Long Form Certification” ..........................................................................................................20.9.
“Statement of Transactions”........................................................................................................................ 7.3.
“System-Linked instructions”............................................................................................................13.2.6.2.1.
“Top Priority” ............................................................................................................................................12.6.
“User Hierarchy” …………………………………………………………………………………………
6.2.4.3.1

“Verification Communication”………………………………………………………………..
……………..14.1.2

To the extent that any of the definitions in A or B above (other than Business Day or Record Date) are used in
these Operating Procedures, they shall be considered used as defined above even if not capitalised in the text
whenever the context so requires. In these definitions, where appropriate and unless the context implies
otherwise, references to the singular shall include the plural.

12 Operating Procedures
January 15, 2007
Definitions

Abbreviations
The following abbreviations are used in the Operating Procedures.

“ACE” means the trade confirmation and matching system developed jointly by Euroclear Bank and
Clearstream, with the cooperation of the A.I.B.D., now ISMA. ACE is an acronym for A.I.B.D., Clearstream
and Euroclear.

“A.I.B.D.” means the Association of International Bond Dealers, now ISMA.

“BIC” means Bank Identifier Code as defined by I.S.O.

“BOT” means Buoni Ordinari del Tesoro (Italian Treasury Bills with a maturity of three, six or twelve
months).

“BTAN” means Bons du Trésor à intérêt annuel (French Treasury Notes).

“BTE” means Buoni del Tesoro in European Currency Units (fixed rate Italian Treasury Bills denominated in
XEU with a maturity of approximately 370 days).

“BTF” means Bons du Trésor à taux fixe (French Treasury Bills).

“BTP” means Buoni del Tesoro Poliennali (fixed rate bonds issued by the Italian Government with a maturity
of two to ten years).

“CCT” means Certificati di Credito del Tesoro (floating rate bonds issued by the Italian Government with a
maturity of five to ten years).

“CTO” means Certificati del Tesoro con Opzione (fixed rate bonds issued by the Italian Government with a
maturity of six years and an option to repay after three years ).

“ISIN” means International Security Identification Number, a code which identifies a specific issue of
securities, designed by ISO (Standard 6166) to be a single global standard identity for each issue. In ISINs
allocated by Euroclear Bank and Clearstream after September 1989, the prefix is “XS” and for any issue
accepted in either or both clearing systems the basic number repeats the Common Code.

“ISMA” means International Securities Market Association.

“ISO” means International Organisation for Standardisation.

“OAT” means Obligations Assimilables du Trésor (French Treasury Bonds).

“OLO” means Obligations Linéaires - Lineaire Obligaties (Belgian State Bonds).

Operating Procedures 13
June 21, 2004
Abbreviations

14 Operating Procedures
Part I - General rules

Part I - General rules

Table of contents

1. About the Operating Procedures


2. The Euroclear System
3. Participants and their accounts in the Euroclear System
4. Acceptance of securities in the Euroclear System
5. Acceptance of currencies in the Euroclear System
6. Instructions and other communications to Euroclear Bank
7. Reports and other communications to Participants
8. Entries in Participants’ accounts
9. Availability and blocking of securities or cash
10. Certain responsibilities of Participants and rights of Euroclear Bank
11. Insurance
12. Processing general rules

Operating Procedures
January 1, 2001
Part I - General Rules Section 1 - About the Operating Procedures

1. About the Operating Procedures

Table of contents

1.1 Operating Procedures .................................................................................................................................... 1


1.2 Terms and Conditions and Supplementary Terms and Conditions........................................................... 1
1.3 Incorporation by reference............................................................................................................................ 1
1.4 Contractual language..................................................................................................................................... 1
1.5 Amendment to these Operating Procedures ................................................................................................ 1
1.6 Headings and references................................................................................................................................ 2
1.7 Time................................................................................................................................................................. 2

Operating Procedures
January 1, 2001
Part I - General Rules Section 1 - About the Operating Procedures

1.1 Operating Procedures


(a) The Operating Procedures are supplemental to and constitute an integral part of the Terms and Conditions
and the Supplementary Terms and Conditions. The Annex attached hereto form an integral part of these
Operating Procedures.

(b) The general rules in Part I of these Operating Procedures apply to all other Parts of these Operating
Procedures unless otherwise provided for therein.

(c) In addition, each Part of these Operating Procedures must be read in conjunction with the Domestic
Markets Part, which specifies the exceptions and additional rules which apply with respect to each domestic
market.

1.2 Terms and Conditions and Supplementary Terms and Conditions


In the event of any conflict between the Terms and Conditions or the Supplementary Terms and Conditions on
the one hand and these Operating Procedures on the other hand, the Terms and Conditions or the
Supplementary Terms and Conditions shall prevail. Except as otherwise provided in the Terms and
Conditions or the Supplementary Terms and Conditions, nothing contained in these Operating Procedures
shall limit the applicability of the Terms and Conditions or the Supplementary Terms and Conditions.

1.3 Incorporation by reference


(a) These Operating Procedures incorporate by reference the instruction deadline as published in the Euroclear
Documentation. In case of such incorporation by reference, these documents or relevant part thereof will
constitute an integral part of these Operating Procedures.

(b) In the event of any conflict between any Euroclear Documentation and any section of these Operating
Procedures, the latter shall prevail.

1.4 Contractual language


The official versions of the Terms and Conditions, the Supplementary Terms and Conditions and these
Operating Procedures, including any document incorporated by reference therein, are the English language
versions; any translation thereof into any other language is for the convenience of Participants only.

1.5 Amendment to these Operating Procedures


In conformity with Section 3 of the Terms and Conditions, Euroclear Bank may amend the Operating
Procedures at any time by notice to the Participants. Each Participant will, without prejudice to its rights
under Section 14(b) of the Terms and Conditions, be deemed to have agreed to have accepted any such
amendment:

(a) effective immediately, in the case of an amendment not adversely affecting Participants; and

(b) effective ten Business Days after dispatch thereof, in the case of any other amendment.

Operating Procedures 1
January 15, 2007
Part I - General Rules Section 1 - About the Operating Procedures

1.6 Headings and references


The headings and captions in these Operating Procedures are for reference only and shall not affect the
construction or interpretation of any of its provisions. Except as expressly provided herein, all references to
Sections and Annexes refer to Sections and Annexes of these Operating Procedures.

1.7 Time
All references to time in these Operating Procedures refer to the 24-hour clock (Brussels time) unless otherwise
stated.

2 Operating Procedures
January 1, 2001
Part I - General Rules Section 2 - The Euroclear System

2. The Euroclear System

Table of contents

2.1 Ownership and operation of the Euroclear System............................................................................ 1


2.2 Other services provided by Euroclear Bank.................................................................................….. 1
2.2.1 General .......................................................................................................................................... 1
2.2.2 Interest computation .................................................................................................................... 1
2.3 Rates of exchange .................................................................................................................................. 2
2.4 Claims and compensation ..................................................................................................................... 2
2.5 Value Date .............................................................................................................................................. 2

Operating Procedures
January 1, 2001
Part I - General Rules Section 2 - The Euroclear System

2.1 Ownership and operation of the Euroclear System


(a) The Euroclear System is owned by Euroclear Clearance System Public Limited Company, an English
company (the “Company”). The Company has licensed the Euroclear System to Euroclear Bank (the “Bank”), a
company incorporated under the laws of the Kingdom of Belgium. The Bank operates the Euroclear System.

(b) In accordance with the contract under which Euroclear Bank operates the Euroclear System, Euroclear Bank
provides Euroclear services to Participants in its own name. The Company does not participate in the provision
of such services, and does not enter into any contractual relationship with Participants in connection herewith.

(c) In accordance with the policy approved by the Euroclear Bank Board, Euroclear Bank takes the necessary
steps to assess and manage risks arising from Outsourcing. Euroclear Bank will ensure that Outsourced
activities will have security measures to maintain the confidentiality and integrity of Euroclear Bank
information or data (including project, client, financial and banking data). For purposes of these Operating
Procedures, “Outsourcing” means Euroclear Bank’s use of a third party (either an affiliated entity or an external
entity) to perform “Material Activities” on a continuing basis that would normally be undertaken by Euroclear
Bank itself. “Material Activities” are activities of such importance that failure or error in the provision of these
activities would be likely to have a major effect on a Euroclear Bank’s ability to meet regulatory responsibilities
and/or to continue in business (either because of a financial or reputational impact).

2.2 Other services provided by Euroclear Bank

2.2.1 General
(a) Euroclear Bank also provides certain services to Participants in its banking capacity. Such services are
governed by separate agreements and nothing contained in these Operating Procedures shall be construed as
amending such agreements or as giving any rights to Participants against Euroclear Bank in connection with
such services provided by Euroclear Bank in its banking capacity.

(b) In furnishing banking services to Participants in the Euroclear System, Euroclear Bank acts solely in its
capacity as a bank and not in its capacity as operator of the Euroclear System.

2.2.2 Interest computation


(a) Euroclear Bank determines the terms and rates of debit or credit interest applicable to each Settlement
Currency in a Cash Account and reserves the right to modify, at any time and without prior notice to the
Participant, such terms and rates, the periods for which such interest is calculated, the timing of the debit or
credit of any such interest, and other relevant modalities. Each Participant waives any right it may have under
applicable law to have interest rate information (including interest rates and calculation methods) applicable to a
debit balance specified on any statement of the balance in the Participant’s account. Euroclear Bank will make
applicable interest rate information available on request, in the manner it deems appropriate.

(b) Debit and credit interest are calculated separately by Euroclear Bank on the value dated balances and are
netted to produce a single interest amount for the period determined in accordance with the foregoing paragraph,
generally for the month, for each Settlement Currency subdivision of a Cash Account.

(c) Debit and credit interest are calculated monthly on a 360 or 365-day basis, following the market practice for
each Settlement Currency. Balances or interest amounts calculated in different Settlement Currency
subdivisions of a Cash Account are not netted.

(d) Any debit interest payable to Euroclear Bank or any credit interest payable by Euroclear Bank, if calculated
on a monthly basis for a particular month, is debited or credited on the fourth Business Day of the following
month, value dated the first calendar day of such following month.

Operating Procedures 1
April 17, 2006
Part I - General Rules Section 2 - The Euroclear System

2.3 Rates of exchange


(a) Exchanges of Settlement Currencies at the request of a Participant in connection with foreign exchange
transactions, foreign exchange direct dealing transactions and transfers pursuant to Section 16(a) of the Terms
and Conditions are effected on the basis of exchange rates determined by Euroclear Bank in its sole discretion
acting in its separate banking capacity.

(b) All other exchanges from one Settlement Currency to another, including transfers pursuant to Section
22.1.8.1 hereof, are, except as required by applicable exchange controls, effected on the basis of rates applicable
to all Participants. The rates are obtained each Business Day and are derived from the quoted bid and offer rates
taken by Euroclear Bank in its sole discretion from publicly available information sources generally considered
reliable.

(c) Euroclear Bank advises Participants by means of the “Daily cash movements report” described in the
Euroclear Documentation of the rates of exchange used in all exchanges from one Settlement Currency to
another which result in a debit or a credit to any subdivision of their Cash Accounts.

2.4 Claims and compensation


(a) The interest equivalent referred to in Section 16(g) of the Terms and Conditions is determined:

(i) from the day when the payment would have been carried out until the day when it is actually carried out,
subject to Section 16(g) of the Terms and Conditions;
(ii) on the basis of a year of 360 days;
(iii) at the debit rate applied to Participants' Cash Accounts for the relevant period; and
(iv) on the instructed amount of the payment.

(b) In all instances when the payment concerned was to another Cash Account, compensation will be made in
the form of a value date adjustment in the relevant Cash Accounts.

2.5 Value Date


(a) The Value Date shall be the date used in calculating interest in respect of debit or credit balances in a Cash
Account or calculating Lenders’ fees or Borrowers’ fees in respect of the Securities Lending and Borrowing
Program, as specified in these Operating Procedures or in any other document or notice Euroclear Bank deems
appropriate to communicate such Value Date. The Value Date may be, but is not necessarily, the same as the
date of the credit or debit entry.

(b) Each Participant waives the application of any law which purports to set value dates other than as specified
above.

2 Operating Procedures
November 16, 2009
Part I - General Rules Section 3 - Participants and their accounts in the Euroclear System

3. Participants and their accounts


in the Euroclear System

Table of contents

3.1 Participation in the Euroclear System ......................................................................................................1


3.2 Rights of Participants in the Euroclear System........................................................................................3
3.3 List of Participants ....................................................................................................................................3
3.4 Authorised disclosure ................................................................................................................................3
3.5 Confidential information...........................................................................................................................4
3.6 Participants’ accounts ...............................................................................................................................4
3.6.1 Abbreviation of names and special designations..................................................................................4
3.6.2 Opening of Accounts...........................................................................................................................5
3.6.2.1 Securities Clearance Accounts, Transit Accounts and Cash Accounts .........................................5
3.6.2.2 Additional accounts ....................................................................................................................5
3.6.2.3 Transit Accounts ........................................................................................................................5
3.6.2.4 Record-keeping Accounts ...........................................................................................................6
3.6.2.5 Memorandum accounts...............................................................................................................6

Operating Procedures
April 16, 2007
Part I - General Rules Section 3 - Participants and their accounts in the Euroclear System

3.1 Participation in the Euroclear System


(a) The admission policy is set and reviewed whenever deemed necessary by the Board of Euroclear Bank. Each applicant
for participation in the Euroclear System acknowledges that it is its obligation, as a condition of admission, to meet the
admission criteria to the Euroclear System:

(i) Financial resources: an applicant must demonstrate its ability to maintain adequate financial strength to support
the use of Euroclear Bank's services;
(ii) Technical and operational capability: an applicant must demonstrate it has both the staff and the technological
infrastructure to meet Euroclear Bank's operational requirements for the applicant's intended use;
(iii) Need for Euroclear Bank's services: an applicant must show that it expects to derive material benefit from direct
access to Euroclear Bank and to generate a sufficient volume of depot or transactions to justify admission;
(iv) Reputation in the market: an applicant must have a good name in the market. The regulatory status is taken into
account when evaluating an applicant's reputation; and
(v) Anti-money laundering programme: an applicant must have an anti-money laundering programme in place
designed to comply with local law on the prevention and detection of money laundering, and to provide sufficient
identification, control and reporting procedures.

Each Participant acknowledges that it is its obligation, as a condition of participation in the Euroclear System, to meet the
above admission criteria on an ongoing basis.

(b) Euroclear Bank shall determine in its sole discretion whether an applicant for participation in the Euroclear System
fulfills the above-mentioned admission criteria. Euroclear Bank will generally make this determination in light of the
following considerations, provided however that in all cases Euroclear Bank retains the right in its sole discretion to take
into account additional or fewer considerations in making its determination:

(i) Financial resources: The applicant must demonstrate the possession of adequate financial resources, as well as the
ability to maintain adequate financial resources on an ongoing basis, having regard to the type of business the
applicant is engaged in. The information available through public ratings agencies will be taken into consideration in
determining whether the applicant has a sound financial condition. If no rating is available, Euroclear Bank will
determine its own rating based on the combination of the shareholder's equity, assets size, and net income of the
applicant.
(ii) Technical and operational capability: The applicant must demonstrate that it has adequate personnel capable of
administering its use of the Euroclear System efficiently and adequate physical facilities, technological infrastructure,
communications systems, books, records and procedures to meet the operational requirements of the system and deal
with other Participants with promptness and accuracy. The applicant must also demonstrate an ability to maintain
this capability on an ongoing basis and to comply with any condition or requirement, which Euroclear Bank
reasonably deems necessary for the protection of the Euroclear System. The applicant should demonstrate that it has
the technological infrastructure to use SWIFT or to install and use EUCLID, proper back-up facilities, and qualified
and sufficient personnel to manage the technological infrastructure and the communications system. In addition, the
applicant should demonstrate that it has a separate back-office and expertise in settlement and custody of international
securities.
(iii) Need for Euroclear Bank services: The applicant must demonstrate that its business activities and capabilities are
such that it could expect material benefit from admission. The applicant must also demonstrate that upon admission
it could generate a sufficient volume of depot or transactions to justify its admission, taking due account of the
ongoing costs associated with maintenance of accounts and participation. The applicant must therefore demonstrate
that it expects to maintain in the Euroclear System a minimum average depot of EUR 150 million, a minimum of
1,000 transactions per month, or a combination there of.
(iv) Reputation in the market: The applicant must demonstrate that it has a good name in the market. In making this
determination Euroclear Bank shall consider the applicant’s regulatory status, if any, reputation of management and
any other factors deemed relevant by Euroclear Bank. The applicant must be regulated or be part of a listed company
on a major stock exchange. The applicant should also be located in a country with an appropriate regulatory
environment.
(v) Anti-money laundering programme: While it is the sole responsibility of each Euroclear applicant and Participant
to comply with any anti-money laundering requirements applicable to it as referred to in Section 10.3.1 (d), the
applicant must demonstrate that it has an adequate anti money laundering programme, taking into consideration the
client location and other relevant factors. In making this determination, Euroclear Bank shall consider the applicant's
compliance with any requirement that Euroclear Bank in its sole judgement deems necessary for the protection of its
reputation.

Operating Procedures 1
January 15, 2007
Part I - General Rules Section 3 - Participants and their accounts in the Euroclear System

Euroclear Bank does not accept any liability to the applicant or any other party for failure to seek or consider
any particular information in making its determinations regarding an applicant’s compliance with the above
criterion, including its determination regarding the adequacy of an applicant’s anti-money laundering
programme.

(c) The applicant must meet the admission criteria in order to allow Euroclear Bank and the Euroclear System to
comply with all applicable regulatory requirements and those regulatory and other requirements that it would be
in the best interest of Euroclear Bank to ensure compliance with. Application for participation in the Euroclear
System cannot expose Euroclear Bank to additional reporting, disclosure or other regulatory requirement.

(d) In applying the preceding criteria and requirements, Euroclear Bank shall have due regard to the protection
of the integrity of the Euroclear System and the maintenance of its character as a wholesale international
settlement system with a broad variety of Participants. Euroclear Bank may therefore deviate from the above-
mentioned criteria and requirements, upon decision of the Euroclear Bank Management Committee.

(e) Euroclear Bank accepts no liability in relation to the definition or the use of the above requirements and
admission criteria for determining whether an applicant Participant may be admitted to participate in the
Euroclear System.

(f) The Management Committee of Euroclear Bank shall notify each applicant of the acceptance or rejection of
its application in writing.

(g) If an application is rejected, the Management Committee of Euroclear Bank shall include in such written
notification the reasons for its rejection and an explanation of the procedures to be filed in case the applicant
wishes to appeal such rejection. Such procedures shall require the applicant to comply with the following steps:

(i) The applicant may appeal the rejection of its application to the Board of Euroclear Bank, by submitting a
written request for appeal to the Chairman of the Board within 30 days of receipt by the applicant of the
Management Committee’s written notification of the rejection of its application.
(ii) Each request for appeal shall set forth the grounds for its appeal, which shall specify the ways in which
the applicant believes that it fulfils the requirements of participation in the Euroclear System.
(iii) The Management Committee shall provide to the Euroclear Bank Board information relevant to its
consideration of such applicant, which shall be circulated prior to the meeting of the Board at which the
relevant appeal will be considered.
(iv) The Board of Euroclear Bank will decide on the appeal within 60 days of receipt of the Request for
Appeal and notify promptly the applicant of its decision. The Euroclear Bank Board may determine approval
or denial of appeal in its sole discretion, taking into account the admission criteria and such other
information as the Board in its sole discretion may consider appropriate. The Board’s decision to approve or
deny an appeal shall be final.

(h) The applicant Participant warrants and represents, and has the responsibility to ensure, that it has the
authority under its corporate charter or constituent documents and under applicable law to enter into such an
agreement to participate in the Euroclear System. Euroclear Bank is entitled to rely on such representation and
warranty without any inquiry or investigation in respect to such power and authority.

(i) If a Participant has been admitted to participate in the Euroclear System for certain limited purposes or
services only, Euroclear Bank has the right, in its sole discretion, and to the extent it considers it appropriate, to:

(i) refuse to process, and cancel at any stage, instructions that are inconsistent with such limitations; and
(ii) take any other action that the implementation of such limitation requires.

(j) Participation in the Euroclear System is not limited to the institutions as defined in Article 2(b), indents 1 to
4, of the EU Directive 98/26/EC of May 19, 1998 on Settlement Finality in Payment and Securities Settlement
Systems. In particular, non-financial institutions may also be admitted as participant provided they met the
admission criteria laid down in Article 3.1 (a) above.

2 Operating Procedures
September 20, 2004
Part I - General Rules Section 3 - Participants and their accounts in the Euroclear System

3.2 Rights of Participants with respect to securities held in the


Euroclear System
In accordance with Belgian law and Sections 4 of the Terms and Conditions and 19.2 of the Operating
Procedures, Participants which deposit securities in the Euroclear System have a co-ownership right in a pool of
fungible book-entry securities of each category held on their behalf by Euroclear Bank (and have no direct right
over any individual certificated or uncertificated securities) and Euroclear Bank does not acquire any ownership
interest in the securities deposited in the Euroclear System. This co-ownership right is of an intangible nature
and is represented solely by a book-entry record in the Participant’s account on the books of Euroclear Bank.
The pool of fungible book-entry securities in which Participants have such co-ownership right is located in
Belgium on the books of Euroclear Bank and not in the location of the specific underlying securities held by
Euroclear Bank with any Other Depositary.

3.3 List of Participants


(a) Euroclear Bank may distribute periodically to Participants a Directory of Participant, Counterparty and
Correspondent Codes, which includes a list of Participants and related Securities Clearance Account numbers.
All or part of such information may also be made available in the relevant Euroclear Documentation or in any
other form that Euroclear Bank considers appropriate.

(b) In the absence of a written request to the contrary from the Participant, its name and Securities Clearance
Account number will appear in certain Euroclear Documentation.

3.4 Authorised disclosure


(a) Each Participant authorises Euroclear Bank to disclose the Participant's name, the amount of securities of any
issue standing to the credit of, or recorded in its Securities Clearance Account or other Account in its name, the
amount of cash standing to the credit of any Cash Account, or any other information which is required to be
disclosed (if Euroclear Bank determines in its sole discretion that such disclosure is required):

(i) under any law or regulation applicable to it, a Depositary or Other Clearance System or a Cash
Correspondent;
(ii) under the provisions of the corporate charter or other constituent documents of the issuer of such
securities, or under the terms of the governing documentation of the issue;
(iii) pursuant to mandatory provisions of any law or regulation upon which the holding of such securities is
conditional (or upon which any payment of income, principal or any other distribution thereon, or any tax
concession or reduction obtained or to be obtained through the Euroclear System, with respect thereto, is
conditional), or pursuant to any agreement, certification or declaration by the Participant with respect thereto;
(iv) pursuant to an order or instruction of any court or other governmental agency or body of competent
jurisdiction;
(v) for investment funds (including international, offshore or domestic funds), upon request from the fund
management company or its duly authorised agent (or the fund itself);
(vi) for securities identified with a “3c7” marker, upon request from the issuer;

or where otherwise required or permitted under applicable bank secrecy principles of Belgian law.

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Part I - General Rules Section 3 - Participants and their accounts in the Euroclear System

(b) In the absence of a written request to the contrary from the Participant, each Participant authorises Euroclear Bank
to disclose to third parties, as Euroclear Bank considers appropriate in the context of its role as Euroclear Operator,
the name of the Participant and the fact that it is a Participant in the Euroclear System. In addition, each Participant
hereby authorises Euroclear Bank to disclose settlement information to stock exchanges, other trading platforms or
clearing houses with whom Euroclear Bank or such Participant has contractual arrangements in place regarding the
settlement of trades executed or cleared on or through such platforms. To facilitate smooth processing of settlement
transactions, each Participant further authorises Euroclear Bank to disclose its name, the fact that it is a Participant in
the Euroclear System and its Securities Clearance Account number to other Participants (or their authorized
representatives) and to Euroclear Depositaries.

(c) In addition, in the absence of a written request to the contrary, each Participant hereby authorises Euroclear Bank
to disclose information about the positions and activity in its Securities Clearance Account(s) and Cash Account(s) to
any third party who is subject to substantially the same confidentiality obligations as Euroclear Bank and with whom a
joint venture, acquisition, merger, or other consolidation in relation to the Euroclear System has been publicly
announced by Euroclear Bank or Euroclear plc.

(d) Each Participant authorises Euroclear Bank to disclose or give access to information about it and the positions and
activity in its Account(s) to any other entity of the Euroclear group of companies to the extent that it is necessary for
the purposes of analysis, the development, testing and operation of systems and the offering, arranging, managing and
provision of products and services of the Euroclear group of companies. Any such recipient of information is
additionally authorised to make disclosure of such information or give access to such information to relevant third
parties (for instance consultants and contractors) where such disclosure and access is required for the performance of
those activities listed above. Every recipient of such information shall be subject to obligations of confidentiality in
respect of that information.

3.5 Confidential information


(a) Participants must take all necessary precautions when sending confidential information to Euroclear Bank whether
by telephone, fax or any other means of communication. Participants agree to maintain the confidentiality of
confidential information received from Euroclear Bank.

(b) Euroclear Bank may store, reproduce, download or transmit confidential information (including but not limited to
confidential information received from Participants) through any website or internet server or any other means of
secured communication for use or retrieval by such Participant. Euroclear Bank will use the standard, where
applicable, of security, encryption and authentication procedures or software that it, in its sole discretion, deems
adequate to prevent disclosure to any unauthorised third party in the course of storing, reproducing, downloading or
transmitting such information.

(c) Euroclear Bank may transmit or accept confidential information by any means it deems appropriate (including but
not limited to E-mail or fax) (including but not limited to confidential information on or received from Participants)
to and from Participants, to and from Depositaries, to and from Cash Correspondents or to and from other third party
if this is required in relation to the services provided by Euroclear Bank (including but not limited to information
provided within the scope of Section 3.4 of these Operating Procedures), or if this is consistent with a market practice
or if there is no other means of transmitting or receiving such confidential information or in case of contingency.

(d) If any such confidential information is intercepted or is otherwise obtained by a third party, Euroclear Bank
accepts no liability for the use or the disclosure of such information by any third party or any consequences thereof.

3.6 Participants’ accounts

3.6.1 Abbreviation of names and special designations


(a) An electronic record is created to identify the Participant and the accounts related to that Participant in computer
produced reports. Euroclear Bank reserves the right to abbreviate the name of the Participant and the accounts related
to that Participant in computer produced reports. Euroclear Bank reserves the right to abbreviate the name of the
Participant or of any other name or designation that may be added in accordance with these Operating Procedures to
bring it within the available record length and does not accept any liability in respect of such abbreviation.

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Part I - General Rules Section 3 - Participants and their accounts in the Euroclear System

(b) If Euroclear Bank adds a designation in an account identifying the name of a person other than the
Participant (whether in accordance with Section 3.6.2.2, in memorandum accounts maintained for proxy voting
purposes, or for any other purpose), such designation does not create any contractual relationship between such
designated person and Euroclear Bank, or otherwise give the designated person any claim against Euroclear
Bank with respect to any securities or cash held in these accounts.

3.6.2 Opening of Accounts

3.6.2.1 Securities Clearance Accounts, Transit Accounts and Cash Accounts


(a) Whenever a Participant enters into an agreement to participate in the Euroclear System, Euroclear Bank shall
open at least two accounts for each Participant in the Euroclear System, namely:

(i) a Securities Clearance Account to which securities accepted in the Euroclear System are credited; and
(ii) a related Cash Account with currency subdivisions in each Settlement Currency accepted in the Euroclear
System.

(b) Euroclear Bank informs the Participant, by means that it in its sole discretion determines to be appropriate, of
its Securities Clearance Account number and when its Securities Clearance Account and related Cash Account
are available for transactions.

3.6.2.2 Additional accounts


(a) Without prejudice to the rule of unity of accounts set forth in Section 16 of the Terms and Conditions,
Euroclear Bank may, at the request of a Participant that wishes to segregate securities held in the Euroclear
System in two or more Securities Clearance Accounts, open additional Securities Clearance Accounts, each with
related Transit Accounts and Cash Accounts.

(b) Without prejudice to Section 10.2, all such additional accounts referred to in (a) above, shall be in the same
name as the main account, except that, if a Participant so requests, Euroclear Bank will add a designation in
order to distinguish any additional accounts from the Participant's main account.

(c) A Participant may designate one of its Cash Accounts as an aggregate Cash Account in which any and all
cash debits and credits related to several or all of its Securities Clearance Accounts, as specified by a Participant,
will be made (the “Aggregate Cash Account”), subject however to any specific Cash Account having been
designated for fee postings.

(d) If a Participant has designated an Aggregate Cash Account for several or all of its Cash Accounts any
reference in the Terms and Conditions and Operating Procedures to a related Cash Account shall mean the
Aggregate Cash Account, where applicable.

3.6.2.3 Transit Accounts


(a) Whenever Euroclear Bank opens a Securities Clearance Account for a Participant, it automatically creates a
separate balance within such account used for the purpose of recording securities that have either been received
into the Euroclear System but do not yet meet the conditions for credit to the available balance of a Securities
clearance Account, or have been debited from the available balance of a Securities Clearance Account and have
not yet been delivered our of the Euroclear System. This separate balance is referred to as the Transit Account.
For the purposes of Belgian law this separate balance is the différé part of the Securities Clearance Account
within the meaning of Royal Decree No. 62 as coordinated by Royal Decree of 27 January 2004, and it forms an
integral part of the Participant's Securities Clearance Account.

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Part I - General Rules Section 3 - Participants and their accounts in the Euroclear System

(b) Securities standing to the credit of a Transit Account are not available for the settlement of transactions or
Custody Operations.

(c) Euroclear Bank accepts no liability with respect to the credit of securities to such Transit Account.

3.6.2.4 Record-keeping Accounts


(a) As defined in the Supplementary Terms and Conditions, Record-keeping Account means an account to
record Borrowings and Loans opened by Euroclear Bank on its books in the name of each Borrower and each
Lender.

(b) A Record-keeping Account may be divided into different subaccounts to record different types of
Borrowings or Loans, or Borrowings or Loans with different terms, fees, priority allocations, or other features.
Each such sub-account may be named a Record-keeping Account but will be considered for all purposes,
except as otherwise set forth in the Operating Procedures, as being part of one single and indivisible Record-
keeping Account as defined herein.

3.6.2.5 Memorandum accounts


(a) Euroclear Bank may maintain memorandum accounts for the purpose of facilitating reporting of
information to Participants or for other purposes as Euroclear Bank in its sole discretion considers appropriate.
Such accounts do not record holdings of securities in the Euroclear System, and as a consequence, do not
correspond to any securities available for the settlement of transactions, for lending in the Securities Lending
and Borrowing Program, for inclusion in any calculation of collateral value by Euroclear Bank in its separate
banking capacity, or for any other purpose.

(b) In particular, memorandum accounts may be established:

(i) for the purposes of noting that securities temporarily delivered out of the Euroclear System for voting
purposes in certain markets are expected to be redeposited in the Euroclear System (see Section 20.8);
(ii) for the purposes of recording information and providing services in respect of securities that are not
held in the Euroclear System (see also Section 27 “FundSettle International services”).

(c) Euroclear Bank may close memorandum accounts at any time it considers appropriate.

(d) Euroclear Bank will maintain records of the IOA for each New Global Note. Such records shall constitute a
memorandum account as defined in this Section 3.6.2.5 and shall be designated as the “Issuer Memorandum
Account”. Upon the request of an authorized person, Euroclear Bank will produce a statement showing the
sum of the total nominal amount of its Participant holdings for securities issued in NGN form as of the date
specified in such request.

6 Operating Procedures
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Part I - General Rules Section 4 - Acceptance of securities in the Euroclear System

4. Acceptance of securities
in the Euroclear System

Table of contents

4.1 Eligibility criteria .................................................................................................................................... 1


4.2 Application of eligibility criteria............................................................................................................. 1
4.3 Acceptance of a security.......................................................................................................................... 1
4.3.1 Information requirements.................................................................................................................. 1
4.3.2 Numbering Agency........................................................................................................................... 2
4.3.2.1 Common Code and security description .................................................................................... 2
4.3.2.2 International Security Identification Number (“ISIN”) .............................................................. 3
4.3.2.3 European Pre-Issuance Messaging System ("EPIM") Services.................................................. 3
4.3.2.3.1 EPIM Services ..................................................................................................................... 3
4.3.2.3.2 Registration for EPIM services............................................................................................... 3
4.3.2.3.3 Connection to EPIM services ................................................................................................. 3
4.3.2.3.4 Responsibility in relation to EPIM ......................................................................................... 4
4.3.2.3.5 Security ................................................................................................................................. 4
4.3.2.3.6 Processing of EPIM messages ................................................................................................ 5
4.3.2.3.7 Fees ....................................................................................................................................... 5
4.3.2.3.8 Contingency procedures......................................................................................................... 6
4.3.3 Fungibility ........................................................................................................................................ 6
4.3.4 Invalid securities............................................................................................................................... 6
4.3.5 Instructions Involving Unknown Securities Codes............................................................................. 7
4.3.6 Confidential Securities...................................................................................................................... 7
4.4 Risk-Linked securities............................................................................................................................. 8

Operating Procedures
June 19, 2006
Part I - General Rules Section 4 - Acceptance of securities in the Euroclear System

4.1 Eligibility criteria


(a) Euroclear Bank may accept securities for deposit into the Euroclear System in accordance with such criteria as it
may in its sole discretion from time to time determine and if, in its sole discretion, it deems that the securities are
compatible with the nature and maintenance of a wholesale international clearing and settlement system and meet
other relevant considerations, such as fungibility and regulatory and tax considerations.

(b) The securities which are accepted in the Euroclear System are listed in the Euroclear Bank securities database.

(c) Securities may be in bearer, registered, or dematerialised form, subject to variations in classifications in different
markets. Physical securities accepted for deposit in the Euroclear System may be in the form of individual certificates,
permanent, or temporary global certificates representing an entire issue. Euroclear Bank does not accept securities
represented by a semi-permanent global bearer certificate that is partially exchangeable into definitive certificates.

(d) Odd lots (i.e. quantities of securities other than the minimum number of securities usually traded in a local market)
that are not eligible for deposit in the relevant local clearing system are not accepted in the Euroclear System.

(e) Nominal amounts of securities expressed in decimals are not accepted for deposit in the Euroclear System, unless
otherwise set forth in these Operating Procedures. Fractional nominal amounts of funds securities may be accepted for
deposit in the Euroclear System under the conditions set out in Section 20.11.

(f) Euroclear Bank may decide in its sole discretion for which services the securities will be eligible.

(g) Participants’ attention is drawn to Section 19.1.1 in respect of securities in the event of the issuer’s bankruptcy,
insolvency or other default.

(h) Fractional amounts of securities for which the denomination currency is EUR and the minimum denomination is
expressed with up to two digits after the decimal point may be accepted for deposit in the Euroclear System.

4.2 Application of eligibility criteria


Euroclear Bank reserves the right in its sole discretion at any time and without notice:

(a) not to accept for deposit in the Euroclear System any security or issue of securities;

(b) to withdraw acceptance of any security or issue of securities previously accepted;

(c) to refuse any deposit into the Euroclear System of securities regardless of any holding of other securities of the
same issue, or to deliver any securities out of the Euroclear System to any Participant holding such securities in the
Euroclear System, if it determines that such delivery would be necessary:

(i) under any applicable law or regulation or any provision of the corporate charter or other constituent document
of the issuer of such securities or under the terms of the governing documentation of the issue, or
(ii) as a result of any applicable corporate, judicial or administrative decision or in consequence of a corporate,
judicial or administrative enquiry; or
(iii) in the best interests of Participants generally or of the Euroclear System.

4.3 Acceptance of a security

4.3.1 Information requirements


(a) A Participant must notify Euroclear Bank of its wish to deposit securities of an issue not yet accepted in the
Euroclear System sufficiently in advance of such deposit to allow Euroclear Bank to obtain such information as may be
necessary to decide whether to accept such securities.

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Part I - General Rules Section 4 - Acceptance of securities in the Euroclear System

(b) Upon its request for acceptance of an issue of securities, the Participant shall provide Euroclear Bank with
any information that Euroclear Bank may request to determine whether such securities may be accepted for
deposit in the Euroclear System.

(c) Euroclear Bank may accept securities in accordance with Sections 4.1 and 4.2 above on the basis of
information provided directly by the issuer, lead manager, issuing agent, indirectly through Clearstream or by
any other source in connection with the allocation by it of a Common Code (or ISIN), but accepts no liability
for acting in reliance on such information or for any inaccuracy, incompleteness or untimeliness of any such
information.

(d) With respect to securities issued in NGN form, for acceptance Euroclear Bank will require a signed Issuer-
ICSDs Agreement and, if necessary an Effectuation Authorisation and/or a legal opinion. The required forms
for the Issuer-ICSDs Agreement and Effectuation Authorisation are available on the Euroclear website. With
respect to such Issuer-ICSDs Agreement, Euroclear Bank is authorised to accept such agreement by fax or
email transmission. Euroclear Bank shall be under no obligation to make any verification as to the identity of
the persons signing such Issuer-ICSDs Agreement or Effectuation Authorisation or the conformity of their
signatures with any list of authorised signatories. Euroclear Bank accepts no liability whatsoever for (i) any
error regarding the identity of the persons signing such Issuer-ICSDs Agreement or Effectuation Authorisation
or the conformity of their signatures with any list of authorised signatories; or (ii) any failure to detect any
forgery.

4.3.2 Numbering Agency

4.3.2.1 Common Code and security description


(a) As soon as reasonably practicable after it has been requested, a nine-character Common Code will be
allocated either jointly or individually by Euroclear Bank or Clearstream to each issue of securities held in
either the Euroclear System or Clearstream or both. Common Codes will be allocated regardless of whether
Euroclear Bank and Clearstream are responsible for the allocation of an ISIN.

(b) Euroclear Bank reserves the right to use such means as it deems appropriate to identify each security and
does not accept any liability in respect of such method of identification.

(c) Euroclear Bank may assign more than one Common Code to securities which are issued under the same
governing documentation, but which may be treated dissimilarly, for example where:

(i) securities of the same issue may be in either registered or bearer form; or
(ii) securities of the same issue exist in different denominations; or
(iii) local market practice necessitates different treatment; or
(iv) in other circumstances that Euroclear Bank deems it appropriate.

(d) The securities held under each Common Code will be deemed to constitute a separate issue for the purpose
of Section 17 of the Terms and Conditions, provided that securities which correspond to more than one form or
option which have been assigned separate Common codes may be deemed to constitute a single issue for the
purposes of Section 17 of the Terms and Conditions.

(e) Where different Common Codes have been assigned, it is the responsibility of Participants sending
instructions with regard thereto to verify that they use the Common Code associated with the appropriate form
of the security.

(f) Euroclear Bank reserves the right not to accept any deposit of securities of any issue into the Euroclear
System and consequently, not to accept instructions from Participants, until after a Common Code has been
allocated by Euroclear Bank or Clearstream for such securities.

(g) The mere allocation of a Common Code by Euroclear Bank or Clearstream does not mean that the security
has been accepted in the Euroclear System.

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Part I - General Rules Section 4 - Acceptance of securities in the Euroclear System

4.3.2.2 International Security Identification Number (“ISIN”)


(a) To the extent that Euroclear Bank and Clearstream are responsible for the allocation of an ISIN, the
Common Code for an issue will form the nine-character basic code for the related ISIN.
(b) Insofar as Euroclear Bank publishes, or otherwise makes available to Participants, ISINs allocated by other
numbering agencies, including substitute agencies, it accepts no liability for the inaccuracy, incompleteness or
untimely delivery of such ISINs and accepts no liability in respect of the use of such ISINs.
(c) The mere allocation of an ISIN by Euroclear Bank or Clearstream does not mean that the security has been
accepted in the Euroclear System.

4.3.2.3 European Pre-Issuance Messaging System (“EPIM”) Services

4.3.2.3.1 EPIM services


(a) EPIM services provided by Euroclear Bank to Participants are part of the Euroclear Bank services rendered
by Euroclear Bank as operator of the Euroclear System and in its capacity as numbering agency.
(b) A description of the EPIM services is contained in the EPIM Documentation, available upon request.
(c) Participants shall be informed of:
(i) the categories of securities that are eligible for EPIM services; and
(ii) the EPIM operating hours (being the hours in which EPIM may be used by Participants and the hours
in which EPIM is used by Euroclear Bank to provide EPIM services);
through the EPIM Documentation or by such other means as Euroclear Bank deems appropriate.
(d) The terms and conditions for the use of EPIM in this section 4.3.3 are without prejudice to and are in
addition to the terms and conditions for the allocation of Common Codes and ISINs set out in section 4.3.2.

4.3.2.3.2 Registration for EPIM services


(a) In order to be eligible to use EPIM services provided by or on behalf of Euroclear Bank, a Participant must
enter into an agreement with Euroclear Bank by completing, signing and returning the relevant registration
form (the “Participant Subscription Agreement to EPIM services”) included in the EPIM Documentation
which can be obtained upon request from Euroclear Bank. By doing so, the Participant agrees to the rules for
use of EPIM services set out in these Operating Procedures and as described in the EPIM Documentation;
(b) Euroclear Bank shall be under no obligation to provide any EPIM services or process any EPIM messages
sent from or attributable to a Participant who has not entered into the agreement required by (a) above.

4.3.2.3.3 Connection to EPIM services


(a) Participants will be able to connect to EPIM via a private IP network, by other connection channels detailed
in the EPIM Documentation, or by any other means that Euroclear Bank may from time to time decide. The
availability of such connection channels will be notified to Participants in such manner and at such time
Euroclear Bank deems appropriate. The use of such channels may be conditional on Participants entering into
an agreement with the network provider. Euroclear Bank may decide at any time to discontinue any of these
channels for any reason with prior notice to Participants and shall notify Participants in advance or as soon as
practicable after such discontinuance.

(b) Each Participant warrants that all the information contained in each registration form it signs in connection
with EPIM is true, complete and accurate in all respects and authorises Euroclear Bank to communicate
information contained in the Participant’s registration forms or other documents in the EPIM Documentation
to the relevant supplier of services, as Euroclear Bank deems it appropriate. Each Participant agrees that it
will notify Euroclear Bank promptly upon becoming aware that any such information is not true (or ceases to
be true), complete or accurate in any respect.

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Part I - General Rules Section 4 - Acceptance of securities in the Euroclear System

(c) Participants using EPIM are solely responsible for selecting the most appropriate EPIM connection channel
for their own operational requirements.

4.3.2.3.4 Responsibility in relation to EPIM


(a) Any EPIM message received from a Participant, or appearing to Euroclear Bank to be from a Participant,
which has passed through Euroclear Bank’s authentication procedures will be treated as authentic for all
purposes.
(b) In accordance with, and without limiting the generality of Section 12 of the Terms and Conditions,
Euroclear Bank shall not be liable for any action or failure to take action in connection with EPIM services in
the event and to the extent that such action or failure arises out of mechanical breakdown, computer or system
failure or any other failure of equipment, failure or malfunctioning of any communications media for whatever
reason (whether or not such media are made available to Participants by Euroclear Bank), interruption
(whether partial or total) of power supplies or any other utility or service, or the acts or omissions of (or the
bankruptcy or insolvency of) any supplier of network, other services, computer software and/or equipment,
identification or other devices in connection with EPIM, or for the acts and omissions (or the bankruptcy or
insolvency) of any other entity acting as numbering agency, or the consequences thereof (including the
inability of a Participant to access or use EPIM or any delay in the allocation of codes). In the event of such
failure, clause 4.3.2.3.8 (Contingency procedures) shall apply.
(c) Each Participant agrees that it is solely responsible for the use of all third party software and hardware
applications relating to its use of EPIM (‘Third Party Equipment’). Without limitation to the generality of the
foregoing, each Participant shall be solely responsible, for procuring any necessary licenses or consents from
third parties and for compliance with the same. Euroclear Bank accepts no liability arising in relation to any
defects or inadequacies of any Third Party Equipment or for any action or failure to take action by a Participant
or any other person resulting from such selection, use, procurement and/or compliance.
(d) Each Participant acknowledges that Euroclear Bank gives no warranty that EPIM or its access and use will
be interruption or error free. In particular, but without limitation:
(i) Euroclear Bank reserves the right to suspend the EPIM service from time to time in order to carry out
maintenance as it sees fit; and
(ii) Euroclear Bank accepts no liability with respect to any non availability of the EPIM service or any other
damage or loss caused to any Participant howsoever arising as a result of the transmission or execution of
any computer virus, Trojans, worm or other maliciously written code.
(e) Euroclear Bank makes no representation and gives no warranty of any kind regarding EPIM, including any
warranty as to merchantability or fitness for any particular purpose.

4.3.2.3.5 Security
(a) A Participant using EPIM services shall be solely responsible for the security of its connection to EPIM and
shall be solely responsible for any loss, damage or liability as a result of any failure to maintain the security of
its connection to EPIM.
(b) Each Participant will be assigned a user ID and a password. Each Participant may be required to change its
password at regular intervals. Failure to change a password before its expiry date may result in its revocation
without notification. Each Participant shall adopt adequate procedures to ensure the secrecy of all passwords
assigned to them.
(c) Each Participant acknowledges that a failure to comply with any relevant security requirements in respect
of its connection to EPIM (including those set out in these Operating Procedures and in the EPIM
Documentation) may result in a failure of the security provided by such documents and may expose the
Participant to statutory and contractual liability. The Participant agrees to indemnify and hold harmless
Euroclear Bank and its agents and employees against any loss, claim, liability or expense asserted against or
imposed on or incurred by Euroclear Bank:

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Part I - General Rules Section 4 - Acceptance of securities in the Euroclear System

(i) as a result of the failure to comply with any such security requirements; or
(ii) caused by the unauthorised use of a Participant’s connection to EPIM to send EPIM messages or
otherwise; or
(iii) arising from any false or misleading information provided or misrepresentation of fact made by or on
behalf of the Participant or any failure by the Participant to disclose a material fact related to such security
requirements, if such failure was made negligently or with intent to deceive Euroclear Bank.

(d) Euroclear Bank may disconnect its connection to EPIM or may disconnect a Participant’s connection to
EPIM at any time at its sole discretion. Without limitation, such disconnection might arise in circumstances
where the relevant Participant is in breach of its contractual obligations to Euroclear Bank or for security
reasons. Euroclear shall notify the relevant Participant prior to or as soon as practicable after such
disconnection.

(e) A Participant may, after serving reasonable notice on Euroclear Bank, disconnect its connection to EPIM
(provided that at the time of disconnection there are no EPIM Messages pending or being processed in respect
of that Participant).

4.3.2.3.6 Processing of EPIM messages


(a) Euroclear will process EPIM messages only as sent by or on behalf of the relevant Participant.

(b) The required form and content of EPIM messages are set out in the EPIM Documentation, or as Euroclear
may otherwise notify the Participant.

(c) Only those EPIM messages which conform to the format and which contain the required data prescribed in
the EPIM Documentation, or which Euroclear Bank deems suitable for acting upon, are considered valid and
accepted. Euroclear Bank accepts no liability for its refusal to act upon EPIM messages that do not conform to
such rules.

(d) EPIM messages will be subject to Euroclear Bank’s internal validation procedures. Accordingly, EPIM
messages to Euroclear Bank may require further information and validation by telephone.

(e) Euroclear Bank may deem certain incorrectly formatted EPIM messages to be suitable for processing
without requesting further instructions from the Participant if it has the information necessary to repair the
EPIM message available to it and reasonably believes the Participant intended to input the correct information
in its EPIM message. Euroclear will notify the Participant of any EPIM message it repairs as soon as
practicable. Euroclear Bank accepts no liability in respect of any repaired EPIM Message which it processes.

(f) Euroclear Bank may, in its sole discretion, refuse to act upon any EPIM message it receives and accepts no
liability for any direct or indirect consequences of such refusal.

(g) Euroclear Bank will notify the Participant of any EPIM message it rejects in the manner set out in the
EPIM Documentation. Euroclear Bank endeavours to inform Participants as soon as possible of the receipt of
invalid EPIM messages but accepts no liability for any delay in doing so.

(h) All EPIM messages sent by a Participant are irrevocable. However, a Participant may request the
cancellation of, or an amendment to, an ISIN or Common Code which has been allocated.

4.3.2.3.7 Fees
Participants using EPIM services shall be charged a fee per message sent or received via EPIM, as set out in
the Euroclear Documentation related to tariffs.

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Part I - General Rules Section 4 - Acceptance of securities in the Euroclear System

4.3.2.3.8 Contingency procedures


(a) The EPIM services will be available to Participants at the times set out in the EPIM Documentation.
Euroclear Bank will process EPIM messages only during its normal business hours.

(b) In the case of unavailability of EPIM services whereby Euroclear Bank or a Participant is not able to send
or receive EPIM messages due to any interruption in the EPIM services (other than at the times the EPIM
services are unavailable as set out in (a) above), the affected Participant may contact the New Issues Money
Market Desk: at Euroclear Bank by telephone to communicate information that would have been sent by an
EPIM message. The telephone contacts at Euroclear Bank in such cases are set out in the EPIM
Documentation, or as notified in such manner as Euroclear Bank may from time to time decide.

(c) Euroclear Bank shall, when requested, allocate codes by phone within normal business hours as soon as
reasonably practicable, in accordance with these Operating Procedures.

4.3.3 Fungibility
(a) At the time of acceptance of a subsequent tranche of new issues of securities for deposit into the Euroclear
System, Euroclear Bank will determine whether the securities are treated on a fungible basis with those
previously issued, on the basis of the governing documentation and/or the law governing the issue.

(b) Securities held in the Euroclear System are held fungibly by issue, except where some securities of a given
issue (such as securities drawn for redemption) are not in fact fungible with all other securities of such issue, in
which case such securities are held as a separate fungible mass. Subject to the provisions of Section 4.3.2, all
the securities of a particular issue are identified by the same Common Code.

(c) In instances in which the same issue of securities may be held in more than one form (e.g. registered and
bearer) or is otherwise issued in forms that cannot be treated as fungible in the judgement of Euroclear Bank,
Euroclear Bank may decline to hold such security in any or all such forms. Remote Market Securities will not
be treated as fungible with the Home Market Securities of the same issue.

(d) Euroclear Bank may, at its sole discretion, accept or refuse to treat subsequent tranches of an issue of
securities as fungible with previous tranches of the same issue. Euroclear Bank accepts no liability for any
consequences of such acceptance or refusal.

4.3.4 Invalid securities


(a) Euroclear Bank accepts securities for deposit into the Euroclear System or as eligible for Euroclear services
in respect thereof on the assumption that such securities have been validly issued and has no obligation to
make any investigation as to the valid issuance of such securities. Euroclear Bank accepts no liability if the
securities which are held in the Euroclear System or which are made eligible for other Euroclear services are
subsequently found not to have been validly issued.

(b) If Euroclear Bank, subsequent to effecting a credit to any Account in respect to such securities receives
information, from any source which in its sole discretion it considers reliable, that the securities may be
invalid, it shall take such action with respect thereto as in its sole discretion it determines to be appropriate.
Such action may include, without limitation:

6 Operating Procedures
January 15, 2007
Part I - General Rules Section 4 - Acceptance of securities in the Euroclear System

(i) blocking all such securities in the Account to which they were credited;
(ii) holding in suspense any unexecuted settlement instruction, Custody Operation instruction or securities
lending and borrowing request for such securities;
(iii) not accepting any further settlement instruction, Custody Operation instruction or securities lending
and borrowing request for such securities;
(v) debiting all entries related to such securities in any Account;
(vi) suspending all services related to such securities;
(vii) cancelling all unexecuted instructions in such securities; and
(viii) deleting the security code assigned to such securities from the securities database.

(c) Euroclear Bank accepts no liability for any consequences of its acceptance and holding of, or its execution
of instructions in, any security of which the issuance is cancelled, or for any issuance which it considers, in its
sole discretion, to be invalid, or for the consequences of its judgement that the issue is or may be invalid, nor
for any action it may take under (b) above.

4.3.5 Instructions Involving Unknown Securities Codes


Upon Participant request, Euroclear Bank will recycle securities transaction instructions that have been
rejected by the validation process because of an unknown security code. During the recycling process,
Euroclear Bank will endeavour to investigate the eligibility of the security. Any such recycling is not a
guarantee of acceptance by Euroclear Bank of any particular security. Euroclear Bank accepts no liability for
any losses incurred because a Participant has assumed Euroclear Bank acceptance of a particular security.

4.3.6 Confidential Securities


(a) Upon receipt of a valid request meeting the conditions of this Section 4.3.6 from a lead manager or an
issuer or its agent for acceptance of a new security into the Euroclear System, Euroclear Bank may agree in its
sole discretion to set up the relevant record of such security in the Euroclear Bank securities database as a
confidential issue. Confidential issues may be set up by Euroclear Bank solely pursuant to the terms of this
Section 4.3.6.

(b) The requestor must specify whether the confidentiality restrictions on the issue should continue until:

(i) the end of life (maturity) of the security;


(ii) receipt of the final documentation by Euroclear Bank; or
(iii) expiry of a fixed period of time specified by the requestor.

(c) The requestor must specify whether the confidentiality restrictions should or should not be applied to
Clearstream Banking SA.

(d) Securities marked as confidential by Euroclear Bank are not included in reporting to Participants or
available for inquiry by Participants, except for the Deferred Income Payments Section of the Euroclear website
which includes only the ISIN code, common code, type of payment (e.g., coupon, redemption) and the value
date expected and value date received for Cash Custody Distributions received by Euroclear Bank in respect of
such confidential securities.

(e) Euroclear Bank will make available information about securities marked as confidential to:

(i) Participants that have a position in a confidential issue;


(ii) Participants that have entered a settlement instruction for a securities transaction in a confidential issue
and their counterparties, and
(iii) the lead manager or issuer or its agent that requested confidentiality.

Operating Procedures 7
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Part I - General Rules Section 4 - Acceptance of securities in the Euroclear System

Requests from other parties for information on issues marked as confidential will be referred to the relevant
party (lead manager or issuer or its agent) that requested that the issue be marked as confidential.

(f) Participants, issuers and lead managers should be aware that Euroclear Bank does not confirm whether or
not telephone inquiries are received from Participants with positions or pending settlement instructions in a
confidential issue. In this respect, Euroclear Bank relies solely on the oral representations of the caller.
Accordingly, Euroclear Bank accepts no liability for provision of information on a confidential issue to a caller
that has misrepresented himself.

(g) Confidentiality restrictions on securities in the Euroclear System are removed if the information about the
security becomes publicly available, for example, if the security is listed on a regulated exchange.

4.4 Risk-Linked Securities


(a) From time to time, Euroclear Bank may accept securities for deposit into the Euroclear System that have
been designated by the issuer as “risk-linked securities”. Such securities are designated in the Euroclear Bank
securities database with the descriptor “RLS” in the name field of the security.

(b) Securities designated with the “RLS” descriptor in the name field of the security in the Euroclear Bank
securities database indicate that the security is a “risk-linked security” the ownership of which, according to
information provided to Euroclear Bank by the issuer or its agent, may (i) involve a risk of becoming subject to
regulation as a provider of insurance or reinsurance or (ii be limited to investors in certain “permitted
jurisdictions” specified by the issuer. The “RLS” descriptor and the term “risk-linked security” are not used
for any other purpose and do not refer to any other type of security, although other securities accepted in the
Euroclear System that do not carry this designation may be linked to certain risks and holdings may be
restricted to certain permitted persons.

(c) The “RLS” descriptor and the term “risk-linked security” are applied by Euroclear Bank solely at the
request of the issuer or its agent. Euroclear Bank does not verify the accuracy or appropriateness of such a
request and does not provide guidance or legal advice to Participants as regards securities that include such
designation. Participants that wish to hold such “risk-linked securities” are advised to check with the own
legal counsel. Euroclear Bank accepts no liability with respect to accuracy or appropriateness of the “RLS”
designation or the decision of a Participant to hold securities so designated in its Securities Clearance Account.

8 Operating Procedures
January 15, 2007
Part I - General Rules Section 5 - Acceptance of currencies in the Euroclear System

5. Acceptance of currencies in
the Euroclear System

Table of contents

5.1 Eligibility criteria .................................................................................................................................... 1


5.2 Application of eligibility criteria............................................................................................................. 1
5.3 Composite Currency Units ...................................................................................................................... 1

Operating Procedures
June 18, 2007
Part I - General Rules Section 5 - Acceptance of currencies in the Euroclear System

5.1 Eligibility criteria


(a) Without prejudice to Section 16(d) of the Terms and Conditions, Euroclear Bank may:

(i) accept any currency (including gold and Composite Currency Units) as a Settlement Currency; and
(ii) determine the use of such Settlement Currency, that in its sole discretion it determines to be compatible
with the nature and maintenance of a wholesale international clearing and settlement system.

(b) Currencies which have been accepted as Settlement Currencies are listed on the Euroclear Documentation
with respect to cash transfers. Some Settlement Currencies are not available for the settlement of Bridge
and/or external transactions.

(c) Currencies are identified by the International Organisation for Standardisation (“ISO”) three letter currency
code.

5.2 Application of eligibility criteria


Euroclear Bank reserves the right in its sole discretion at any time and without notice:

(a) not to accept in the Euroclear System any currency as a Settlement Currency;

(b) to withdraw acceptance with respect to any Settlement Currency previously accepted; and

(c) to refuse any deposit into the Euroclear System of a Settlement Currency regardless of any deposit of other
funds of the same Settlement Currency, or to deliver out of the Euroclear System to any Participant holding
such funds in the Euroclear System, if it determines that acceptance of any deposit in such Settlement Currency
would not be in the best interests of Participants generally or of the Euroclear System.

5.3 Composite Currency Units


(a) Euroclear Bank may consider any Composite Currency Unit as a Settlement Currency.

(b) The composition of Composite Currency Unit with respect to a given issue of securities may be as set forth
in the governing documentation of such issue or as specified by the regulatory body responsible for the
particular unit at the time of issuance. As a result of the redefinition from time to time of the composition
of certain Composite Currency Units by the regulatory bodies responsible for them, or as a result of
differing definitions in the governing documentation, such composition may differ from one issue of
securities to another.

(c) The regulatory authorities responsible for a given Composite Currency Unit may make changes in the
definition or composition thereof, which changes may be applicable automatically pursuant to the
governing documentation of different issues or applicable law. As a result, the definition in the governing
documentation of an issue may differ from the definition of such Composite Currency Unit as accepted in
the Euroclear System as a Settlement Currency.

(d) Products of a Custody Cash Distribution on a security denominated in a Composite Currency Unit that are
paid in a form not corresponding to the then-applicable definition of such Composite Currency Unit as a
Settlement Currency may be required by Euroclear Bank to be paid outside of the Euroclear System.

Operating Procedures 1
June 18, 2007
Part I - General Rules Section 5 - Acceptance of currencies in the Euroclear System

2 Operating Procedures
June 18, 2007
Part I - General Rules Section 6 - Instructions and other communications to Euroclear Bank

6. Instructions and other communications


to Euroclear Bank

Table of contents
6.1 Instructions and other communications: general rules .......................................................................................1
6.1.1 Address of Euroclear Bank ............................................................................................................................1
6.1.2 Deemed receipt of instructions and other communications by Euroclear Bank ...............................................1
6.1.3 Authorised signatories for instructions by mail, courier or fax .......................................................................2
6.2 Means of sending instructions to Euroclear Bank ..............................................................................................2
6.2.1 Instructions by mail .......................................................................................................................................2
6.2.2 Instructions by telex.......................................................................................................................................2
6.2.3 Instructions by SWIFT...................................................................................................................................3
6.2.4 Instructions by Euclid ....................................................................................................................................3
6.2.4.1 Euclid access.........................................................................................................................................4
6.2.4.2 User Hierarchies....................................................................................................................................4
6.2.4.2.1 Euclid...........................................................................................................................................4
6.2.4.2.2 Euclid PC .....................................................................................................................................5
6.2.4.2.3 Euclid Server ................................................................................................................................5
6.2.4.3 Dual password system ...........................................................................................................................6
6.2.4.3.1 General.........................................................................................................................................6
6.2.4.3.2 Money transfer instructions through Euclid PC using X.25 network .............................................7
6.2.4.4 Access and monitoring ..........................................................................................................................7
6.2.4.4.1 Euclid...........................................................................................................................................7
6.2.4.4.2 Euclid PC and Euclid Server.........................................................................................................7
6.2.4.5 Default account number ........................................................................................................................7
6.2.5 Instructions by fax .........................................................................................................................................8
6.2.6 Instructions by electronic mail .......................................................................................................................8
6.2.7 Instructions using the Common Communication Interface (CCI) ...................................................................9
6.2.7.1 Access control .......................................................................................................................................9
6.2.7.2 Set-up of Powers of Attorney (POA) in CCI ........................................................................................10
6.2.7.3 AutoFlow ............................................................................................................................................11
6.2.7.4 ScreenFlow .........................................................................................................................................12
6.2.7.5 Archiving and Audit Trail...................................................................................................................12
6.3 Deadlines for instructions: general rules...........................................................................................................12
6.4 Processing of instructions...................................................................................................................................13
6.5 Validation of instructions...................................................................................................................................13
6.5.1 General .......................................................................................................................................................13
6.5.2 Validation of data fields...............................................................................................................................13
6.5.3 Use of code numbers....................................................................................................................................14
6.5.4 Use of decimals............................................................................................................................................14
6.5.5 Notification of invalidation of instructions ...................................................................................................14
6.6 Cancellation of instructions ...............................................................................................................................15
6.6.1 Cancellation by Euroclear Bank...................................................................................................................15
6.6.2 Cancellation by Participants ........................................................................................................................15
6.7 Modification of instructions: resubmission........................................................................................................15

Operating Procedures
April 12, 2010
Part I - General Rules Section 6 - Instructions and other communications to Euroclear Bank

6.1 Instructions and other communications: general rules


(a) Participants may send general communications (other than instructions) to Euroclear Bank by mail, courier,
telex, telephone, fax, Euclid, SWIFT, internet or other forms of electronic mail.
(b) Instructions to Euroclear Bank may be sent only by mail, telex, SWIFT, Euclid and, in exceptional
circumstances, fax or electronic mail, in accordance with, and subject to, the provisions set out in this Section.
(c) Except as otherwise provided in these Operating Procedures, Euroclear Bank does not accept instructions by
telephone.

6.1.1 Address of Euroclear Bank


(a) All communications and instructions must be addressed to:
Euroclear Bank SA/NV
(Department concerned - see below)
1, boulevard du Roi Albert II
B - 1210 Brussels
Belgium

Telephone: National 02 224 1211


International 32 2 224 1211
Telex: Belgium 61025
Answerback MGTEC B
BIC MGTC BE BE ECL or MGTC BE BE

(b) Each instruction and other communication shall carry the following general header:
(i) department concerned, as shown in the Euroclear Documentation;
(ii) name and location of sender; and
(iii) account number, if not included in the message text.
(c) Instructions and other communications to more than one department must be sent by separate messages to each
department.
(d) Euroclear Bank accepts no liability in respect of any delay or failure to process any instruction or act in respect
of any other communication which is not correctly addressed.

6.1.2 Deemed receipt of instructions and other communications by Euroclear Bank


(a) Instructions and other communications sent by mail to Euroclear Bank shall be deemed to have been received
when received at the address set forth in Section 6.1.1.
(b) Instructions and other communications sent by telex to Euroclear Bank shall be deemed to have been received
when the telex is sent to the telex address set forth in Section 6.1.1, the appropriate answerback is received by the
Participant, and the telex communication has been terminated by the Participant.
(c) Instructions sent by Euclid to Euroclear Bank shall be deemed to have been received when the Participant has
received validation results that do not indicate rejection of the instruction and the instruction does not need further
validation.
(d) Instructions sent by SWIFT straight-through to Euroclear Bank shall be deemed to have been received when
validated in the Euroclear System without validation results indicating rejection of the instruction and the
instruction does not need further validation.

(e) Instructions and other communications sent by SWIFT free format to Euroclear Bank shall be deemed to have
been received when the SWIFT free format message is received at the SWIFT address identified by the Bank
Identifier Code (“BIC”) set forth in Section 6.1.1.

Operating Procedures 1
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Part I - General Rules Section 6 - Instructions and other communications to Euroclear Bank

(f) Instructions and other communications sent to Euroclear Bank shall be deemed to have been received when the
Participant has received validation results that do not indicate rejection of the instruction and the instruction does
not need further validation.
(g) FundSettle Instructions by fax shall be deemed to have been received as set out in Section 27.

6.1.3 Authorised signatories for instructions by mail, courier or fax


(a) Upon becoming a Participant in the Euroclear System, each Participant must provide a list of authorised
signatories, with their signatures and signing powers, to Euroclear Bank. Each Participant shall be responsible for
notifying Euroclear Bank in writing, with appropriate supporting documents, of any change in authorised
signatories, signatures or signing powers of its representatives. In addition to the signature, Participants must also
print the name of the signatory in capital letters to assist the identification of the signature from the list of
authorised signatories. Participants sending instructions by mail, courier or fax transmission agree that Euroclear
Bank shall be under no obligation to make any verification as to the identity of the persons giving the instructions
or the conformity of their signatures with the list of authorised signatories sent by the Participant.
(b) Without prejudice to Section 6.2.5. for instructions sent by fax transmission, Euroclear Bank reserves the right
not to process instructions under signature that it considers, in its sole judgement, not to appear to be in
accordance with such list and accepts no liability therefore.
(c) Without prejudice to Section 6.2.5. for instructions sent by fax transmission , Participants are notified, by such
other means as Euroclear Bank may reasonably determine, of any instructions under signatures that do not appear
to be in accordance with such list. If further instructions are not received by Euroclear Bank within ten Business
Days or by any other deadline determined by Euroclear Bank, the instruction lapses.

6.2 Means of sending instructions to Euroclear Bank


Each Participant uses each means of sending instructions to Euroclear Bank (as set out in this Section) at its sole
risk and expense and is solely responsible for ensuring adequate internal security controls in respect of instructions
sent to Euroclear Bank. An instruction that has passed the relevant authentication procedures described in this
Section and the Euroclear Documentation may be treated as authentic for all purposes and Euroclear Bank accepts
no liability for acting upon such instructions that were not fully authorised by the Participant.

6.2.1 Instructions by mail


Euroclear Bank may accept instructions sent by mail, as described in the Euroclear Documentation and in
accordance with Section 6.1.3.

6.2.2 Instructions by telex


(a) Euroclear Bank provides a telex authenticating chart to all Participants upon commencement of their
participation in the Euroclear System. No other test key arrangements can be used with Euroclear Bank in
connection with the Euroclear System. Participants must test all instructions.
(b) Instructions will not be considered for processing in the Euroclear System until a correct and complete
authenticating test key is received.
(c) Euroclear Bank accepts no liability for any delay, error or omission in processing an instruction received with
an authenticating test key which is incorrect, incomplete, or otherwise not in accordance with the Operating
Procedures or the security requirements for telex instructions described in Euroclear Documentation.
(d) Subject to passing the relevant authentication procedures, any proper test key received by Euroclear Bank will
be treated as authentic for all purposes. Euroclear Bank will notify the Participant by telex or by such other means
as Euroclear Bank may reasonably determine, to the telex address most recently specified by the Participant as its
address for such purpose, of any incorrect test key. The correct test key must be communicated as soon as possible
but, if the correction permitting authentication or cancellation is not received by the second Business Day
following the notification, the instruction will lapse.

2 Operating Procedures
April 12, 2010
Part I - General Rules Section 6 - Instructions and other communications to Euroclear Bank

6.2.3 Instructions by SWIFT


(a) Participants that are SWIFT users and that wish to send instructions and certain other messages through
SWIFT must first enter into a letter of agreement with Euroclear Bank and confirm that instructions and certain
other messages transmitted through SWIFT are protected by the SWIFT built-in authentication procedures.
(b) Whether or not the letter agreement referred to in (a) above is duly executed or delivered:
(i) a Participant using SWIFT does so at its sole risk and expense; and
(ii) Euroclear Bank assumes no liability in respect of the operation or the availability of SWIFT
(c) A Participant using SWIFT undertakes and agrees that any instruction or other message transmitted by such
Participant to Euroclear Bank by means of SWIFT will conform to:
(i) current formats and procedures specified by SWIFT; and
(ii) such additional requirements as may be specified by Euroclear Bank.
(d) It is the sole responsibility of Participants wishing to use SWIFT to first verify that they can meet all the
processing requirements of Euroclear Bank for transmission of instructions and other messages, including (i) the
requirements described in Euroclear Documentation or in the SWIFT Specifications, where applicable, (ii) the
security requirements described in Euroclear Documentation, or (iii) their own internal control procedure.
(e) Euroclear Bank accepts no liability for any delay, error or omission that may occur as a result of the failure to
observe the directions set out in this Section or the Euroclear Documentation. Euroclear Bank accepts no liability
of sending the same SWIFT instruction by means of both the SWIFT ISO 15022 standard.
(f) Free format messages:
(i) an unauthenticated free format message may be used by a Participant only to send a communication of a
general nature (other than an instruction) to Euroclear Bank. No instruction contained in an unauthenticated
message will be accepted for processing by Euroclear Bank;
(ii) unless otherwise indicated in Euroclear Documentation, an authenticated free format message that contains
an instruction will be processed as a telex instruction and must therefore comply with the deadlines and other
requirements specified in these Operating Procedures for telex instructions and conform to the formats and
requirements set forth in the Euroclear Documentation for telex instructions.

6.2.4 Instructions by Euclid


(a) A Participant that wishes to communicate with Euroclear Bank by Euclid must first enter into an agreement
with Euroclear Bank whereby it agrees to the rules for use of Euclid set out in the Euroclear Documentation.
(b) Participants are solely responsible for selecting the most appropriate Euclid access mode in accordance with
their own operational requirements.
(c) Participants using Euclid are solely responsible for complying with the security requirements described in the
Euroclear Documentation.
(d) By signing the relevant registration form, Participants agree to the terms and conditions of the Euclid PC
and/or Euclid Server software agreement governing the use of such software application. A Participant using
Euclid PC and/or Euclid Server is responsible for ensuring that it uses the most recent Euclid PC and/or Euclid
Server version and that it updates its local databases on a regular basis. Euroclear Bank accepts no liability if the
Participant fails so to do for any action or failure to take action by a Participant resulting from its use of a version
of Euclid PC and/or Euclid Server or database information that is not up to date.
(e) Any instruction received from a Participant, or appearing to Euroclear Bank to be from a Participant, which
has passed through the Euclid access authentication procedures will be treated as authentic for all purposes.
(f) Neither Euroclear Bank nor any supplier of network or other services or of identification or other devices in
connection with Euclid including Euclid PC and Euclid Server, has any responsibility in respect of the operation
or availability of the Euclid system or of its access through Euclid PC and/or Euclid Server, and Euroclear Bank
shall have no responsibility in respect of any act or omission of any such supplier.

Operating Procedures 3
April 12, 2010
Part I - General Rules Section 6 - Instructions and other communications to Euroclear Bank

6.2.4.1 Euclid access


(a) Euclid access is a set of identification procedures (Network User Number and Network Password, Euclid User
Number and Euclid Password), designed to maintain the external and internal security and confidentiality of a
Participant's operations when using Euclid. In addition, when using Euclid PC or Euclid Server on an IP
communication provider, a hardware certificate will ensure proper authentication, encryption and signing of
Money Transfer instructions as further described in the Euroclear Documentation.
(b) Euclid may be accessed using Euclid PC, Euclid Server, file transfer mode, interactive mode or a combination
of these modes. Euclid PC is the only access mode through which Participants may input or cancel money transfer
instructions.
(c) Euclid PC access is a set of identification procedures (Euclid PC User Number, Euclid PC Password and Euclid
PC Personal Identification Number (PIN)). After satisfactory local identification of the user, Euclid PC accesses
network and Euclid automatic identification procedures for both input of instructions and extraction of reports. On
the X.25 network, an additional security device ensures encryption of all Euclid PC communications in accordance
with ANSI standard X9.23, the Data Encryption Standard. It is optional for communications through Euclid PC.
However, this security device is mandatory for release and cancellation of money transfer instructions through
Euclid PC, together with smart cards providing for both user authentication (in compliance with ANSI standard
X9.26) and message authentication (in compliance with ANSI standard X9.9). On the IP network, a hardware
certificate will ensure proper authentication, encryption and signing of the Money Transfer instructions as detailed
in the Euroclear Documentation.
(d) Euclid Server access is a set of identification procedures (Euclid Server User Number, Euclid Server Password
and Euclid Server Personal Identification Number (PIN)). After satisfactory local identification of the user, Euclid
Server accesses network and Euclid automatic identification procedures for both input of instructions and
extraction of reports. When using Euclid Server on an IP carrier, a hardware certificate will ensure proper
authentication and encryption in addition to the above-described security as detailed in the Euroclear
Documentation.
(e) Euroclear Bank may discontinue Euclid access immediately if it has reasons to believe that it is misused or
threatens the network or upon notification to Participant if such Participant is not using its Euclid access and has
not updated its Euclid PC and/or Euclid server version.

6.2.4.2 User Hierarchies

6.2.4.2.1 Euclid
(a) A Participant must specify one or more administrators, each managing a user hierarchy ("Euclid
Administrators"), as described below. A Euclid Administrator has access to a single permanent Network User
Number and a single permanent Euclid User Number allocated by Euroclear Bank. The associated Network and
Euclid Passwords are initially allocated by Euroclear Bank but need to be changed by the Euclid Administrator to
get first access to and subsequently remain under the control of the Euclid Administrator.

(b) A Euclid Administrator may create one or more operators, each with its own single permanent Network User
Number and its own single permanent Euclid User Number allocated by Euroclear Bank ("Euclid Operators").
The associated Network and Euclid Passwords are initially allocated by the Euclid Administrator but need to be
changed by the Euclid Operator to get first access to the system and subsequently remain under the control of the
Euclid Operator. The Euclid Administrator and any Euclid Operators it creates form a user hierarchy ("User
Hierarchy"). The Euclid Administrator may assign any Euclid service, access type, Securities Clearance Account,
Cash Account or function to which it has access, (other than creation of other Operators (PROFILM), request for
the preparation of a complete DACE notices report (PREPARE), identification of network access failures
(LOGFAILN), and management of report scheduling requests (SCHEDULM)) to any or all of these Euclid
Operators. It can therefore manage Euclid security by such segregation. An Administrator may also lock the
access facility of an Operator's Euclid User Number or reinstate the access facility of an Operator's Euclid User
Number after it has been locked for any reason. A locked Euclid Administrator can be unlocked only by a
Euroclear Bank data security administrator.

4 Operating Procedures
April 12, 2010
Part I - General Rules Section 6 - Instructions and other communications to Euroclear Bank

6.2.4.2.2 Euclid PC
(a) A Participant may specify one or more administrators to manage a Euclid PC User Hierarchy ("Euclid PC
Administrator"). A Euclid PC Administrator may specify one or more Euclid PC Users. Each copy of the Euclid PC
software application is linked to a Euclid User Number that can be either the number defined for a Euclid
Administrator or for a Euclid Operator. All members of a Euclid PC User Hierarchy access Euclid through the
Network User Number and Network Password, Euclid User Number and Euclid Password assigned to a particular
copy of Euclid PC software application. The Euclid functions, services, Securities Clearance Accounts and Cash
Accounts available to the members of a Euclid PC User Hierarchy are limited to those recognised by Euclid PC as
allocated to the Euclid User Number of the copy of Euclid PC software application unless the direct Euclid access
function is assigned. A Participant is solely responsible for ensuring that all services, functions and accounts
allocated to the Euclid User Number of a Euclid PC software application package are conformed with the Euclid
User Number corresponding to that particular Euclid PC package by using the profile synchronisation function.
(b) Upon installation, a Participant initially establishes the Euclid PC User Number, Euclid PC Password and Euclid
PC Personal Identification Number of a Euclid PC Administrator. The Euclid PC Password and Personal
Identification Number must be changed on first access and subsequently remain under control of the Euclid PC
Administrator.
(c) A Euclid PC Administrator may create one or more Euclid PC operators each with its own Euclid PC User
Number, Euclid PC Password and Personal Identification Number ("Euclid PC Operators"). The Euclid PC
Password and Personal Identification Number are initially allocated by a Euclid PC Administrator but must be
changed on first access and subsequently remain under control of the Euclid PC Operator.
(d) The Euclid PC Administrator and any Euclid PC Operators it creates form a user hierarchy ("Euclid PC User
Hierarchy"). The Euclid PC functions and accounts that can be made available to Euclid PC Users in a particular
Euclid PC User Hierarchy depend on the privileges allocated to the Euclid User Number for such Euclid PC package
during installation. A Euclid PC Administrator may assign any service, function, Securities Clearance Account or
Cash Account to which it has access to any Euclid PC Operator. It can therefore manage the security by such
segregation in particular by assigning input and release functions separately.
(e) For money transfer instructions, a Euclid PC Administrator may achieve additional security by either requiring
the approval of instructions by another member of the Euclid PC user hierarchy after their input and before their
release for validation, or restricting use according to the type of money transfer instruction, cash amounts, or Bank
Identifier Codes.
(f) A Euclid PC Administrator may also lock the access facility of a Euclid PC Operator's Euclid PC User Number or
reinstate the access facility of a Euclid PC Operator's Euclid PC User Number after it has been locked for any reason.
A locked Euclid PC Administrator User Number can be unlocked only by following an emergency administration
procedure, the Network Password and the Euclid Password linked to the particular copy of the Euclid PC software
application must be reset by the Euclid Administrator if the Euclid PC Administrator is a Euclid Operator or by the
Euroclear Bank data security administrator at Euroclear Bank if the Euclid PC Administrator is a Euclid
Administrator before being reset by the Euclid PC Administrator.

6.2.4.2.3 Euclid Server


(a) A Participant may specify a one or more administrators to manage a Euclid Server User Hierarchy ("Euclid
Server Administrator"). A Euclid Server Administrator may specify one or more Euclid Server Users. Each copy of
the Euclid Server software application is linked to a Euclid User Number that can be either the number defined for a
Euclid Administrator or for a Euclid Operator. All members of a Euclid Server User Hierarchy access Euclid
through the Network User Number and Network Password, Euclid User Number and Euclid Password assigned to a
particular copy of Euclid Server software application. The Euclid functions, services, Securities Clearance Accounts
and Cash Accounts available to the members of a Euclid Server User Hierarchy are limited to those recognised by
Euclid Server as allocated to the Euclid User Number of the copy of Euclid Server software application unless the
direct Euclid access function is assigned. A Participant is solely responsible for ensuring that all services, functions
and accounts allocated to the Euclid User Number of a Euclid Server software application package are conformed
with the Euclid User Number corresponding to that particular Euclid Server package by using the profile
synchronisation function.

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(b) Upon installation, a Participant initially establishes the Euclid Server User Number, Euclid Server Password
and Euclid Server Personal Identification Number of a Euclid Server Administrator. The Euclid Server Password
and Personal Identification Number must be changed on first access and subsequently remain under control of the
Euclid Server Administrator.
(c) A Euclid Server Administrator may create one or more Euclid Server operators each with its own Euclid Server
User Number, Euclid Server Password and Personal Identification Number ("Euclid Server Operators"). The
Euclid Server Password and Personal Identification Number are initially allocated by a Euclid Server
Administrator but must be changed on first access and subsequently remain under control of the Euclid Server
Operator.
(d) A Euclid Server Administrator may create one or more Euclid Server Host Users, each with its own Euclid
Server Host Number and Euclid Server Password. The Euclid Server Password is initially allocated by a Euclid
Server Administrator but must be changed on first access and subsequently remains under control of the Euclid
Server Host User.
(e) The Euclid Server Administrator and any Euclid Server Operators it creates form a user hierarchy ("Euclid
Server User Hierarchy"). The Euclid Server functions and accounts that can be made available to Euclid Server
Users in a particular Euclid Server User Hierarchy depend on the privileges allocated to the Euclid User Number
for such Euclid Server package during installation. A Euclid Server Administrator may assign any service,
function, Securities Clearance Account or Cash Account to which it has access to any Euclid Server Operator. It
can therefore manage the security by such segregation in particular by assigning input and release functions
separately.
(f) A Euclid Server Administrator may also lock the access facility of a Euclid Server Operator's Euclid Server
User Number or reinstate the access facility of a Euclid Server Operator's Euclid Server User Number after it has
been locked for any reason. A locked Euclid Server Administrator User Number can be unlocked only by following
an emergency administration procedure, the Network Password and the Euclid Password linked to the particular
copy of the Euclid Server software application must be reset by the Euclid Administrator if the Euclid Server
Administrator is a Euclid Operator or by the Euroclear Bank data security administrator at Euroclear Bank if the
Euclid Server Administrator is a Euclid Administrator before being reset by the Euclid Server Administrator.

6.2.4.3 Dual password system

6.2.4.3.1 General
(a) Two passwords (Network Password and Euclid Password) are required and must be different from each other.
The dual password system is administered and controlled manually by the Participant: both passwords may be
changed as frequently as desired with instantaneous effect. It is the Participant's responsibility to change passwords
frequently. If a password remains in use for 21 calendar days or more, a warning is provided upon access. If a
password remains in use for more than 31 calendar days, a password change is enforced by the Euclid control
routines before any other operation can take place. A new password may not repeat any of the last five versions of
the same password and must include at least three characters which were not included in the immediately
preceding version.
(b) Each password:
(i) starts with an alphabetical character;
(ii) consists of from six to eight characters; and
(iii) includes at least three different characters.
(c) Correct passwords must be input before instructions and requests can be input or reports requested. A total of
eight unsuccessful attempts to enter a correct Network Password during any day, four consecutive unsuccessful
attempts to enter a correct Euclid Password, whether or not in the same communication session, or failure to
access a Euclid User Number for more than 60 days causes the revocation of the relevant Network User Number or
Euclid User Number and, if it is a Network User Number or Euclid User Number allocated to an Administrator,
requires its reinitialisation by a Euroclear Bank data security administrator. The revocation of a Network User
Number or Euclid User Number affects only that User Number and has no effect on any other.

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6.2.4.3.2 Money transfer instructions through Euclid PC using X.25 network


(a) Message authentication and encryption: a security device which provides message authentication procedures
and encryption in accordance with ANSI standard X9.23, the Data Encryption Standard (DES), is mandatory
when releasing or cancelling money transfer instructions through Euclid PC.
(b) User Authentication: authorised Euclid PC Users must identify themselves using a smart card and entering a
Smart Card Personal Identification Number before release or cancellation of money transfer instructions.

6.2.4.4 Access and monitoring

6.2.4.4.1 Euclid
(a) At every log-on, an automatic message is printed informing the user of details of the previous five successful
accesses to the Euclid User Number in use: this information is also available on demand using the function LA. A
Euclid Administrator may also use function LA to obtain details of the previous five accesses to the Euclid User
Number of any Euclid Operator in its Euclid User Hierarchy.
(b) In addition, the function LOGFAIL enables a user to obtain the date and time of the previous unsuccessful
attempts to access the Euclid User Number in use during any period up to one month in arrears. An Administrator
may also use function LOGFAILN to obtain date and time of previous unsuccessful attempts to access its Network
User Number and the Network User Number of any Euclid Operator in its Euclid User Hierarchy during any
period up to one month in arrears. For each unsuccessful attempt, the report includes the reason for the failure and
the GMT date and time of the attempt.

6.2.4.4.2 Euclid PC and Euclid Server


At every log-on, an automatic message is displayed showing up to the previous five successful or unsuccessful
attempts to access Euclid PC or Euclid Server on that Euclid PC User Number or Euclid Server User Number. A
Euclid PC Administrator or Euclid Server Administrator may also use the access trail function to obtain details of
the previous five successful and unsuccessful attempts to access Euclid PC or Euclid Server through any Euclid PC
User Number or Euclid Server User Number in its Euclid PC or Euclid Server User Hierarchy respectively. In
addition a Euclid PC Administrator or Euclid Server Administrator may request reports through Euclid PC or
Euclid Server respectively giving details of unsuccessful attempts to access Euclid through the Euclid User
Numbers and Network User Numbers of the Euclid Operators in its Euclid Hierarchy. The information available
is as described above for the functions LOGFAIL and LOGFAILN.

6.2.4.5 Default account number


(a) At the time of creating a Euclid Operator, or subsequently, a Euclid Administrator may define one of the
Securities Clearance Accounts or Cash Accounts to which the Euclid Operator has been assigned access as the
default account for a particular Euclid service assigned to the Euclid Operator.
(b) Any instruction or request for a report received by Euroclear Bank from such Euclid Operator without an
indication as to which Securities Clearance Account or Cash Account it relates will be taken to be in respect of the
default account defined for the Euclid Operator for the particular service. If no default account has been defined,
such instruction or request will not be processed further and will be so reported to the Euclid Operator.
(c) A Euclid PC Administrator or Euclid Server Administrator may define one of the Securities Clearance
Accounts or Cash Accounts to which a Euclid PC Operator or Euclid Server Operator respectively has been
assigned access as the local default account for a particular Euclid service assigned to the Euclid PC Operator or
Euclid Server Operator respectively.
(d) Any instruction or request made by such Euclid PC Operator or Euclid server Operator without indicating to
which Securities Clearance Account or Cash Account it relates will be taken by Euclid PC or Euclid Server
respectively to be in respect of the default account defined by the Euclid PC Administrator or Euclid Server
Administrator for the Euclid PC Operator or Euclid Server Operator for the particular service and will be so
transmitted to Euroclear Bank. If no default account has been defined, such instruction or request will not be
processed further and will be so reported to the Euclid PC Operator or Euclid Server Operator respectively.

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(e) A request for a report made by a Euclid PC Operator or Euclid Operator without indicating to which Securities
Clearance Account or Cash Account it relates will be taken by Euclid PC or Euclid Server respectively to be in
respect of all account numbers to which such Euclid PC Operator or Euclid Server Operator has access.

6.2.5 Instructions by fax


(a) Euroclear Bank does not accept instructions by fax transmission, except in exceptional circumstances as
described in (b) below or as set out in Section 27.
(b) In accordance with Section 12(b) of the Terms and Conditions, Euroclear Bank is authorised but not required
(in what in its sole discretion it determines to be exceptional circumstances) to accept instructions it receives by
fax transmission that it reasonably believes to be genuine instructions submitted for, or purported to be for, or on
behalf of, a Participant. Participants sending instructions by fax transmission agree that Euroclear Bank shall be
under no obligation to make any verification as to the identity of the persons giving the instructions or the
conformity of their signatures with the list of authorised signatories sent by the Participant pursuant to Section
6.1.3.
In the event of its acceptance of such an instruction, Euroclear Bank may attempt to process such instruction, but
accepts no liability whatsoever for
(i) any error regarding the identity of the persons giving the instructions or the conformity of their signatures
with the list of authorised signatories sent by the Participant pursuant to Section 6.1.3;
(ii) its failure to execute the instruction;
(iii) any errors or omissions resulting from the processing of such instructions;
(iv) delay in so doing; or
(v) failure to detect any forgery.
(c) If subsequent instructions by Euclid, SWIFT, telex or mail differ in any respect from the instructions sent by
fax transmission , Euroclear Bank shall not be liable in any manner whatsoever for acting upon such an
instruction. Failure of the Participant to confirm by Euclid, SWIFT, telex or mail shall not affect the authority of
any acts taken or omitted by Euroclear Bank pursuant to fax instructions.

6.2.6 Instructions by electronic mail


(a) Euroclear Bank does not accept instructions by electronic mail, except in exceptional circumstances as
described in (b) below.
(b) In accordance with Section 12(b) of the Terms and Conditions, Euroclear Bank is authorised but not required
(in what in its sole discretion it determines to be exceptional circumstances) to accept instructions it receives by
electronic mail that it reasonably believes to be genuine instructions submitted for, or purported to be for, or on
behalf of, a Participant. Participants sending instructions by electronic mail agree that Euroclear Bank shall be
under no obligation to make any verification as to the identity of the persons giving the instructions.
In the event of its acceptance of such an instruction, Euroclear Bank may attempt to process such instruction, but
accepts no liability whatsoever for
(i) any error regarding the identity of the persons giving the instructions;
(ii) its failure to execute the instruction;
(iii) any errors or omissions resulting from the processing of such instructions;
(iv) delay in so doing; or
(v) failure to detect any forgery.
(c) If subsequent instructions by Euclid, SWIFT, telex or mail differ in any respect from the instructions sent by
electronic mail, Euroclear Bank shall not be liable in any manner whatsoever for acting upon such an instruction.
Failure of the Participant to confirm by Euclid, SWIFT, telex or mail shall not affect the authority of any acts
taken or omitted by Euroclear Bank pursuant to instructions by electronic mail.
(d) Each Participant agrees that the reproduction of instructions sent by electronic mail from Euroclear Bank’s
internal site records will be valid proof of such instructions or transactions as between the relevant Participant and
Euroclear Bank.

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6.2.7 Instructions using the Common Communication Interface (CCI)


(a) A Participant that wishes to communicate with Euroclear Bank through CCI must first enter into an agreement
with Euroclear Bank whereby it agrees to the rules for use of CCI set out in the Euroclear Documentation.
Subscription to the CCI service requires completion of additional forms and information as described in the
Euroclear Documentation. Euroclear Bank reserves the right in its sole discretion to withdraw or withhold access
to CCI to any Participant that has not completed the required documentation or for any other reason deemed to be
in the best interest of the Euroclear System.
(b) Participants are solely responsible for selecting the most appropriate CCI access mode in accordance with their
own operational requirements. It is the sole responsibility of the Participant to select which network provider it
wants to use for CCI and decide whether it wants to use one or more network providers. The Participant should
contact directly the relevant network provider(s) to obtain such access. The Participant will need to sign an
agreement with its network provider(s).
(c) The security provided by the network provider ends at the Participant’s gateway. Beyond this point, the
Participant is solely responsible for the security of the message. Each Participant is required to secure delivery of
messages from the network provider’s gateway to the Participant’s workstations and systems.
(d) The Participant will also be required to agree to the separate license terms with Euroclear Bank. These license
terms must be accepted at the time the software is installed, otherwise installation will not be permitted. The
license terms are embedded into the relevant software and set out the terms and conditions under which
Participants can use the relevant software and supporting documentation.
(e) Some of the CCI services are or may be provided by third party suppliers. Euroclear Bank does not endorse
any particular service or give any advice or recommendation as to whether they are suitable for the Participant. It
is the Participant’s sole responsibility to check the details and suitability of the services directly with the relevant
third party and to enter into contractual arrangements with such third party where necessary.
(f) CCI supports the following communication services:
(i) AutoFlow Messaging: For event-driven information delivery, this is a ‘push’ service, meaning that
Euroclear Bank sends communication to the Participant, based on the occurrence of business events and the
Participant's report subscription. Participants can also send data to Euroclear Bank using this service.
(ii) AutoFlow File Transfer: This is a ‘push’ service, meaning that information is batched and sent regularly to
the Participant by Euroclear Bank according to the configuration as set up by the Participant’s operator.
Participants can also send data to Euroclear Bank using this service.
(iii) ScreenFlow: This is an interactive input and enquiry user interface, also referred to as a ‘pull’ service.
(g) The accuracy and/or consistency of any communication or data sent using or displayed through CCI is not
guaranteed by Euroclear Bank. Euroclear Bank does not guarantee that access to Euroclear Bank services through
CCI will be available at all times; there are specific periods of planned downtime. Participants should establish
effective contingency arrangements to send instructions and messages to Euroclear Bank in case of unavailability
of CCI. Euroclear Bank accepts no liability for losses arising from any failure by a Participant to establish
effective contingency arrangements.

6.2.7.1 Access control


(a) Each Participant is solely responsible for setting up and managing operator access and for the integrity of the
Operator Access Management (OAM) access control facilities. It is the responsibility of the Participant to set up
and maintain their CCI operators.
(b) Euroclear Bank creates an Access Provider for each Participant that has appointed a network provider. An
Access Provider operates a communications gateway providing a link to Euroclear Bank via CCI. The Access
Provider may offer its communications gateway to be used by more than one Participant connecting to Euroclear
Bank via CCI. Where the Access Provider allows another Participant or a third party to use its Access Provider
ID, the Access Provider shall remain fully liable and responsible for any use or misuse of such Access Provider ID.
The Participant is solely liable for ensuring that any party using its Access Provider ID complies in full with the
Terms and Conditions Governing Use of Euroclear, these Operating Procedures and the CCI licence agreement.

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(c) The technical set up for access to Euroclear Bank services must be performed by the Participant in accordance
with the directions issued by Euroclear Bank. Where the Participant sets up the operators incorrectly and this
results in non-eligible Participants being given access to certain services, the Participant is fully liable for any
losses suffered or incurred by Euroclear Bank. Euroclear Bank accepts no liability toward the Participant or any
third party for any access to or usage of services by a Participant which is not eligible to access or use such
services.
(d) Operators: There are two different types of operator: root operator and business operator. It is not possible for
different types of operator to be combined. Participants have the option to activate or disable business operators
from time to time.
(e) Root Operators: Two root operators are created for each Access Provider by Euroclear Bank. The operator
profile of a root operator is set up by Euroclear Bank and cannot be changed by the Participant. Input entered by
one root operator must be authorised by another root operator. Root operators:
(i) can set up operator profiles with the rights of an operator to perform functions;
(ii) can set up other root operators;
(iii) are able to set up groups of accounts;
(iv) can perform CCI audit trail enquiries;
(v) are able to reset the passwords of other operators including root operators; and
(vi) are able to set up groups of functions.
(f) Business operators: All the attributes for each business operator are set up by the root operator. A business
operator is set up as either a ScreenFlow operator for working in interactive sessions or an AutoFlow operator for
only transferring files and/or messages.
(g) Profiles: A business operator is assigned an operator profile. The same business operator may perform
different functions for different parties and accounts within the same Access Provider as defined in the operator
profile. For a party, a business operator may only be permitted access to one or more Securities Clearance
Accounts as defined in the operator profile. A business operator is assigned a list of functions and/or function
groups that it is able to use. An operator can only perform functions when it has a status of “enabled”. This status
is assigned when the creation of the operator is authorised by a second root operator.
(h) Service groups: Service groups are set up by Euroclear Bank and contain functions that are associated with a
particular business area, e.g. payments, corporate actions, access management. Service groups cannot be amended
by the Participant. Service groups are assigned to Access Providers by Euroclear Bank in accordance with the
services subscribed to by the relevant Participant.
(i) Functions and function groups: A function is a distinct Euroclear Bank activity. There are three types of
functions:
(i) Administration: functions that are used to create and maintain operator profiles, e.g. create an operator.
(ii) Business: functions that are used to allow operators to carry out business tasks, e.g. send an instruction to
Euroclear Bank.
(iii) Generic: These are functions that can be used by either an administrator or business operator.
Functions can be grouped together to form function groups. Business and administration functions cannot be in
the same function group. Function groups are created and maintained by root operators. Functions and function
groups are assigned to operator profiles.

6.2.7.2 Set-up of Powers of Attorney (POA) in CCI


(a) A POA can be put in place by a Participant (the giving Participant) to authorise another entity (the receiving
entity) to retrieve reports or send instructions on its behalf to Euroclear Bank in respect of its account(s). A signed
agreement from the giving Participant must be in place before a POA can be implemented in CCI. On receipt of
the signed agreement and any other document(s) required in the sole discretion of Euroclear Bank, Euroclear Bank
will enter the POA in CCI to reflect the rights granted by the giving Participant.

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(b) Euroclear Bank will inform the administrators of the receiving entity’s Access Provider that the giving
Participant has granted a POA to such entity. The receiving entity’s Access Provider administrators will be able to
allocate the functions detailed in the POA to an existing operator profile. This allows existing operators with
profiles to which the new POA details have been added, to perform the functions for the giving Participant.
Euroclear Bank will endeavour to restrict the receiving entity’s Access Provider operators so that they are only able
to perform the specific functions and accounts detailed by the giving Participant in the POA. Euroclear Bank
accepts no liability for any violation of data protection or confidentiality rules caused by the Participant’s decision
to delegate access to its account(s).
(c) Where the giving Participant is not a CCI Access Provider, a POA can still be put in place, but an Access
Provider ID may need to be obtained by such Participant.
(d) POA function groups and account groups: Within the POA agreement it is possible for the giving Participant to
specify a function group or account group name on the application form. These function groups or account groups
can be created by the giving Participant’s Access Provider administrator. These groups can continue to be
maintained by such Access Provider administrators, but can also be assigned to the operator profiles of the
receiving entity’s Access Provider if permitted in accordance with the terms of the POA. If a function or sub-
account is added or removed from a group by the giving Participant’s Access Provider, operators linked to the
receiving entity’s Access Provider who have this group assigned to their profile will have their access rights
amended accordingly.

6.2.7.3 AutoFlow
(a) AutoFlow Messaging is an automated, communications channel that allows Participants to exchange individual
messages with Euroclear Bank. AutoFlow File Transfer is an automated STP communications channel, where
messages are batched into files and delivered via the relevant network to Euroclear Bank.
(b) Connection to a gateway: Participants need to transfer data between their systems and their network provider.
Network providers will define how to deliver such data and from where data received from Euroclear Bank can be
accessed.
(c) Acknowledgements: The network provider sends an acknowledgement to the Participant’s gateway when it has
received a message from the Participant for transmission to Euroclear Bank. In the case of SWIFT, this is when
the message from the Participant reaches the SWIFT network. In the case of BT, it is when the Participant’s
message has been received by the CCI infrastructure. This acknowledgement is only an acknowledgement of
receipt at the transport level and is not a confirmation that the message has been received for processing. If no
acknowledgement is received from the network provider, the message must be re-submitted by the Participant.
Euroclear Bank accepts no liability for any failure of a Participant to re-submit a message upon a non-receipt of an
acknowledgement. Participants should be aware that there could be occurrences when a message is not delivered
to Euroclear Bank.
(d) Where an acknowledgement of the receipt of an instruction has been sent, it is at the point at which Euroclear
Bank receives the instructions from CCI that processing will start for the purposes of meeting any applicable
deadlines and not at the time the instruction is sent by the client or at the time that the acknowledgement of receipt
of the instruction has been sent or has been received. Participants should be aware that where the SWIFT “store
and forward” function is being used, Euroclear Bank may not receive the instruction within a specific timeframe.
(e) Message sequencing: Neither the CCI nor the network providers impose a sequence on messages, whether
inbound or outbound. Each Participant should process messages in the correct sequence as determined by such
Participant. Without limitation, such sequencing may use one of the following means:
(i) wait for the expected acknowledgement to the first message before sending the second; Participants should
be aware that where a second message is sent as soon as an acknowledgement is received from CCI for the first
message, that the second message may arrive and be processed before the first message;
(ii) link messages where the business data within the message permits the messages to be linked;
(iii) sequencing by using data in the body of the message; for example, a timestamp will be included within a
transaction status message to allow the Participant to determine the sequence.

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6.2.7.4 ScreenFlow
(a) ScreenFlow requires Participants to define the security of the system. The Participant must implement role-
based access control. Access control is initially provided by operator authentication, which is implemented using a
user ID and password. If an operator fails to log on successfully three times, access is frozen. To unfreeze access,
the operator should contact his/her administrator. If an administrator fails to log on successfully three times,
access is frozen. To unfreeze access, the administrator should contact Euroclear Bank. Euroclear Bank accepts no
liability for any losses arising from or caused by frozen access.
(b) The Participant implements role-based security by assigning profiles to operators that dictate which functions
the operator can perform. The creation of profiles is fully under the control of the Participant. Profiles are set up
using the OAM functions. In addition, Participants have the option of implementing controls on data.
Participants are solely responsible for the security of their own systems beyond the network end point.
(c) Reporting: Each Participants must subscribe to receive reports and statements. The subscription mechanism is
via ScreenFlow. The Participant is solely responsible for the selection of its reports and statements. Euroclear
Bank accepts no liability for losses arising from any failure by the Participant to select a specific report or
statement via ScreenFlow.
(d) Retrieval via ScreenFlow: The ScreenFlow audit trail provides access to messages that have been received, or
sent by CCI. For a period of five (5) Business Days after a message is received or sent by CCI, a user may retrieve
its message details using ScreenFlow. The message details are archived after five (5) Business Days and the
message summary remains accessible for two (2) months. The audit log can only be viewed by an administrator
and an administrator will only be able to view messages associated with its own Access Provider.
(e) Dual control: ScreenFlow allows Participants to impose controls on input. Each Participant must decide
whether to use dual control and, if so, how it is used. Dual control is optional and the Participant may opt to have
no form of dual control imposed on their operators. The level of operator authority is set up by the root operator.

6.2.7.5 Archiving and Audit Trail


(a) All incoming and outgoing messages exchanged between Euroclear Bank and the Participant are logged by
CCI. CCI allocates a unique reference to all inbound and outbound messages. The unique reference is allocated
on receipt of the message and will remain throughout the life cycle of the message to allow traceability. Data is
available for retrieval from the audit trail for a period of two (2) months after which it is archived.
(b) Participants are advised to keep their own log of data/information and to archive such data/information as they
may need to meet their own legal and regulatory requirements. Euroclear Bank accepts no liability for losses
arising because of any failure of a Participant to log and maintain an archive of its data/information.

6.3 Deadlines for instructions: general rules


(a) The deadlines by which instructions must be received to be processed by Euroclear Bank are set out in the Part
II - Services. Such deadlines are determined by factors such as the type of instruction, the means of sending
instructions, the type of security, the location and type of any external party and the time of processing required for
the instruction.
(b) It is the responsibility of the Participant to ensure that instructions are input with due attention to holidays in
Belgium or in the relevant local market.

(c) For telex instructions to be considered for processing before the relevant deadline, the entire telex transmission
must be completed by such deadline.
(d) Euroclear Bank may, in its sole discretion, attempt to process on a reasonable effort basis instructions received
or validated after the deadline set out in Part II - Services or as set out in Section 27 but accepts no liability for:
(i) its failure to execute any such instruction;
(ii) any errors or omissions resulting from the processing of such instructions; or
(iii) delay in so doing.

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(e) In accordance with Section 18 of the Terms and Conditions, Euroclear Bank’s acceptance of any such
instructions shall in no way obligate it to accept any late instructions in the future.
(f) An instruction received after the applicable deadline and not processed under Section 6.3(d) above will either
not be processed, or will be treated as received the succeeding Business Day, as described in Part II – Services or
as set out in Section 27.

6.4 Processing of instructions


(a) Except as agreed in writing by Euroclear Bank or otherwise specified in these Operating Procedures, Euroclear
Bank acts in respect of any Account as set forth herein (or securities or cash standing to the credit thereof or with
respect to information recorded on a Non Deposit Account) only as instructed by or on behalf of the relevant
Participant in accordance with these Operating Procedures. Upon receipt of such an instruction from a
Participant, Euroclear Bank is authorised to act upon it as described in the Operating Procedures.
(b) Except as agreed in writing by Euroclear Bank or otherwise specified in these Operating Procedures: (i)
instructions are processed for the amount of securities or cash instructed by or on behalf of the relevant Participant;
and (ii) Euroclear Bank does not partially execute instructions up to the amount of securities or cash available in a
Participant’s account. If a Participant does not have sufficient available securities in its Securities Clearance
Account (or reflected on its Non Deposit Account) or cash in the relevant subdivision of its Cash Account to meet
the exact amount indicated on instruction, the instruction will not be executed and the Participant will be informed
thereof.
(c) Euroclear Bank only processes instructions on Business Days.

6.5 Validation of instructions

6.5.1 General
(a) In connection with each method of communication, formats for instructions and reports have been established
to the extent possible following recommendations from the International Organisation for Standardisation (I.S.O),
but Euroclear Bank accepts no liability for any failure to do so.
(b) Only those instructions which conform to the format and contain the required data prescribed in the Euroclear
Documentation, or which Euroclear Bank deems suitable for processing, are considered valid and accepted for
processing.
(c) Euroclear Bank accepts no liability for its refusal to process instructions that do not conform to the rules set out
in (b) above.
(d) Euroclear Bank may deem certain incorrectly formatted instructions to be suitable for processing without
requesting further instructions from the Participant if it has the information necessary to repair the instruction
available to it and it reasonably believes the Participant intended to input the correct information in its instruction.
Euroclear Bank accepts no liability for the processing of such repaired instructions. For the purposes of (b) above,
the instruction will be deemed to have been received at the time Euroclear Bank repairs the instruction. Euroclear
Bank accepts no liability for failure to validate, report, confirm, cancel or otherwise process instructions that have
been entered into the Euroclear System for a Value Date or other processing date on or after 1 January 2000 if
such instructions have been entered into the Euroclear System more than five (5) months prior to such Value Date
or processing date, regardless of whether such instructions otherwise conform to the rules set out in (b) above and
regardless of whether Euroclear Bank has accepted such instructions for future validation and processing.
Euroclear Bank may, in its sole discretion, accept and retain such instructions for future validation and processing
in a manner which it deems appropriate, but accepts no liability for its failure to do so or any delay in doing so, or
for processing such instructions in accordance with their terms.

6.5.2 Validation of data fields


(a) Data fields in instructions to Euroclear Bank, whether mandatory, conditional or optional are submitted to a
computer validation process. Certain instructions may require further manual validation.

Operating Procedures 13
April 12, 2010
Part I - General Rules Section 6 - Instructions and other communications to Euroclear Bank

(b) Any required data field found to be invalid causes the rejection as invalid of the entire instruction, subject to
the provisions of Section 21.5.4 for money transfer instructions.
(c) Instructions which contain all relevant and correctly formatted items of information, as set forth herein, will be
accepted for further processing regardless of any narrative data or other communication stating the instruction’s
dependency on matters other than satisfaction of the conditions for processing instructions described in these
Operating Procedures or providing information outside the fields which are validated by Euroclear Bank. All such
data or information included in the instruction outside the validated fields will be ignored.

6.5.3 Use of code numbers


(a) Securities, Participants’ accounts, counterparties, Cash Correspondents, Depositaries, and other parties
involved in the execution of an instruction are identified by code numbers.
(b) Participants are required to enter instructions by using a code number used in the Euroclear System (as shown
in the relevant Euroclear Documentation). Database 4: I.S.O. Bank Identifier Codes (BIC) contains information on
BIC codes and can be accessed as shown in the relevant Euroclear Documentation.
(c) If a code number other than a number used in the Euroclear System (as stated in (b) above) is entered by a
Participant in an instruction, Euroclear Bank may select the code number used in the Euroclear System which
appears to correspond to any description or code number other than the appropriate code number entered, but
accepts no liability for any delay, or any consequence of its failure so to do or for any error in so doing.
(a) If both a code number used in the Euroclear System and a description and/or a code number other than a code
number used in the Euroclear System are entered by a Participant but do not correspond, Euroclear Bank bases its
processing on the code number it recognises as appropriate in the Euroclear System, but accepts no liability for so
doing.
(e) Participants are given the option of using BIC or local codes, instead of code numbers used in the Euroclear
System, for the identification of the delivering and receiving agents in external instruction.
Participants should be aware that those BIC or local codes are translated into related code numbers used in the
Euroclear System. Such translation is based on dictionary of information received from external service providers.
Euroclear Bank will validate whether or not the BIC or local code input by the Participant is recognised by the
dictionary and will process the instruction accordingly.
Euroclear Bank does not guarantee that the dictionary used for the translation will be complete, accurate or up-to-
date nor that this dictionary will always be available to make the translation. Consequently instructions input by
Participants with a BIC or local code might be rejected by the system. Euroclear Bank accepts no liability for any
incompleteness or unavailability of the dictionary, or any inaccuracy of the translation made by the dictionary or
any losses resulting therefrom. Participants are advised not to use BIC or local codes if they do not wish to accept
this risk.

6.5.4 Use of decimals


(a) Cash amounts in instructions and reports are expressed to two decimal places in the Euroclear System. Any
instruction that expresses a cash amount to more than two decimal places is executed with the amount expressed to
two decimal places. Any additional places are ignored (without rounding). Nevertheless any amount of gold
received into the Euroclear System through a member of the London Bullion Market Association by book-entry
transfer expressed to more than two decimal places is credited to the relevant subdivision of the relevant Cash
Account rounded to two decimal places.
(b) Securities may be expressed in decimals as set out in Section 27 in respect of FundSettle International services.

6.5.5 Notification of invalidation of instructions


(a) Euroclear Bank notifies Participants of any instruction found to be invalid as described in the Euroclear
Documentation.
(b) Euroclear Bank endeavours to inform Participants as soon as possible of the receipt of invalid instructions but
accepts no liability for any delay in so doing.

14 Operating Procedures
August 16, 2010
Part I - General Rules Section 6 - Instructions and other communications to Euroclear Bank

6.6 Cancellation of instructions


Specific rules for cancellation of instructions are described in Part II – Services and Section 27.

6.6.1 Cancellation by Euroclear Bank


(a) Euroclear Bank may, in its sole discretion, refuse to process and, at any stage, cancel any instruction it receives
(even after all Settlement or Custody Conditions with regard to such an instruction have been fulfilled) and accepts
no liability for any direct or indirect consequences of such refusal or cancellation. Apart from cancelling the
instruction and/or advising the Participant of the cancellation or refusal by means of reports described in the
Euroclear Documentation or by any other way as deemed appropriate, Euroclear Bank takes no further action in
respect of any cancelled instruction.
(b) Apart from reporting the cancellation to Participants, Euroclear Bank takes no further action in respect of any
lapsed and subsequently cancelled instructions.

6.6.2 Cancellation by Participants


(a) Only instructions that have been received and validated but not yet executed by Euroclear Bank may be
cancelled or have their priorities modified by Participants.
(b) Cancellation instructions must be received by Euroclear Bank by the Input Deadline for the Processing as a
result of which the instruction was to be executed. Instructions become irrevocable at such deadline for
cancellation, provided that no cancellation instruction has been received in accordance with this Section before
such deadline.
(c) Cancellation instructions must conform to the formats and required data described in the Euroclear
Documentation.
(d) In the event that any ambiguity or discrepancy between the original instruction to be cancelled and the
cancellation instruction, Euroclear Bank accepts no liability for any consequence of its non execution or incorrect
execution of the cancellation instruction and any replacement instruction.
(e) Euroclear Bank reserves the right, in its sole discretion, to reverse any cancellation, if prior to the processing of
such cancellation by Euroclear Bank, an instruction has been sent by Euroclear Bank to the relevant Depositary,
Cash Correspondent or agent, and such instruction can no longer be revoke.
(f) Instructions generated by Euroclear Bank may not be cancelled by Participants.

6.7 Modification of instructions: resubmission


Except as provided for in Section 12.6.5 , it is not possible to modify a previously validated instruction.
Participants that wish to do so must cancel the original instruction and then submit a new instruction.

Operating Procedures 15
April 12, 2010
Part I - General Rules Section 7 - Reports and other communications to Participants

7. Reports and other communications


to Participants

Table of contents

7.1 Means of sending reports and other communications to Participants ............................................................... 1


7.1.1 Address of Participants ................................................................................................................................. 1
7.1.2 Deemed receipt of reports and other communications by Participants............................................................ 1
7.2 Availability and contents of reports.................................................................................................................... 1
7.2.1 Mail, fax, telex, SWIFT ................................................................................................................................ 1
7.2.2 Internet reporting service .............................................................................................................................. 2
7.2.2.1 Unavailability of Internet Reporting Service ......................................................................................... 3
7.2.2.2 Termination of the Internet Reporting Service ...................................................................................... 3
7.3 Official reports .................................................................................................................................................... 4
7.4 Information on the Euroclear websites ............................................................................................................... 4
7.5 Statements of movements in Transit Accounts, Record-keeping Accounts and Non Deposit Accounts............ 4
7.6 Provision of reports to Participants’ auditors..................................................................................................... 4

Operating Procedures
January 15, 2007
Part I - General Rules Section 7 - Reports and other communications to Participants

7.1 Means of sending reports and other communications to Participants


(a) Reports and other communications (i.e. notices, statements, requests, demands or other communications)
from Euroclear Bank to a Participant may be sent by mail, courier, telex, fax, email, Internet or telephone, or
by Euclid or SWIFT, as set forth in the Euroclear Documentation.

(b) If so requested by a Participant, Euroclear Bank will use reasonable efforts to make reports and other
communications from Euroclear Bank to a Participant available for collection by any courier service designated
by such Participant, but will accept no liability for failure to do so or for any delay, loss of documents or any
other consequence of acting upon such request.

7.1.1 Address of Participants


(a) Reports and other communications from Euroclear Bank by a given means of communication shall be sent
to the address most recently specified by the Participant as its address for this means of communication.

(b) It is the responsibility of the Participant to notify Euroclear Bank in writing of any change in SWIFT, mail,
email or telex address or telephone or fax number. Such notifications must be under authorised signature, or
by tested telex or authenticated SWIFT message.

7.1.2 Deemed receipt of reports and other communications by Participants


(a) Reports and other communications by mail or courier from Euroclear Bank to a Participant shall be deemed
to have been received five days after having been deposited in the mail, postage prepaid, or after having been
delivered to the courier service.

(b) Reports and other communications by telex from Euroclear Bank to a Participant shall be deemed to have
been received when the telex is sent and the appropriate answerback is received.

(c) Reports and other communications by fax transmission from Euroclear Bank to a Participant shall be
deemed to have been received when the fax transmission is sent and the appropriate transmission report
indicates receipt by the Participant.

(d) Reports and other communications from Euroclear Bank to Participants shall be deemed to have been
received when they are made available on the website operated by or on behalf of Euroclear Bank.

(e) Reports and other communications by SWIFT message from Euroclear Bank to a Participant shall be
deemed to have been received when the SWIFT message is sent to the SWIFT address (identified by the Bank
Identifier Code (“BIC”) provided in the letter agreement for SWIFT users and the appropriate
acknowledgement from SWIFT is received.

(f) Reports and other communications by email message from Euroclear Bank to a Participant shall be deemed
to have been received on the Business Day when the email message is sent by Euroclear Bank or, if the email
message is sent outside the business hours of Euroclear Bank, on the morning of the following Business Day.

7.2 Availability and contents of reports

7.2.1 Mail, fax, telex, SWIFT or Euclid


(a) Euroclear Bank reports activity in the Euroclear System to Participants through the reports and at the times
set forth in the Euroclear Documentation. Euroclear Bank provides certain reports only upon registration by
the Participant as specified in such guides. Subscription and registration details can be obtained from Euroclear
Bank.

Operating Procedures 1
February 16, 2009
Part I - General Rules Section 7 - Reports and other communications to Participants

(b) The SWIFT Specifications form an integral part of the Euroclear Documentation. A Participant wishing to
receive certain reports based on the SWIFT Specifications must first subscribe by completing, signing and
returning the appropriate registration form.

(c) A Participant using Euclid is solely responsible for ensuring that it retrieves the most recent reports available
from Euclid. Euroclear Bank accepts no liability for any consequences if a Participant fails to do so.

(d) A Participant using Euclid PC or Euclid Server is solely responsible for keeping the information on its local
Euclid PC or Euclid Server database up-to-date. Euroclear Bank accepts no liability for any consequences for a
Participant that fails to do so.

7.2.2 Internet reporting service


(a) In addition to the reports and other communications mentioned in Section 7.2.1 above, Participants may
register for and subscribe to a reporting service, whereby they can access certain Reports, as described and
defined herein, through an Internet connection (“Internet Reporting Service”). The rules in this Section 7.2.2
shall only apply insofar as a Participant has registered for the Internet Reporting Service.

(b) For the purpose of the Internet Reporting Service the following terms shall have the following meaning
assigned to them:

“Report” shall mean any report provided under the name “Euroclear Biweb” or such other name as Euroclear
Bank shall decide in its sole discretion, which contains information about the balance in the Participant’s
Securities Clearance Account(s), as well as static securities information, rating and valuation information,
and such other information as Euroclear Bank may decide to make available in such report;

“Software” means any software which may be provided to the Participant by, or upon the instruction of,
Euroclear Bank from time to time in connection with the Participant’s use of the Internet Reporting Service.
It includes software necessary to encrypt, de-crypt, digitally sign, or otherwise secure, certify or authenticate
communications related to the Internet Reporting Service;

“Systems” means any device, software, hardware, communications system, program or application operated
by or on behalf of Euroclear Bank which is utilised in making Reports available through the Internet
Reporting Service.

(c) For the purposes of utilising the Internet Reporting Service, Euroclear Bank grants to the Participant,
including its affiliates, a perpetual, fully paid-up, royalty-free and non exclusive license to use the Software to the
extent it is permitted to do so under applicable license agreements with third parties from whom Euroclear Bank
licenses the Software. The Participant may make copies of the Software for backup, archival and security
purposes for no additional cost or license fee to Euroclear Bank.

(d) The Participant acknowledges that Euroclear Bank or its affiliates license the Software or Systems from a
third party, and agrees and acknowledges that the Software and Systems shall remain the sole property of, and
title and full ownership rights in the Software and Systems are reserved to and shall remain with such third party
in accordance with any relevant agreement between Euroclear Bank and such third party. Euroclear Bank has
no liability for the functioning of the Software and Systems, and expressly disclaims any warranties and
representations of any kind with regard to the Software and Systems, including any implied warranties of
merchantability and fitness for a particular purpose or warranties as to any results to be obtained by users from
the use of the Software or Systems, except the representation and warranty set out in (c) above.

2 Operating Procedures
January 15, 2007
Part I - General Rules Section 7 - Reports and other communications to Participants

(e) Each Participant hereby consents to and authorises Euroclear Bank to make the information referred to in
Section 3.4 (“Confidential Information”) available through the Internet Reporting Service and to take all other
actions necessary to make such Confidential Information available to it through the Internet Reporting Service,
including without limitation any reproduction, storage, downloading or other transmittal of such Confidential
Information to a website or Internet server. Euroclear Bank shall use the standard of encryption and
authentication software that it, in its sole discretion, deems adequate to prevent disclosure to any unauthorised
third party in the course of making Confidential Information or Reports available to the Participant through the
Internet Reporting Service.

(f) The Participant acknowledges that Reports received by means of the Internet Reporting Service are current
as of the date and time included by Euroclear Bank on such Report, and Euroclear Bank will use reasonable
efforts to update information in the Report daily. Participant acknowledges that such updates will occur
routinely without separate notification to Participant. Euroclear Bank has no liability for the failure of any
Report to be correct, complete or timely at the date or time at which Participant actually accesses such Report.

(g) The general rules for Provision of Information set out in Section 19.3, in particular in relation to
Participants’ access to database information through on-line inquiries, shall apply to any securities information
contained in Reports provided under the Internet Reporting Service, including information about eligibility of
securities as TARGET collateral, as if such information were included in a database.

7.2.2.1 Unavailability of Internet Reporting Service


(a) If the Internet Reporting Service is not available to any Participant that has registered for such service,
Euroclear Bank will make Reports available to the Participant as soon thereafter as practicable and if requested
by the Participant by fax or Euclid.

(b) Euroclear Bank may upon its own initiative, in its sole discretion, make Reports available to the Participant
by fax if it appears to Euroclear Bank that the Internet Reporting Service is or will not be available to the
Participant, for any reason, or under such other circumstances as Euroclear Bank determines is appropriate.

7.2.2.2 Termination of the Internet Reporting Service


(a) Euroclear Bank may terminate a Participant’s subscription to the Internet Reporting Service with
immediate effect upon:

(i) any change in relevant law governing authentication, encryption, digital certificates, certification or
other authentication of communications; or
(ii) any unauthorised use of Euroclear Bank’s websites or systems, including but not limited to any
unauthorised entry into systems operated by or on behalf of Euroclear Bank, including the Systems, misuse
of passwords, or misuse of any information posted to a site, by the Participant.

(b) A Participant may cancel its registration for the Internet Reporting Service by written notice to Euroclear
Bank no later than five Business Days before the calendar month in which the cancellation is to take effect.

Operating Procedures 3
January 1, 2001
Part I - General Rules Section 7 - Reports and other communications to Participants

7.3 Official reports


(a) The official statement of the balance in a Participant’s account of a particular issue of securities is that
contained in the most recent paper (non-electronic) version of the Statement of Transactions sent or to be sent
by mail, whether or not such sending by mail has been waived by the Participant, without prejudice to the right
of Euroclear Bank to reverse erroneous, conditional or provisional entries.

(b) The official statement of the balance in a Participant’s account of a currency or Composite Currency Unit is
that contained in the most recent paper (non-electronic) version of the Daily Cash Statement sent or to be sent
by mail, whether or not such sending by mail has been waived by the Participant, without prejudice to the
right of Euroclear Bank to reverse erroneous, conditional or provisional entries.

7.4 Information on the Euroclear websites


(a) Euroclear Bank may make available general information through the Euroclear websites. While Euroclear
Bank produces or obtains such information from publicly available sources generally considered reliable, it
does not verify the accuracy or completeness of the information of which it receives notice and which it makes
available through the Euroclear websites. Euroclear Bank does not undertake to keep this information current.
Use of information available through the Euroclear websites is at Participant’s own risk. Participants are
advised not to rely on the Euroclear websites as a primary source of information.

(b) The Euroclear websites may also contain links to websites controlled or offered by third parties. Euroclear
Bank has not reviewed, and hereby disclaims responsibility for, any data, information or materials posted at
any of the sites linked to the Euroclear websites. By creating a link to third party websites, Euroclear Bank
does not endorse or recommend any products or services offered on such websites.

(c) Euroclear Bank is not providing any warranties and representations regarding the Euroclear websites.
Euroclear Bank disclaims all warranties and representations of any kind with regard to the Euroclear websites,
including any implied warranties of merchantability, non-infringement of third party rights, freedom from
viruses or other harmful code, or fitness for a particular purpose. Euroclear Bank does not warrant the
accuracy, adequacy, completeness or availability of the, information contained on Euroclear websites and
expressly disclaims liability for errors or omissions in the information.

7.5 Statements of movements in Transit Accounts, Record-keeping


Accounts and Non Deposit Accounts
For the purposes of Section 10 of the Terms and Conditions, statements furnished by Euroclear Bank include
statements in respect of movements in Transit Accounts, Record-keeping Accounts and Non Deposit Accounts.

7.6 Provision of reports to Participants’ auditors


Provided that it has first received a duly authorised request from or on behalf of a Participant’s auditors duly
authorised by the Participant, Euroclear Bank will confirm by means of standard reports all aspects of a
Participant's position. A copy of such reports will, upon request, also be provided to the Participant.

4 Operating Procedures
January 15, 2007
Part I - General Rules Section 8 - Entries in Participants’ accounts

8. Entries in Participants’ accounts

Table of contents

8.1 Final or provisional entries: general rules ................................................................................................... 1


8.2 Provisional entries.......................................................................................................................................... 1
8.2.1 Securities Clearance Accounts................................................................................................................. 1
8.2.2 Cash Accounts ......................................................................................................................................... 2
8.3 Reversals ......................................................................................................................................................... 2
8.3.1 General rules............................................................................................................................................ 2

Operating Procedures
January 1, 2001
Part I - General Rules Section 8 - Entries in Participants’ accounts

8.1 Final or provisional entries: general rules


(a) Credits and debits to Participants’ accounts may be final or provisional. Euroclear Bank credits
Participants’ Securities Clearance Accounts only after receiving confirmation from the relevant local market of
final receipt of securities for its account, except as specifically set forth in the Operating Procedures in
accordance with (b) below.

(b) The specific rules relating to final and provisional credits and debits for specific Euroclear services are set
out under the heading “Generation of records” and/or “finality” in the relevant sections of Part II - Services.
Euroclear Bank may credit securities or funds to Participants’ accounts before having received confirmation
that the receipt of securities or funds is final in the circumstances set out in Section 12.1(f) or in certain
domestic markets, as set out in the relevant country sections in Part IV - Domestic Markets. The specific rules
for services in Part II - Services or for domestic markets in Part IV - Domestic Markets must be read in
conjunction with this Section.

(c) The rules set out in this Section with respect to Securities Clearance Accounts apply to Transit Accounts.

8.2 Provisional entries


(a) Credits and debits to Securities Clearance Accounts or Cash Accounts described as provisional may be
reversed (see Section 8.3) if the conditions for their ceasing to be provisional described below in Sections 8.2.1
and 8.2.2 or elsewhere in these Operating Procedures are not met. Securities provisionally credited to a
Securities Clearance Account may be immediately available for further transactions. Each Participant
specifically authorises Euroclear Bank to credit any Participant with securities prior to final receipt in
accordance with these Operating Procedures and to make such securities available for transfer or other use by
such Participant notwithstanding the fact that such credit of securities may be reversed and the eventual
application of Section 17(c) of the Terms and Conditions, as set out in Section 8.3. Euroclear Bank credits
securities to Participants before having received confirmation that the receipt is final in Germany and U.S.A. –
see the relevant country sections in Part IV – Domestic Markets. In case of unwind in those markets,
Euroclear Bank may also block securities as described in Section 9.2.1.1(h).

(b) The provisional nature of any debit or credit to any account will not be affected by:

(i) the absence of a statement to that effect in any report furnished by Euroclear Bank to such Participant or
any other indication in any report or statement; or
(ii) any subsequent debits or credits to such accounts arising out of further securities transactions.

8.2.1 Securities Clearance Accounts


(a) Credits to Securities Clearance Accounts relating to:

(i) receipts of securities are provisional upon the securities not being refused pursuant to Section 15.2.3;
(ii) receipts of registered, inscribed or book-entry securities (or documents required to effect transfer of
ownership of such securities) are provisional upon such receipts not being refused by the Depositary or
Other Clearance System initially receiving such securities or documents, or by another Depositary for the
issue, and remain provisional until the credit of the securities to the account of Euroclear Bank is final or
until registration in the name of the Depositary or the Other Clearance System or of Euroclear Bank or the
appropriate nominee (as set out in Section 10.4.1), as the case may be, is final;
(iii) receipts by a Depositary or by Euroclear Bank directly through an Other Clearance System are
provisional until the transfer to the account of the Depositary or of Euroclear Bank or of the appropriate
nominee, as the case may be, for the Euroclear System is final in accordance with the rules and practice of
the local market;
(iv) the Domestic Market Claims Procedure (see Section 20.7.2), are provisional until the related debit to
the account of, or delivery by, the counterparty is final.

(b) Debits to Securities Clearance Accounts relating to:

(i) deliveries of securities are provisional upon the securities being delivered and accepted by the recipient;

Operating Procedures 1
September 20, 2010
Part I - General Rules Section 8 - Entries in Participants’ accounts

(ii) deliveries of securities to any Other Clearance System are provisional upon the securities being accepted
by the Other Clearance System, upon the conditions of use of such Other Clearance System, and upon the
satisfaction of any necessary procedures set forth in any agreement between Euroclear Bank and such Other
Clearance System;
(iii) deliveries of registered, inscribed or book-entry securities (including documents required to effect
transfer of ownership thereof) are provisional upon such deliveries not being refused by the recipient and
remain provisional until transfer of the securities to the recipient is final in accordance with local rules and
practice;
(iv) deliveries of securities by a Depositary, or directly by Euroclear Bank, through an Other Clearance
System, are provisional until debited to the account for the Euroclear System and credited to the intended
recipient.

8.2.2 Cash Accounts


(a) Credits to Cash Accounts arising out of:

(i) deliveries of securities to Clearstream against payment, are provisional until receipt by Euroclear Bank
of the Clearstream Feedback Transmission indicating the acceptance or refusal of the delivery by
Clearstream;
(ii) Custody Cash Distributions are provisional until the receipt in whole of such payments by Euroclear
Bank is final;
(iii) the Other Market Claims Procedure (see Section 20.7.3), are provisional until the receipt of the interest
payment by Euroclear Bank is final;
(iv) receipts of funds at Cash Correspondents are provisional until such receipts are final;
(v) the Domestic Market Claims Procedure (see Section 20.7.2), are provisional until the related debit to the
account of or payment by the counterparty is final.

(b) Statements contained in any report relating to credits to a Cash account that indicates that funds have been
received and reconciled by Euroclear Bank do not indicate that the relevant payments made to Euroclear Bank
are final, nor does it affect in any way the provisional nature of such credits.

(c) Debits to Cash Accounts arising out of:

(i) receipts of securities against payment are provisional until the securities are accepted pursuant to Section
15.2.3;
(ii) Other Market Claims Procedure (see Section 20.7.3), are provisional until final receipt of the interest
payment by Euroclear Bank.

8.3 Reversals

8.3.1 General rules


(a) Euroclear Bank may reverse any:

(i) credit or debit which it has made to any account as a result of any error, i.e. in cases that an error occurs
on Euroclear Bank’s part and in cases of any credit or debit that for any reason has been erroneously made.
Without prejudice to Section 10 of the Terms and Conditions, Participants must advise Euroclear Bank,
promptly upon discovery, of any erroneous entry in any of their accounts and must not attempt adjustment
by other means;
(ii) provisional credit or debit to any account if the relevant conditions (as set out in Section 8.2 above or
other sections of the Operating Procedures, as the case may be) are not fulfilled;
(iii) credit or debit to any account, if required to do so as a consequence of any law, regulation, order,
judgement, injunction, asset freeze, or other action of or by any receiver or person fulfilling a similar
function, government, court or other instrumentality of government (including central banks), the legal
effect of which is to require Euroclear Bank, or in the case of a Bridge settlement Clearstream, to reverse
any credits or debits.

2 Operating Procedures
January 19, 2009
Part I - General Rules Section 8 - Entries in Participants’ accounts

(b) In the event that Clearstream fails to pay Euroclear Bank an amount due, Euroclear Bank has the right and
is hereby authorised by each Participant to debit the Participant's relevant Cash Accounts for a portion of the
unpaid amount due by Clearstream as provided for in this section.

The relevant Participants' Cash Accounts are those to which credits were previously made as a result of
transactions taken into account to determine the amount due by Clearstream to Euroclear Bank.

The debit is calculated currency by currency (e.g. only Participants credited with USD will be debited for the
amount due by Clearstream in USD), in proportion to the amounts credited in the relevant currency in the
Cash Accounts.

Any such debit shall be provisional, subject to the resolution of all claims that may be asserted under the letter
of credit provided by Clearstream under the Bridge Agreement, and any other claims available to Euroclear
Bank with respect to such failure to pay.

(c) In accordance with Section 15 of the Terms and Conditions, the relevant Participant shall indemnify
Euroclear Bank for any costs, expenses or penalties incurred as a result of any event described in (a) above,
including reasonable fees of counsel. Euroclear Bank accepts no liability for any losses, including but not
limited to fees, expenses and foreign exchange risks, that result from the use or re-use of a provisional credit by
a Participant.

(d) It is the responsibility of the relevant Participant to cover any shortfall in a Securities Clearance Account
resulting or that would result from any reversal effected in accordance with (a) above. If the relevant
Participant fails to cover any shortfall in a Securities Clearance Account, as required by Section 15(c) of the
Terms and Conditions, Section 17(c) of the Terms and Conditions may be applied to share the loss among all
the Participants holding the relevant securities in the Euroclear System. Euroclear Bank accepts no liability
for the application of such loss sharing provision in accordance with the Terms and Conditions.

(e) Euroclear Bank may make an interest adjustment in respect of any reversal of a debit or credit to a Cash
Account.

(f) Participants are informed of any reversal of an entry in any Account and of any interest adjustment in their
Cash Accounts.

Operating Procedures 3
December 14, 2009
Part I - General Rules Section 9 - Availability and blocking of securities or cash

9. Availability and blocking of securities


or cash

Table of contents

9.1 Blocking of securities or cash: general rules .......................................................................................... 1


9.2 Availability of securities .......................................................................................................................... 1
9.2.1 Blocking of securities: specific rules.................................................................................................. 1
9.2.1.1 Blocking by Euroclear Bank ..................................................................................................... 1
9.2.1.2 Blocking at Participant’s request .............................................................................................. 2
9.2.2 Other settlement restrictions ............................................................................................................. 2
9.2.2.1 Securities approaching redemption ........................................................................................... 2
9.2.2.2 Specific settlement restrictions.................................................................................................. 3
9.2.2.3 Global certificates..................................................................................................................... 4

Operating Procedures
June 19, 2006
Part I - General Rules Section 9 - Availability and blocking of securities or cash

9.1 Blocking of securities or cash: general rules


(a) Without prejudice to Section 7 of the Terms and Conditions, Euroclear Bank may block securities or cash
standing to the credit of a Participant’s account if Euroclear Bank has notice or reasons to believe that this is
required under any applicable law, decree, regulation, order or injunction of any government (court or other
instrumentality of government (including a central bank)) or otherwise determines that such blockage is
necessary or advisable in its best interests or that of the Euroclear System, in response to any such law, decree,
regulation or order or other legal proceedings.

(b) Euroclear Bank may block securities or cash standing to the credit of a Participant’s account if Euroclear
Bank in its sole discretion determines that such blocking is necessary to enforce any right it has under the
Terms and Conditions, the Operating Procedures or any other agreement with a Participant.

9.2 Availability of securities


(a) Without prejudice to Section 20.7, a Participant to be debited with securities must have sufficient available
securities of the issue standing to the credit of its Securities Clearance Account for execution of an instruction
or operation.

(b) Securities are unavailable for the purposes of (a) above when they are either blocked or subject to other
settlement restrictions, as described below in Sections 9.2.1 and 9.2.2.

9.2.1 Blocking of securities: specific rules

9.2.1.1 Blocking by Euroclear Bank


Securities will be blocked in the Participant’s Securities Clearance Account, in the following circumstances
(but may also be blocked in other circumstances as well):

(a) for registered securities in certain domestic markets, if the securities are sent to the registrar for registration
(see Part IV - Domestic Markets);

(b) if securities are being realigned, as set out in Section 15.2.2.1;

(c) if securities of the issue to be debited pursuant to any instruction to deliver are in transit, including any
necessary trans-shipments in connection with the inventory management of the Euroclear System;

(d) if securities of the issue to be debited are being allowed to accumulate in a Securities Clearance Account in
order to meet an instruction with a higher priority or earlier settlement date, or in connection with a linked
instruction, as described in Section 12;

(e) if deemed necessary by Euroclear Bank in connection with Custody Operations including, without
limitation:

(i) a claim for relief from withholding tax;


(ii) voting procedures;
(iii) acceptance of conditional offers;
(iv) exchanges of securities;
(v) lack of any other Required Document;
(vi) partial redemption; and
(vii) a currency option;
(viii) bankruptcy, liquidation or other similar proceeding; and
(ix) providing statements of the balance in a Participant’s account;
(x) market claim;

(f) if securities are subject to a Certification Event and the deadline date for Euroclear Bank to receive the
certification has been reached (whether or not Euroclear Bank has received the certification);

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Part I - General Rules Section 9 - Availability and blocking of securities or cash

(g) if securities are subject to a Custody Operation with default actions. In the event that Euroclear Bank has received an
instruction from the Participant, in accordance with Section 19.4.1, that it does not wish Euroclear Bank to take such
default actions, the blocking shall be lifted during the Real-time Processing following the Overnight Securities Settlement
Process dated the Business Day after the deadline date;
(h) if there is a suspected Securities Loss or if an event took place which, in the opinion of Euroclear Bank, could give
rise to a Securities Loss (for example, an unwind of a receipt or delivery in a Domestic Market), in which event Euroclear
Bank may, in its sole discretion, block any Securities Clearance Account of a Participant holding securities of the issue
affected by such suspected or possible Securities Loss (either for the entire amount of securities of the issue affected
credited to such Securities Clearance Account, or proportionately in accordance with the amount of securities subject to
such suspected or possible Securities Loss). In that event, Participants cannot exercise their custody entitlements pursuant
to Section 19.5.2 (f). Alternatively, if the Securities Clearance Accounts are not blocked and Euroclear Bank is unable to
exercise certain rights (including voting rights), Euroclear Bank might execute, for each Participant, a reduced number of
custody instructions pro rata to the amount of shares with regard to which such Participant has sent such custody
instructions. For Custody Operations which do not require the Participant to send instructions, the proceeds shall be
allocated among all Participants that are entitled to these proceeds in accordance with the Terms and Conditions and the
Operating Procedures pro rata to the amount of such shares held by the Participant in the Euroclear System at the time
the entitlement to these proceeds for each Participant is determined; and
(i) if securities to be credited to a Participant’s Securities Clearance Account relate to a delivery instruction proposed by
Clearstream for Daylight Bridge Processing in a Clearstream Delivery Transmission. The blocking shall be lifted in
accordance with Section 14.2.6 (b).

9.2.1.2 Blocking at Participant’s request


(a) A Participant may instruct Euroclear Bank to block all or part of a particular issue of securities standing to the credit
of or expected to be credited to its Securities Clearance Account.

(b) Participants may instruct Euroclear Bank to unblock any amount of securities previously blocked in response to their
instructions, except in some cases where in accordance with local practice only the issuer or its agent may instruct
Euroclear Bank to unblock the amount previously blocked. Instructions to unblock partial amounts are not accepted.
(c) Instructions to block and unblock securities must be received on a Business Day by 10:00 by mail or tested telex and
will be processed in the Overnight Securities Settlement Process dated the next Business Day.
(d) Notwithstanding the foregoing, no Participant's instructions to block securities in its Securities Clearance Account
shall prevent Euroclear Bank from debiting such Securities Clearance Account in respect of the issue of securities so
blocked in accordance with or pursuant to:
(i) the Terms and Conditions or these Operating Procedures;
(ii) other agreements between such Participant and Euroclear Bank;
(iii) any applicable law, decree, regulation, order or injunction of any government, court or other instrumentality of
government (including a central bank).

9.2.2 Other settlement restrictions

9.2.2.1 Securities approaching redemption


(a) Securities approaching final redemption cease to be available for the execution of internal delivery and receipt
instructions on the redemption date, beginning with the Overnight Securities Settlement Processing dated the redemption
date. Securities approaching final redemption cease to be available for the execution of external delivery instructions
either at the time set forth under the heading “Settlement restrictions” of the Euroclear Documentation, or seven calendar
days before the redemption for all other securities.
(b) Securities approaching partial redemption, when there is a reduction of the minimum denomination in which the
securities can be traded, cease to be available for the execution of:
(i) external delivery instructions, seven days before the redemption date;
(ii) internal and Bridge delivery instructions, on the Business Day preceding the redemption date; and
(iii) collateral management services (offered by Euroclear Bank to Participants as a banking service), in the Real-time
Processing dated the Business Day preceding the redemption date.
Securities received in execution of an external receipt instruction after the time when the blockage takes effect will be
credited to the Securities Clearance Account but will equally be blocked.

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(c) Euroclear Bank reserves the right to make securities approaching partial redemption by drawing
unavailable for the execution of external delivery instructions at any time between the Business Day prior to
the drawing in the local market and the time of allocation of drawn securities in the Euroclear System, as set
out in Section 20.2.3.1. Securities cease to be available for any other operation or instruction (internal and
Bridge delivery instructions and collateral management services offered to Participants as a banking service by
Euroclear Bank) as of the moment Euroclear Bank starts the allocation process of drawn securities. The
securities remain unavailable until the close of the Real-time Processing on the date of the allocation in the
Euroclear System. Any securities credited to the Securities Clearance Account after the start of the allocation
process in the Euroclear System will be available for the execution of internal, Bridge and external delivery
instructions.

(d) The rules on availability set out in (a), (b) and (c) equally apply in the case of securities with currency or
other options.

(e) Special circumstances, affecting particular securities dictated by the provisions of the governing
documentation of such issues or otherwise, may vary the settlement restrictions stated in (a), (b), (c) and (d)
above. Euroclear Bank endeavours to inform Participants by means it considers appropriate of any such
special circumstances of which it has received notice but accepts no liability for not so doing.

9.2.2.2 Specific settlement restrictions


(a) Special circumstances, which may include legal or regulatory requirements, affecting particular issues of
securities, of which Euroclear Bank endeavours (insofar as it has notice that such requirements are applicable
under the relevant law and regulations) to inform Participants by means it considers appropriate, may result in
a partial or complete restriction of the transfer or delivery of such securities.

(b) Such restrictions may include:

(i) closed books periods preceding interest payments and other Corporate Events. Any receipt instruction
received by Euroclear Bank prior to any closed books period for which the securities have not been received
by the start of the closed books period, or any delivery instruction (other than Bridge delivery) which
remains unexecuted at the start of such closed books period, or which is received by Euroclear Bank during
any closed books period, is held in the backlog of unexecuted instructions during such period. Internal
instructions (and, unless otherwise indicated, Bridge instructions) may be executed throughout such closed
books period;
(ii) particular domestic markets restrictions, as set forth in the relevant country section of the Euroclear
Documentation under the heading “Settlement restrictions”. Although an instruction may be validated in
the Euroclear System, if, as a result of the application of local market restrictions the instruction fails in the
local market, Euroclear Bank accepts no liability with respect to the delay or failure of local settlement or
from any failure to obtain agreement to the matching of instructions.

(c) Lower priority instructions will not settle using, in whole or in part, Borrowed Securities.

(d) Physical securities approaching redenomination may cease to be available for the execution of external
delivery instructions a number of days before the Redenomination Date. Participants will be informed in
advance of the number of days applicable to each securities issue.

(e) When determining whether a Participant using secured credit has sufficient collateral to satisfy the
Positioning Conditions, Euroclear Bank will not take into account any securities standing to the credit of a
Participant’s Central Bank Money Securities Account.

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Part I - General Rules Section 9 - Availability and blocking of securities or cash

9.2.2.3 Global certificates


(a) When an issue exists only in the form of a global certificate deposited in the Euroclear System or
Clearstream or with a Common Safekeeper or Common Depositary for Euroclear Bank and Clearstream, only
internal settlement instructions (as set out in Section 13) and Bridge settlement instructions (as set out in
Section 14) may be executed. It is not possible to execute instructions for physical deliveries of securities
which are in the form of global certificates, except when and as permitted by the governing documentation of
the issue. When it is not possible to execute a delivery instruction in respect of a global certificate, the
instruction is held in abeyance until the exchange of the global certificate for definitive certificates.

(b) When an issue exists only in the form of a global certificate deposited in a domestic clearing system, a
Participant’s delivery or receipt instruction will only be accepted by Euroclear Bank in connection with an
internal or Bridge settlement, or if the addressee or the entity from which the securities will be received or to
which the securities will be delivered is a member of such domestic clearing system.

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Part I - General Rules Section 10 - Certain responsibilities of Participants

10. Certain responsibilities of Participants


and rights of Euroclear Bank

Table of contents

10.1 Lien and pledge in favour of Euroclear Bank............................................................................................... 1


10.2 Pledging.......................................................................................................................................................... 1
10.3 Compliance with local law and requirements of governing documentation of issues................................... 2
10.3.1 General ...................................................................................................................................................... 2
10.3.2 Compliance: holding or transfer restrictions............................................................................................... 3
10.3.3 Taxes, similar duties and interest and penalties connected therewith .......................................................... 3
10.3.4 Responsibilities of Participants and Euroclear Bank with respect to registered securities ............................ 3
10.3.4.1 Responsibilities of Participants and Euroclear Bank with respect to registered or
dematerialised investment fund securities......................................................................................................... 4
10.4 Non freely transferable securities ................................................................................................................. 5
10.5 Compliance with audit requirements ............................................................................................................ 5
10.6 Personal data and data protection................................................................................................................. 6
10.7 Recording of communications........................................................................................................................ 6
10.8 Indemnification.............................................................................................................................................. 6
10.9 Authorisation to use information................................................................................................................... 6
10.10 Credit of securities as a result of a repurchase of securities ......................................................................... 7

Operating Procedures
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Part I - General Rules Section 10 - Certain responsibilities of Participants

10.1 Lien and pledge in favour of Euroclear Bank


(a) Without prejudice to the generality of the provisions of the Terms and Conditions, and without prejudice to
any collateral arrangements entered into between Euroclear Bank acting in its separate banking capacity and
any Participant, pursuant to Article 31 of the Belgian Act of August 2, 2002, relating to the Control of the
Financial Sector and of Financial Services, Euroclear Bank is the beneficiary of a statutory lien on:

(i) the balance of all securities credited to each Securities Clearance Account and related Transit Account;
(ii) the balance of all cash standing to the credit of each Cash Account; and
(iii) all rights or entitlements of any Participant in the Euroclear System, such as rights to recover loaned
securities or other similar rights, whether reflected in a Record-keeping Account or not, as well as all
existing and future contractual claims that any Participant may have against Euroclear Bank in connection
with the use of the Euroclear System, in particular any Participant’s claim to receive from Euroclear Bank
securities from a local market as a result of stock exchange trade orders in markets where such transactions
are automatically fed by the stock exchange into the local Clearance System or of receipt instructions sent
by Euroclear Bank to the local market on behalf of the Participant.

(b) Without prejudice to the generality of the provisions of the Terms and Conditions, and without prejudice to
any collateral arrangements entered into between Euroclear Bank acting in its separate banking capacity and
any Participant, Euroclear Bank hereby waives the statutory lien referred to in the sub-section (a) over the
balance of all securities credited to a Securities Clearance Account which has been separately and expressly
identified in writing by the Participant as an account to which solely customer securities are credited, except
where the Participant has agreed in writing that the lien should continue to apply to the customer securities
credited to such Securities Clearance Account.

(c) This lien secures any claim of Euroclear Bank against any Participant arising in connection with the
clearance or the settlement of transactions through or in connection with the Euroclear System.

(d) Without prejudice to any collateral arrangements entered into between Euroclear Bank acting in its
separate banking capacity and any Participant, and without prejudice to the statutory lien referred to in sub-
section (a) above, Participant hereby pledges the following in favour of Euroclear Bank, in order to secure any
claim of Euroclear Bank against any Participant arising in connection with the clearance or the settlement of
transactions through or in connection with the Euroclear System (in particular any extension of credit): all
securities and cash held by any Participant in the Euroclear System, all right, title and interest in and to all
such cash and securities, as well as all existing and future contractual claims that any Participant may have
against Euroclear Bank in connection with the use of the Euroclear System, in particular any Participant’s
claim to receive from Euroclear Bank securities from a local market as a result of stock exchange trade orders
in markets where such transactions are automatically fed by the stock exchange into the local Clearance
System or of receipt instructions sent by Euroclear Bank to the local market on behalf of the Participant.

10.2 Pledging
(a) Euroclear Bank may open Pledged Accounts in accordance with the Pledged Account Terms and
Conditions. Euroclear Bank shall not, without its prior consent in writing, be required to create a special
pledged account under Article 5 of Belgian Royal Decree No. 62 dated November 10, 1967, "Facilitating the
circulation of Securities", as amended, or otherwise act as collateral agent ("tiers détenteur de gage" or "tiers
convenu") for the pledge of rights or interests in any Securities Clearance Account, Transit Account, Record-
keeping Account, Cash Account or any other account.

(b) A Participant shall not pledge or transfer by way of security any such right or interest in any of its
Securities Clearance Accounts, Transit Accounts, Record-keeping Accounts, Cash Accounts or any other
account without the prior written consent of Euroclear Bank.

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Part I - General Rules Section 10 - Certain responsibilities of Participants

10.3 Compliance with local law and requirements of governing


documentation of issues

10.3.1 General
(a) Euroclear Bank does not monitor Participants’ compliance with local law or with requirements or
conditions set forth in the governing documentation of any issue of securities eligible for Euroclear services,
nor does it accept any responsibility to inform Participants about local laws or governing documentation of
issues, or any amendment thereof.

(b) In accordance with Section 15(a) of the Terms and Conditions, each holder of an Account:

(i) shall comply with any law, decree, regulation, or order of any government or governmental body
(including any court or tribunal) applicable to it or its participation in the Euroclear System and any
contract, agreement or other instrument binding upon it; and
(ii) shall indemnify Euroclear Bank upon demand against any loss, claim, liability or expense (including
reasonable attorney’s fees) asserted against or imposed upon Euroclear Bank (other than any such loss,
claim, liability or expense caused by the negligence or wilful misconduct of Euroclear Bank) as a result of :
- the use of services provided in respect of a Non-Deposit Account, and arising out of or caused by the
operation of any law, decree, regulation or order of any government or governmental body (including
any court or tribunal); or
- the violation or breach by the holder of any Account of any such law, decree, regulation, order,
contract, agreement or other instrument; or
- the holding by such holder of securities in the Euroclear System (or the receipt of payments or the
effecting of any transaction with respect thereto) and arising out of or caused by the operation of any
law, decree, regulation or order of any governmental body (including any court or tribunal).

(c) Without prejudice to the generality of (a) and (b) above, each Participant is solely responsible:

(i) in accordance with Section 15(a)(i) of the Terms and Conditions for ensuring that all applicable legal,
tax or regulatory requirements for disclosure or reporting as to holding, control or beneficial ownership are
met in respect of securities of any issue standing to the credit of, or to be credited to a Securities Clearance
Account or Transit Account in its name, including with respect to any matter as to which disclosure might
be required pursuant to Section 3.4 and including with respect to information recorded on a Non Deposit
Account;
(ii) for informing itself of the characteristics of the securities it holds, or it intends to hold, or to be recorded
on any Account through the Euroclear System including without limitation special instalment payment
provisions, holding or transfer restrictions, foreign ownership limitations, or requirements of ownership
disclosure.

(d) Without limiting the foregoing, each participant acknowledges that it is their obligation, as an ongoing
condition of participation in the Euroclear System, to comply with any law, decree, regulation, standard or
order of any government or governmental body (including any court or tribunal) applicable to it that relates to
money laundering or fraud, including without limitation, any obligations to:

(i) identify Participant’s customers and verify that identification where required;
(ii) take reasonable steps to enable suspicious transactions to be recognised;
(iii) maintain appropriate operational controls;
(iv) maintain procedures for the reporting of suspicious transactions, including reporting validated
suspicions to the appropriate authorities where required;
(v) maintain appropriate records of customer identification and transaction for a minimum of five years;
and
(vi) give appropriate training to relevant staff.

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(e) Euroclear Bank may include in documentation made available to Participants such information as it may
have obtained concerning the application of certain local laws and governing documentation requirements to
Participants. Euroclear Bank does not accept any liability with respect to the accuracy, completeness or
timeliness of such information. Participants should consult their own counsel in this connection.

10.3.2 Compliance: holding or transfer restrictions


(a) In accordance with Section 15(a)(i) of the Terms and Conditions, and without prejudice to the generality of
Section 10.3.1. above, each Participant shall comply with all holding or transfer restrictions whether statutory,
contractual or other, which may apply due to such Participant’s holdings in the Euroclear System or use of
Euroclear services, including with respect to information relating to securities recorded on a Non Deposit
Account.

(b) Euroclear Bank disclaims any liability if, for any reason whatsoever, a Participant suffers any direct or
indirect losses as a result of holding or transfer restrictions applicable to either the securities held by such
Participant in the Euroclear System or to any of the Euroclear services as set out in (a) above.

(c) Euroclear Bank may include information it has obtained concerning restrictions on individual holdings in
particular issues in specific markets, in the relevant country section of the Euroclear Documentation or may
make information available by any means it considers appropriate on other restrictions of which it is informed.
In accordance with Section 10.3.1 above, Euroclear Bank accepts no liability for the incompleteness,
inaccuracy or untimeliness of such information.

10.3.3 Taxes, similar duties and interest and penalties connected therewith
If in connection with any receipt, transfer or holding of cash or securities in the Euroclear System or in
connection with any other Euroclear Bank services, any taxes, duties, claims, interest, fines, penalties or
damages (including reasonable attorney’s fees) are imposed on, or paid by or charged to, Euroclear Bank, then:

(i) the Participants whose Accounts whereon or where from the cash or securities concerned are received,
transferred, recorded or held, shall indemnify and hold harmless Euroclear Bank for such taxes, duties,
claims, interest, fines, penalties, damages and reasonable expenses (including reasonable attorney’s fees)
associated therewith, prorata the amount of cash or the quantity of securities received, transferred or held;
and
(ii) Euroclear Bank is authorised to immediately debit the Participant’s Cash Account with such amounts.

10.3.4 Responsibilities of Participants and Euroclear Bank with respect to registered


securities
(a) Registered securities and, if applicable, dematerialised securities deposited into the Euroclear System are
registered in the name of a nominee company of Euroclear Bank, of the Depositary for the issue, or in such
other name as Euroclear Bank may in its sole discretion consider appropriate, as set out in:

(i) the relevant country section of the Euroclear Documentation under heading “Registration”; or
(ii) for FundSettle International services, as set out in Section 27; or
(iii) Euroclear Bank may, in certain markets and in accordance with local practice, hold securities
registered in street name (i.e., depending on the market, the name of a broker or other institution holding
the securities for its customer(s) or the name of a previous holder).

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(b) All securities in registered form deposited into the Euroclear System, if not delivered properly registered for
deposit into the Euroclear System shall be accompanied by proper instruments of transfer and shall be in
proper form for registration in the nominee name as described:

(i) in the relevant country section of the Euroclear Documentation under heading “Specific
instructions requirements”; or
(ii) in Section 27 in respect of FundSettle International services.

(c) Where securities are registered in the name of a nominee company of Euroclear Bank, Euroclear Bank
accepts the same responsibility for the acts and omissions of such nominee as it does for its own acts and
omissions pursuant to the Terms and Conditions, the Supplementary Terms and Conditions and the Operating
Procedures.

(d) Except where otherwise stated in Part IV - Domestic Markets, in the event that any such security so
deposited shall be denied registration into the applicable nominee name for any reason, the holder of the
Securities Clearance Account or Transit Account to which such securities were initially credited shall be liable
for the proper re-registration of such securities or their replacement.

(e) If the registration of securities deposited into the Euroclear System or otherwise instructed by a Participant
in respect of FundSettle International services requires any fee, tax or other amount to be paid as a condition
for or in connection with the registration of such securities, Euroclear Bank reserves the right to debit such
amount to the Cash Account of the Participant to whose Accounts such securities were credited, for value the
payment date of such fee, tax or other amount, pro rata to the amount of such securities credited to the
Account.

(f) Where securities are sent to a registrar for re-registration, Euroclear Bank accepts no liability for any delay
in or preclusion from registration, including but not limited to any delay or preclusion resulting from foreign
ownership limitations.

10.3.4.1 Responsibilities of Participants and Euroclear Bank with respect to registered


or dematerialised investment fund securities
(a) Each Participant acknowledges that when Euroclear Bank holds investment fund shares or units through a
Depositary, Euroclear Bank may not have direct information from the fund's agent on issues such as the fund's
registration practices or the content of the fund's register of shareholders, and that Euroclear Bank has no
obligation to obtain or review such information. The practices of certain fund transfer agents may be the
source of discrepancies between the agent's and Euroclear Bank's records. Euroclear Depositaries are
contractually required to confirm registration pursuant to each order processed for Euroclear Bank. In
accordance with Section 12(c) and (e) of the Terms and Conditions, Euroclear Bank is not liable for any loss
resulting from the acts or omissions (or the bankruptcy or insolvency) of Depositaries or any entities acting for
issuers of securities. Without limiting the generality of the foregoing, Euroclear Bank is not liable for (i) a
Depositary’s failure to obtain confirmation of registration of fund shares, (ii) the fund's agent failure to abide
by such confirmation, (iii) the fund's agent's failure to record Euroclear Bank's nominee (or the nominee of its
Depositary) as the registered holder of the fund, (iv) any alteration of the register that is made without
Euroclear Bank's consent, (v) any discrepancies that result from a Participant’s direct dealing with the fund or
its agent without appropriate instructions to Euroclear Bank or (vi) any Participant’s failure to comply with
transfer restrictions as set out in (c) below.

(b) Euroclear Bank may hold investment fund shares in registered form directly on the books of the fund, the
fund management company or entities acting for such fund in whatever capacity. Euroclear Bank may enter
into agreement with these entities. Euroclear Bank shall have no liability for the acts and omissions (or the
bankruptcy or insolvency) of such entities, towards Participants, beneficial owners or any third party. Euroclear
Bank shall take such steps to effect a recovery of claims that Participant might have against these entities, as it
reasonably deems appropriate under all circumstances (including without limitation the bringing and settling
of claims).

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Part I - General Rules Section 10 - Certain responsibilities of Participants

(c) In accordance with Section 10.3. Compliance with local law and requirements of governing documentation
of issues and Section 15(a) of the Terms and Conditions, Participants undertake to comply with any law,
decree, regulation, order, contract, agreement or other instrument binding upon it, including compliance with
holding and transfer restrictions. Each Participant acknowledges that any discrepancies between the records of
the fund's agent and Euroclear records resulting from a Participant's breach of the governing documentation of
any other agreement or instrument (including, without limitation, restrictions on internal or Bridge transfers)
shall not give rise to any liability of Euroclear Bank for any direct or indirect losses resulting therefrom.

(d) Certain Fund, Fund management companies and/or its agent require, for their own purposes, information
regarding internal or Bridge transfers. Participants are responsible for verifying the requirements for each
issue of investment fund shares with the relevant fund or its agent. Each Participant undertakes to comply
with the information requirements of each fund. Failure to submit to such requirements might trigger failure of
or delay in the processing of instructions. Euroclear Bank does not accept any liability for the Participant’s
impossibility to redeem its fund shares or for any delay or other direct or indirect consequences resulting from
the Participant’s failure to report information in the manner required by the fund, the Fund management
company or its agent.

(e) A Participant is authorised to communicate instructions or orders directly to the Fund, the Fund
management company or its agent for the subscription of new investment fund shares, for the switch or
redemption of investment fund shares held in the Euroclear System. Participant is hereby authorised to have
investment fund shares registered in the Euroclear Nominee name for subscription or refer in its orders to
registration in the Euroclear nominee name for switches or redemption, but only to the extent that such order
or instruction does not exceed the amount of fund shares that the instructing Participant has in its Securities
Clearance Account as well as the position recorded on the fund agent's own records at the time the Participant
places the order directly with the Fund, the Fund management company or the agent. Each Participant dealing
directly with the fund will be liable for any losses resulting from any instruction provided directly to the Fund,
the Fund management company or its agent, including any discrepancies between the fund’s records and
Euroclear Bank’s records that may arise due to the Participant’s lack of sufficient fund shares to cover its
instruction or order.

10.4 Non freely transferable securities


In accordance with Section 15(b) of the Terms and Conditions, if any security shall have been received at any
Depositary or through an Other Clearance System for credit to a Securities Clearance Account or Transit
Account, shall at any time, prove to be forged, fraudulent or invalid (or otherwise not freely transferable
without encumbrance in any market which Euroclear Bank determines to be relevant under the circumstances),
the holder of such Securities Clearance Account shall be liable therefor and Euroclear Bank shall, upon notice
to such holder, debit to such Securities Clearance Account or Transit Account (as applicable, if the securities
have not at the time been credited to such Securities Clearance Account), an amount of securities of the same
issue upon discovery that securities so received are forged, fraudulent or invalid (or are not freely transferable
and deliverable without encumbrance in any such market). The records of Euroclear Bank as to which
Securities Clearance Account or Transit Account securities received were initially to be credited will be
sufficient evidence of the matters referred to therein in the event of controversy.

10.5 Compliance with audit requirements


As part of the audit procedures of Euroclear Bank, randomly selected Participants will be requested from time
to time to confirm certain aspects of their operations as Participants. Euroclear Bank may also request
Participants to provide any documents or evidence in relation to any aspects of their participation in the
Euroclear System. Such requests do not relieve a Participant of the responsibility to reconcile its records as set
forth in Section 10 of the Terms and Conditions.

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10.6 Personal data and data protection


Euroclear Bank may, whether as a data controller or data processor within the meaning of the applicable EU
and Belgian legislation, receive, collect and process personal data (including names, contact details and other
associated data, such as the recording of phone conversations as set out in these Operating Procedures),
relating to or involving persons employed by and/or associated with Participants, beneficiaries of Accounts
administered by Participants and any other persons involved in the admission procedure of a Participant.

These personal data will be used for purposes such as managing the admission procedure of a Participant,
managing and administering Participants’ Accounts, providing services to Participants, contacting and
communicating effectively with Participants, and any other related purposes, including and without limitation
direct marketing and handling of claims and litigation, whether in Belgium or abroad.

The personal data may be shared with and/or transferred to other Euroclear companies and/or third party
service providers to achieve the above-described purposes. Some of these entities may be established in
countries outside the European Economic Area that may not offer an equivalent level of data protection. In
such case Euroclear Bank shall ensure the transfer of personal data takes place in accordance with the
principles and conditions set out in the applicable EU and Belgian legislation for such transfer.

Euroclear Bank shall allow individuals to access and, if shown to be incorrect, rectify their personal data in
accordance with the applicable EU and Belgian legislation.

Each Participant represents and warrants that it has properly informed its employees and contractors of the
reception, collection, processing and transfer of their personal data by Euroclear Bank and of the purposes
thereof.

10.7 Recording of communications


Euroclear Bank reserves the right to record telephone conversations with Participants without previous
warning or signal and to refer to the recordings of such conversations in the event of any dispute.

10.8 Indemnification
Euroclear Bank will not take any action that would, in its judgement, expose it to any liability against which it
is not indemnified to its satisfaction.

10.9 Authorisation to use information


(a) Euroclear Bank is authorised to use information relating to positions or movements in Participants’
Securities Clearance Accounts to facilitate a repurchase of securities by Euroclear Bank in accordance with the
Terms and Conditions, Supplementary Terms and Conditions or Operating Procedures.

(b) Participants are authorised to use information provided by Euroclear Bank, including information received
in a DACE Notice pursuant to Section 19.3, for their exclusive use to support their primary business.
Participants should be aware that Euroclear Bank receives information from various third party information
providers. Participants may not repackage, further transmit, transfer, disseminate, distribute, redistribute, sell,
resell, lease, rent, license, sublicense, alter, modify or adapt information received from Euroclear Bank without
the express written consent of Euroclear Bank and/or the relevant third party information provider.
Participants may use information received from Euroclear Bank in support of their Euroclear related activities.
Participants may not use any information received from Euroclear Bank for any illegal purpose. Participants
will take all reasonable steps to ensure that their officers, directors, employees, representatives, contractors and
agents comply with the requirements of this Section 10.9(b).

6 Operating Procedures
June 14, 2010
Part I - General Rules Section 10 - Certain responsibilities of Participants

(c) Each Participant hereby agrees and acknowledges that certain information received from Euroclear Bank is
and shall remain the valuable intellectual property owned by, or licensed to, Euroclear Bank and/or a specific
third party information provider and that no proprietary rights are being transferred to the Participant. Each
Participant agrees that misappropriation or misuse of such information may cause serious damage to Euroclear
Bank and/or a third party information provider and that in such event money damages may not constitute
sufficient compensation; consequently, each Participant agrees that in the event of any misappropriation or
misuse, Euroclear Bank and/or the third party information provider shall have the right to obtain injunctive
relief in addition to any other legal or financial remedies to which either of them may be entitled.

(d) Euroclear Bank hereby discloses that most issuers of securities rated by rating agencies have, prior to
assignment of any rating, agreed to pay to the relevant rating agency for the appraisal and rating services
rendered by it fees. The relevant rating agencies and their affiliated entities maintain policies and procedures
to address the independence of their ratings and rating processes. With respect to the use of ratings by rating
agencies, each Participant expressly agrees that:

(i) the credit ratings and other opinions provided by Euroclear Bank are, and will be construed solely as,
statements of opinion and not statements of fact or recommendations to purchase, hold or sell any
securities;
(ii) each rating or other opinion will be weighed solely as one factor in any investment decision made by or
on behalf of the Participant or any investor; and
(iii) it will accordingly make its own study and evaluation of each security, and of each issuer and
guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding
or selling.

10.10 Credit of securities as a result of a repurchase of securities


When effecting a purchase of securities for the account of a Participant in accordance with the Terms and
Conditions, Supplementary Terms and Conditions or the Operating Procedures, Euroclear Bank will make
reasonable efforts to purchase the exact amount of securities of the issue that is required, even if such amount
is different from the minimum tradable amount for such security or a multiple of such minimum tradable
amount. If, however, notwithstanding its reasonable efforts, Euroclear Bank cannot purchase the exact amount
of securities required, it is authorised to purchase such higher amount of securities of the issue as is required to
match the minimum tradable amount or appropriate multiple thereof. In such an event, the full amount of the
securities purchased shall be credited to the Securities Clearance Account of the Participant and the full
expense associated with such purchase shall be debited to the Cash Account of the Participant.

Operating Procedures 7
June 14, 2010
Part I - General Rules Section 10 - Certain responsibilities of Participants

8 Operating Procedures
January 15, 2007
Part I – General Rules Section 11 - Insurance

11. Insurance

Table of contents

11.1 General .................................................................................................................................................. 1


11.2 Premises and transit coverage for securities held in the Euroclear System ......................................... 1
11.2.1 Interest insured ............................................................................................................................... 1
11.2.2 Situation ......................................................................................................................................... 1
11.2.3 Scope ............................................................................................................................................. 1
11.2.4 Valuation ........................................................................................................................................ 1
11.2.5 Examples of exclusion .................................................................................................................... 1
11.2.6 Sum insured ................................................................................................................................... 2
11.3 CCL: Crime and Civil Liability ............................................................................................................ 2
11.3.1 Scope ............................................................................................................................................. 2
11.3.2 Examples of exclusions .................................................................................................................. 3
11.3.3 Sum insured ................................................................................................................................... 4
11.4 Cyber risks ............................................................................................................................................ 4
11.4.1 Scope ............................................................................................................................................. 4
11.4.2 Examples of exclusions .................................................................................................................. 4
11.4.3 Sum insured ................................................................................................................................... 4

Operating Procedures
December 22, 2008
Part I – General Rules Section 11 - Insurance

11.1 General
Euroclear Bank maintains insurance policies with respect to securities held in the Euroclear System pursuant to
the Terms and Conditions. This insurance coverage is part of insurance policies contracted for the benefit of the
Euroclear group of companies.

We set out below information about certain aspects of our insurance program. As is the case with any insurance
policy, our policies contain detailed definitions, are subject to exclusions and conditions and policy limits and
their interpretation is ultimately a matter of the courts.

11.2 Premises and transit coverage for securities held in the Euroclear
System
11.2.1 Interest insured
All “Valuable Property” (as more fully defined in the policy), which is used by the Assured in the conduct of its
business, and/or in which or in relation to which the Assured has an interest, and/or which is held, lodged or
deposited by or with the Assured, or which is held, lodged or deposited by or with a Custodian of the Assured,
for any purpose or in any capacity and whether so held gratuitously or otherwise and whether legally liable
therefore or not.

11.2.2 Situation
Worldwide, in transit, by any means of conveyance, or at rest.

11.2.3 Scope
(a) To cover against all risks of physical loss or damage from whatever cause arising, whether or not the
Assured is legally liable (subject to certain Institute Clauses);

(b) Specific endorsement in respect of forgery and Valuable Property held in Russia

11.2.4 Valuation
If lost securities can be re-issued or are replaceable or can be reconstructed, then the Assured may issue or
replace them with the approval of the Underwriters and the value shall be the actual cost of re-issue or
replacement or reconstruction plus any interest charges incurred in the re-issue or replacement or reconstruction.

If for any reason it is not possible to re-issue or replace or reconstruct securities, the value of such securities
shall be determined by the closing market value of such securities on the Business Day of the discovery of such
loss (or if discovered during a weekend or national holiday, on the next Business Day thereafter). The basis of
valuation shall include any accrued interest (including coupons), dividends and/or privileges.

11.2.5 Examples of exclusions


(a) Biological, Bio-Chemical and Electromagnetic Weapons.

(b) Losses as a result of Terrorist Acts, other than:

(i) for losses in France which shall be covered as per Gareat terms and conditions; or
(ii) while in transit (subject to the Termination of Transit Clause (Terrorism) JC056/01).

(c) Any loss arising out of the insolvency of the Assured.

(d) Loss resulting from any dishonest or fraudulent acts of any Employee or of any Director of the Insured
except when resulting directly from misplacement, mysterious unexplainable disappearance or destruction of or
damage to property.

Operating Procedures 1
December 22, 2008
11.2.6 Sum insured
EUR 100 million each and every loss (Russian forgery endorsement: EUR 7.5 million each and every loss).

However, shipments by registered mail or overnight couriers should not exceed the following amounts (as listed
in Euroclear Bank’s Depositary Service Description):

(a) Shipments by registered mail and overnight couriers of negotiable and non-negotiable Euroclear Securities
from Euroclear Depositaries or the Brussels Office to:

(i) Other Euroclear Depositaries and Euroclear Participants:


EUR 5,000,000 (non-negotiable)
EUR 2,000,000 (negotiable)
(ii) Any other addressee:
EUR 2,000,000 (non-negotiable)
EUR 1,000,000 (negotiable)

(b) Messenger shipments or Euroclear Securities including shipments between Euroclear Depositaries and by
Euroclear Depositaries to other financial institution:
EUR 1,000,000.

11.3 CCL: Crime and Civil Liability


11.3.1 Scope
To indemnify the Assured for direct financial loss sustained by the Assured caused by:

(a) Internal Fraud

Direct financial loss sustained by the Assured from dishonest, fraudulent or malicious acts of an Employee of
the Bank committed anywhere, alone or with others.

(b) External Fraud

(i) Non-Computer related fraud

To indemnify the Assured for direct financial loss sustained by the Assured caused by the Assured as a result
of the Assured, and/or a Financial Organization, and/or a Customer (or a Customer’s agent or authorized
representative, or any one or more of them, in the ordinary course of business or in the provision of
Euroclear Services:

(x) having acquired, sold, delivered, accepted, received, or otherwise acted upon or relied on any
Instrument or any Written Instruction;
(y) guaranteeing in writing or witnessing any hand-written signature on any Instrument or any Written
Instruction which proves to have been either counterfeit, or forged, or fraudulent, or lost, stolen or
fraudulently obtained; or
(z) having acquired, sold, delivered, accepted, received or otherwise acted upon or relied on any
counterfeited paper, currency or coin issued or purporting to have been issued as legal tender in any
country.

(ii) Computer Manipulation

Direct financial loss sustained by the Assured:

(w) as a result of computer manipulation which was committed by any person (other than an
identifiable Employee) acting alone or in collusion with others;
(x) as a result of the Assured, and/or a Custodian, and/or a Customer, and/or a Customer’s agent or
authorized representative taking or omitting to take any action in consequence of computer
manipulation which was committed by any person other than an identifiable Employee);

2 Operating Procedures
January 18, 2010
Part I – General Rules Section 11 - Insurance

(y) as a result of a communication transmitted through or by (or which appears to have been
transmitted through or by) a communication system but which has not been sent by the person
purporting to be the sender;
(z) as a result of the Assured, and/or Financial Organization, and/or a Customer, and/or a Customer’s
agent or authorized representative having taken or omitted to take any action on the faith of a
communication transmitted through or by (or which appears to have been transmitted through or by) a
Communication System but which has not been sent by the person purporting to be the sender.

(iii) Extortion

To indemnify the Assured for direct financial loss (including loss of, damage to or theft of Valuable Property)
sustained by the Assured by reason of the delivery of any funds or property (including Valuable Property) at
or away from an office of the Assured, or the Assured having transferred any funds or property (including
Valuable Property) as a result of an extortionist’s threat:

(v) to do bodily harm to a Director, Officer or Employee (or a relative or guest of any such person) who
is, or allegedly is, being held captive or under threat;
(w) to cause damage or disruption to the offices, property or other assets of the Assured and/or the
property or assets of an Employee;
(x) to damage, destroy, corrupt, steal or in any way alter Data, Computer Programs or Data Processing
Media;
(y) to steal or divulge confidential information;
(z) to deny access to Computer Systems or Electronic Communication Systems.

(iv) Erroneous Transfer

To indemnify the Assured for any direct financial loss (including loss of, damage to or theft of Valuable
Property) resulting from the Fraudulent Retention by a third party recipient of Valuable Property misdirected
or erroneously transferred by the Assured or by a Financial Organization acting upon instructions from the
Assured, and/or from another Financial Organization, and/or from a Customer (and/or a Customer’s agent or
authorized representative) as a direct result of the accidental, unintentional transfer of Valuable Property to a
third party recipient account other than the account actually intended to receive it, or the inadvertent transfer
of a greater amount of Valuable Property to a third party recipient than was actually intended.

(c) Civil Liability

To indemnify the Assured for Civil Liability following any Claim against the Assured by a third party, first
made during the Policy Period and arising out of or in connection with the provision of or failure to provide
Euroclear Services.

11.3.2 Examples of exclusions


(a) Claims not first made during the policy period;

(b) Loss sustained which is not first discovered during the policy period;

(c) Claim in consequence of writ/demand/suit/investigation pending against or order, decree or judgement


entered against prior to the policy period;

(d) Fines, penalties, punitive or exemplary damages;

(e) Any loss or liability resulting directly or indirectly from any one or more dishonest, fraudulent, malicious or
negligent acts of a Customer and/or an employee of a Customer to the extent that recourse for such loss or
liability against such Customer is legally enforceable and recoverable;

(f) Radioactivity/nuclear related losses and claims;

(g) Pollutants (except in respect of loss or destruction of or damage to Valuable Property);

Operating Procedures 3
December 22, 2008
(h) Loss, damage or destruction of property;

(i) Loss solely based on the insolvency or bankruptcy of a financial institution, its receiver or other liquidator,
resulting in the failure to pay or deliver Valuable Property to the Assured (other than Loss for which coverage is
provided under Insuring Clause 5);

(j) War, revolution, confiscation, destruction under a public authority order;

(k) Loss or Claim which is a direct result of any input, modification, deletion or destruction of Computer
Programs or of Data or loss of Data Processing Media caused by mechanical failure, faulty construction, latent
defect, wear or tear, gradual deterioration, error in design, or error in programming, or errors or omissions in
processing, electrical disturbance, Data Processing Media failure or breakdown or any malfunction, except
where the loss or liability arising from the same is covered under any of Insuring Clauses 1, 3, 5 or 6;

(l) Acts or defaults of Directors except when deemed to be an Employee;

(m) Any loss or liability arising out of the insolvency of the Assured;

(n) Employee liability in respect of personal Civil Liability arising from dishonest, fraudulent or malicious acts.

11.3.3 Sum insured


EUR 260,000,000 any one loss or claim and in the aggregate for policy period (as defined in the policy) plus a
EUR 245 million reinstatement for the policy period.

11.4 Cyber Risks


11.4.1 Scope
To cover against:

(i) Data reconstruction expenses;


(ii) Increased cost of working;
(iii) Public relation expenses;
(iv) Expert fees.

In case of:

(i) Computer malicious act;


(ii) Cyber sabotage;
(iii) Computer virus;
(iv) Unauthorized usage of the Insured’s systems and network facilities;
(v) Human error;
(vi) Breakdown, surge or diminution of electrical energy occurring at the Insured’s premises;
(vii) Breakdown or interruption in the Insured’s telecommunication equipment and/or teletransmission lines
(excluding third party lines);
(viii) Electrostatic discharge, electromagnetic disturbance;
(ix) Natural event such as lightning.

11.4.2 Examples of exclusions


(a) Programming errors unless these errors result in a security failure of the Insured’s system and network
facilities;

(b) Terrorism;

(c) War.

11.4.3 Sum insured


EUR 10 million in the aggregate for policy period (EUR 2 million for computer virus in the aggregate for policy
period).

4 Operating Procedures
December 22, 2008
Part I – General Rules Section 12 - Processing general rules

12. Processing general rules

Table of contents

12.1 General ................................................................................................................................................... 1


12.2 Overnight Processing ............................................................................................................................. 2
12.2.1 First Overnight Securities Settlement Processing.............................................................................. 2
12.2.1.1 Starting positions ..................................................................................................................... 2
12.2.1.2 Instructions included................................................................................................................ 2
12.2.1.3 Records and reporting .............................................................................................................. 2
12.2.2 Second Overnight Securities Settlement Processing.......................................................................... 3
12.2.2.1 Starting positions ..................................................................................................................... 3
12.2.2.2 Instructions included................................................................................................................ 3
12.2.2.3 Reporting................................................................................................................................. 3
12.3 Real-time Processing .............................................................................................................................. 3
12.3.1 Starting positions ............................................................................................................................. 3
12.3.2 Positions during the Real-time Processing........................................................................................ 4
12.3.3 Instructions included........................................................................................................................ 4
12.3.3.1 Reporting................................................................................................................................. 4
12.4 Processing sequence ............................................................................................................................... 4
12.4.1 Processing for positioning ................................................................................................................ 5
12.4.2 Processing of local market confirmations ......................................................................................... 5
12.4.2 Recycling of instructions .................................................................................................................. 6
12.5 Positioning sequence of against payment external receipts and money transfer instructions.............. 6
12.6 Positioning sequence of securities deliveries.......................................................................................... 6
12.6.1 Priority rules .................................................................................................................................... 7
12.6.2 Settlement date ................................................................................................................................ 8
12.6.2.1 Default standard procedure (option N) ..................................................................................... 8
12.6.2.2 Modified standard “optimisation” procedure (option Y) ........................................................... 8
12.6.2.3 Exceptional procedure - daily “purge” (option D)..................................................................... 9
12.6.3 Quantity of securities ....................................................................................................................... 9
12.6.4 Modification of priority designation ................................................................................................. 9
12.7 Availability of funds for securities transactions .................................................................................. 10
12.7.1 General rules.................................................................................................................................. 10
12.7.2 Availability of funds in the Real-time Processing ........................................................................... 10
12.8 Participant-linked settlement instructions .......................................................................................... 10
12.8.1 General .......................................................................................................................................... 10
12.8.2 Maintenance of linked securities and instructions........................................................................... 11
12.8.3 Redemption of linked securities...................................................................................................... 12
12.8.4 Partial redemption by drawing of linked securities ......................................................................... 12
12.8.5 Merging of fungible issues of linked sets ........................................................................................ 12
12.8.6 Linked securities- availability for positioning ................................................................................. 12

Operating Procedures
January 29, 2007
Part I – General Rules Section 12 - Processing general rules

12.1 General
(a) These general rules on processing apply to all services referred to in Part II - Services of the Operating
Procedures.

(b) The processing cycle for a given Business Day consists of an Overnight Securities Settlement Process and a
Real-time Processing.

(c) Euroclear Bank offers four basic services to Participants, namely:

(i) Settlement (including internal, Bridge and external settlement, see Part II - Services - A),
(ii) Custody (Part II - Services - B),
(iii) Money transfer (Part II - Services - C),
(iv) Securities Lending and Borrowing (Part II - Services - D).

(d) Procedures for new issues distribution, ACE confirmation and matching, and reporting to the Financial
Services Authority, while described in the Operating Procedures in separate subsections in order to facilitate
understanding of the reader, are not regarded as distinct services but as expressions of the services listed in (c)
above.

(e) Euroclear Bank reserves the right to omit or add Processings to any of the Processings set out in this
Section.

(f) Without prejudice to the generality of Section 12(c) of the Terms and Conditions, if Euroclear Bank:

(i) is unable for any reason to perform all or part of any Overnight Securities Settlement Process or Real-
time Processing as scheduled; or
(ii) has by the scheduled time not received from any external sources all the data expected to be included in
any such Process.

Euroclear Bank may perform such Processing at such time and including such data as it in its sole discretion
determines, and accepts no liability for so doing. In such cases, each Participant authorises Euroclear Bank to
credit securities or funds to its accounts before having received confirmation that the receipt of securities or
funds is final in accordance with local market rules and/or practice. Participants should be aware that a
Processing may be provided to Euroclear Bank via a platform shared with other affiliated entities. In this
regard, Euroclear Bank may be unable to perform such a Processing within the meaning in (i) above if a
processing for one or more affiliated entities sharing the platform is given priority ahead of Euroclear Bank
Processing.

(g) Processing of instructions may take place only on Business Days. Euroclear Bank does not guarantee
particular timing for processing within a given Business Day.

(h) The rules set out for each Processing in this Section 12 are the rules that generally apply, but these may be
adjusted in exceptional or contingency situations, as required by such circumstances in Euroclear Bank’s sole
judgement.

(i) Instructions and operations are eligible for processing in the Overnight Securities Settlement Process and
the Real-time Processing, respectively, as set out in the applicable section of Part II - Services.

Operating Procedures 1
January 29, 2007
Part I – General Rules Section 12 – Processing general rules

12.2 Overnight Processing


(a) The processing cycle for a given Business Day (Day X) begins with the Overnight Securities Settlement
Process which generally takes place before the opening of business in Belgium on Day X, starting after the
20:30 instruction deadline on Day X-1 and ending in the morning of Day X.

(b) The Overnight Securities Settlement Process generally includes two Overnight Securities Settlement
Processings, namely the First Overnight Securities Settlement Processing and the Second Overnight Securities
Settlement Processing, but may include less than two in the exceptional circumstances set forth in Section
12.1(f) above or more than two, in the sole discretion of Euroclear Bank.

(c) Unless expressly stated otherwise in these Operating Procedures, instructions for processing in the
Overnight Securities Settlement Process may be processed, at Euroclear Bank’s discretion, either in the First or
in the Second Overnight Securities Settlement Processing.

12.2.1 First Overnight Securities Settlement Processing

12.2.1.1 Starting positions


The First Overnight Securities Settlement Processing dated Day X begins with Securities Clearance Account
and Cash Account balances available at the close of the Real-time Processing dated the previous Business Day
(Day X-1).

12.2.1.2 Instructions included


Based on Section 12.2.1.1 above, the First Overnight Securities Settlement Processing dated Day X takes into
account all operations or instructions having reached their Execution Date and other elements, including:

(i) unexecuted settlement instructions with related cash movements, as applicable, matched where required;
(ii) income and redemption payments;
(iii) other valid instructions received from Participants by the Input Deadline for such Overnight Securities
Settlement Process on Day X-1;
(iv) confirmations and settlement results received from any Depositary or Other Clearance System by the
time agreed with it for such information, provided this is not later than the start of such Processing;
(v) reversals due to refusal of securities previously delivered; and
(vi) securities and cash blocked or restricted, as set out in Section 9.

12.2.1.3 Records and reporting


(a) Balances and movements are reported as described in the Euroclear Documentation.

(b) Balances in Securities Clearance Accounts as they are reported at the end of any First Overnight Securities
Settlement Processing reflect all the securities debits and credits, regardless of whether final or provisional,
executed as a result of such First Overnight Securities Settlement Processing. For Swift reports using the ISO
15022 standard, the ‘aggregate balance’ (as defined in the SWIFT Specifications), as it is reported at the end of
any Second Overnight Securities Settlement Process, reflect all securities debits and credits (other than
provisionals) as a result of the Overnight Securities Settlement Process.

(c) The reporting of the status of unexecuted instructions is based on the available securities balances at the
time of the positioning of such instruction taking into account each instruction separately within the same level
of priority and taking into account all the unexecuted instructions with higher priority level. This reporting
therefore does not guarantee the continued availability of securities for settlement of instructions with the same
priority level.

2 Operating Procedures
November 16, 2009
Part I – General Rules Section 12 - Processing general rules

12.2.2 Second Overnight Securities Settlement Processing

12.2.2.1 Starting positions


The Second Overnight Securities Settlement Processing dated Day X begins with Securities Clearance Account and
Cash Account balances available at the close of the First Overnight Securities Settlement Processing dated Day X.

12.2.2.2 Instructions included


Based on Section 12.2.2.1 above, the Second Overnight Securities Settlement Processing dated Day X takes into
account all operations or instructions having reached their Execution Date and other elements, including:

(i) unexecuted settlement instructions with related cash movements, as applicable, matched where required;
(ii) all additional confirmations and settlement results received from any Depositary or Other Clearance System;
(iii) all confirmations and settlement results received from any Depositary or Other Clearance System and
remaining in the backlog of unexecuted instructions after the First Overnight Securities Settlement Processing
dated Day X;
(iv) securities and cash blocked or restricted as set out in Section 9.

12.2.2.3 Reporting
(a) Balances and movements are reported as described in the Euroclear Documentation.

(b) Balances in Securities Clearance Accounts as they are reported at the end of any Second Overnight Securities
Settlement Processing reflect all securities debits and credits, regardless of whether final or provisional, executed as
a result of such Second Overnight Securities Settlement Processing. For Swift reports using the ISO 15022
standard, the ‘aggregate balance’ (as defined in the SWIFT Specifications), as it is reported at the end of any
Second Overnight Securities Settlement Process, reflect all securities debits and credits (other than provisionals) as
a result of the Overnight Securities Settlement Process.

(c) The reporting of the status of unexecuted instructions is based on the available securities balances at the time of
the positioning of such instruction taking into account each instruction separately within the same level of priority
and taking into account all the unexecuted instructions with higher priority level. This reporting therefore does not
guarantee the continued availability of securities for settlement of instructions with the same priority level.

12.3 Real-time Processing


(a) The processing cycle for a given Business Day (Day X) ends with the Real-time Processing which starts after the
completion of the Overnight Securities Settlement Processing in the morning of Day X and ends in the evening of
Day X.

(b) Unless stated otherwise in these Operating Procedures, the selection of instructions and operations eligible for
processing in the Real-time Processing may occur from the start of such Real-time Processing until the Input
Deadline for such Real-time Processing.

(c) Certain operations for cash debits and credits, generated by Euroclear Bank in connection with the provision of
the four basic services described in Section 12.1 and banking services offered by Euroclear Bank in its separate
banking capacity may be processed in the Real-time Processing after the Input Deadline for such Real-time
Processing until the start of the Overnight Securities Settlement Process or at such other time during the Real-time
Processing as Euroclear Bank may decide in its sole discretion.

12.3.1 Starting positions


The Real-time Processing dated a given Business Day (Day X) begins with Securities Clearance Account balances
and Cash Account balances available at the close of the Second Overnight Securities Settlement Processing dated
Day X.

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January 29, 2007
Part I – General Rules Section 12 – Processing general rules

12.3.2 Positions during the Real-time Processing


During the Real-time Processing, for the purposes of executing an instruction or an operation, the available Securities
Clearance Account balance and/or the available Cash Account balance resulting from the previous execution of an
instruction shall be taken into account.

12.3.3 Instructions included


Based on sections 12.3.1 and 12.3.2, processing in the Real-time Processing dated Day X includes instructions and
operations having reached their execution date and other elements, including :

(i) unexecuted settlement instructions with related cash movements, as applicable, matched were required;
(ii) money transfer instructions with an Execution Date on Day X;
(iii) other valid instructions received from Participants by the Input Deadline for such Real-time Processing;
(iv) confirmations and settlement results received from any Depositary or Other Clearance System by the time
agreed with it for such information;
(v) confirmations of receipts of funds, as set out in Section 21.3.2, received from Cash Correspondents;
(vi) reversals due to refusal of securities delivered on Day X or prior to such date, and
(vii) securities and cash blocked and restricted as set out in Section 9.

12.3.3.1 Reporting
(a) Balances and movements are reported as described in the Euroclear Documentation.

(b) Balances in Accounts as they are reported at the end of any Real-time Processing, reflect the debits and credits,
regardless of whether final or provisional, executed in such Real-time Processing. For Swift reports using the ISO
15022 standard, the ‘aggregate balance’ (as defined in the SWIFT Specifications), as it is reported at the end of the
Real-time Processing, reflect all securities debits and credits (other than provisionals) as a result of such process.

(c) The reporting of the status of unexecuted instructions is based on the available securities balances at the time of
the positioning of such instruction taking into account each instruction separately within the same level of priority
and taking into account all the unexecuted instructions with higher priority level. This reporting therefore does not
guarantee the continued availability of securities for settlement of instructions with the same priority level.

12.4 Processing sequence


(a) Settlement and Custody Operations instructions are subject to a simulation in a processing sequence, (including
Participants’ priorities and options) that determines those instructions which will be executed if sufficient securities or
funds (or provision for such funds) and collateral (if using secured credit in connection with a credit agreement with
Euroclear Bank in its separate banking capacity) are not available to execute all instructions as a result of any single
Processing.

(b) The sequence of processing may differ from one part of the Overnight Securities Settlement Processing to another,
as described below, depending on the Participant’s choice of settlement options.

(c) All debits and credits of securities to Securities Clearance Accounts and related entries to Cash Accounts,
regardless of the issue and whether the instructions are part of linked sets as described in Section 12.8 or not, are
considered in the order shown below, and before taking into account other instructions which qualify for inclusion in
the relevant Processing:

(i) reversals, adjustments to items previously processed, Securities Losses, transfers from one Security Code to
another, blockings, recalls of Borrowed Securities, confirmation or refusals of deliveries and receipts to or from
the local market;
(ii) unconditional cash market claim movements;
(iii) unconditional cash movements resulting from fees, interest payments;
(iv) receipts of securities free of payment from outside the Euroclear System;
(v) redemptions partial and full, including drawings.

Operating Procedures
4 January 29, 2007
Part I – General Rules Section 12 - Processing general rules

(d) All other instructions which qualify for inclusion in the relevant Processing are then considered. The
simulation of the execution of instructions is attempted issue by issue. Instructions are considered in the
sequence:

(i) all issues in which a new issue of securities is being distributed from a New Issues Securities Clearance
Account;
(ii) all issues in which an issuance of short-and medium term instruments is taking place;
(iii) all issues subject to a Custody Operation resulting in a Custody Cash Distribution based on the
positions at the end of that settlement day (i.e., redemption date – 1 or record date);
(iv) all other issues in random order; and
(vi) technical netting movements (as described in Section 13.2.6.3).

(e) Within each issue, instructions are considered in the following sequence:

(i) those resulting in credits of securities against payment in respect of the distribution of new issues
assigned a level 1 priority first and then assigned a level 2 priority;
(ii) those resulting in credits in respect of external or Bridge receipts of securities against payment;
(iii) Custody Operation instructions for voluntary Corporate Events;
(iv) internal, Bridge and external deliveries taking into account the priority designation allocated, the
settlement date and the quantity of securities, as set forth in 12.6 below (against payment Bridge receipts
will be sequenced in the Real-time Processing after the security deliveries designated as Top Priority and
Priority but before security deliveries designated with Lowest Priority, i.e., with the same priority as
instructions designated with Regular Priority);
(v) all other instructions; and
(vi) Opportunity Borrowing requests, as described in Section 22.5;

12.4.1 Processing for positioning


(a) Valid instructions that are eligible for processing and matched as required, will be selected for immediate
processing.

(b) For each Cash Account, instructions shall be sequenced in accordance with Section 12.5.

(c) For each Securities Clearance Account, instructions shall be sequenced in accordance with the options and
priorities applicable to the instruction in accordance with Section 12.6.

(d) Participants are offered options as to priorities and other processing variables as described below, and may
register a Securities Clearance Account for linking instructions as described in Section 12.8. Section 12.8 also
sets out priority rules applicable to linked sets of instructions.

12.4.2 Processing of local market confirmations


(a) Confirmations of settlement results, received from a Depositary or Other Clearance System before the start
of or during any Real-time Processing, will be processed as soon as possible after the receipt with a resulting
debit or credit.

(b) Confirmations of receipt of funds, received from a Cash Correspondent, will be processed in accordance
with Section 21.3.2.

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12.4.3 Recycling of instructions


The positioning of an instruction which remains in the backlog of unexecuted instructions will be reattempted
within a given Real-time Processing for which it is eligible whenever a credit in the related Securities
Clearance Account or, if applicable, Cash Account has been made which may affect the ability of the
instruction to meet the applicable Positioning Conditions, provided the instruction is eligible for processing at
such time. Depending on the type of instruction, the recycling period (referred to as a “settlement window”) for
a given instruction may be shorter than the full Real-time Processing.

12.5 Positioning sequence of against payment external receipts and


money transfer instructions
(a) Subject to having been authenticated, validated, and where necessary matched, unexecuted instructions
from a Participant to receive securities into its Securities Clearance Account by external settlement, and for
money transfer which have been selected for positioning will be sequenced in accordance with the following
rules:

(i) in chronological order of applicable positioning deadlines;


(ii) unexecuted external receipt instructions before any money transfer instructions;
(iii) if there are several unexecuted instructions to receive securities against payment, in chronological
order of the settlement date indicated;
(iv) in descending order of the amount of cash indicated in the instruction.

(b) In case of equal priority of unexecuted instructions after the application of (a)(i), (ii), (iii) and (iv) above,
such instructions are sequenced in random order.

12.6 Positioning sequence of securities deliveries


(a) Subject to having been authenticated, validated, and where necessary, matched, instructions from a
Participant to deliver securities from its Securities Clearance Account, whether by an internal, Bridge or
external settlement will be considered in the order described below, taking into account:

(i) priority designations allocated by the Participant;


(ii) the settlement date of the instruction; and
(iii) the quantities of securities of individual delivery instructions.

(b) A Participant may designate an individual instruction to deliver securities to be either “Lowest Priority”,
“Priority” or “Top Priority”. Any internal, Bridge or external delivery instruction received by Euroclear Bank
without such a designation will be classified as “Regular''.

(c) The designation “Lowest Priority” is applicable only to instructions to deliver securities from a Securities
Clearance Account which is registered for Automatic Borrowing in the Securities Lending and Borrowing
Program.

(d) A Participant may, by tested telex to Euroclear Bank, indicate which option is to be used for processing
delivery instructions in respect of a Securities Clearance Account. In the absence of such indication,
instructions will be processed under option N described below. A change of option will be effective in the
Overnight Securities Settlement Process dated the Business Day succeeding that upon which the tested telex is
received by Euroclear Bank by 10:00.

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12.6.1 Priority rules


(a) Settlement of instructions from a Participant to deliver securities from its Securities Clearance Account are
simulated or sequenced, as applicable, in the order of priorities designated in such instructions:

(i) Top Priority,


(ii) Priority,
(iii) Regular,
(iv) Lowest Priority.

(b) Custody Operation instructions which require a debit of securities are processed before instructions
designated with Top Priority. Participants should be aware that the priority rules set forth in this Section 12.6.1
may not apply to Custody Operation instructions for certain voluntary Corporate Events.

(c) Subject to Section 20.7.2.2, Custody Operations which require a blocking of securities are submitted in the
Real-Time Processing.

(d) The specifications of the automatic priority setting service are set forth in the relevant documentation
issued by Euroclear Bank.

(e) If at any time under options N or Y, there are several outstanding unexecuted instructions to deliver
securities of the same issue with equal priority, settlement date and quantity of securities, or if at any time
under option D, there are several outstanding unexecuted instructions to deliver securities of the same issue
with equal priority and quantity of securities (and taking no account of settlement date), the simulation or the
sequencing, as applicable, of such instructions will generally be in the order:

(i) against payment delivery instructions,


(ii) free of payment delivery instructions.

Except as stated in this Section 12, the order in which instructions are executed in the Real-time Processing
and the execution of instructions is simulated during each Overnight Securities Settlement Processing is
random.

(f) Within the same issue of securities.

(i) in the Overnight Securities Settlement Process, an unexecuted instruction with a higher priority, blocks
the availability of securities for the execution of other delivery instructions with a lower priority, up to the
quantity of securities needed for the execution of the instruction with the higher priority. Securities of the
issue are accumulated in the Securities Clearance Account to permit the processing of such higher priority
delivery or Custody Operation instructions in such securities before any lower priority instruction to deliver.
Any securities reserved in the Overnight Securities Settlement Process for priorities other than Top Priority
will be unblocked in the Real-time Processing and become available for other instructions and operations.
Any security reserved in the Real time Processing for a Top Priority instruction will only be de-blocked
once the instruction is executed, lapses or is cancelled or the priority is changed to a lower priority by the
Participant. Any security reserved in the Real time Processing for a Priority, Regular or Lowest Priority
instruction will be de-blocked once the applicable recycling period (settlement window) for such instruction
type is closed or the instruction is executed, lapses or is cancelled.

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(ii) in the Real-time Processing, (A) unexecuted Custody Operation instruction blocks the availability of
securities for the execution of Top Priority or lower priorities, up to the quantity of securities needed for the
execution of the Custody Operation instructions, and (B) an unexecuted Top Priority instruction blocks the
availability of securities for the execution of other delivery instructions with a lower priority, up to the
quantity of securities needed for the execution of the instruction with Top Priority. Securities of the issue
are accumulated in the Securities Clearance Account to permit the processing of such higher priority
delivery or Custody Operation instruction in such securities before any lower priority instruction to deliver.
Provided the Top Priority or Custody Operation instruction has not been executed, a reservation of
securities will be made in subsequent Overnight Securities Settlement Processes until the instruction is
executed, lapses or is cancelled.

Any securities standing to the credit of the Securities Clearance Account in excess of the quantity reserved in
accordance with (a) remain available for the settlement of lower priority instructions.

12.6.2 Settlement date


Options N, Y and D are available to determine the order in which instructions relating to a given Securities
Clearance Account are to be processed.

12.6.2.1 Default standard procedure (option N)


(a) If there are several outstanding unexecuted instructions to deliver securities of the same issue with equal
priority, the execution of such instructions will be simulated or sequenced, as applicable, in chronological
order of the settlement dates indicated.

(b) An unexecuted instruction with an earlier settlement date blocks the availability of securities in the same
issue of securities for a delivery instruction with a later settlement date, up to the quantity of securities needed
for the execution of the instruction with an earlier settlement date. Securities of the issue are accumulated in
the Securities Clearance Account to permit the processing of such earlier date delivery instruction before any
delivery instruction with a later settlement date. Provided the instruction with the earlier settlement date has
not been executed, a reservation of securities will be made until the instruction is executed, lapses or is
cancelled.

(c) Any securities standing to the credit of the Securities Clearance Account in excess of the amount reserved
for the execution of instructions with earlier settlement dates remain available for the execution of instructions
with later settlement dates.

12.6.2.2 Modified standard “optimisation” procedure (option Y)


(a) This option allows the Participant to optimise usage of available securities by overriding the usual
settlement date precedence after the greatest possible number of instructions have been processed taking into
account such precedence.

(b) If there are several outstanding unexecuted instructions to deliver securities of the same issue with equal
priority, the execution of such instructions will be simulated in chronological order of the settlement dates
indicated.

(c) During the first part of processing, processing is simulated following the default standard procedure (option
N) described in Section 12.6 above.

(d) If after the first part of processing the simulation determines that an instruction with an earlier settlement
date cannot be executed, such failure will not block the availability of securities for the processing of an
instruction with a later settlement date; thus any available securities are used to simulate the execution of the
instruction with the earliest settlement date for which there are sufficient securities available and there is no
accumulation of securities.

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12.6.2.3 Exceptional procedure - daily “purge” (option D)


At the Participant's option, indicated through a standing instruction, the standard order of selection for
simulation or sequence, as applicable, (priority, settlement date and quantity of securities) is changed by
omitting the settlement date, with the result that processing is based on priority and quantity of securities only
and that securities are not reserved for the execution of a delivery instruction with an earlier settlement date.

12.6.3 Quantity of securities


(a) If at any time under options N or Y, there are several outstanding unexecuted instructions to deliver
securities of the same issue with equal priority and settlement date, they will be simulated or sequenced, as
applicable, in descending order of quantity of securities.

(b) If at any time under option D, there are several outstanding unexecuted instructions to deliver securities of
the same issue with equal priority (and taking no account of settlement date), such instructions will be
sequenced in descending order of quantity of securities.

(c) First part of processing of the Overnight Securities Settlement Process:

(i) an unexecuted instruction with a larger quantity of securities blocks the availability of securities for the
execution of other delivery instructions with a smaller quantity of securities. Securities of the issue are
accumulated in the Securities Clearance Account to permit the processing of such delivery instruction with
a larger quantity of securities in such securities before any delivery instruction with a smaller quantity of
securities;
(ii) any securities standing to the credit of the Securities Clearance Account in excess of the amount
reserved for the settlement of instructions with larger quantities of securities remain available for the
execution of instructions with smaller quantities of securities.

(d) Second part of processing of the Overnight Securities Settlement Process:

If after the first part of processing the simulation determines that an instruction with a larger quantity of
securities cannot be executed, such failure will not block the availability of securities for the processing of an
instruction with a smaller quantity of securities; thus any available securities are used to simulate the execution
of the instruction with the largest quantity of securities for which there are sufficient securities available and
there is no accumulation of securities.

12.6.4 Modification of priority designation


(a) A Participant using Euclid may change the priority designation of an instruction through Euclid (function
M). A Participant using telex, mail or SWIFT may change the priority designation of an instruction only by
cancellation of the original unexecuted instruction and its replacement by a new instruction, as described in
Section 6.7.

(b) The priority of securities transaction instructions to deliver securities which have not yet been successfully
positioned may be modified in accordance with the Euroclear Documentation.

(c) It is not possible to designate priorities in respect of FundSettle Instructions

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12.7 Availability of funds for securities transactions

12.7.1 General rules


(a) The determination of the starting positions for a given Processing may include any credit that Euroclear
Bank in its sole discretion may make available in its separate banking capacity.

(b) The availability of funds received at Cash Correspondents may be affected by holidays:

(i) in Belgium;
(ii) where Cash Correspondents are located; and
(iii) as stipulated in the governing documentation of the issue.

12.7.2 Availability of funds in the Real-time Processing


Incoming funds, not associated with securities transactions, whether preadvised or not, can be available for the
execution of instructions or operations in a Real-time Processing if:

(i) the credit confirmation from the Cash Correspondent is received by Euroclear Bank and the funds have
been credited to the Cash Account before the time of positioning of the instructions or operations; and
(ii) the funds are available, in accordance with the rules in Section 9.

12.8 Participant-linked settlement instructions

12.8.1 General
(a) A Participant may link specific receipt and delivery instructions for the same security and the same
Securities Clearance Account during the Overnight Securities Settlement Processing and during the Real-time
Processing, provided that it has registered with Euroclear Bank for linking instructions where securities from
linked receipts may be reserved and used for linked deliveries and linked deliveries are executed only upon
execution of linked receipts. The link is maintained until all linked deliveries are settled, or until the relevant
instructions are cancelled;

(b) For an instruction to qualify as a linked instruction, it must:

(i) be for a Securities Clearance Account registered for the linking service mentioned in (a) above;
(ii) be for the same issue of securities; and
(iii) bear the same linking reference (as described in the Euroclear Documentation). Two or more linked
instructions under a particular linking reference constitute a “linked set”.

(c) To the extent that Euroclear Bank has in its backlog of unexecuted instructions:

(i) one or more qualifying settlement instructions to receive securities which have not yet been credited; and
(ii) one or more qualifying settlement instructions to deliver securities which have not yet been debited,

with effect from the Execution Date of one of the instructions, such instructions shall be linked instructions.

(d) Settlement instructions with the same linking reference are linked if at least one receipt and one delivery
instruction for the same security are validated in the Euroclear System, and at least one of the instructions is
selected for processing.

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12.8.2 Maintenance of linked securities and instructions


(a) Any unexecuted linked receipt instruction and any securities standing to the credit of a Securities Clearance
Account that are part of a linked set, continue to be linked as long as the linked delivery instruction has not
been executed and the linked securities not yet been debited pursuant to the linked delivery instruction, unless
the relevant linked instruction is cancelled.

(b) The quantity of linked securities available in a particular linked set is the sum of the quantities of securities
in:

(i) executed linked receipt instruction, plus any refused linked delivery instructions, regardless of whether
all the securities originally debited were linked or not, plus any executed receipt instructions that are not
linked, to the extent that the securities are credited in replacement of linked securities previously debited in
respect of the recall by a Lender of a Loan;
(ii) less the sum of the quantity of securities in executed linked delivery instructions; and Requested
Recalls, as described in Section 22.

(c) Any linked securities debited to a Participant’s Securities Clearance Account in response to a Requested
Recall, as described in Section 22, shall be deemed to continue to be linked securities for the purpose of the
continued existence of a linked set, until the credit to the Securities Clearance Account of replacement
securities. Such debited securities are not available for the execution of linked delivery instructions.

(d) Any valid qualifying instruction to receive or to deliver securities received by Euroclear Bank from the
Participant bearing the same linking reference as such linked instruction to deliver shall also be a linked
instruction in the same linked set.

(e) If at the time either:

(i) securities are debited to the Securities Clearance Account as a result of an Overnight Securities
Settlement Processing or in the Real-time Processing in execution of an instruction to deliver securities; or
(ii) at the beginning of the First Overnight Securities Settlement Processing or in the Real-time Processing
after the execution or cancellation of an instruction to deliver securities;

there remains no other instruction to deliver securities for which securities have not been debited to the
Securities Clearance Account, then at the same time any linked instruction to receive that remains in the
backlog of unexecuted instructions shall cease to be processed as (either no link or link has fallen) a linked
instruction, and any linked securities shall cease to be linked securities.

(f) In addition, no qualifying instruction received after the time specified in (e) above shall be part of the linked
set which included such previously linked instruction, even if bearing the same linking reference. Such
instructions may, however, form part of a new linked set.

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(g) For instructions to be and remain linked in accordance with the above, at least one valid, linked receipt
instruction and one valid, linked delivery instruction, both with the same linking reference, must be present in
the Euroclear System. Therefore, in order to maintain a linkage:

(i) at the moment when securities, which are received in execution of a linked receipt instruction, are
credited to the Securities Clearance Account, there must be a valid delivery instruction with the same
linking reference which has not yet been successfully positioned or cancelled, and
(ii) at the moment when a linked delivery instruction is positioned, there must be a valid receipt instruction
with the same linking reference which is awaiting execution and has not been cancelled or which has
already been executed with a resulting credit of securities to the Securities Clearance Account.

12.8.3 Redemption of linked securities


At the time of the processing in the Euroclear System of a redemption in full of an issue of securities for which
any Securities Clearance Account has linked instructions or linked securities, or of any other event as a result
of which such issue no longer exists, such linked instructions cease to be linked instructions, and such linked
securities cease to be linked securities.

12.8.4 Partial redemption by drawing of linked securities


(a) If at the time of the processing in the Euroclear System of a partial redemption by drawing (as described in
Section 20) of an issue of securities for which any Securities Clearance Account has linked securities, such
securities shall cease to be linked securities.

(b) However, if for such issue there remain in the backlog of unexecuted instructions any linked instructions,
any such instructions which continue to satisfy the conditions set forth above remain linked instructions.

12.8.5 Merging of fungible issues of linked sets


If at any time an issue of securities (“new securities”) in which there are any linked sets becomes fungible with
another issue of securities (“old securities”) and is merged in the Euroclear System with such old securities,
then:

(i) any instructions for new securities which have a linking reference are cancelled and replaced by similar
instructions for old securities with the same linking reference; and
(ii) any linked new securities are debited and the same quantity of old securities credited, thus replacing the
linked set for the new securities with a similar linked set for the old.

12.8.6 Linked securities- availability for positioning


(a) If a Securities Clearance Account is registered for the linking service, described in Section 12.8.1 above,
linked securities and linked sets will be considered for the purpose of positioning separately from any other
securities and instructions.

(b) To debit securities in respect of a delivery instruction that is not a linked instruction there must be sufficient
securities that are not linked securities available.

(c) To debit securities in respect of a linked delivery instruction at any time there must be sufficient linked
securities under the same linking reference available, except that if there are insufficient linked securities
available at the time of positioning such linked delivery instruction, and no linked instruction to receive in the
backlog of unexecuted instructions, such linked delivery instruction is executed if sufficient securities that are
not linked are available to cover the difference between the quantity of securities of such instruction and the
quantity of linked securities available.

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(d) All delivery instructions in respect of Custody Operation instructions are deemed to be not linked and,
therefore, are processed as such. However, if Euroclear Bank takes any action in respect of a Corporate Event:

(i) for all securities for which, having informed the relevant Participant by means of a DACE notice that its
instruction is required for action to be taken, it has not received timely Custody Operation instructions; or
(ii) for all securities for which no holder action is required,

such action is taken in respect to all securities whether linked or not.

(e) If the quantity of securities blocked is not less than the quantity of securities that are not linked, a linked
delivery instruction can be executed to the extent that:

(i) the total quantity of securities standing to the credit of the Securities Clearance Account (including both
linked securities and those that are not linked) is more than the amount blocked and such excess is
sufficient to allow the execution of the instruction;
(ii) there are under the same linking reference sufficient linked securities.

(f) If the quantity of securities blocked is not less than the quantity of securities that are not linked, a delivery
instruction that is not linked cannot be executed.

(g) If the quantity of securities blocked is less than the quantity of securities that are not linked:

(i) a linked delivery instruction can be executed to the extent that there are sufficient linked securities under
the same linking reference, except that if there are insufficient linked securities available at the time of
positioning such linked delivery instruction and no linked instruction to receive in the backlog of
unexecuted instructions, such linked delivery instruction is executed if the quantity of securities that are not
linked exceeds the quantity of securities that are blocked by sufficient quantity of securities to cover the
difference between the quantity of securities of such instruction and the quantity of linked securities
available;
(ii) a delivery instruction that is not linked can be executed to the extent that the quantity of securities that
are not linked exceeds the quantity of securities that are blocked and such excess is sufficient to allow the
execution of the instruction.

(h) In all cases, i.e. whether the quantity of securities blocked is less than equal to or greater than the quantity
of securities which are not linked, then the execution of such instruction is subject to the satisfaction of any
relevant Settlement Conditions, and if there are insufficient securities to allow the execution of all relevant
instructions, the determination of which are executed is as set forth in Section 12.6.

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14 Operating Procedures
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Part II- Services

Part II - Services

A. Securities Clearance and Settlement

B. Custody

C. Money Transfer

D. Securities Lending and Borrowing

Operating Procedures
January 1, 2001
Part II - Services - A -Securities Clearance and Settlement

Part II - A - Securities Clearance and Settlement

Table of contents

13. Internal settlement


14. Bridge settlement
15. External settlement
16. New issues distribution
17. ACE confirmation and matching
18. FSA reporting and London Stock Exchange reporting

Operating Procedures
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Part II - Services - A -Securities Clearance and Settlement Section 13 - Internal settlement

13. Internal settlement

Table of contents

13.1 General rules .......................................................................................................................................... 1


13.2 Settlement Conditions............................................................................................................................. 1
13.2.1 Input of instructions ......................................................................................................................... 1
13.2.2 Deadlines......................................................................................................................................... 1
13.2.3 Validation ........................................................................................................................................ 1
13.2.4 Matching ......................................................................................................................................... 1
13.2.4.1 Matching fields........................................................................................................................ 2
13.2.4.2 Matching rules and tolerances ................................................................................................. 2
13.2.4.3 Completion of the matching process ........................................................................................ 3
13.2.5 Selection for Processing ................................................................................................................... 3
13.2.6 Positioning....................................................................................................................................... 3
13.2.6.1 Positioning Conditions............................................................................................................. 3
13.2.6.2 Special application of Positioning Conditions .......................................................................... 4
13.2.6.3 System-Linked instructions (technical netting)......................................................................... 4
13.2.6.3.1 Linked Reimbursements .................................................................................................. 4
13.3 Successful positioning - execution........................................................................................................... 5
13.4 Unsuccessful positioning ......................................................................................................................... 5
13.5 Cancellation of instructions.................................................................................................................... 5
13.5.1 Cancellation by Euroclear Bank ....................................................................................................... 5
13.5.2 Cancellation by Participant .............................................................................................................. 5
13.6 Generation of records............................................................................................................................. 6
13.6.1 Receipts and deliveries in respect of newly issued securities ............................................................. 6
13.7 Settlement ............................................................................................................................................... 6
13.8 Finality.................................................................................................................................................... 6

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Part II - Services - A -Securities Clearance and Settlement Section 13 - Internal settlement

13.1 General rules


(a) Internal settlement of a securities transaction takes place by simultaneous book entries in the form of debit
from one Securities Clearance Account and credit to another Securities Clearance Account and, if against
payment, debit from one Cash Account and credit to another Cash Account.
(b) Instructions for internal settlement are internal instructions. Euroclear Bank accepts internal instructions
only in respect of eligible securities (see Section 4).
(c) Internal settlement transactions can be settled in the Euroclear System either against payment in any of the
Settlement Currencies or free of payment.
(d) Internal settlement transactions are settled in the Euroclear System on each Business Day regardless of
holidays in the relevant local market. Participants may whish to take local market holidays into account with
respect to their choice of settlement currency or settlement date.

13.2 Settlement Conditions

13.2.1 Input of instructions


Euroclear Bank processes only valid internal instructions received from the Participant in accordance with
Section 6 and in accordance with the Settlement Conditions set out in this Section.

13.2.2 Deadlines
(a) Internal instructions must be received by Euroclear Bank by:
(i) the Input Deadline, one Business Day before the intended settlement date (i.e. S-1) in order to be
included in the Overnight Securities Settlement Process dated S; and
(ii) the Input Deadline on the intended settlement date (i.e. S) in order to be included in the Real-time
Processing dated S.
(b) Any internal instruction received after the applicable deadline shall be regarded as having been received for
processing in the next Processing for which it is eligible.

13.2.3 Validation
(a) After authentication of input, internal instructions must be validated before being selected for submission to
a Processing. The validation general rules are as described in Section 6.
(b) If validation is successful, the internal instruction is submitted to further processing.
(c) If validation is unsuccessful, the internal instruction is not accepted for further processing and is cancelled
by Euroclear Bank. The Participant is notified thereof.
(d) Participants may cancel a successfully validated internal instruction as set out in Section 6.6.

13.2.4 Matching
(a) An internal receipt instruction must match with an internal delivery instruction, and an internal delivery
instruction must match with an internal receipt instruction (except for Free of Payment Delivery Without
Matching instructions which do not require matching). The Participant assumes the risk of transferring or
delivering securities to a counterparty without matching. Euroclear Bank does not accept any liability for any
direct or indirect consequences of the use of Free of Payment Delivery Without Matching instructions by
Participants).

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(b) The process of matching an internal instruction consists of comparing the matching fields included in an
instruction from a Participant with the matching fields in another instruction from a Participant.

(c) If matching fields are identical, or if any difference is within the tolerances specified below, the instruction
is matched. If a matching field is missing or is present in both instructions but there is a difference which is
greater than any applicable specified tolerance, the instruction is unmatched.

(d) Information derived from the matching process is included in the reports of unexecuted instructions, as
described in the Euroclear Documentation. The reporting of the matched or unmatched status of an unexecuted
instruction reflects a situation which exists at a particular moment and does not indicate that any other
Settlement Conditions in respect thereof are fulfilled or will be fulfilled at any subsequent time.

13.2.4.1 Matching fields


The following fields of an internal instruction must match:

(a) Settlement data:

(i) Securities Clearance Account numbers of both Participants,


(ii) Quantity of securities,
(iii) Security Code,
(iv) Cash countervalue, currency and amount,
(v) Settlement date.

(b) Basic trade data:

(i) Trade date (if present in both instructions),


(ii) Trade price (if present in both instructions).

13.2.4.2 Matching rules and tolerances


Matching of internal instructions is subject to the following rules and tolerances:

(a) The quantities of securities in the two instructions must be identical. Partial amounts will not be aggregated
for the purposes of matching.

(b) Cash countervalues must be identical, except that if there is a discrepancy between the cash countervalues
of internal instructions not greater than USD 25.00 or the equivalent in other Settlement Currencies, as
determined by Euroclear Bank in its sole discretion, the instructions will be deemed to match. The
countervalue indicated by the seller will be used for execution. In the event that several instructions match
except for discrepancies in the cash countervalues, the instruction with the smallest discrepancy at the time of
matching is considered as matched.

(c) Optional fields other than trade date and trade price, as described in Euroclear Documentation, if present,
will be compared and reported if the values are different, but any difference between the two values will not
cause the instructions to be considered as unmatched.

(d) Trade data and trade price must match if present in both instructions.

(e) Trade price must match up to and including the fifth digit of decimals. If there is a discrepancy only
between the sixth digit of decimals of the two trade price amounts, the instructions will be deemed to match,
disregarding the sixth digit.

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Part II - Services - A -Securities Clearance and Settlement Section 13 - Internal settlement

13.2.4.3 Completion of the matching process


(a) Matched internal instructions (including Free of Payment Delivery Without Matching instructions) are put
into the backlog of unexecuted instructions until selected for submission to the appropriate Processing.

(b) Internal instructions which are considered ‘unmatched’ are put into the backlog of unexecuted instructions
and recycled until matched or cancelled.

13.2.5 Selection for Processing


(a) A valid internal instruction which has been matched as necessary may be selected for submission to a
Processing only if the settlement date in the instruction has been reached.

(b) All internal instructions are eligible for submission to an Overnight Securities Settlement Processing.

(c) Internal instructions to receive or deliver securities which have been selected for submission to a processing
before 13:30 are always eligible for submission to the Real-time Processing even though they do not contain a
Daylight Indicator. After the Securities Lending and Borrowing process, only internal instructions with a
Daylight Indicator are eligible for submission to the Real-time Processing, provided that where matching is
required both the instruction to deliver securities and the instruction to receive securities must include such
Daylight Indicator in order for such instructions to be selected for submission to the Real-time Processing.

(d) If the settlement date in the instruction is not a Business Day, the instruction is selected for submission to
the first eligible Processing dated the next Business Day.

13.2.6 Positioning
Once an internal instruction has been selected for submission to a Processing, instructions are sequenced in
accordance with the rules set forth in Section 12, taking into account the Participant’s priorities and options.
Upon such sequencing, the internal instruction will be positioned in accordance with the rules in this
Section 13.2.6.

13.2.6.1 Positioning Conditions


Positioning involves determining whether the following Positioning Conditions have been met in order to
allow an internal instruction to be executed.

(a) Securities positioning:

For an internal delivery instruction, the Participant to be debited with securities must have sufficient available
securities of the issue standing to the credit of its Securities Clearance Account to meet the instruction. For the
rules on availability of securities, see Section 9.

(b) Cash positioning:

A Participant to be debited with cash must have in the appropriate subdivision of its Cash Account sufficient
available funds of the Settlement Currency, or sufficient provision for such funds, to meet the instruction. For
the rules on availability of funds, see Section 9.

(c) Collateral positioning:

Participant to be debited with cash or securities and using secured credit made available to it by Euroclear
Bank in its separate banking capacity must have sufficient collateral, as determined by Euroclear Bank in its
separate banking capacity, to meet the instruction.

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Part II - Services - A -Securities Clearance and Settlement Section 13 - Internal settlement

13.2.6.2 Special application of Positioning Conditions


In ascertaining whether instructions meet the Positioning Conditions, Euroclear Bank determines whether the
instructions may be considered as System-Linked instructions or Linked Reimbursements, as set out below. For
such instructions, the two instructions are positioned together: proceeds from the delivery are taken into
consideration to determine whether or not they provide sufficient cash to permit the settlement of the linked
receipt instruction. If proceeds are sufficient to position the receipt, the resulting securities can be used for the
onward delivery and both transactions settle.

13.2.6.3 System-Linked instructions (technical netting)


(a) If a Participant inputs two instructions as set out in (b) below in respect of the same Securities Clearance
Account (“Pivotal Securities Clearance Account”) for securities identified by the same Security Code, then
such instructions will be considered as “System-Linked Instructions” for the purposes of cash and securities
positioning.

(b) The instructions which may be considered as System-Linked instructions are the following:

(i) Bridge against payment receipt instruction, and


(ii) internal delivery and receipt instruction.

(c) The amount of securities indicated in the receipt and delivery instructions need not to be the same.

(d) In order for the receipt and delivery instructions to be successfully positioned, the Participant which inputs
the System-Linked instructions must have:

(i) sufficient available securities standing to the credit of its Pivotal Securities Clearance Account to meet
the delivery instruction (including the securities to be credited as a result of the execution of the receipt
instruction which forms part of the System-Linked instruction);
(ii) sufficient funds or provision for such funds of the Settlement Currency in the appropriate subdivision of
the Cash Account related to the Pivotal Securities Clearance Account to meet the receipt instruction
(including the cash to be credited as a result of the execution of the original delivery instruction).

(e) This module performs a technical netting of cash movements related to one or more purchase failed for lack
of cash or credit (for internal clearances or Bridge receipts) with one or more onward sale failed for lack of
securities to another Euroclear Participant account (i.e. an internal clearance). Participants can request a
blocking by Euroclear Bank if there are specific securities that they would prefer are not subject to the
technical netting procedure.

13.2.6.3.1 Linked Reimbursements


(a) If a Participant has an Outstanding Borrowing (other than a Borrowing subject to a Requested Recall) for a
Securities Clearance Account that is being credited with securities of the same Security Code against payment
as a result of the same Overnight Securities Settlement Processing in which the reimbursement becomes
possible, then positioning may be considered jointly and simultaneously, in the Overnight Securities Settlement
Process, for the receipt instruction (internal, Bridge or external) and the reimbursement of the Borrowing
(“Linked Reimbursement”), as set out below.

(b) The amount of securities indicated in the Linked Reimbursement and receipt instruction need not be the
same.

4 Operating Procedures
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Part II - Services - A -Securities Clearance and Settlement Section 13 - Internal settlement

(c) In order for a Linked Reimbursement to be successfully positioned and in order to reimburse any part of the
Borrowing, there must be sufficient securities of the issue to be credited in respect of the receipt instruction
available in the Securities Clearance Account; or, subject to timely notification to Euroclear Bank that
securities have been received in the Euroclear System as described in Section 15.2 and in order to make the
payment against the receipt of securities, there must be sufficient available funds or provision of funds of the
Settlement Currency in the appropriate subdivision of the relevant Cash Account, taking into account the
reduction in credit usage resulting from the reimbursement of the Borrowing.

13.3 Successful positioning - execution


If positioning is successful:

(i) an internal instruction which is eligible for Overnight Securities Settlement Processing is executed as a
result of the Overnight Securities Settlement Processing in which the instruction satisfies the Settlement
Conditions; and
(ii) an internal instruction which is eligible for Real-time Processing is executed in the Real-time
Processing in which the instruction satisfies the Settlement Conditions.

13.4 Unsuccessful positioning


(a) If positioning is unsuccessful, no records are generated and the internal instruction is not executed but
remains in the backlog of unexecuted instructions.

(b) All instructions that remain in the backlog of unexecuted instructions continue to be entered in subsequent
Processings for which they are eligible until executed or cancelled in accordance with Section 6.6 and
Section13.5 below.

13.5 Cancellation of instructions

13.5.1 Cancellation by Euroclear Bank


(a) In addition to the general rule of cancellation in Section 6.6.1, except for some securities, at the end of each
Business Day, Euroclear Bank will cancel unmatched internal and Bridge instructions when the later of (i) the
input date of the instruction and (ii) the expected settlement date for such instruction, is more than 30 calendar
days prior to such Business Day.

(b) In addition, if a Participant requests the closing of his Securities Clearance Account and related Cash
Account, Euroclear Bank will request the Participant to send all instructions necessary to allow the transfer, to
an account either inside or outside the Euroclear System, of all securities or cash standing to the credit of the
Participant' Securities Clearance Account or Cash Account. If there remain no securities or cash standing to
the credit of the Participant’s Securities Clearance Account or Cash Account, Euroclear Bank will cancel all
pending internal instructions, either from the Participant or from a counterparty which used in such
instructions the number of the Participant’s Securities Clearance Account which is being closed.

13.5.2 Cancellation by Participant


A Participant can cancel an internal instruction in accordance with the rules in Section 6.6.2.

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Part II - Services - A -Securities Clearance and Settlement Section 13 - Internal settlement

13.6 Generation of records


(a) As a result of the Processing in which an internal instruction is successfully executed, the following records
are generated:

(i) for receipt of securities, a credit to the Securities Clearance Account and, if against payment, a debit to
the related Cash Account, value the date of the relevant Processing (other than as set out in 13.6.1. below);
and
(ii) for delivery of securities, a debit to the Securities Clearance Account and, if against payment, a credit to
the related Cash Account, value the date of the relevant Processing (other than as set out in 13.6.1 below).

(b) Section 8 sets forth the circumstances in which credits and debits may be reversed by Euroclear Bank.

(c) For purposes of this Section 13, “records” refers to the records of Euroclear Bank located in Belgium.
Participants should be aware that on a temporary basis and under exceptional circumstances, Euroclear Bank
in its sole discretion may rely on records located outside Belgium. In such circumstances where Euroclear
Bank would decide to rely on such records, such records are deemed to be located in Belgium for the purpose
of this Section 13.

13.6.1 Receipts and deliveries in respect of newly issued securities


In accordance with the procedures set forth in Section 16.5, as a result of the Processing in which a Newly
Issued Security first becomes available for settlement through the Euroclear System, and in which an internal
or Bridge instruction with an intended settlement date equal to the issuance date is successfully executed, the
same records as set out in Section 13.6(a) above may be generated with value the issuance date if Euroclear
Bank and Clearstream have decided to apply Back Value.

13.7 Settlement
Settlement of an internal transaction occurs:

(i) for the Overnight Securities Settlement Process, upon completion of the Overnight Securities Settlement
Processing as a result of which the instruction is successfully executed;
(ii) for the Real-time Processing, at the moment of successful execution and the simultaneous generation of
records.

13.8 Finality
The settlement of an internal transaction is final upon execution and generation of records. Therefore, the
simultaneous transfer of securities and transfer of cash (if against payment) are final at such time.

6 Operating Procedures
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Part II - Services - A - Securities clearance and settlement Section 14 - Bridge settlement

14. Bridge settlement

Table of contents

14.1 General rules ..........................................................................................................................................1


14.1.1 Bridge Agreement............................................................................................................................1
14.1.2 Risk Management Procedures ..........................................................................................................1
14.2 Settlement Conditions ............................................................................................................................2
14.2.1 Input of instructions.........................................................................................................................2
14.2.2 Deadlines.........................................................................................................................................2
14.2.3 Validation........................................................................................................................................3
14.2.4 Matching .........................................................................................................................................3
14.2.4.1 Matching fields .......................................................................................................................4
14.2.4.2 Matching rules and tolerances .................................................................................................4
14.2.4.3 Completion of the matching process ........................................................................................4
14.2.5 Selection for Processing ...................................................................................................................5
14.2.5.1 Receipts...................................................................................................................................5
14.2.5.2 Deliveries ................................................................................................................................5
14.2.6 Positioning.......................................................................................................................................5
14.2.6.1 Positioning conditions .............................................................................................................6
14.2.6.2 Special application of positioning rules in the Overnight Securities Settlement Process ...........6
14.3 Successful positioning - execution ..........................................................................................................7
14.4 Unsuccessful positioning.........................................................................................................................7
14.5 Cancellation of instructions....................................................................................................................7
14.5.1 Cancellation by Euroclear Bank .......................................................................................................7
14.5.2 Cancellation by Participant ..............................................................................................................8
14.6 Refusal of deliveries by Clearstream .....................................................................................................8
14.7 Debits and Credits; generation of records.............................................................................................8
14.7.1 Receipts ...........................................................................................................................................8
14.7.2 Deliveries ........................................................................................................................................9
14.7.2.1 Overnight Securities Settlement Process ..................................................................................9
14.7.2.2 Real-time Processing ...............................................................................................................9
14.7.3 Receipts and deliveries in respect of newly issued securities ...........................................................10
14.8 Settlement .............................................................................................................................................10
14.8.1 Receipts .........................................................................................................................................10
14.8.2 Deliveries ......................................................................................................................................10
14.9 Overnight Securities Settlement Process Finality ...............................................................................10
14.9.1 Receipts .........................................................................................................................................10
14.9.2 Deliveries ......................................................................................................................................11
14.10 Real-time Processing Finality.............................................................................................................11
14.10.1 Receipts .......................................................................................................................................11
14.10.2 Deliveries ...................................................................................................................................11

Operating Procedures
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Part II - Services - A - Securities clearance and settlement Section 14 - Bridge settlement

Operating Procedures
November 15, 2004
Part II - Services - A - Securities clearance and settlement Section 14 - Bridge settlement

14.1 General rules


(a) Bridge settlement of a securities transaction takes place by simultaneous book entries in the form of debit or
credit to the Securities Clearance Account (or Transit Account, as the case may be) of a Participant and debit
or credit to the Securities Clearance Account of Clearstream, and, if against payment, credit or debit to the
Cash Account of a Participant (or Transit Account, as the case may be) and credit or debit to the Cash Account
of Clearstream.
(b) Instructions for Bridge settlement are Bridge instructions. Euroclear Bank accepts Bridge instructions only
in respect of Bridge eligible securities.
(c) Bridge transactions can be settled in the Euroclear System either against payment in any of the Bridge
Currencies, or free of payment.
(d) Bridge settlement transactions are settled in the Euroclear System on each Business Day regardless of
holidays in the relevant local market. Participants may whish to take local market holidays into account with
respect to their choice of settlement currency or settlement date.

14.1.1 Bridge Agreement


(a) Euroclear Bank and Clearstream have concluded an Amended and Restated Bridge Agreement on 29 July
2003, as may be further amended from time to time, which contains arrangements on transactions effected for
the account of participants in the two clearing systems by book-entry transfer in order to achieve delivery-
versus-payment in relevant transactions (the “Bridge Agreement”).
(b) Under the Bridge Agreement, both system operators have agreed vis-à-vis one another to run multiple
processings overnight and to run a daylight processing for each settlement date that has been agreed by the two
system operators to be a business day. Each system operator also performs exchanges of information with the
other as a result of such processings in accordance with agreed rules on acceptance for settlement, or refusal, of
transaction instructions.
(c) Euroclear Bank assumes no liability vis-à-vis Participants or any other person as to the authenticity,
completeness, contents or timeliness of the instruction data received from Clearstream, and accepts no liability
vis-à-vis Clearstream, Clearstream members or any other person in connection with the processing by
Euroclear Bank and the reporting to Participants, of the information received from Clearstream.
(d) Euroclear Bank assumes no liability vis-à-vis Participants or vis-à-vis Clearstream, Clearstream members
or any other person as to the processing by Clearstream of (including, without limitation, the refusal by
Clearstream to process for whatever reason) and the reporting to Clearstream members of, the information
transmitted by Euroclear Bank in the framework of the Bridge Agreement. In addition ,Euroclear Bank
assumes no liability vis-à-vis Participants or vis-à-vis Clearstream, Clearstream members or any other person
as to the processing by Clearstream of instructions to be proposed to Euroclear Bank in the framework of the
Bridge Agreement, including, without limitation, the refusal by Clearstream to propose instructions and
process instructions for whatever reason.
(e) From time to time, each system operator realigns the securities positions held by it with the other. Such
realignments are not related to the settlement of transactions, but may affect securities deliveries out of the
System (see Section 15.2.2.1 and Section 15.3.2.2) and therefore, potentially, the ability of a Participant to
participate in a particular Corporate Event. Participants should be aware that such realignments may also
affect instructions related to Corporate Events that require delivery of securities received over the Bridge. In
particular, Euroclear Bank accepts no liability with respect to any loss incurred by a Participant that receives
securities over the Bridge and instructs to participate in a particular Corporate Event requiring delivery of such
securities on the same day as such securities were received. Further, Euroclear Bank accepts no liability for
losses arising from a realignment that is prevented or prohibited by causes beyond the reasonable control of
Euroclear Bank, such as local market rules or procedures.
(f) Euroclear Bank reserves the right to refuse to process Bridge instructions if such processing is inconsistent,
at its sole discretion, with the Bridge Agreement, with these Operating Procedures or any other document
governing the Euroclear System or if such processing creates an operational constraint that is, in the sole
discretion of Euroclear Bank, not acceptable. Euroclear Bank assumes no liability vis-à-vis Participants or vis-
à-vis Clearstream, Clearstream members or any other person in respect of any such refusal by Euroclear Bank
to process Bridge instructions.

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Part II - Services - A - Securities clearance and settlement Section 14 - Bridge settlement

14.1.2 Risk Management Procedures


(a) To meet applicable industry standards such as the ECB-CESR Standards for Clearing and Settlement
Systems in the European Union, Euroclear Bank and Clearstream have agreed to establish certain risk
management procedures to limit the credit exposures over the Bridge.

(b) Pursuant to the terms of the Bridge Agreement, each receiving settlement system is obliged to ensure that
the cash countervalue of the accepted deliveries from the other settlement system does not exceed the amount
of the applicable letter of credit (or other collateral) issued in favour of the delivering settlement system plus
the cash countervalue of the next deliveries to be proposed by the receiving settlement system. The terms of the
Bridge Agreement require the receiving settlement system to refuse to accept deliveries for which the cash
countervalue would exceed this threshold.

(c) The Bridge Agreement provides that each delivering settlement system will ensure that this limitation has
been correctly applied by the receiving settlement system for each relevant Delivery Transmission. The
delivering settlement system will then send a transmission (a “Verification Communication”) to the receiving
settlement system confirming or not that such limitation was correctly applied for the relevant Delivery
Transmission.

(d) Participants should be aware that the effect of the risk management procedures may be that Bridge
instructions will settle in the Real-time Processing rather than the Overnight Securities Settlement Process.
Participants are advised to plan accordingly taking into account the possible delay in settlement for Bridge
instructions. Euroclear Bank does not guarantee the time for settlement of any Bridge instruction and accepts
no liability for any losses that arise due to any delay of settlement of Bridge instructions.

(e) Exceptionally, it may also be the case that Bridge instructions do not settle on a given settlement date due to
the risk management procedures. Euroclear Bank endeavours to ensure that the deliveries and receipts of
securities over the Bridge is effected on the date instructed by the Participant, but accepts no liability if such
Bridge instruction or operation requiring a delivery is not executed on such date.

14.2 Settlement Conditions

14.2.1 Input of instructions


Euroclear Bank processes only valid Bridge instructions received from the Participant in accordance with
Section 6 and in accordance with the Settlement Conditions set out in this Section.

14.2.2 Deadlines
(a) In order to be included in the Processing for a given Business Day (i.e. S), Bridge instructions must be
received by Euroclear Bank by the Input Deadline:
(i) the applicable Input Deadline, one Business Day before the intended settlement date (i.e. S-1) in order to
be included in the Overnight Securities Settlement Process dated S; and
(ii) the applicable Input Deadline on the intended settlement date (i.e. S) in order to be included in the
Real-time Processing dated S.

(b) A Bridge instruction received after the applicable Input Deadline shall be regarded as having been received
for processing in the next Processing for which it is eligible.

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Part II - Services - A - Securities clearance and settlement Section 14 - Bridge settlement

14.2.3 Validation
(a) After authentication of input, Bridge instructions must be validated before being selected for submission to
an Overnight Securities Settlement Processing or Real-time Processing. The validation general rules are as
described in Section 6.

(b) If validation is successful, the Bridge instruction is submitted to further processing.

(c) If validation is unsuccessful, the Bridge instruction is not accepted for further processing and is cancelled
by Euroclear Bank. The Participant is notified thereof.

(d) Participants may cancel a successfully validated Bridge instruction as set out in Section 6.6.

14.2.4 Matching
(a) In order for an instruction to match, and be submitted for further processing, it must first be included in a
prematching transmission. Neither any prematching transmission by Euroclear Bank to Clearstream, nor any
prematching transmission by Clearstream to Euroclear Bank, is part of the book-entry exchange process
described in 14.1.1 above.

(b) A Bridge receipt instruction must match with a delivery instruction from Clearstream and a Bridge delivery
instruction must match with a receipt instruction from Clearstream except for Free of Payment Delivery
Without Matching instructions which do not require matching. The Participant assumes the risk of transferring
or delivering securities to a counterparty without matching. Euroclear Bank does not accept any liability for
any direct or indirect consequences of the use of Free of Payment Delivery Without Matching instructions by
Participants.

(c) The process of matching a Bridge instruction consists of comparing the matching fields included in an
instruction from a Participant with the matching fields in an instruction from Clearstream.

(d) If matching fields are identical, or if any difference is within the tolerances specified below, the instruction
is matched. If a matching field is missing or is present in both instructions but there is a difference which is
greater than any applicable specified tolerance, the instruction is unmatched.

(e) When a valid Bridge instruction from a Participant is received that requires matching, a corresponding
matching instruction from Clearstream is sought amongst the unmatched instructions in the backlog of
unexecuted instructions. If there is no matching instruction from Clearstream present, the new instruction is
added to the backlog as “unmatched”. If there is a matching instruction, the two instructions are retained
together as “matched”.

(f) When a valid instruction from Clearstream is received via a prematching transmission from Clearstream, a
matching instruction is sought among the unmatched instructions from Participants in the backlog of
unexecuted instructions for each valid instruction in the transmission. If there is no matching instruction from
a Participant present, the new valid prematching instruction from Clearstream is added to the backlog as
“unmatched”. If there is a matching instruction, the two instructions are retained together as “matched”.

(g) Information derived from the matching process is included in the reports of unexecuted instructions, as
described in the Euroclear Documentation. The reporting of the matched or unmatched status of an
unexecuted instruction reflects a situation which exists at a particular moment and does not indicate that any
other Settlement Conditions in respect thereof are fulfilled or will be fulfilled at any subsequent time.

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Part II - Services - A - Securities clearance and settlement Section 14 - Bridge settlement

14.2.4.1 Matching fields


The following fields of a Bridge instruction must match:

(a) Settlement data:

(i) Participant and counterparty identification (Securities Clearance Account number in the case of the
Participant and coded identification in the case of the counterparty in Clearstream);
(ii) Quantity of securities;
(iii) Security Code;
(iv) Cash countervalue, currency and amount (for against payment instructions only);
(v) Settlement date.

(b) Basic trade data:

(i) Trade date (if present in both instructions);


(ii) Trade price (if present in both instructions).

14.2.4.2 Matching rules and tolerances


Matching of Bridge instructions is subject to the following rules and tolerances:

(a) The quantities of securities in the two instructions must be identical. Partial amounts will not be aggregated
for the purposes of matching.

(b) The cash countervalues must be identical, except that, if there is a discrepancy between the cash
countervalues of Bridge instructions not greater than USD 25.00 or the equivalent in Bridge Currencies, as
determined by Euroclear Bank in its sole discretion, the instructions will be deemed to match. The
countervalue indicated by the seller will be used for execution. In the event that several instructions match
except for discrepancies in the cash countervalues, the instruction with the smallest discrepancy at the time of
matching is considered as matched.

(c) Optional fields other than trade date and trade price, as described in the Euroclear Documentation, if
present, will be compared and reported if the values are different, but any difference between the two values
will not cause the instructions to be considered as unmatched.

(d) Trade date and trade price must match if present in both instructions.

(e) Trade price must match up to and including the fifth digit of decimals. If there is a discrepancy only
between the sixth digit of decimals of the two trade price amounts, the instructions will be deemed to match,
disregarding the sixth digit.

14.2.4.3 Completion of the matching process


(a) Matched Bridge instructions and Bridge Free of Payment Delivery Without Matching instructions are put
into the backlog of unexecuted instructions until selected for submission to the appropriate Overnight
Securities Settlement Processing or Real-time Processing.

(b) Bridge instructions which are considered “unmatched” are put into the backlog of unexecuted instructions
and recycled until matched or cancelled.

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Part II - Services - A - Securities clearance and settlement Section 14 - Bridge settlement

14.2.5 Selection for processing

14.2.5.1 Receipts
(a) A valid Bridge receipt instruction which has been matched as necessary is put into the backlog of
unexecuted instructions until a corresponding delivery instruction is proposed by Clearstream in a Clearstream
Delivery Transmission.

(b) For each delivery instruction included in the Clearstream Delivery Transmission, the equivalent delivery
instruction as sent previously in a prematching transmission from Clearstream is sought within the backlog of
unexecuted matched instructions, as set out below:
(i) if such equivalent delivery instruction cannot be found or there is no matching receipt instruction from a
Participant, Clearstream’s proposed delivery instruction will be refused;
(ii) if such equivalent delivery instruction can be found and is matched with a Participant’s receipt
instruction, Clearstream’s proposed delivery instruction and the Participant’s receipt instruction are
selected for submission to the next Overnight Securities Settlement Process or the following Real-time
Processing.

(c) Bridge receipt instructions must include the Daylight Indicator to be eligible for settlement during the
Optional Bridge Settlement Processing.

14.2.5.2 Deliveries
(a) A valid Bridge delivery instruction which has been matched as necessary is put into the backlog of
unexecuted matched instructions until it is submitted to the Processing dated the settlement date in the
instruction.

(b) If the settlement date in a Bridge delivery instruction is not a Business Day, the instruction is selected for
submission to the Processing dated the next Business Day.

(c) Bridge delivery instructions must include the Daylight Indicator to be eligible for settlement during the
Optional Bridge Settlement Processing.

14.2.6 Positioning
(a) Once a Bridge instruction has been selected for submission to an Overnight Securities Settlement
Processing, it is sequenced in accordance with the rules applicable to the Overnight Securities Settlement
Process as set forth in Section 12, after taking into account the Participant’s priorities and options, as
applicable to the Overnight Securities Settlement Process.

(b) If a Bridge delivery instruction remains unsettled after the last batch process of the Overnight Securities
Settlement Process for a given settlement date, the positioning will be cancelled at the beginning of the Real-
time Processing for such settlement date. Euroclear Bank will then automatically re-submit the Bridge delivery
instruction for positioning for settlement in such Real-time Processing.

(c) If a Bridge delivery instruction remains unsettled at the end of the Real-time Processing on a given
Business Day, Euroclear Bank will automatically cancel the positioning. Unless cancelled by the Participant,
such Bridge delivery instruction will be recycled (i.e. re-submitted for positioning) at the start of the next
Overnight Securities Settlement Process for the next successive Business Day.

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Part II - Services - A - Securities clearance and settlement Section 14 - Bridge settlement

(d) Once a Bridge instruction has been selected for submission to the Real-time Processing, it is sequenced in
accordance with the rules applicable to the Real-time Processing as set forth in Section 12, after taking into
account the Participant’s priorities and options, as applicable to the Real-time Processing. The positioning of
such Bridge delivery instructions is not reversed until:
(i) for Bridge delivery instructions that are not eligible for the Optional Bridge Settlement Processing,
receipt of the second to last Feedback Transmission from Clearstream during the Real-time Processing on
the relevant Business Day; or
(ii) for Bridge delivery instructions that are eligible for the Optional Bridge Settlement Processing, receipt
of the last Feedback Transmission from Clearstream during the Optional Bridge Settlement Processing on
the relevant Business Day.

14.2.6.1 Positioning Conditions


Positioning involves determining whether the following Positioning Conditions have been met in order to
allow a Bridge instruction to be executed.

(a) Securities positioning:

For a Bridge delivery instruction, the Participant to be debited with securities must have sufficient available
securities of the issue standing to the credit of its Securities Clearance Account to meet the instruction. For the
rules on availability of securities, see Section 9. For an against payment Bridge delivery instruction, Euroclear
Bank will then check whether Clearstream has sufficient credit or collateral, as determined by Euroclear Bank
in its sole discretion, to meet the instruction.

(b) Cash positioning:

For a Bridge receipt instruction, a Participant to be debited with cash must have in the appropriate subdivision
of its Cash Account sufficient available funds of the Bridge Currency, or sufficient provision for such funds, to
meet the instruction. For rules on availability of funds, see Section 9. For an against payment Bridge
instruction, Euroclear Bank will then apply the risk management procedures as required by the Bridge
Agreement and as described in Section 14.1.2. Euroclear Bank will not accept such a Bridge receipt
instruction if the acceptance thereof would cause Clearstream’s credit exposure on Euroclear Bank to exceed
the applicable letter of credit (or other collateral) provided by Euroclear Bank in favour of Clearstream.

(c) Collateral positioning:

A Participant to be debited with cash or securities and using secured credit made available to it by Euroclear
Bank in its separate banking capacity must have sufficient collateral, as determined by Euroclear Bank in its
sole discretion, to meet the instruction.

14.2.6.2 Special application of positioning rules in the Overnight Securities


Settlement Process
In ascertaining whether instructions meet the Positioning Conditions, Euroclear Bank determines whether the
instructions may be considered as System-Linked instructions or Linked Reimbursements, as set out in Section
13.2.6.2 in the Internal Settlement Section.

6 Operating Procedures
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Part II - Services - A - Securities clearance and settlement Section 14 - Bridge settlement

14.3 Successful positioning - execution


(a) If positioning is successful, a Bridge receipt instruction is executed as a result of the first Processing
following the receipt of an instruction in a Clearstream Delivery Transmission in which the instruction
satisfies the Settlement Conditions.

(b) After processing of a Bridge receipt instruction, a Euroclear Feedback Transmission is sent to Clearstream
indicating which of Clearstream’s proposed deliveries have been executed and which have been refused.

(c) If positioning is successful, a Bridge delivery instruction is executed as a result of the first Processing in
which the instruction satisfies the Settlement Conditions.

(d) Upon completion of each Overnight Securities Settlement Processing and at certain points of time during
the Real-time Processing, Euroclear Bank transmits to Clearstream for processing a Euroclear Delivery
Transmission containing all Bridge delivery instructions successfully positioned by such time.

(e) After Clearstream’s processing, Clearstream informs Euroclear Bank by a Clearstream Feedback
Transmission whether each instruction in the Euroclear Delivery Transmission is accepted or not by
Clearstream.

14.4 Unsuccessful positioning


(a) If positioning is unsuccessful, no records are generated and the Bridge instruction is not executed but
remains in the backlog of unexecuted instructions.

(b) For Bridge deliveries, no proposed delivery instruction is sent to Clearstream. Such instructions are re-
submitted for positioning automatically.

(c) All Bridge instructions that remain in the backlog of unexecuted instructions continue automatically to be
entered in subsequent processings for which they are eligible until executed or cancelled in accordance with
Section 6.6 and this Section 14.

(d) A proposed receipt included in a Clearstream Delivery Transmission that fails to be executed may be
included in a later Clearstream Proposed Delivery Transmission.

14.5 Cancellation of instructions

14.5.1 Cancellation by Euroclear Bank


(a) In addition to the general rule of cancellation in Section 6.6.1, Euroclear Bank may cancel unexecuted
instructions that were submitted before 15 October of the previous year for settlement with a settlement date
before 15 October of such year in the processing cycle dated 15 March, or the next Business Day if 15 March is
not a Business Day. Participants will be informed in advance of such cancellation.

(b) In addition, if a Participant requests the closing of his Securities Clearance Account and related Cash
Account, Euroclear Bank will request the Participant to send all instructions necessary to allow the transfer, to
an account either inside or outside the Euroclear System, of all securities or cash standing to the credit of the
Participant’s Securities Clearance Account or Cash Account. If there remain no securities or cash standing to
the credit of the Participant’s Securities Clearance Account or Cash Account, Euroclear Bank will cancel all
pending Bridge instructions, either from the Participant or from a counterparty which used in such instructions
the number of the Participant’s Securities Clearance Account.

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(c) Except in the event of an issuer default, Euroclear Bank will cancel pending Bridge instructions as of the
final maturity date.

14.5.2 Cancellation by Participant


(a) A Participant can cancel a Bridge instruction, in accordance with the rules in Section 6.6.2.

(b) During the Real-time Processing, successfully positioned Bridge delivery instructions can be cancelled by
the Participant only after the proposed delivery has been refused by Clearstream. Upon receipt of each
Feedback Transmission, all proposed Bridge delivery instructions that have been refused by Clearstream for
which a cancellation is pending will be cancelled.

14.6 Refusal of deliveries by Clearstream


(a) A Bridge delivery instruction refused by Clearstream will be re-attempted for settlement in the next
Processing after the receipt of the relevant Feedback Transmission for which it is successfully positioned until
five Business Days after the settlement date in the instruction, upon which, if the Bridge instruction continues
to be refused by Clearstream, it will be cancelled automatically by Euroclear Bank.

(b) Upon receipt of a Clearstream Feedback Transmission during the Overnight Securities Settlement Process
indicating that a proposed Bridge delivery has been refused by Clearstream, provisionally debited securities are
re-credited to the Securities Clearance Account from which they were debited and the related Transit Account
is debited in the next available Processing. If the attempted delivery was against payment, a cash amount
equivalent to the provisional credit related to the Bridge delivery is debited from the relevant Cash Account
with the same value as the original provisional credit.

(c) Upon receipt of the last Clearstream Feedback Transmission during the Real-time Processing indicating
that a proposed Bridge delivery has been refused by Clearstream, provisionally debited securities are re-
credited to the Securities Clearance Account from which they were debited and the related Transit Account is
debited. If the attempted delivery was against payment, a cash amount equivalent to the previous credit is
debited from the relevant Cash Transit Account with the same value as the original credit.

14.7 Debits and Credits; generation of records


Notwithstanding the information contained in reports provided to Participants, credit and debits resulting from
the execution of a Bridge instruction as set out below may be final or provisional as set out in Section 8.
Section 8 (and in particular Section 8.3.1 (b) which deals with reversals in case of non-payment by
Clearstream to Euroclear Bank) also sets forth the circumstances in which such credits and debits may be
reversed by Euroclear Bank.

14.7.1 Receipts
(a) As a result of the Processing in which a Bridge receipt instruction is successfully executed, the following
records are generated (value the date of the relevant Processing, other than as set out in Section 14.7.3 below):

(i) credit to the Securities Clearance Account; and


(ii) if against payment, a debit to the related Cash Account.
.

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14.7.2 Deliveries

14.7.2.1 Overnight Securities Settlement Process


(a) As a result of the Processing in which the Bridge delivery instruction is successfully executed, the following
records are generated (value the date of the relevant Processing, other than as set out in Section 14.7.3 below):

(i) provisional debit to the Securities Clearance Account and credit to Transit Account; and
(ii) if against payment, provisional credit to the related Cash Account pending receipt of a Clearstream
Feedback Transmission.
(b) Credits and debits of securities to Transit Accounts resulting from Bridge deliveries are reported as
“Transit Account Out” in the Statement of Transactions, as described in the Euroclear Documentation.

(c) Securities remain credited to the Transit Account until Euroclear Bank receives notification from
Clearstream of confirmation of acceptance or refusal of such delivery by Clearstream.

14.7.2.2 Real-time Processing


(a) As a result of the Real-time Processing in which the Bridge delivery instruction is successfully executed,
the following records are generated (value the date of the relevant Processing, other than as set out in Section
14.7.3 below):

(i) provisional debit to the Securities Clearance Account and credit to the Transit Account; and
(ii) if against payment, provisional credit to the related Cash Transit Account.

(b) Credits and debits of securities to Transit Accounts resulting from Bridge deliveries are reported as
“Transit Account Out” in the Statement of Transactions, as described in the Euroclear Documentation.

(c) Securities remain credited to the Transit Account until Euroclear Bank receives notification from
Clearstream of confirmation of acceptance or refusal of such delivery by Clearstream in the last Feedback
Transmission.

(d) Upon confirmation of the acceptance of an against payment Bridge delivery instruction by Clearstream, the
following records are generated:

(i) a debit of the credit to the Securities Cash Transit Account;


(ii) a debit of the credit to the Securities Cash Transit Account; and
(iii) a credit to the relevant Cash Account.

(e) Upon confirmation of the refusal of an against payment Bridge delivery instruction by Clearstream in the
last Feedback Transmission of the Real-time Processing for a given Business Day, the following records are
generated:

(i) a debit of the credit to the Cash Transit Account;


(ii) a debit of the credit to the Securities Transit Account; and
(iii) a re-credit to the Securities Clearance Account.

Participants should note that no records are generated upon receipt of a Clearstream Feedback Transmission
during the Real-time Processing indicating that a particular Bridge delivery instruction has been refused until
the last Clearstream Feedback Transmission of the Real-time Processing for such Business Day.

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14.7.3 Receipts and deliveries in respect of newly issued securities


(a) In accordance with the conditions set forth in Section 16.5, Back Value may be applied to Bridge
instructions involving Newly-Issued Securities that settle in the Overnight Securities Settlement Process.

(b) Back Value may also be applied, subject to the conditions set forth in Section 16.5, to Bridge instructions
selected for processing in the Overnight Securities Settlement Process that settle in the Real-time Processing.

14.8 Settlement

14.8.1 Receipts
Settlement of a Bridge receipt transaction occurs upon completion of the Processing as a result of which the
instruction is successfully executed and the related Euroclear Feedback Transmission is received by
Clearstream.

14.8.2 Deliveries
Settlement of a Bridge delivery transaction occurs upon completion of the Processing as a result of which the
instruction is successfully executed and the related Clearstream Feedback Transmission, including
confirmation of acceptance, is received by Euroclear Bank.

14.9 Overnight Securities Settlement Process Finality

14.9.1 Receipts
Notwithstanding that credits or debits may be reported to Participants as final or provisional, the settlement of
a Bridge receipt transaction during the Overnight Securities Settlement Process is final upon the following
conditions:

(a) the receipt by Clearstream of the corresponding Euroclear Feedback Transmission;

(b) the receipt by Clearstream of the next Euroclear Delivery Transmission, if any; and

(c) either:

(i) receipt by Euroclear Bank of a positive Verification Communication from Clearstream: or


(ii) expiration of a period of 15 minutes from the later of the time of the receipt by Clearstream of (x) the
Feedback Transmission described in subsection (a) and (y) the next Delivery Transmission described in
subsection (b), provided that Euroclear Bank has not received a notice of non-acceptance in the Verification
Communication from Clearstream prior to expiration of this period.

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14.9.2 Deliveries
The settlement of a Bridge delivery transaction during the Overnight Securities Settlement Process is final
upon the following conditions:

(a) the receipt by Euroclear Bank of the corresponding Clearstream Feedback Transmission;

(b) the receipt by Euroclear Bank of the next Clearstream Delivery Transmission, if any; and

(c) either:

(i) a receipt by Clearstream of a positive Verification Communication from Euroclear Bank; or


(ii) expiration of a 15 minute period from the later of the time of the receipt by Euroclear Bank of (x) the
Feedback Transmission described in subsection (a) and (y) the Delivery Transmission described in
subsection (b), provided that Clearstream has not received a notice of non-acceptance in the Verification
Communication from Euroclear Bank prior to expiration of this period.

14.10 Real-time Processing Finality

14.10.1 Receipts
Notwithstanding that credits or debits may be reported to Participants as final or provisional, the settlement of
a Bridge receipt transaction during the Real-time Processing is final when the applicable credit of securities is
recorded in the relevant Securities Clearance Account by Euroclear Bank.

14.10.2 Deliveries
The settlement of a Bridge delivery transaction during the Real-time Processing is final when applicable credit
of securities is recorded by Clearstream. Therefore, the simultaneous transfer of securities and transfer of cash
(if against payment) are final at such time. Participants should note that Euroclear Bank becomes aware of the
finality of such Bridge delivery transaction upon its receipt of the relevant Clearstream Feedback
Transmission. Accordingly, the relevant cash with respect to a Bridge delivery transaction may not be
available for use by the Participant until after the receipt of such Clearstream Feedback Transmission.

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15. External settlement

Table of contents

15.1 General rules .......................................................................................................................................... 1


15.1.1 Application of local market rules...................................................................................................... 2
15.1.2 Cross-border settlement limitations .................................................................................................. 2
15.2 Receipts: general rules ........................................................................................................................... 2
15.2.1 Place of deposit ................................................................................................................................ 3
15.2.2 Criteria for acceptance of securities, including securities realigned after Bridge settlement .............. 3
15.3 Deliveries - general rules........................................................................................................................ 4
15.3.1 Methods of delivery of securities ...................................................................................................... 4
15.3.2 Loss or delay in delivery of securities ............................................................................................... 5
15.3.2.1 Risk of loss or delay................................................................................................................. 5
15.3.2.2 Reasons for delay..................................................................................................................... 5
15.3.2.3 Non-receipt of securities .......................................................................................................... 6
15.4 Settlement Conditions............................................................................................................................. 7
15.4.1 Input of instructions ......................................................................................................................... 7
15.4.2 Specific instruction requirements ..................................................................................................... 7
15.4.3 Deadlines......................................................................................................................................... 7
15.4.4 Validation ........................................................................................................................................ 8
15.4.5 Matching ......................................................................................................................................... 8
15.4.5.1 Matching in the Euroclear System ........................................................................................... 8
15.4.5.1.1 Matching fields ............................................................................................................... 8
15.4.5.1.2 Matching rules and tolerances ......................................................................................... 9
15.4.5.2 Matching in the local market ................................................................................................... 9
15.4.5.2.1 Matching tolerances in the local market ........................................................................ 10
15.4.5.3 Completion of the matching process ...................................................................................... 10
15.4.5.4 Unsuccessful matching .......................................................................................................... 10
15.4.5.4.1 Receipts......................................................................................................................... 10
15.4.5.4.2 Deliveries...................................................................................................................... 11
15.4.6 Selection for Processing ................................................................................................................. 11
15.4.7 Positioning..................................................................................................................................... 12
15.4.7.1 Positioning Conditions........................................................................................................... 12
15.4.7.2 Special application of positioning rules.................................................................................. 12
15.5 Successful positioning - execution......................................................................................................... 12
15.5.1 Receipts ......................................................................................................................................... 13
15.5.2 Deliveries....................................................................................................................................... 13
15.6 Unsuccessful positioning ....................................................................................................................... 13
15.7 Cancellation of instructions.................................................................................................................. 14
15.7.1 Cancellation by Euroclear Bank ..................................................................................................... 14
15.7.2 Cancellation by Participants........................................................................................................... 14
15.8 Refusal of securities .............................................................................................................................. 14
15.8.1 Receipts ......................................................................................................................................... 14
15.8.2 Deliveries....................................................................................................................................... 14

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15.9 Generation of records........................................................................................................................... 15


15.9.1 Receipts ......................................................................................................................................... 15
15.9.2 Deliveries....................................................................................................................................... 15
15.10 Settlement ........................................................................................................................................... 15
15.10.1 Receipts ....................................................................................................................................... 15
15.10.2 Deliveries..................................................................................................................................... 16
15.11 Finality................................................................................................................................................ 16

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15.1 General rules


(a) External settlement of a securities transaction takes place by book entries in the form of a debit or credit to a
Securities Clearance Account and a credit or debit to an account in a local market, (or for off-shore registered
securities, an account on the issuer’s register) and, if against payment, a debit or credit to a Cash Account and a credit
or debit to an account in the local market; or through a physical receipt or delivery of securities (with corresponding
movements in the related Transit Account, if applicable) to or from an account outside the Euroclear System.

(b) Instructions for external settlement are external instructions. Euroclear Bank accepts external instructions only in
respect of eligible Securities (see Section 4).

(c) External settlement transactions can be settled in the local market through the Euroclear System either against
payment or free of payment, depending on the link with the domestic market and as specified in the Euroclear
Documentation. Securities eligible for external settlement against payment through the Euroclear System for a given
local market are indicated in the relevant country section of the current Euroclear Documentation. Payment may be
made only in the Settlement Currency of the country of the Specialised Depositary for all securities, except if
otherwise indicated in the Euroclear Documentation.

(d) The transfer of a Multi-listed Security credited to a Securities Clearance Account from a Remote market to the
Home market for credit to the same Securities Clearance Account (or vice-versa) (“Cross-market Realignment”) is
treated as two successive external settlement instructions following each local market’s instruction formats, input
deadlines, recycling and cancellation rules and other rules otherwise applicable to Settlement in that local market as
specified in the relevant section of the Euroclear Documentation.

(e) For some external instructions, local market rules or practices may result in an irrevocable commitment for
Euroclear Bank, directly or indirectly via its Depositary or Other Clearance System, to pay cash (for a Receipt) for the
settlement in the local market, either:

(i) once the relevant external instruction has been selected by Euroclear Bank for transmission, and has been
transmitted, to the local market, or
(ii) as from the trade date of a stock exchange transaction in markets where such transaction is automatically fed
by the stock exchange into the local Clearance System; or
(iii) on such other time as may be specified in the relevant local market rules.

With regard to such a pre-settlement commitment relating to a Receipt, Euroclear Bank’s exposure on the relevant
Participant generated by this pre-settlement commitment constitutes an extension of credit from Euroclear Bank to
such Participant. Such credit extensions are subject to the General Conditions governing Extensions of Credit to
Participants and to any collateral arrangements entered into between Euroclear Bank acting in its separate banking
capacity and such Participant.

Where Euroclear Bank has extended credit to Participant as a result of pre-settlement commitment as described above
relating to a Receipt, Participant pledges its contractual claims against Euroclear Bank for the delivery of the
securities to be received from the local market in accordance with Section 10.1 and without prejudice to existing
collateral arrangements between Euroclear Bank and the Participant. Such contractual claims for the delivery of the
securities to be received from the local market are also included in the statutory lien referred to in Section 10.1(a).

Euroclear Bank’s own books and records (whether kept on paper, microfilm, microfiche, by electronic or magnetic
recording, in any other mechanically reproducible form or otherwise) shall be deemed to constitute sufficient evidence
of any credit claim of Euroclear Bank against the relevant Participant relating to pre-settlement commitments in the
local market as well as of any contractual claim of the relevant Participant against Euroclear Bank for the delivery of
securities to be received from a local market.

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15.1.1 Application of local market rules


(a) In certain domestic markets constraints that may result from local market rules or derive from the nature of the
link with the local market or other reasons may affect settlement through the Euroclear System.

(b) In accordance with Section 10.3, Participants are required to comply with local laws and requirements of
governing documentation of issues.

(c) Euroclear Bank accepts no liability for any consequences of the execution or non-execution of receipt or delivery
against payment instructions arising from the lack of simultaneity of exchanges of cash and securities, the lack of
delivery versus payment in the local market, failure to obtain agreement to the matching of instructions or delays or
failures of local settlements.

(d) It is the responsibility of Participants to inform themselves about the risks of holding or settling in securities that
settle in local markets, including, without limitation, whether transactions settle on a delivery-versus-payment basis or
not, what the rules on finality of transfers are, and what the risk for application of loss sharing provisions in the local
market is, and all and any information that Euroclear Bank makes available in this respect to Participants is for mere
information only and Euroclear Bank accepts no liability for the inaccuracy or incompleteness of such information.. In
particular, for certain categories of Multi-listed Securities traded and settled in a Remote Market, as specified in the
Euroclear Documentation in relation to Multi-listed Securities, Euroclear Bank may restrict its services to all or part
of the standard services offered by the Remote Market’s Clearance System, without any guarantee or liability,
whatsoever, from Euroclear Bank for the use of such Other Clearance System (in particular its rules, procedures and
links with the Home Markets) for holding or settling such Remote Securities. In addition, the range and the level of
services provided by Euroclear Bank may differ from the services usually provided in respect of similar securities
deposited by Euroclear Bank with a Specialized Depositary or Other Clearance System established in the country of
issue of the securities.

15.1.2 Cross-border settlement limitations


(a) In domestic markets, limitations to the maximum amount either of cash to pay or securities to deliver or other
restrictive conditions may be applied in accordance with the applicable local law, the rules of a local clearing or
settlement system or any agreement with, or of, Euroclear Bank, including but not limited to agreements with third
parties for the provision of collateral or credit in view to address local clearing or settlement system requirements.
The amounts and conditions of such limits may vary from market to market.

(b) Such limits, which are determined by the relevant party in each market, taking into account economic and
financial considerations, including credit considerations or credit management (by third party credit provider and/or
by Euroclear Bank), may cause the failure of settlement instructions to settle on a given settlement date.

(c) If at any time the application of such a limit or restrictive conditions means that some transactions settle and
others do not, the determination of which may settle and which not, where performed by Euroclear Bank, is done with
a view to maximising overall settlement efficiency. Euroclear Bank accepts no liability in respect of any Participant's
instruction that, although having met the Settlement Conditions, fails to settle or is delayed as a result of such limits
or restrictive conditions, including on account of credit or collateral provision constraints or management.

15.2 Receipts: general rules


(a) Securities may be deposited by Participants or by other parties for the credit of the Securities Clearance Account of
a Participant.

(b) Notwithstanding any provisions set out herein, nothing contained in the Operating Procedures creates or shall be
deemed to create any obligation on the part of Euroclear Bank to any depositor of securities into the Euroclear System
for credit to the Securities Clearance Account of a Participant or constitute Euroclear Bank as an agent of such
depositor in respect of such securities.

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15.2.1 Place of deposit


(a) Securities may be deposited or transferred into the Euroclear System for the credit of a Securities Clearance
Account of a Participant only:

(i) at the Specialised Depositary designated for the issue; or


(ii) by transfer to an account of Euroclear Bank in an Other Clearance System.

(b) Securities held in dematerialised, registered or electronic or other book-entry form (including securities which may
also be represented by physical certificates at the holder's option, if such certificates are not accepted for deposit in the
Euroclear System) may be deposited into the Euroclear System only by book-entry transfer, as described in the
relevant country section of the Euroclear Documentation under the heading “Specific instruction requirements” or
directly held on the books of the issuer, the registrar or its agent by Euroclear Bank.

(c) American Depositary Receipts (ADRs) issued by Euroclear Bank and representing shares accepted in the
Euroclear System may be deposited only for cancellation and delivery of such shares at the Depositary located in New
York.

(d) Participants hereby consent to the appointment of the Depositaries and other Clearances Systems listed in the
Euroclear Documentation.

15.2.2 Criteria for acceptance of securities, including securities realigned after Bridge
settlement
(a) Under arrangements between Euroclear Bank and each Depositary, the Depositary initially receiving securities
does not accept the receipt of securities for the account of Euroclear Bank unless:

(i) the securities are of an issue accepted for deposit in the Euroclear System (see Section 4) and conform to the
information on such securities shown on the delivery advice; and
(ii) the Securities Clearance Account number is indicated and corresponds to the name of the Participant shown on
the delivery advice.

(b) Euroclear Bank will not accept securities received by an Other Clearance System in which it has a direct account,
for delivery for the account of Euroclear Bank, unless:

(i) the securities are of an issue accepted for deposit in the Euroclear System (see Section 4); and
(ii) Euroclear Bank is able to identify the Securities Clearance Account to be credited with the securities.

(c) In addition, Euroclear Bank has the right not to accept securities where the Depositary or Other Clearance System
has received delivery of:

(i) a temporary certificate, if delivered after the date on which permanent certificates are available;
(ii) a mutilated security, unless the trustee, the registrar, the transfer agent or issuer has confirmed in writing that
the securities are still valid for the transfer;
(iii) a security that has been called for redemption;
(iv) a security that is not accompanied by the appropriate warrants, rights and coupons unless, in the case of
coupons, a payment equal to the money value of a missing coupon is substituted and satisfactory evidence of the
payment is furnished to Euroclear Bank or to the Depositary;
(v) a security in registered form, unless it is registered to bearer or in the correct nominee name or accompanied by
the required transfer documents and appropriately completed according to local market rules;
(vi) a security that is not validly issued or fully paid (except upon specific agreement with Euroclear Bank);
(vii) a security that has been the subject of a published notification of opposition or with respect to which the
Depositary has otherwise notice of loss, theft, cancellation, nullification proceedings, opposition, forgery, title
defect, encumbrance, invalidation by court order, court stop payment order, writ of attachment or other similar
order, or any other circumstance affecting its free transferability without encumbrance in any relevant market.

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(d) Euroclear Bank has the right not to accept securities where the Depositary has received delivery of any security
described in (c)(i) to (vii) above, whether such defects are identified by the Depositary designated for the issue
following realignment.

(e) If a security has been accepted into the Euroclear System and Euroclear Bank later receives information that such
security is or has been the subject of a published notification of loss, theft, cancellation, nullification proceedings,
opposition, forgery, title defect, encumbrance, invalidation by court order, court stop payment order, writ of
attachment or other similar order, or any other circumstance affecting its free transferability without encumbrance in
any relevant market, Euroclear Bank may, in its sole discretion, decide to block or debit such security from the
Securities Clearance Account of the relevant Participant(s).

15.3 Deliveries - general rules


(a) Securities standing to the credit of a Securities Clearance Account (except if such securities are blocked or
otherwise unavailable for delivery) may, subject to available inventory and local regulations, be delivered or
transferred out of the Euroclear System, either:

(i) free of payment by the Depositary or Other Clearance System, or from any Depositary receiving definitive
securities of a new issue prior to the realignment of the definitive securities to the Specialised Depositary for the
issue; or
(ii) against payment, for securities eligible for delivery against payment (by the Specialised Depositary for the
issue or Other Clearance System), subject to available inventory and local regulations.

(b) The process of delivery of securities by the Depositary or Other Clearance System against payment or free of
payment is initiated only if the delivering Participant has submitted delivery instructions to Euroclear Bank, in
accordance with Section 15.4.1 and not in any other way, directly or indirectly, to the Depositary or Other Clearance
System.

(e) Euroclear Bank in its own discretion, may, either directly or through the Depositary, subject to applicable
regulations:

(i) exchange information about any refused deposit with interested parties, including local authorities;
(ii) return to the depositor or the issuer (or its agent) securities so refused; or
(iii) take any other action deemed appropriate in the circumstances, including retaining such securities pending
determination of legitimate claims thereto.

15.3.1 Methods of delivery of securities


(a) Where a Participant requests delivery or transfer, including delivery or transfer in connection with the execution of
a Custody Operation instruction, of securities credited to a Securities Clearance Account maintained for it, Euroclear
Bank will do one of the following as it considers appropriate, and subject to the satisfaction of the Settlement
Conditions:

(i) deliver (or request the Specialised Depositary designated for the issue holding such securities to deliver) such
securities to the national postal system of the Specialised Depositary designated for the issue for forwarding by
registered or value declared mail;
(ii) deliver (or request the Specialised Depositary designated for the issue holding such securities to deliver) such
securities within the boundaries of the city in which the Depositary or Specialised Depositary is located as defined
in the agreement between such Depositary or Specialised Depositary and Euroclear Bank;
(iii) deliver (or request the Specialised Depositary designated for the issue holding such securities to deliver) such
securities by armoured car or air-courier service;

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(iv) deliver (or request the Specialised Depositary designated for the issue holding such securities to deliver) such
securities to a courier service for delivery anywhere in the world;
(v) transfer (or request the Specialised Depositary designated for the issue holding such securities to transfer) such
securities in accordance with the procedures of a domestic clearance system, securities center or similar
organisation. A security held in certificated or uncertificated form in a clearance system, securities center or
similar organisation can be transferred only to another account in such clearance system, center or organisation.

(b) References to Depositaries shall be held to include Other Clearance Systems where relevant.

15.3.2 Loss or delay in delivery of securities

15.3.2.1 Risk of loss or delay


(a) The risk of loss or delay in transportation with respect to securities being transferred or delivered out of the
Euroclear System in response to an instruction from a Participant shall be borne by the instructing Participant when
such securities are deposited in the mail, or when entrusted to the armoured car or courier service (as set out in
Section 15.3.2 above). At that time the securities cease to be held in the Euroclear System.

(b) Without prejudice to (a) above, Euroclear Bank may continue to insure securities being delivered by mail or by
armoured car or courier service under policies of insurance maintained by Euroclear Bank as summarised in Section
11.

15.3.2.2 Reasons for delay


Euroclear Bank endeavours to ensure that deliveries are made on the date instructed by the Participant or on the
relevant Execution Date, but accepts no liability if such instructions or operations requiring a delivery are not
executed on such date. Deliveries may be delayed for a variety of reasons, including, without limitation:

(i) if the Depositary or Other Clearance System required to make a delivery does not hold sufficient inventory,
Euroclear Bank automatically arranges for securities to be transported or delivered from the location in which they
are held to the relevant Depositary or Other Clearance System and Participants are informed of such transported
securities, but in some circumstances, securities may be in transit between Depositaries or Other Clearance
Systems and there may be a delay in the ability to execute delivery instructions or any Custody Operations for
which such delivery of securities is required;
(ii) in certain cases a particular issue may be held in either registered or bearer form or a combination of the two.
If a request for delivery of securities in bearer form exceeds the supply, either it will be necessary to convert
securities from registered form to bearer form and this may involve delay in the execution of any delivery
instruction, or if for any reason it is not possible to convert securities from registered form to bearer form, it will
not be possible to execute the instruction which will be cancelled and the Participant notified thereof;
(iii) if the only available certificate denominations are other than denominations required to make the instructed
delivery. If for any reason it is not possible to exchange certificates for the required denomination certificates, it
will not be possible to execute the delivery instruction, which will be cancelled and the Participant notified thereof;
(iv) if where securities are sent to a registrar for re-registration as set forth in Section 10.4, there is any delay in or
preclusion from registration, including but not limited to any delay or preclusion resulting from foreign ownership
limitations.
(v) in case of Cross-market Realignment, settlement timing of such transfers depends on the structure and
efficiency of the link between the two Other Clearing Systems.

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15.3.2.3 Non-receipt of securities


(a) The intended recipient must notify Euroclear Bank and the instructing Participant, and the instructing Participant
must notify Euroclear Bank, as soon as possible of any non-receipt by the intended recipient of a delivery of securities.
Recovery rights under the insurance policy taken by Euroclear Bank for the benefit of the instructing Participant may
be prejudiced if notification from the instructing Participant is not promptly received by Euroclear Bank.

(b) In the event that Euroclear Bank is informed by the instructing Participant of the non-receipt by the intended
recipient of a delivery of securities and is provided with evidence of the loss satisfactory to Euroclear Bank, then the
instructing Participant under these Operating Procedures appoints Euroclear Bank as its attorney-in-fact to take any
such actions as Euroclear Bank in its sole discretion determines to be necessary or advisable under the circumstances
to protect the interests of the instructing Participant, which may include:

(i) notifying the trustee, fiscal or other relevant agent for the issue, and requesting publication of the information;
(ii) notifying the board of ISMA;
(iii) notifying the relevant Depositaries;
(iv) notifying Clearstream or any other relevant clearing system;
(v) taking all necessary steps to initiate, maintain and cancel any opposition proceedings or related actions in
relevant countries, such as Belgium, Luxembourg, the country of governing law as determined in the governing
documentation of the issue, the country of the Depositary and the country of the Clearstream depositary, depending
on the circumstances;
(vi) taking all necessary steps to initiate invalidation and re-issuance procedures; or
(vii) any other additional measures determined by Euroclear Bank to be in the interests of the Participant.

(c) Any action is taken on behalf of the instructing Participant and in no way constitutes any acceptance of liability by
Euroclear Bank.

(d) Participants wishing themselves to initiate, maintain or cancel opposition proceedings or related actions should
inform Euroclear Bank of their intentions to do so but are warned that such action may impair any recovery rights
under the insurance cover taken by Euroclear Bank. In the event that a Participant takes any action on its own,
including initiating, maintaining or cancelling opposition proceedings or related actions, Euroclear Bank accepts no
liability therefor or for any such actions which it may have taken in connection with the non-received securities.

(e) Euroclear Bank will not take any legal action (other than under its obligation to cooperate with the insurer) to
recover any securities not received by the intended recipient of the delivery of securities, nor will it represent
Participants in judicial proceedings if legal action is brought against them.

(f) The insurer or Euroclear Bank, upon payment of any indemnity or replacement bonds under the insurance policy to
the delivering Participant, shall be fully subrogated to all rights of the delivering Participant on the securities against
third parties including the rights to obtain the re-issuance of such securities.

(g) Euroclear Bank will inform the Participant of any such actions that have been taken and accepts no liability in
respect of any such action or failure to take any action (or the consequences thereof) in respect of any non-receipt by
the intended recipient of any delivery of securities.

(h) Euroclear Bank has the right to debit the Cash Account of the instructing Participant with the amount of any fees,
costs or expenses incurred by Euroclear Bank in accordance with this Section.

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15.4 Settlement Conditions

15.4.1 Input of instructions


(a) Euroclear Bank processes only valid external instructions received from Participants in accordance with Section 6
and in accordance with the Settlement Conditions set out in this Section.

(b) Securities received by a Depositary for credit to a New Issues Securities Clearance Account or Short and Medium-
Term Instruments Securities Clearance Account will be credited to such Securities Clearance Accounts without
requiring any instruction from the Participant indicated as the recipient of the securities (and without regard to any
such instruction if sent by such Participant).

15.4.2 Specific instruction requirements


(a) For securities included in the Euroclear Documentation:

(i) any instruction from the Participant to Euroclear Bank or from the counterparty in the local market must satisfy
the requirements set forth in the relevant country section of the current Euroclear Documentation, under the
heading “Specific instruction requirements”;
(ii) to the extent that the section on Specific instruction requirements as set out in the Euroclear Documentation
indicates that no instruction is required from the Participant identified by the counterparty as recipient of the
securities, upon notification from the Depositary or Other Clearance System that the securities have been received
for a Securities Clearance Account of the Participant free of payment, the securities will be credited to such
Securities Clearance Account without requiring any instruction from the Participant (and without any regard to
any such instruction if issued).

(b) Securities received by a Depositary for credit to a New Issues Securities Clearance Account or Short and Medium -
Term Instruments Securities Clearance Account will be credited to such Securities Clearance Accounts without
requiring any instruction from the Participant indicated as the recipient of the securities (and without regard to any
such instruction if sent by such Participant).

(c) For securities not included in the Euroclear Documentation, such as Euro and other international securities, in
order for a Depositary to recognise that a deposit of securities is intended for credit to a Securities Clearance Account
in the Euroclear System, the Participant must ensure that the delivery advice submitted by the depositor states:

“For account of Euroclear Bank as operator of the Euroclear System - Euroclear”

“In favour of Participant (full name, location and Participant’s Securities Clearance Account number)”

Delivery advises received in this form shall be deemed to be for the account of Euroclear Bank, in favour of the named
Participant.

15.4.3 Deadlines
(a) For domestic market securities, external instructions must be received by Euroclear Bank by the Input Deadline
specified in the relevant market section of the Euroclear Documentation.

(b) For international physical securities, external instructions must be received by Euroclear Bank by the Input
Deadline for the Overnight Securities Settlement Process dated two Business Days before the intended settlement date
(i.e. S-2) (except where Participants are advised by Euroclear Bank of specific circumstances in which a different
deadline applies). Instructions to receive securities free of payment must be received by the Input Deadline for the
Overnight Securities Settlement Process dated the intended settlement date (i.e. S).

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(c) An external instruction received after the above applicable deadline shall be regarded as having been received for
processing in the next Processing for which it is eligible.

15.4.4 Validation
(a) After authentication of input, external instructions must be validated before being selected for submission to a
Processing. Validation of an external instruction varies depending on such factors as local market rules and the type
of security. The validation general rules are as described in Section 6.

(b) If validation is successful, the external instruction is submitted to further processing.

(c) If validation is unsuccessful, the external instruction is not accepted for further processing and is cancelled by
Euroclear Bank. The Participant is notified thereof.

(d) Participants may cancel a successfully validated external instruction as set out in Section 6.6.2.

15.4.5 Matching

15.4.5.1 Matching in the Euroclear System


(a) Where an external receipt instruction requires matching in the Euroclear System, such instruction must match
with a notification from a Depositary or Other Clearance System of a receipt of securities.

(b) If matching fields are identical, or if any difference is within the tolerances specified below, the instruction is
matched. If a matching field is missing or is present in both instructions but there is a difference which is greater than
any applicable specified tolerance, the instruction is unmatched.

(c) Information derived from the matching process is included in the reports of unexecuted instructions, as described
in the Euroclear Documentation. The reporting of the matched or unmatched status of an unexecuted instruction
reflects a situation which exists at a particular moment and does not indicate that any other Settlement Conditions in
respect thereof are or will be fulfilled at any subsequent time.

15.4.5.1.1 Matching fields


The following fields of an external receipt instruction must match:

(a) Settlement Data:

(i) Participant and counterparty identification (Securities Clearance Account number in the case of the Participant
or Euroclear code in the case of non-Participants);
(ii) Quantity of securities;
(iii) Security Code;
(iv) Cash countervalue, currency and amount (for against payment instructions only).

(b) Basic Trade Data:

(i) Trade date (if present in both instructions);


(ii) Trade price (if present in both instructions).

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Part II - Services - A - Securities clearance and settlement Section 15 - External settlement

15.4.5.1.2 Matching rules and tolerances


Matching of external instructions in the Euroclear System is subject to the following rules and tolerances:

(a) The quantities of securities in the two instructions must be identical. Partial amounts will not be aggregated for the
purposes of matching.

(b) Cash countervalues must be identical, except that if there is a discrepancy between the cash countervalues

(i) for instructions with a cash countervalue in EUR, of EUR 25.00, unless the local market rules impose other
matching rules and tolerances; and
(ii) for instructions with a cash countervalue in any other Settlement Currency, of USD 25.00 or the equivalent in
the other Settlement Currency, as determined by Euroclear Bank in its sole discretion, unless the local market rules
impose other matching rules and tolerances,

the instruction will be deemed to match. In the event that several instructions match except for discrepancies in the
cash countervalues, the instruction with the smallest discrepancy at the time of matching is considered as matched.

(c) Optional fields other than trade date and trade price, as described in the Euroclear Documentation, if present, will
be compared and reported if the values are different, but any difference between the two values will not cause the
instructions to be considered as unmatched.

(d) Trade data and trade price must match if present in both instructions.

(e) Trade price must match up to and including the fifth digit of decimals. If there is a discrepancy only between the
sixth digit of decimals of the two trade price amounts, the instructions will be deemed to match, disregarding the sixth
digit.

15.4.5.2 Matching in the local market


(a) External instructions may require matching in the local market (as detailed in the relevant country section of the
Euroclear Documentation). Matching rules, tolerances and priorities vary depending on local market rules.

(b) On the day of receipt in the local market of an instruction to receive or deliver securities, the Depositary or Other
Clearance System confirms the terms of this instruction with the named deliverer or named recipient of the securities
(as the case may be), in accordance with local practice.

(c) When notification is received from a Depositary or Other Clearance System of the matching of an instruction, the
status in the backlog of unexecuted instructions becomes “matched”. If notification is received that the instruction is
not matched, its status in the backlog of unexecuted instructions becomes “unmatched”.

(d) The matched or unmatched status of the instruction in the local market is reported to the Participant as set forth in
the relevant country section of the Euroclear Documentation.

(e) The matched or unmatched status of an unexecuted instruction reported by Euroclear Bank to a Participant reflects
a situation which exists at a particular moment in the local market based on information received from a Depositary
or Other Clearance System. The reports from Euroclear Bank to a Participant do not indicate that any other
Settlement Conditions in respect of reported instructions are or will be fulfilled at any subsequent time.

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15.4.5.2.1 Matching tolerances in the local market


(a) Where Euroclear Bank receives a matching notification from the local market before positioning an external
receipt instruction, the cash countervalue indicated by the seller, if different from that indicated by the Participant,
will be used for execution.

(b) Where a matching notification has not been received as set out in (a), the cash countervalue indicated by the
Participant in its instruction will be used for execution. Euroclear Bank reserves the right to adjust the Participant’s
Cash Account for any cash amount resulting from a discrepancy between the cash amount used for execution in the
Euroclear System and that used for settlement in the local market and accepts no liability for doing so or not.

15.4.5.3 Completion of the matching process


(a) External instructions which match in the Euroclear System and/or in the local market as necessary are put into the
backlog of unexecuted instructions until selected for submission to the appropriate Processing.

(b) External instructions which are considered “unmatched” are put into the backlog of unexecuted instructions and
recycled until matched or cancelled and securities are credited to a Transit Account as set out in Section 15.4.5.4
below.

15.4.5.4 Unsuccessful matching

15.4.5.4.1 Receipts
(a) In the absence of matching instructions from the Participant, upon notification from the Depositary or Other
Clearance System of the receipt of securities for the account of such Participant, securities will be credited to the
Participant’s Transit Account related to the Securities Clearance Account to which securities would be credited (in
accordance with Section 15.7.1). Such notifications, with the resulting credit to the Transit Account, are processed in
the Overnight Securities Settlement Process only The securities will remain credited to the Transit Account until:

(i) the Participant indicated as recipient accepts them by the submission of appropriate matching instructions, in
which event the securities will be credited to the Securities Clearance Account of the Participant; or
(ii) the Participant indicated as recipient refuses them, in which event Euroclear Bank will as soon as practicable
initiate the return of the securities to the depositor; or
(iii) the depositor reclaims them by submitting a request to Euroclear Bank, in which event Euroclear Bank will,
not earlier than the fifth Business Day after the credit of the securities to the Transit Account, initiate the return of
the securities to the depositor (unless the Participant agrees to an earlier return). The instruction from the
depositor must be delivered to Euroclear Bank; and any instruction delivered to a Depositary or Other Clearance
System by the depositor will be disregarded.

(b) In the event that neither (a)(i), (ii) nor (iii) occurs, on the fifth Business Day after the credit of the securities to the
Transit Account, Euroclear Bank will initiate the return of the securities to the depositor.

(c) If, in the event of (a)(ii) or (iii) above, the securities are to be returned to the depositor, the Transit Account of the
Participant indicated as recipient shall be debited as a result of the first Processing after which the return of securities
to the depositor is initiated.

(d) If, in the event of (a)(ii) or (iii) above, Euroclear Bank receives appropriate matching instructions from the
Participant indicated as recipient in sufficient time in its judgement to cease processing the return of the securities to
the depositor, Euroclear Bank will stop such processing and process the securities pursuant to the matching
instructions from the Participant.

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(e) If the depositor is a Participant and the receiving Depositary is the Specialised Depositary designated for the issue,
securities will be returned to the depositor either in the event of (a)(ii) or (iii) above, either by credit to a Securities
Clearance Account of the depositor or by a transfer or delivery of securities by the receiving Depositary (or Other
Clearance System), at the sole discretion of Euroclear Bank.

(f) Where securities have been deposited through a local clearing system, the receiving Depositary will return the
securities to the depositor to the extent possible through such local clearing system by delivery of the securities
received or, as the case may be, delivery of a corresponding amount of the same issue of securities.

(g) Where securities are received other than through a local clearing system, in the event that securities are to be
returned to the depositor, Euroclear Bank or the receiving Depositary, at the request of Euroclear Bank, will request
from the depositor instructions as to the method to be used to deliver the securities and the address to which the
securities are to be delivered. Upon the receipt of such instructions from the depositor, duly authenticated to the
satisfaction of Euroclear Bank, Euroclear Bank or the Depositary will initiate the delivery of the securities by the
requested method to the depositor at the address specified by the depositor.

(h) In the absence of instructions from the depositor, the selection of the means of delivery of the securities shall be at
the sole discretion of Euroclear Bank and shall be as described in Section 15.3.2 for deliveries of securities out of the
Euroclear System.

(i) Euroclear Bank will by means chosen at its sole discretion inform the depositor of the cost of delivery of the
securities and will initiate the delivery of the securities to the depositor (at the address specified by the depositor at the
time of deposit or to the registered address of the depositor).

15.4.5.4.2 Deliveries
(a) Where local market practice requires the matching of settlement instructions, the Depositary, if possible in
accordance with local practice, does not deliver securities unless matching has occurred.

(b) In the absence of any required matching, securities previously debited will be recredited to the relevant Securities
Clearance Account and debited to the related Transit Account

(i) for notifications of non-delivery received from the Depositary or Other Clearance System (other than through
Clearstream) during the Real-time Processing, during such Real-time Processing;
(ii) for notifications of non-delivery received at any other time, as a result of the first Processing following receipt
of the notification.

15.4.6 Selection for Processing


(a) A valid external instruction which has been matched if necessary may be selected for submission to a Processing
only if the Execution Date has been reached.

(b) A valid external instruction may be selected for submission to a Processing before notification of matching has
been received by Euroclear Bank from the relevant local market.

(c) A valid external instruction is eligible as set out in the Euroclear Documentation.

(d) If the Execution Date is not a Business Day, the instruction is selected for submission to the first eligible
Processing dated the next Business Day.

(e) Until the settlement date in a matched receipt instruction against payment has been reached, securities received by
a Depositary may be credited to a Transit Account. The securities will be debited to the Transit Account and credited
to the related Securities Clearance Account either:

(i) as a result of the first Processing after Euroclear Bank reinstates a valid matching instruction by reversing its
cancellation; or
(ii) as a result of the first Overnight Securities Settlement Processing dated not earlier than the settlement date in
the instruction.

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(f) Regardless of the settlement date indicated by the Participant in its instruction to receive securities free of payment,
the instruction may be submitted to the first Processing following confirmation of the receipt of securities from the
Depositary or Other Local Clearance System.

15.4.7 Positioning
(a) Once an external instruction has been selected for submission to a Processing, it is positioned therein in
accordance with Section 15.4.6 above taking into account the Participant’s priorities and options (see Section 12).

(b) The positioning of external receipt against payment instructions only takes place during the Real-time Processing
and not in the Overnight Securities Settlement Process.

15.4.7.1 Positioning Conditions


Positioning involves determining whether the following Positioning Conditions have been satisfied in order to allow
an external instruction to be executed.

(a) Securities positioning:

For an external delivery instruction, the Participant to be debited with securities must have sufficient available
securities of the issue standing to the credit of its Securities Clearance Account to meet the instruction. For the rules
on availability of securities, see Section 9.

(b) Cash positioning:

A Participant to be debited with cash must have in the appropriate subdivision of its Cash Account sufficient available
funds of the Settlement Currency, or sufficient provision for such funds, to meet the instruction. For the rules on
available funds, see Section 9.

(c) Collateral positioning:

A Participant to be debited with cash or securities, and using secured credit made available to it by Euroclear Bank in
its separate banking capacity, must have sufficient collateral, as determined by Euroclear Bank in its sole discretion,
to meet the instruction.

15.4.7.2 Special application of positioning rules


In ascertaining whether instructions meet the Positioning Conditions, Euroclear Bank determines whether the
instructions may be considered as System-Linked Instructions or Linked Reimbursements, as set out in Section
13.2.6.2 in the Internal settlement Section.

15.5 Successful positioning - execution


If the date on which execution is due is not a Business Day, or if the Settlement Conditions are not satisfied,
instructions are executed as a result of the first Processing thereafter, dated a Business Day, in which the Settlement
Conditions are satisfied.

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15.5.1 Receipts
(a) Unless as otherwise set out in the relevant country section of the Euroclear Documentation, if positioning is
successful, an external receipt instruction against payment is executed in the Real-time Processing in which the
instruction satisfies the Settlement Conditions:

(i) for domestic market securities, in the Real-time Processing dated such Business Day as set forth in the
relevant market section of the Euroclear Documentation; and
(ii) for international securities, in the Real-time Processing dated the Business Day preceding the
settlement date in the instruction, or if the settlement date indicated in the instruction has passed, in the
Real-time Processing during which the instruction is received, provided the instruction is received before
the Input Deadline for such Real-time Processing, or in the first Real-time Processing following receipt of
the instruction.

(b) Upon the execution of an external instruction to receive securities against payment, the amount of cash that
has been successfully positioned becomes unavailable for the execution of other instructions or operations,
notwithstanding that the corresponding debit to the Cash Account has not yet been effected.

(c) When Euroclear Bank has acted on an external instruction to receive securities against payment and cannot
revoke or reverse such action, the Participant shall have the obligation to reimburse Euroclear Bank for any
payment for such securities receipt in the local market and Euroclear Bank shall have the right to debit the
Participant’s Cash Account with the corresponding cash amount.

15.5.2 Deliveries
Unless as otherwise set out in Part II – Services or Part IV - Domestic Markets, if positioning is successful, an
external delivery instructions is executed:

(i) for domestic market securities, as a result of the first possible Processing dated such Business Day as set
forth in the relevant market section of the Euroclear Documentation; and
(ii) for international securities, as a result of the first possible Overnight Securities Settlement Processing
dated the Business Day immediately preceding the settlement date in the instruction, or if the settlement
date indicated in the instruction has passed, in the first possible Overnight Securities Settlement Processing
following receipt of the instruction.

15.6 Unsuccessful positioning


(a) If positioning is unsuccessful, no records are generated and the external instruction is not executed but
remains in the backlog of unexecuted instructions.

(b) All external instructions that remain in the backlog of unexecuted instructions continue to be entered in
subsequent Processings for which they are eligible until executed or cancelled, as set out in Sections 6.6.2 and
15.7.

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15.7 Cancellation of instructions

15.7.1 Cancellation by Euroclear Bank


(a) In addition to the general rule of cancellation in Section 6.6.1 and except as otherwise set out in the
relevant market section of the Euroclear Documentation, Euroclear Bank may cancel unexecuted instructions
that were submitted before 15 October of the previous year for settlement with a settlement date before 15
October of such year in the processing cycle dated 15 March, or the next Business Day if 15 March is not a
Business Day. Participants will be informed in advance of such cancellation. Euroclear Bank may also conduct
exceptional cleanings with cancellations of unexecuted instructions at other times as notified in advance to
Participants from time to time.
(b) Unless otherwise set out in the relevant market section of the Euroclear Documentation, external
instructions are automatically cancelled in the Euroclear System when they remain in the backlog of
unexecuted instructions at the end of the processing cycle dated the fourth Business Day following the intended
settlement date (S+4). For valid instructions, matched where necessary, received for processing after S+4, one
positioning attempt in accordance with Section 15.6(b) will be made before cancellation of the instruction.

15.7.2 Cancellation by Participants


A Participant may cancel an external instruction in accordance with the rules in Section 6.6.2 and the relevant
market section of the Euroclear Documentation.

15.8 Refusal of securities

15.8.1 Receipts
(a) Without prejudice to Section 15.4.5.4.1, the absence of previously matched instructions or the failure to
satisfy the Settlement Conditions will result in the refusal of the securities by Euroclear Bank.

(b) If tendered securities that have been received in the local market are subsequently refused, the external
instruction to receive remains in the backlog of unexecuted instructions and a securities credit entry to a
Transit Account is generated pending resolution of the issue.

15.8.2 Deliveries
(a) In the event that securities delivered out of the Euroclear System are refused by the intended recipient, the
Depositary or Other Clearance System may be instructed by Euroclear Bank to reattempt to deliver the
securities as set out in the Euroclear Documentation.

(b) Securities for which delivery is to be re-attempted in accordance with (a) above may be debited to the
Transit Account and recredited to the related Securities Clearance Account upon refusal by the intended
recipient, in which case positioning will take place before Euroclear Bank instructs the Depositary or Other
Clearance System to reattempt the delivery.

(c) If securities previously delivered out of the Euroclear System are returned to a Depositary or Other
Clearance System for the account of Euroclear Bank, and such return is reported to Euroclear Bank by a
Depositary or an Other Clearance System as a refusal, any such securities that were debited are recredited to
the Securities Clearance Account to which they were originally debited and the related Transit Account is
debited.

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(d) In the absence of refusal or upon confirmation of refusal, the securities are debited to the Transit Account
and recredited to the Securities Clearance Account.

(e) The Participant is notified of such refusal and any associated credits and debits.

15.9 Generation of records


Credits and debits resulting from the execution of an external instruction as set out below may be final or
provisional as set out in Section 8. Section 8 also sets forth the circumstances in which such credits and debits
may be reversed by Euroclear Bank.

15.9.1 Receipts
Upon receipt of notification from the Depositary, Other Clearance System or directly from the issuer’s agent
that the securities have been received for the account of Euroclear Bank, the following records are generated:

(i) a credit to the Securities Clearance Account; and


(ii) if against payment, a debit to the Cash Account.

15.9.2 Deliveries
(a) As a result of the Processing in which an external delivery instruction is successfully executed, a
provisional debit to the Securities Clearance Account and credit to the related Transit Account is generated.

(b) For instructions to deliver securities against payment, cash is credited to the Cash Account upon receipt by
Euroclear Bank of confirmation from the Depositary, Other Clearance System or the relevant issuer’s agent of
the receipt of the funds for the account of Euroclear Bank.

(c) Securities remain credited to the Transit Account until the first Processing after any of the following events
occurs:

(i) Euroclear Bank receives confirmation from the Depositary, Other Clearance System or the relevant
issuer’s agent of the delivery of the securities out of the Euroclear System;
(ii) an external delivery free of payment was executed six or more Business Days earlier and no notice of
refusal in the relevant local market has been received by Euroclear Bank; or
(iii) notification of refusal in the relevant local market has been received by Euroclear Bank. In this case, the
related Securities Clearance Account is also recredited.

15.10 Settlement

15.10.1 Receipts
Settlement of an external receipt or delivery transaction occurs in the local market in accordance with local
market rules and practice.

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15.10.2 Deliveries
(a) Settlement of an external delivery transaction occurs in the local market in accordance with local market
rules and practice.

(b) Settlement of an external delivery transaction free of payment is deemed to occur when the delivery
instruction is executed six or more Business Days earlier and no notice of refusal of settlement in the relevant
local market has been received by Euroclear Bank.

15.11 Finality
Settlement of an external receipt or delivery transaction is final when final according to local market rules and
practice.

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Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16. New issues distribution

Table of contents

16.1 Introduction ............................................................................................................................................ 1


16.2 Distribution against payment by lead manager ..................................................................................... 1
16.2.1 Conditions for use of the against payment procedure........................................................................ 2
16.2.1.1 Accounts.................................................................................................................................. 2
16.2.1.2 Credit arrangements ................................................................................................................ 2
16.2.1.3 Currencies ............................................................................................................................... 2
16.2.1.4 Preliminary information and allotment list............................................................................... 3
16.2.2 Instructions ...................................................................................................................................... 3
16.2.2.1 Settlement instructions to be provided by Participants.............................................................. 3
16.2.2.2 Settlement instructions processed from the allotment list ......................................................... 4
16.2.2.3 Split allotments and amendments to the allotment list.............................................................. 4
16.2.2.4 Unmatched instructions ........................................................................................................... 4
16.2.2.5 Fixing of the portion of the new issue to be deposited in the Euroclear System......................... 5
16.2.3 Closing of the new issue ................................................................................................................... 5
16.2.3.1 Cash payment instruction from lead manager .......................................................................... 5
16.2.3.2 Closing date............................................................................................................................. 5
16.2.3.3 Delayed closings...................................................................................................................... 5
16.2.3.4 Payment to the issuer ............................................................................................................... 6
16.2.3.5 Closing documents .................................................................................................................. 6
16.2.4 Credit control................................................................................................................................... 7
16.2.5 Processing........................................................................................................................................ 7
16.2.5.1 Distribution against payment to the allottees............................................................................ 7
16.2.5.2 Recycling................................................................................................................................. 8
16.2.5.3 New Issues Cash Account balances .......................................................................................... 8
16.3 Distribution free of payment by lead managers..................................................................................... 8
16.3.1 Conditions for use of the free of payment procedure ......................................................................... 9
16.3.1.1 Participants.............................................................................................................................. 9
16.3.1.2 Preliminary information and allotment list............................................................................... 9
16.3.2 Instructions .................................................................................................................................... 10
16.3.2.1 Instructions processed from the allotment list ........................................................................ 10
16.3.2.2 Amendments to the allotment list .......................................................................................... 10
16.3.2.3 Fixing of the portion of the new issue to be deposited in the Euroclear System....................... 10
16.3.3 Closing of the new issue................................................................................................................. 10
16.3.3.1 Closing date........................................................................................................................... 10
16.3.3.2 Delayed closings.................................................................................................................... 10
16.3.3.3 Receipt of the portion of the new issue to be deposited in the Euroclear System ..................... 10
16.3.4 Processing...................................................................................................................................... 11
16.4 Distribution of non-syndicated issues................................................................................................... 11
16.4.1 Conditions for use of the distribution procedures ............................................................................ 11
16.4.1.1 Accounts................................................................................................................................ 11
16.4.1.2 Credit arrangements .............................................................................................................. 12

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16.4.1.3 Preliminary information ........................................................................................................ 12


16.4.2 Instructions .................................................................................................................................... 13
16.4.2.1 Settlement instructions to be provided by Participants............................................................ 13
16.4.2.2 Settlement instructions to be provided by issuing agents ........................................................ 13
16.4.2.3 Deadlines for settlement instructions ..................................................................................... 13
16.4.2.4. Payment instructions............................................................................................................. 13
16.4.3 Issuance ......................................................................................................................................... 14
16.4.3.1 Issuance date ......................................................................................................................... 14
16.4.3.2 Deposit .................................................................................................................................. 14
16.4.3.3 Delayed issuance ................................................................................................................... 14
16.4.4 Processing...................................................................................................................................... 14
16.4.4.1 Timing and priorities............................................................................................................. 14
16.4.4.2 Recycling............................................................................................................................... 15
16.4.3.3 Non-syndicated distribution cash account balances ................................................................ 15
16.5 Back Value procedure .......................................................................................................................... 16
16.5.1 General Rules ................................................................................................................................ 16
16.5.2 Newly-Issued Securities that are Pre-Released by the issuer............................................................ 16
16.5.3 Newly-Issued Securities that are not fully Pre-Released by the issuer.............................................. 17

Operating Procedures
December 14, 2009
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.1 Introduction
(a) Services offered through the Euroclear System in connection with new issues (including new tranches of
existing issues) include procedures for distributing new issues, either against payment or free of payment, as
set out in this Section 16.
(b) The procedures set forth in this Section apply to distributions of securities deposited with a Common
Depositary or Common Safekeeper. The same procedures apply to distributions of securities deposited with a
Specialised Depositary or an Other Clearance System, but are subject to changes resulting from local market
practice. Participants are informed of such changes as the need arises.
(c) Unless specifically agreed by Euroclear Bank, no provision included in an indenture, fiscal agency
agreement or other documents concerning a new issue of securities which purports to require any action by
Euroclear Bank as operator of the Euroclear System or in any other capacity shall be applicable to or binding
upon Euroclear Bank. Any features of the issue requiring any action by Euroclear Bank, the Common Service
Provider, the Common Safekeeper or the Common Depositary should be drawn to the attention of Euroclear
Bank as soon as possible prior to the closing.

16.2 Distribution against payment by lead manager


(a) Securities of a new issue are distributed to allottees by internal settlement against payment during the real
time process dated closing date or as a result of the Overnight Securities Settlement Process dated the Business
Day after the closing date.
(b) Where securities of a new issue are represented by a single global certificate, either in temporary form, or
in permanent form from issuance, or as a result of the exchange of a temporary global certificate, the custody
of such global certificate will be entrusted to a Common Depositary or Common Safekeeper. If the securities
are in temporary global form, the temporary global certificate is held by the Common Depositary or Common
Safekeeper until exchanged for definitive securities in either global or individual form.
(c) The Common Depositary and Common Service Provider for each issue is selected by Euroclear Bank and
Clearstream from the list of banks with which they have agreements for such purpose. The Common
Safekeeper for each issue is either (i) a bank selected by Euroclear Bank and Clearstream from the list of banks
with which they have agreements for such purpose; or (ii) Euroclear Bank or Clearstream in its capacity as
Common Safekeeper. No bank may be a Common Depositary, Common Service Provider or Common
Safekeeper unless it has entered into such an agreement with Euroclear Bank and Clearstream. For each new
issue, Euroclear Bank will inform the lead manager or issuing agent of which Common Depositary, Common
Service Provider or Common Safekeeper has been appointed by Euroclear Bank and Clearstream to service the
securities. The lead manager or issuing agent will inform the entity in charge of the deposit of the global
certificate of the identity of the Common Depositary or Common Safekeeper.
(d) The Common Depositary or Common Service Provider is used to transfer payment to the issuer on behalf of
the lead manager against either receipt of a single global certificate or satisfactory evidence of receipt of that
portion of the issue to be deposited in the Euroclear System.
(e) When distributing a new issue through the Euroclear System, the lead manager is required to provide
Euroclear Bank and the Common Depositary or Common Service Provider with the full final issue
documentation no later than the closing.
(f) Any questions regarding documentation requirements for a new issue to be distributed through the
Euroclear System should be addressed to Euroclear Bank and not to the Common Depositary, Common Service
Provider or Common Safekeeper.

Operating Procedures 1
December 14, 2009
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.2.1 Conditions for use of the against payment procedure

16.2.1.1 Accounts
(a) A lead manager intending to distribute new issues against payment through the Euroclear System must be a
Participant and must have opened a Securities Clearance Account and a Cash Account for the purpose of such
against payment distributions. Such accounts may be in addition to other Securities Clearance Accounts and
Cash Accounts opened by the lead manager or may be the only such accounts opened by the lead manager.
(b) The Securities Clearance Account and Cash Account to be used for the distribution of new issues against
payment (the “New Issues Securities Clearance Account” and the “New Issues Cash Account”) will be
accounts of the lead manager and shall be captioned “New Issues Against Payment” for identification
purposes. Such accounts will be governed by the Terms and Conditions and by these Operating Procedures.
(c) The New Issues Securities Clearance Account and the New Issues Cash Account may be used only to
execute payments and internal settlements within the Euroclear System and in connection with these against
payment distribution procedures. They may not be used for any other types of transactions, including but not
limited to, free of payment transfers within the Euroclear System and deliveries outside the Euroclear System.
(d) The lead manager will be liable for all debit balances in such New Issues Cash Account to the same extent
as for any other Cash Account opened by Euroclear Bank in connection with the Euroclear System.
(e) Unless otherwise agreed by Euroclear Bank, each lead manager will use the same New Issues Securities
Clearance Account and New Issues Cash Account to distribute all new issues to which these against payment
procedures apply.
(f) New Issues Securities Clearance Accounts are not published in the Directory of Participant, Counterparty
and Correspondent Codes; consequently, for each new issue to be distributed against payment, the lead
manager must notify the allottees of the account numbers to be used.
(g) Lead managers becoming Participants solely in order to use the new issues distribution procedure may
request that their names not appear in the Directory of Participant, Counterparty and Correspondent Codes.
(h) Allottees electing to receive their allotments in the Euroclear System under this procedure must also be
Participants.

16.2.1.2 Credit arrangements


(a) Each lead manager intending to use this procedure must have established satisfactory credit arrangements
for this purpose with Euroclear Bank, in its separate banking capacity, or have made other satisfactory credit
arrangements to make funds available to pay the issuer.
(b) Subject to the terms of any such credit arrangements, the lead manager may request Euroclear Bank to
advance funds to the lead manager for payment of the new issue prior to settlement of the distribution in the
Euroclear System, and/or to finance, for the account of the lead manager, any difference between the
subscription payments actually collected from Participants receiving the newly-issued securities from the lead
manager and the amount due from such Participants in respect of such securities.

16.2.1.3 Currencies
Any one of the Settlement Currencies may be used as the currency in which the payments for a particular new
issue under these distribution procedures are processed.

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Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.2.1.4 Preliminary information and allotment list


(a) As soon as possible, but no later than three Business Days prior to the scheduled closing date, the lead
manager must communicate to Euroclear Bank, all details which Euroclear Bank may request in connection
with the issue and the use of this procedure including, without limitation, the information to be provided upon
requesting the acceptance of the issue and the allocation of a Security Code.
(b) A lead manager may authorise allottees to take delivery of part of their allotments in a particular new issue
in the Euroclear System and part in Clearstream. Primary delivery as part of the Euroclear Bank allotment to
counterparties in Clearstream over the Bridge is not permitted. If such split allotments are to be authorised by
the lead manager, such authorization must be included with the preliminary information submitted.
(c) Information about the planned date and place of closing and proposed instructions for payment to the issuer
and documentation on the new issue must be sent as soon as possible to Euroclear Bank.
(d) Euroclear Bank must receive, as soon as possible and in any event prior to the closing, the following items
of documentation, in draft and final forms:
(i) a sample offering or invitation memorandum, if any;
(ii) a sample allotment list including delivery instructions to allottees;
(iii) the offering circular or issue prospectus;
(iv) the fiscal agency, indenture, depositary or other agreement, including the text of any required form of
ownership certification in connection with exchanges, redemptions of and interest payments on global
securities, interest payments and rights attached to the issue;
(v) confirmation as to the tax status of the issue, including the text of required form of ownership
certification for tax purposes.
Such documents in (i) to (v) above are needed for reference but cannot be reviewed in detail by Euroclear
Bank.
(e) As soon as possible after attribution of allotments, but no later than 19:45 on the third Business Day prior
to the scheduled closing date, the lead manager must provide to Euroclear Bank by SWIFT or fax a complete
allotment list for that part of the issue to be distributed in the Euroclear System. Failure to submit the
allotment list may, in Euroclear Bank’s sole discretion, result in cancellation of the distribution through the
Euroclear System.
(f) The lead manager must promptly notify allottees of all necessary details in connection with the against
payment procedure. Such notification should include the requirement to elect to receive their allotments
through the Euroclear System or through Clearstream by submitting appropriate instructions to Euroclear
Bank or to Clearstream. Any timetable delivered to allottees must conform to the timetable confirmed to the
lead manager by Euroclear Bank.

16.2.2 Instructions

16.2.2.1 Settlement instructions to be provided by Participants


(a) Participants electing to receive allotments in the Euroclear System must submit to Euroclear Bank
appropriate internal receipt against payment instructions no later than 19:45 on the third Business Day prior to
the scheduled closing date. Such instructions may be sent by Euclid, SWIFT or by tested telex.
(b) After such deadline, allottees may not cancel such instructions to receive in connection with the distribution
against payment of the new issue, whether they are matched or unmatched.

Operating Procedures 3
August 21, 2006
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.2.2.2 Settlement instructions processed from the allotment list


(a) The submission of the allotment list constitutes a request by the lead manager to Euroclear Bank to prepare
internal delivery against payment instructions for transfer on the scheduled closing date of the nominal amount
of the issue specified for each allottee from the New Issues Securities Clearance Account of the lead manager
to a Securities Clearance Account of such allottee, against payment to the New Issues Cash Account of the lead
manager of the cash amount specified for such allottee.
(b) Upon receipt of an internal receipt instruction from a Participant whose name appears on the allotment list
which corresponds exactly to the entry in the allotment list, Euroclear Bank will input a matched internal
delivery instruction with a counterparty being the particular Securities Clearance Account of such Participant
noted in its internal receipt instruction. Such internal delivery instruction will be prepared in conformity with
the allotment list submitted by the lead manager.

16.2.2.3 Split allotments and amendments to the allotment list


(a) In the event that certain allottees elect to split their allotments between the Euroclear System and
Clearstream which results in the internal receipt instruction from such allottees not matching the allotment list
received from the lead manager, the lead manager will be responsible for submitting an amendment to the
allotment list by SWIFT or fax.
(b) The final amendments to the allotment list must be received by Euroclear Bank, no later than 10:00 on the
second Business Day prior to the scheduled closing date.
(c) The submission of any amendment to the allotment list constitutes a request by the lead manager to
Euroclear Bank to prepare internal delivery instructions in conformity with such list as thereby amended.

16.2.2.4 Unmatched instructions


(a) At the latest on the third Business Day prior to the scheduled closing date, the lead manager must
determine which allottees have failed to submit instructions to receive their allotments in the Euroclear System
or in Clearstream, and must identify any internal receipt instruction received by Euroclear Bank which has not
matched because of split allotments, if permitted, or for any other reason.
(b) Pursuant to this determination, at the latest at 10:00 on the second Business Day prior to the scheduled
closing date, Euroclear Bank will accept:
(i) from the lead manager, SWIFT or fax amendments to the allotment list in respect of any unmatched
instructions existing at the time or SWIFT or fax instructions requesting Euroclear Bank to input internal
delivery instructions in accordance with the allotment list as theretofore amended, to transfer securities of
the issue to Participants which have not yet submitted internal receipt instructions; and
(ii) from Participants, SWIFT, Euclid or fax internal receipt instructions to receive their allotments against
payment in the Euroclear System, if they have failed to submit internal receipt instructions previously, or
SWIFT, Euclid or fax instructions modifying any previously submitted internal receipt instructions.
(c) By no later than 10:00 on the second Business Day prior to the scheduled closing date, the lead manager
must instruct the against payment transfer out of the New Issues Securities Clearance Account of the portion of
the issue which the lead manager desires to be deposited in the Euroclear System and for which no internal
receipt instructions have been received or which for any other reason are not covered by matched internal
receipt instructions and internal delivery instructions. For this purpose, Euroclear Bank will accept internal
receipt instructions and internal delivery instruction by SWIFT or fax from the lead manager, representing
against payment transfers from the New Issues Securities Clearance Account to one of the lead manager’s
other Securities Clearance Accounts, or, if the New Issues Securities Clearance Account is the lead manager’s
only Securities Clearance Account, to another Participant’s Securities Clearance Account.

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Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.2.2.5 Fixing of the portion of the new issue to be deposited in the Euroclear
System
(a) At 11:00 on the second Business Day prior to the scheduled closing date, Euroclear Bank will establish,
and will subsequently communicate by SWIFT to the lead manager, the aggregate nominal amount of the issue
to be deposited in the Euroclear System.
(b) Once fixed, the portions to be deposited in the Euroclear System may not be changed. If a particular
allottee wishes to modify its initial election after the above fixing, it must receive the allotment as originally
elected, and subsequently submit an instruction to debit or credit its Securities Clearance Account and deliver
or receive all or part of the allotment in accordance with its modified election (including, for example, delivery
against payment from or to an account in Clearstream).
(c) The execution of such deliveries is subject to the Settlement Conditions and timings described in the
Operating Procedures for internal settlement, and Bridge settlement, other than new issues distributions.

16.2.3 Closing of the new issue

16.2.3.1 Cash payment instruction from lead manager


(a) At the latest by 10:00 on the first Business Day prior to the date of the closing or pre-closing ceremony the
lead manager must send to Euroclear Bank by Euclid or SWIFT, instructions to debit its New Issues Cash
Account and to pay to the Common Depositary or Common Service Provider for payment to the issuer or its
agent on the closing date and under Value Date of the closing date, subject to the completion of the closing, an
amount up to the amount to be collected from the allottees for distribution of the new issue through the
Euroclear System.
(b) Besides the Value Date and the number of the Cash Account to be debited, such instructions shall include
either the Bank Identifier Code (B.I.C.) or the full name and location of the bank to which the payment to the
Common Depositary or Common Service Provider is to be made.
(c) Based on such instruction, Euroclear Bank will instruct its relevant Cash Correspondent to pay the
Common Depositary or Common Service Provider on the closing date. The execution of this payment on the
closing date is subject to the lead manager giving the proper instructions and meeting all other conditions of
Section 16.2.3.5.

16.2.3.2 Closing date


The closing must take place on a day which is:
(i) a Business Day;
(ii) a business day at Clearstream;
(iii) a business day in the country of the currency in which the payment to the issuer is to be made, which
must be a business day both in the city of the Cash Correspondent and in the city of the correspondent of
the Common Depositary or Common Service Provider; and
(iv) a business day in the locality in which the closing takes place.

16.2.3.3 Delayed closings


(a) In the event of a postponement, delay or cancellation of the closing, the lead manager must notify Euroclear
Bank and the Common Depositary or Common Service Provider and Common Safekeeper as soon as possible,
and if applicable, notify Euroclear Bank and the Common Depositary, Common Service Provider and Common
Safekeeper of the rescheduled closing. Any such postponement or delay will postpone or delay the distribution
of the new issue through the Euroclear System until the rescheduled closing date.

Operating Procedures 5
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Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

(b) Neither Euroclear Bank nor the Common Depositary, Common Service Provider and Common Safekeeper
accepts any liability for any postponement, delay or cancellation of closing or distribution.
(c) The lead manager shall be liable for any interest loss sustained:
(i) in the event that Euroclear Bank made funds available for payment on the closing date, and Euroclear
Bank or the Common Depositary or Common Service Provider is informed that the closing will not occur,
or will be delayed to a moment which, in the sole judgement of Euroclear Bank, does not permit Euroclear
Bank to invest, or cause to be invested, such unpaid funds in any relevant money market; or
(ii) because of the failure of the parties to the closing to adhere to any of the timing, documentation or other
requirements of these procedures.

16.2.3.4 Payment to the issuer


(a) On behalf of, and as instructed by, the lead manager, Euroclear Bank will instruct the Common Depositary,
Common Service Provider or other representative to make payment to the issuer for the new issue to be
distributed through the Euroclear System only against receipt of securities representing the new issue. Closing
must be timed so that allocation of receipt of the issue is received by Euroclear Bank no later than 18:00 on the
closing date.
(b) The lead manager acknowledges and agrees that in providing payment to the issuer on behalf of Euroclear
Bank, the Common Depositary or Common Service Provider acts as sub-agent on behalf of such lead manager.
Accordingly, the lead manager hereby accepts that it bears the risk of default or insolvency of such Common
Depositary or Common Service Provider under circumstances where such Common Depositary or Common
Service Provider would have received funds to pay the issuer from Euroclear Bank but would not yet have
made effective payment to the issuer. If the lead manager for a particular issuance does not feel comfortable
assuming this risk with respect to a particular Common Depositary, such lead manager should advise
Euroclear Bank and request that a different Common Depositary be appointed for such issuance
(c) Further telephone confirmation at the closing of receipt of funds in an account of the issuer other than the
Common Depositary or Common Service Provider causes delay in the completion of the closing and may
prevent timely distribution of allotments to allottees and, therefore, cannot be accommodated.
(d) Any payment arrangements other than as described above must be discussed with Euroclear Bank and
agreed in writing in advance.

16.2.3.5 Closing documents


(a) At the closing, the Common Depositary or Common Service Provider will deliver to the lead manager
and/or the issuer a receipt for the global security if requested and documentation confirming that the payment
of the aggregate amount due has been initiated in accordance with the instructions of the lead manager.
(b) The documentation above constitutes evidence of payment by the Common Depositary or Common Service
Provider.
(c) The Common Safekeeper will deliver to the issuing agent a receipt for the global security.
(d) Neither Euroclear Bank in its capacity as operator of the Euroclear System nor the Common Depositary,
Common Safekeeper or Common Service Provider in its capacity as such will be a party to any other
documents in connection with the distribution of a new issue through the Euroclear System.

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Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.2.4 Credit control


(a) At the start of the Real-time Processing on the date of the closing or pre-closing ceremony Euroclear Bank
will examine the Cash Account of each Participant that has submitted a matched internal receipt instruction
for the new issue and will establish the availability of funds, or provision for funds, for the execution of such
internal receipt instruction. Any such available funds, or provision for funds, may be reserved by Euroclear
Bank, in its sole discretion, for the execution of such matched internal receipt instructions for a new issue and
become unavailable for the execution of other instructions or operations in the Real-time Processing.

(b) In the event that several new issues are to be distributed to a Participant on a closing date, the examination
of the availability of funds or provisions for funds shall be made in descending order of the nominal amount of
the allotments.
(c) This credit control will result in the allocation of priorities used in the processing of the distribution, as
follows:
(i) level 1 priority, to matched internal receipt instructions with Participants showing adequate availability
of funds or credit with Euroclear Bank in its separate banking capacity;
(ii) level 2 priority, to matched internal receipt instructions with Participants which do not show adequate
availability of funds, or credit with Euroclear Bank in its separate capacity.
(d) Following this credit control, Euroclear Bank will report to the lead manager the aggregate nominal
amount of matched internal receipt instructions allocated level 2 priority.
(e) Any Participant with respect to which an internal receipt instruction is allocated a level 2 priority,
authorises Euroclear Bank to communicate its name to the lead manager, if the lead manager so requests.
(f) Following Euroclear Bank’s report to the lead manager concerning instructions allocated a level 2 priority,
the lead manager may, subject to Euroclear Bank’s prior approval, confirm its payment instructions or amend
such instructions by reducing the amount to be paid to the Common Depositary or Common Service Provider.

16.2.5 Processing

16.2.5.1 Distribution against payment to the allottees


(a) Upon receipt of the confirmation that the Common Depositary or Common Safekeeper has received the
portion of the new issue to be deposited in the Euroclear System and at the latest during the Overnight
Securities Settlement Process dated the Business Day after the closing date, Euroclear Bank will process the
internal receipt instructions for transfers against payment from the lead manager’s New Issues Securities
Clearance Account to the allottees’ Securities Clearance Accounts, subject to the Settlement Conditions and as
set forth in this Section 16.2.5.1., and any other necessary conditions.
(b) All internal receipt instructions for transfers against payment from a New Issues Securities Clearance
Account will be given priority over any other receipts of securities against payment.
(c) Securities of the new issue covered by matched internal receipt instructions assigned a level 1 priority will,
subject to the continued availability of sufficient cash or credit with Euroclear Bank in its separate banking
capacity, be transferred against payment from the New Issues Securities Clearance Account.
(d) Securities of the new issue covered by matched internal receipt instructions assigned a level 2 priority, will
not be transferred against payment from the New Issues Securities Clearance Account unless sufficient cash or
credit with Euroclear Bank in its separate banking capacity becomes available at the latest during the
Overnight Securities Settlement Process dated the Business Day after the closing date.
(e) In the event that several new issues are to be distributed against payment as a result of an Overnight
Securities Settlement Processing to a Participant with matched internal receipt instructions for such issues
assigned a level 2 priority, allocation of priority for settlement of such internal receipt instructions will be in
descending order of the nominal amount of the allotments (i.e. the larger the nominal amount, the higher the
order of processing).

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Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.2.5.2 Recycling
(a) The selection of instructions which remain unsettled after the Overnight Securities Settlement Process in
which the distribution was first processed and which are eligible for following Real-time Processings may
occur irrespective of whether the instructions include the Daylight Indicator.
(b) Any internal receipt instruction allocated a level 2 priority and remaining unsettled after the Overnight
Securities Settlement Process dated the Business Day after the closing date will retain such level 2 priority in
subsequent Overnight Securities Settlement Processes, subject to such instructions remaining present and
matched.

16.2.5.3 New Issues Cash Account balances


(a) In the event that there is a positive balance in the New Issues Cash Account after the closing date, the lead
manager must give instructions to pay under Value Date not earlier than the closing date, in a single payment,
an amount equal to such positive balance to one of its Cash Accounts, if any, other than the New Issues Cash
Account, or to a bank designated by the lead manager.
(b) Any debit balance in the New Issues Cash Account attributable to the payment for a particular new issue
represents the shortfall between the amount of the payment to the Common Depositary or Common Service
Provider on the closing date and the amount collected from the allottees by settlements against payment for
such issue. Such debit balance represents a borrowing by the lead manager from Euroclear Bank.
(c) This borrowing is payable upon demand and unless repayment is demanded by Euroclear Bank at an earlier
time, such debit balance must be repaid at the latest on the tenth Business Day following the closing date.
(d) The debit balance may be repaid by the execution at the latest as a result of the Overnight Securities
Settlement Process dated the tenth Business Day after the closing date by transferring any remaining
undistributed portion of the new issue from the New Issues Securities Clearance Account to another Securities
Clearance Account, against payment of an amount equal to the debit balance in the New Issues Cash Account.

16.3 Distribution free of payment by lead managers


(a) Securities of a new issue are distributed to allottees by internal settlement free of payment during the real
time process on closing date or at the latest as a result of the Overnight Securities Settlement Process dated the
Business Day after the closing date.
(b) Under this free of payment procedure, the lead manager controls the collection of subscription amounts
separately from the distribution process, receives the portion of the issue to be deposited in the Euroclear
System at a Depositary free of payment and instructs Euroclear Bank to transfer securities to the allottees.
(c) Where securities of a new issue are represented by a single global certificate, either in temporary or
permanent form from issuance, or as the result of the exchange of a temporary global certificate, the custody of
such global certificate will be entrusted to a Common Depositary or Common Safekeeper. If the securities are
in temporary global form, the temporary global certificate is held by the Common Depositary or Common
Safekeeper until exchanged for definitive securities in either global or individual form.
(d) The Common Depositary or Common Safekeeper for each issue is selected by Euroclear Bank and
Clearstream from the list of banks with which they have agreements for such purpose. The Common
Safekeeper for each issue is either (i) a bank selected by Euroclear Bank and Clearstream from the list of banks
with which they have agreements for such purpose; or (ii) Euroclear Bank or Clearstream in its capacity as
Common Safekeeper. No bank may be a Common Depositary, Common Service Provider or Common
Safekeeper unless it has entered into such an agreement with Euroclear Bank and Clearstream. For each new
issue, Euroclear Bank will inform the lead manager or issuing agent of which Common Depositary, Common
Service Provider or Common Safekeeper has been appointed by Euroclear Bank and Clearstream to service the
securities. The lead manager or issuing agent will inform the entity in charge of the deposit of the global
certificate of the identity of the Common Depositary or Common Safekeeper.

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Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

(e) When distributing a new issue through the Euroclear System, the lead manager is required to provide
Euroclear Bank and the Common Depositary or Common Service Provider with the full final issue
documentation no later than the closing.
(f) Any questions regarding documentation requirements for a new issue to be distributed through the
Euroclear System should be addressed to Euroclear Bank and not to the Common Depositary, Common Service
Provider or Common Safekeeper.

16.3.1 Conditions for use of the free of payment procedure

16.3.1.1 Participants
Allottees electing to receive their allotments in the Euroclear System under this procedure must be
Participants.

16.3.1.2 Preliminary information and allotment list


(a) As soon as possible, but no later than three Business Days prior to the scheduled closing date, the lead
manager must communicate to Euroclear Bank, all details which Euroclear Bank may request in connection
with the issue and the use of this procedure including, without limitation, the information to be provided upon
requesting the acceptance of the issue and the allocation of a Security Code.
(b) A lead manager may authorise allottees to take delivery of part of their allotments in a particular new issue
in the Euroclear System and part in Clearstream. If such split allotments are to be authorised by the lead
manager, such authorization must be included with the preliminary information submitted.
(c) Information about the planned date and place of closing and documentation on the new issue must be sent
as soon as possible to Euroclear Bank.
(d) Euroclear Bank must receive, as soon as possible and in any event prior to the closing, the following items
of documentation, in draft and final forms:
(i) a sample offering or invitation memorandum;
(ii) a sample allotment list including delivery instructions to allottees;
(iii) the offering circular or issue prospectus;
(iv) the fiscal agency, indenture, depositary or other agreement, including the text of any required form of
ownership certification in connection with exchanges, redemptions of an interest payments on global
securities, interest payments and rights attached to the issue;
(v) confirmation as to the tax status of the issue, including the text of any required form of ownership
certification for tax purposes.
Such documents in (i) to (v) above are needed for reference but cannot be reviewed in detail by Euroclear
Bank.
(e) As soon as possible after attribution of allotments, but no later than 19:45 on the third Business Day prior
to the scheduled closing date, the lead manager must provide to Euroclear Bank in writing, preferably by
SWIFT or fax, a complete allotment list for that part of the issue to be distributed in the Euroclear System.
Failure to submit the allotment list may, in Euroclear Bank's sole discretion, result in cancellation of the
distribution through the Euroclear System.
(f) The lead manager must notify allottees of all necessary details in connection with the free of payment
procedure. Such notification should include the requirement for allottees to notify the lead manager promptly
as to whether they elect to receive their allotments free of payment through the Euroclear System or
Clearstream. Any timetable delivered to allottees must conform to the timetable confirmed to the lead manager
by Euroclear Bank.

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16.3.2 Instructions

16.3.2.1 Instructions processed from the allotment list


The submission of the allotment list constitutes a request by the lead manager to Euroclear Bank to prepare
internal transfer free of payment instructions for transfer on the scheduled closing date of the nominal amount
of the issue specified for each allottee to a Securities Clearance Account of such allottee.

16.3.2.2 Amendments to the allotment list


(a) The final amendments to the allotment list must be received by Euroclear Bank, no later than 10:00 on the
second Business Day prior to the scheduled closing date.
(b) The submission of any amendment to the allotment list constitutes a request by the lead manager to
Euroclear Bank to prepare internal transfer free of payment instructions in conformity with such lists as
thereby amended.

16.3.2.3 Fixing of the portion of the new issue to be deposited in the Euroclear
System
Euroclear Bank will establish, and will communicate by SWIFT to the lead manager, the nominal amount of
the portion of the issue to be deposited in the Euroclear System.

16.3.3 Closing of the new issue

16.3.3.1 Closing date


(a) The closing must take place on a day which is:
(i) a Business Day,
(ii) a business day at Clearstream, and
(iii) a business day in the locality in which the closing takes place.
(b) Closing must be timed so that allocation of receipt of the issue is received by Euroclear Bank no later than
18:00 on the closing date; in particular, the issuer or its agent must deliver securities duly authenticated, to the
Common Depositary or Common Safekeeper on the closing date for deposit in the Euroclear System.

16.3.3.2 Delayed closings


(a) In the event of a postponement, delay or cancellation of the closing, the lead manager must notify Euroclear
Bank and the Common Depositary or Common Safekeeper and Common Service Provider as soon as possible,
and if applicable, notify Euroclear Bank and the Common Depositary, or Common Safekeeper and Common
Service Provider of the rescheduled closing. Any such postponement or delay will postpone or delay the
distribution of the new issue through the Euroclear System until the rescheduled closing date.
(b) Neither Euroclear Bank nor the Common Depositary, Common Service Provider or Common Safekeeper
accept any liability for any postponement, delay or cancellation of closing or distribution.

16.3.3.3 Receipt of the portion of the new issue to be deposited in the Euroclear
System
The Common Depositary, Common Safekeeper or other representative of Euroclear Bank at the closing will
receive that portion of the new issue to be deposited in the Euroclear System and will notify Euroclear Bank of
such receipt.

10 Operating Procedures
December 14, 2009
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.3.4 Processing
Following the receipt of the confirmation that the Common Depositary or Common Safekeeper has received
the portion of the new issue to be deposited in the Euroclear System and completion of any other necessary
conditions, Euroclear Bank will process, subject to the Settlement Conditions, the internal transfer free of
payment instructions and credit the securities of the new issue to the allottees' Securities Clearance Accounts.

16.4 Distribution of non syndicated issues


(a) Three procedures are available for the distribution of non-syndicated new issues:
(i) prerelease (against payment and free of payment),
(ii) same-day (against payment and free of payment), and
(iii) backvalue (against payment and free of payment).
(b) Where securities of a new issue are represented by a single global certificate, either in temporary form, or
in permanent form from issuance, or as the result of the exchange of a temporary global certificate, the custody
of such global certificate will be entrusted to a Common Depositary or Common Safekeeper. If the securities
are in temporary global from, the temporary global certificate is held by the Common Depositary or Common
Safekeeper until exchanged for definitive securities in either global or individual form.
(c) The Common Depositary or Common Service Provider for each issue is selected by Euroclear Bank and
Clearstream from the list of banks with which they have agreements for such purpose. The Common
Safekeeper for each issue is either (i) a bank selected by Euroclear Bank and Clearstream from the list of banks
with which they have agreements for such purpose; or (ii) Euroclear Bank or Clearstream in its capacity as
Common Safekeeper. No bank may be a Common Depositary, Common Service Provider or Common
Safekeeper unless it has entered into such an agreement with Euroclear Bank and Clearstream. For each new
issue, Euroclear Bank will inform the lead manager or issuing agent of which Common Depositary, Common
Service Provider or Common Safekeeper has been appointed by Euroclear Bank and Clearstream to service the
securities. The lead manager or issuing agent will inform the entity in charge of the deposit of the global
certificate of the identity of the Common Depositary or Common Safekeeper.
(d) When distributing a non-syndicated new issue through the Euroclear System, the issuing agent is required
to provide Euroclear Bank with the full final documentation (including pricing supplement or final terms) no
later than the issuance date.
(e) Any questions regarding documentation requirements for a new issue to be distributed through the
Euroclear System should be addressed to Euroclear Bank and not to the Common Depositary, Common Service
Provider or Common Safekeeper.

16.4.1 Conditions for use of the distribution procedures

16.4.1.1 Accounts
(a) An issuing agent intending to distribute non-syndicated new issues through the Euroclear System must be a
Participant and must have opened a Securities Clearance Account and a Cash Account for the purpose of such
distributions. Such accounts may be in addition to other Securities Clearance Accounts and Cash Accounts
opened by the issuing agent or may be the only such accounts opened by the issuing agent.
(b) The Securities Clearance Account and Cash Account to be used for the distribution of non-syndicated new
issues will be accounts of the issuing agent and shall be captioned new issues non-syndicated distribution
account for identification purposes. Such accounts will be governed by the Terms and Conditions and by these
Operating Procedures.

Operating Procedures 11
December 14, 2009
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

(c) The new issues non-syndicated distribution account may be used only to execute payments and internal and
Bridge settlements in connection with these distribution procedures. They may not be used for any other types
of transactions, including but not limited to deliveries outside the Euroclear System other than Bridge
settlements.
(d) The issuing agent will be liable for all debit balances in its new issues non-syndicated distribution to the
same extent as for any other Cash Account opened by Euroclear Bank in connection with the Euroclear
System.
(e) Unless otherwise agreed by Euroclear Bank, each issuing agent will use the same new issues non-
syndicated distribution account to distribute all new issues to which these procedures apply.
(f) New issues non-syndicated distribution account are not published in the Directory of Participant,
Counterparty and Correspondent Codes; consequently, for each issuance of short- and medium-term
instruments to be distributed under these procedures the issuing agent must notify the dealers of the account
number to be used.
(g) Issuing agents becoming Participants solely in order to use the non-syndicated distribution procedures may
request that their names not appear in the Directory of Participant, Counterparty and Correspondent Codes.
(h) Dealers electing to receive in the Euroclear System under these non-syndicated distribution procedures
must also be Participants.

16.4.1.2 Credit arrangements


(a) Each issuing agent intending to distribute instruments against payment under these procedures must have
established satisfactory credit arrangements for this purpose with Euroclear Bank, in its separate banking
capacity, or have made other satisfactory credit arrangements to make funds available to pay the issuer.
(b) Subject to the terms of any such credit arrangements, the issuing agent may request Euroclear Bank to
advance funds to the issuing agent for payment of the new issue prior to settlement of the distribution in the
Euroclear System, and/or to finance, for the account of the issuing agent, any difference between the
subscription payments actually collected from Participants receiving the newly-issued securities from the
issuing agent and the amount due from such Participants in respect of such securities.

16.4.1.3 Preliminary information


(a) As soon as possible, but no later than ten Business Days prior to the scheduled date of the first issuance
under a program for a non-syndicated issuance, the issuing agent must communicate to Euroclear Bank, all
details which Euroclear Bank may request in connection with the program and the use of these procedures
including, without limitation, the information to be provided upon requesting the acceptance of the program
and the allocation of a Security Code.
(b) Euroclear Bank must receive, as soon as possible and in any event prior to the issuance date of security
issued using these non-syndicated distribution procedures (including each drawdown under a program
previously accepted by Euroclear Bank), the following items of documentation, in draft and final forms:
(i) the pricing supplement;
(ii) the paying agency or other agreement, including the text of any required form of ownership certification
in connection with exchanges, redemptions of and interest payments on global securities, interest payments
and rights attached to the issue; and
(iii) confirmation as to the tax status of the issue, including the text of any required form of ownership
certification for tax purposes.
Such documents in (i) to (iii) above are needed for reference but cannot be reviewed in detail by Euroclear
Bank.
(c) A program reference number is allocated upon acceptance of the program for deposit in, and distribution
through, the Euroclear System of issues under such program.

12 Operating Procedures
December 14, 2009
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

(d) The issuing agent must promptly notify dealers of all necessary details in connection with these distribution
procedures. Such notification should include the requirement to elect to receive their securities through the
Euroclear System or through Clearstream by submitting appropriate instructions to Euroclear Bank or to
Clearstream. Any timetable delivered to dealers must conform to these procedures.

16.4.2 Instructions

16.4.2.1 Settlement instructions to be provided by Participants


(a) Participants electing to receive securities via these non-syndicated distribution procedures in the Euroclear
System must submit to Euroclear Bank appropriate internal or Bridge receipt instructions against payment or
free of payment as applicable. Such instructions may be sent by Euclid, SWIFT or, with the exception of
instructions for the same-day procedure, tested telex.
(b) Notwithstanding the requirements set out in Section 13.2.5 to include a Daylight Indicator, an internal
instruction to receive short- and medium-term instruments under the same-day procedure is eligible for
processing in the automatic settlement window of the Real-time Processing whether or not it includes such
Daylight Indicator. Such an internal instruction is not eligible for the optional settlement window of the Real-
time Processing unless it includes a Daylight Indicator.

16.4.2.2 Settlement instructions to be provided by issuing agents


Issuing agents distributing securities via these non-syndicated distribution procedures into the Euroclear
System must submit to Euroclear Bank appropriate internal or Bridge delivery instructions, against payment or
free of payment as applicable. Such instructions may be sent by Euclid, SWIFT or, with the exception of
instructions for the same-day procedure, tested telex.

16.4.2.3 Deadlines for settlement instructions


(a) The settlement instructions to be provided by Participants and by issuing agents under the prerelease and
backvalue distribution procedures must be received by Euroclear Bank by 10:00 if by tested telex, fax or free
format SWIFT or must be validated by 19:45 if by Euclid or formatted SWIFT, as follows:
(i) for distributions using the prerelease procedure, on the Business Day prior to the issuance date,
(ii) for distributions using the backvalue procedure, on the issuance date.
(b) The settlement instructions to be provided by Participants and by the issuing agent under the same-day
procedure must be received by Euroclear Bank by Euclid or SWIFT on the issuance date by such time as
separately published by Euroclear Bank.

16.4.2.4 Payment instructions


(a) For distributions against payment, the issuing agent must send to Euroclear Bank instructions to debit its
new issues non-syndicated distribution account and to pay to the issuer or its agent on the issuance date and
under Value Date of the issuance date in a single payment, an amount up to the amount to be collected from
the dealers for distribution of the new issue through the Euroclear System.
(b) Instructions for such payment must be sent as set forth in the Euroclear Documentation and within the
deadlines set forth therein for the relevant currency and means of communication.

Operating Procedures 13
December 14, 2009
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.4.3 Issuance

16.4.3.1 Issuance date


The issuance must take place on a day which is:
(i) a Business Day;
(ii) a business day at Clearstream;
(iii) a business day in the country of the currency in which the payment to the issuer is to be made, which
must be, for distributions against payment, a business day in the city of the Cash Correspondent; and
(iv) a business day in the locality in which the issuance takes place.

16.4.3.2 Deposit
(a) Issuance and deposit must be timed so that allocation of receipt of the issue is received by Euroclear Bank
no later than 20:30, as follows:
(i) for distributions using the prerelease procedure, on the Business Day prior to the issuance date,
(ii) for distributions using the backvalue procedure, on the issuance date,
in particular, the issuer or its agent must deliver securities duly authenticated, to the Common Depositary or
Common Safekeeper one Business Day prior to or on the issuance date for deposit in the Euroclear System.
(b) For distributions using the same-day procedure, the duly authenticated securities must be deposited with the
Common Depositary or Common Safekeeper on the issuance date sufficiently early in the day (as determined
by the Common Depositary or Common Safekeeper) to enable the Common Depositary or Common Safekeeper
to confirm the credit of the securities before such deadline as required by Euroclear Bank.

16.4.3.3 Delayed issuance


(a) In the event of a postponement, delay or cancellation of the issuance, the issuing agent must notify
Euroclear Bank and the Common Depositary or Common Safekeeper and Common Service Provider as soon as
possible, and if applicable, notify Euroclear Bank and the Common Depositary or Common Safekeeper and
Common Service Provider of the rescheduled issuance. Any such postponement or delay will postpone or
delay the distribution of the new issue through the Euroclear System until the rescheduled issuance date.
(b) Neither Euroclear Bank nor the Common Depositary or Common Safekeeper and Common Service
Provider accept any liability for any postponement, delay or cancellation of issuance or distribution.

16.4.4 Processing

16.4.4.1 Timing and priorities


(a) Upon receipt of the confirmation that the Common Depositary or Common Safekeeper has received the
instruments to be deposited in the Euroclear System and completion of any other necessary conditions,
Euroclear Bank will, for distributions using the prerelease or backvalue procedures, process in the Overnight
Securities Settlement Process next following such confirmation, subject to the Settlement Conditions and as set
forth in this Section 16.4.4.1, internal receipt and delivery and Bridge delivery instructions, against payment or
free of payment as applicable.
(b) All internal receipt instructions for transfers against payment from a new issues non-syndicated distribution
account are assigned a level 2 priority and will be given priority over any other receipts of securities against
payment, except receipts of securities against payment from New Issues Securities Clearance Accounts, in each
Overnight Securities Settlement Process.
(c) Securities of the new issue covered by matched internal receipt instructions assigned a level 2 priority will
not be transferred against payment from the new issues non-syndicated distribution account unless sufficient
cash or credit with Euroclear Bank in its separate banking capacity becomes available by or during the
Overnight Securities Settlement Process through which the distribution is processed.

14 Operating Procedures
December 14, 2009
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

(d) In the event that several issuances are to be distributed against payment as a result of an Overnight
Securities Settlement Processing to a Participant with matched receipt instructions for such issues assigned a
level 2 priority, allocation of priority for settlement of such internal receipt instructions during such Overnight
Securities Settlement Processing will be in descending order of the nominal amount of receipt instructions (i.e.,
the larger the nominal amount, the higher the order of processing).
(e) Any instructions for a new issues distribution which are eligible for Real-time Processing, are processed in
accordance with Section 12 and executed subject to the Settlement Conditions.
(f) Upon receipt of confirmation that the Common Depositary or Common Safekeeper has received the
instrument to be deposited in the Euroclear System and completion of any other necessary conditions,
Euroclear Bank will, for distributions using the same-day procedure, process in the Real-time Processing where
such confirmation is received, subject to the Settlement Conditions and as set forth in this Section 16.4.4.1, the
related internal receipt and delivery and Bridge delivery instructions, against payment or free of payment as
applicable.

16.4.4.2 Recycling
(a) With the exception of distributions using the pre-release procedure where the instruments to be distributed
have not been deposited by the issuing agent as required in Section 16.4.3.2, the selection of internal
instructions which remain unsettled after the Overnight Securities Settlement Process in which the distribution
was first processed and which are eligible for Real-time Processing may occur irrespective of whether the
instructions include the Daylight Indicator.
(b) Any internal receipt instruction allocated a level 2 priority and remaining unsettled after the Overnight
Securities Settlement Process in which the distribution was first processed will retain such level 2 priority in
subsequent Overnight Securities Settlement Processes, subject to such instructions remaining present and
matched.

16.4.4.3 Non-syndicated distribution cash account balances


(a) In the event that there is a positive balance in a new issues non-syndicated distribution cash account after
the closing date, the issuing agent must give instructions to pay under Value Date not earlier than the closing
date, in a single payment, an amount equal to such positive balance to one of its Cash Accounts, if any, other
than the non-syndicated distribution cash account, or to a bank designated by the issuing agent.
(b) Any debit balance in a new issues non-syndicated distribution cash account represents a borrowing by the
issuing agent from Euroclear Bank. This borrowing is payable upon demand and unless repayment is
demanded by Euroclear Bank at an earlier time, such debit balance must be repaid at the latest on the tenth
Business Day following the closing date.
(c) The debit balance may be repaid by the execution at the latest as a result of the Overnight Securities
Settlement Process dated the tenth Business Day after the closing date by transferring any remaining
undistributed portion of the new issue from the non-syndicated distribution account to another Securities
Clearance Account, against payment of an amount equal to the debit balance in the non-syndicated distribution
cash account.

Operating Procedures 15
December 14, 2009
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.5 Back Value Procedure

16.5.1 General Rules


(a) In accordance with the procedures set forth in this Section 16, Euroclear Bank may apply Back Value to
Settlements of Newly-Issued Securities for securities transactions settling internally during the Overnight
Securities Settlement Process, and during the Real-time Processing if matched prior to the beginning of the
previous Overnight Securities Settlement Process, in accordance with Section 13 hereof and/or to securities
transactions settling over the Bridge in accordance with Section 14 hereof. Participants are advised that most
internal and Bridge securities transactions involving Newly-Issued Securities settle with cash value as of the
contractual settlement date agreed between the parties notwithstanding that the actual settlement date may be
the next Business Day after the Closing Date for such Newly-Issued Securities or even the second Business Day
after such Closing Date.
(b) Participants should be aware that Euroclear Bank does not always timely receive information with respect
to the Closing Date for Newly-Issued Securities. To the extent that Euroclear Bank has not been timely
advised and is unaware of a Closing Date for Newly-Issued Securities, it may not be able to inform Participants
of the application of Back Value until the end of the Closing Date. Participants should verify application of
Back Value with Euroclear Bank at the end of the Closing Date.
(c) If Euroclear Bank has not been timely advised and is unaware of a Closing Date for Newly-Issued
Securities, it may not be able to apply Back Value with respect to securities transactions involving such Newly-
Issued Securities. Euroclear Bank accepts no liability for losses incurred by a Participant that has assumed that
Euroclear Bank will apply Back Value to a particular issuance of securities without obtaining confirmation
from Euroclear Bank for such application of Back Value.
(d) Participants that do not wish to have Back Value applied to securities transactions involving Newly-Issued
Securities are advised to select a contractual settlement date that is not the Closing Date or the next Business
Day thereafter. Back Value may be applied to any securities transactions involving Newly-Issued Securities
with a contractual settlement date that is the same as the Closing Date for such Newly-Issued Securities or, as
provided in Section 16.5.3(b)(ii), the next Business Day thereafter.
(e) Back Value is applied by Euroclear Bank solely on the basis of the contractual settlement date agreed
between the parties and provided in the Instructions received from the relevant Participants. Euroclear Bank
accepts no liability for any funding costs or other losses incurred by a Participant that elects to settle a
securities transaction involving Newly-Issued Securities with a contractual settlement date that is the Closing
Date or the next Business Day thereafter but fails to take into account the possible application of Back Value to
such Settlement.

16.5.2 Newly-Issued Securities that are Pre-Released by the issuer


(a) If an entire issuance of Newly-Issued Securities has been Pre-Released, then all against-payment securities
transactions involving such Newly-Issued Securities that settle during the Overnight Securities Settlement
Process normally beginning on the Business Day preceding the Closing Date for such Newly-Issued Securities
will be settled without application of Back Value. Back Value is not applied to any other securities
transactions involving such Pre-Released Newly-Issued Securities.
(b) If the entire issuance of Newly-Issued Securities has been Pre-Released, but not all against-payment
securities transactions involving such Newly-Issued Securities settle during the Overnight Securities
Settlement Process normally beginning on the Business Day preceding the Closing Date for such Newly-Issued
Securities, Back Value as of the Closing Date may be applied by Euroclear Bank, in its sole discretion, upon
request from a Participant to securities transactions that settle thereafter with a contractual settlement date
equal to the Closing Date. Back Value as of the Closing Date may be applied to Bridge transactions in this
situation upon agreement between Euroclear Bank and Clearstream Banking S.A.

16 Operating Procedures
December 14, 2009
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

16.5.3 Newly-Issued Securities that are not fully Pre-Released by the issuer
(a) Back Value as of the Closing Date is applied to all against-payment securities transactions involving
Newly-Issued Securities that are not fully Pre-Released (i.e., part of the issuance is not Pre-Released) with a
contractual settlement date equal to the Closing Date that settle on the next Business Day after the Closing
Date.
(b) In the sole discretion of Euroclear Bank with respect to securities transactions that settle internally and as
agreed from time to time with Clearstream Banking S.A. with respect to securities transactions that settle via
the Bridge, Back Value may be applied to all against-payment securities transactions involving Newly-Issued
Securities that are not fully Pre-Released that settle on the second Business Day after the Closing Date in
accordance with the following rules:
(i) Back Value as of the Closing Date is applied to securities transactions with a contractual settlement date
equal to the Closing Date;
(ii) Back Value as of the next Business Day after the Closing Date is applied to securities transactions with
a contractual settlement date equal to the next Business Day after the Closing Date.

Operating Procedures 17
December 14, 2009
Part II - Services - A -Securities Clearance and Settlement Section 16 - New issues distribution

18 Operating Procedures
August 21, 2006
Part II - Services - A -Securities Clearance and Settlement Section 17 - ACE confirmation and matching

17. ACE confirmation and matching

Table of contents

17.1 General.......................................................................................................................................................... 1
17.2 Matching rules.............................................................................................................................................. 1
17.2.1 General matching rules .......................................................................................................................... 1
17.2.2 Matching fields ...................................................................................................................................... 1
17.3 ACE confirmation notes .............................................................................................................................. 1
17.4 Cancellation by Euroclear Bank ................................................................................................................. 2
17.5 Reporting ...................................................................................................................................................... 2

Operating Procedures
January 1, 2001
Part II - Services - A -Securities Clearance and Settlement Section 17 - ACE confirmation and matching

17.1 General
(a) Euroclear Bank provides the following trade and/or settlement confirmation and reporting services in
accordance with the provisions of this Section. Instructions may be for:

(i) complete processing, including ACE confirmation, matching and settlement, and, if elected, FSA
reporting; or
(ii) for ACE confirmation and matching only, but not settlement or FSA reporting; or
(iii) for FSA reporting only (see Section 18).

(b) Only internal instructions or Bridge instructions, in both cases other than Free of Payment Delivery
Without Matching Instructions, may be for ACE confirmation and matching only.

17.2 Matching rules

17.2.1 General matching rules


When an internal or Bridge instruction is received from a Participant whether for settlement or for ACE
confirmation and matching only, if it requires matching, the matching process is the same as that set out in the
Internal settlement section (13.2.4) and the Bridge settlement section (14.2.4).

17.2.2 Matching fields


(a) Instructions submitted for ACE confirmation and matching only and not for settlement may be incomplete
in that the matching field for cash countervalue and trade price need not be included. The absence of these
fields from both instructions will not prevent the instructions from being reported as matched. If, however,
both instructions include the same fields, then the fields in the two instructions will be compared and any
difference will cause instructions to be reported as unmatched.

(b) Similarly, settlement date may be included and, if present in the two instructions, will be compared. If the
dates in the two instructions are different, the instructions will be reported as unmatched.

(c) Subject to (a) and (b) above, the matching fields for internal instructions (free and against payment) are set
out in the Internal settlement section (13.2.4), and for Bridge instructions as set out in the Bridge settlement
section (14.2.4).

17.3 ACE confirmation notes


(a) When Participants add basic trade data to their instructions for internal or Bridge settlement, they may
receive as products of the matching process, ACE confirmation notes, as described in the Euroclear
Documentation.

(b) ACE confirmation notes are reported only if the matching field for basic trade data is present in the
counterparty's instruction.

(c) Matching results reports described in the Euroclear Documentation are available regardless of whether or
not basic trade data is entered in the instruction.

Operating Procedures 1
January 15, 2007
Part II - Services - A -Securities Clearance and Settlement Section 17 - ACE confirmation and matching

17.4 Cancellation by Euroclear Bank


Securities transaction instructions submitted for ACE confirmation and matching only lapse automatically
either on the settlement date quoted in the instruction, or if no settlement date is quoted in the instruction, on
the tenth Business Day succeeding that on which Euroclear Bank commenced processing the instruction.

17.5 Reporting
(a) The confirmation notes report may be used for ACE confirmation and matching purposes.

(b) ACE confirmation notes were designed in conjunction with A.I.B.D., now ISMA, to comply with Section
200 of the Rules of the A.I.B.D., now Section 200 of the Rules of ISMA, concerning the issue and contents of
confirmation notes. ACE confirmation notes do not necessarily satisfy other applicable legal or regulatory
requirements. It is the Participant’s responsibility to verify and comply with such requirements and Euroclear
Bank accepts no responsibility or liability in respect of a failure of any Participant to do so.

2 Operating Procedures
January 1, 2001
Part II - Services - A - Securities Clearance and Settlement Section 18 - FSA reporting

18. FSA reporting

Table of contents

18.1 FSA Reporting ....................................................................................................................................... 1

Operating Procedures
November 19, 2007
Part II - Services - A - Securities Clearance and Settlement Section 18 - FSA reporting

18.1 FSA Reporting


(a) The United Kingdom Financial Services Authority (FSA) has issued detailed rules governing transaction
reporting requirements.

(b) A Participant wishing to use the Euroclear FSA transaction reporting service offered by Euroclear Bank
must execute the appropriate registration agreement. Relevant instructions of a Participant which has signed a
registration agreement will be reported to FSA with effect from the Business Day following that on which the
Form of Request pertaining to such instructions is received by Euroclear Bank by 10:00 from the Participant.
Participants wishing to use the Euroclear FSA transaction reporting service must follow the procedures set out
in the Euroclear Documentation relating to FSA transaction reporting.

(c) Euroclear Bank transmits daily to FSA the following instructions input by Euclid (including Euclid PC and
Euclid Server) only for accounts that are registered for Euroclear FSA transaction reporting (instructions input
by any means other than Euclid are not eligible for this service):

(i) instructions which are not for settlement through the Euroclear System, but for reporting to the FSA
(“FSA Reporting Only” instructions). Such instructions may relate to issues of securities which are not
accepted in the Euroclear System;
(ii) securities settlement instructions which are for settlement through the Euroclear System.

(d) Instructions reported to FSA as set forth in (c) above do not include:

(i) instructions sent for matching and confirmation only;


(ii) instructions sent by a Participant acting as a custodian (sender’s role identified as “CUST”);
(iii) Free of Payment Deliveries Without Matching instructions;
(iv) repo transactions (provided that Participants have specified the code word “Repo” in the narrative field
(:77B:) of the securities settlement instruction);
(v) custody operations instructions;
(vi) money transfer instructions;
(vii) securities borrowing requests;
(viii) collateral management transactions.

(e) Instructions to be reported to the FSA that are input no later than 20:15 on trade date +1 are reported to the
FSA on trade date +1.

(f) It is the responsibility of each registered Participant to comply with FSA requirements set out in its
transaction audit trail reporting. Euroclear Bank shall have no liability in respect of the failure of any
Participant to comply with such requirements. Euroclear Bank does not guarantee that the FSA transaction
reporting service will be available for all securities for which the FSA requires reporting.

(g) Reporting to FSA may include information about Participants that are not using the Euroclear FSA
reporting but are counterparties in reported transactions. Such information may include both the Securities
Clearance Account number and description as counterparty for all Participants (regardless of whether United
Kingdom-based or not).

Operating Procedures 1
November 19, 2007
Part II - Services - A - Securities Clearance and Settlement Section 18 - FSA reporting

(h) A Participant registered for FSA reporting acting as agent for a single instructing party in a particular trade
can comply with FSA requirements by completing the “Instructing Party” field in its instruction; a registered
Participant acting as agent for several clients in a particular trade must report the identification of each of its
instructing parties and the related quantity of securities to FSA by inputting, in addition to its main instruction,
one FSA Reporting Only instruction per instructing party. The new “Related Reference” field in each
underlying “FSA Reporting Only” instruction should be completed with the reference of the “main” instruction
in order to link these instructions.

(i) Participants registered for FSA reporting are responsible for ensuring that the necessary information is
included in their instructions. Where some or all of the necessary information is not included in a Participant’s
instruction, Euroclear shall not be liable in any respect for a resulting failure by such Participant to comply
with FSA reporting requirements as they may apply to such Participant.

2 Operating Procedures
November 19, 2007
Part II - Services - B - Custody

Part II - B - Custody

Table of contents

19. Custody general rules


20. Custody specific rules

Operating Procedures
January 1, 2001
Part II - Services - B - Custody Section 19 - Custody general rules

19. Custody general rules

Table of contents

19.1 Applicable rules..................................................................................................................................... 1


19.1.1 Custody services provided by Euroclear Bank.................................................................................. 1
19.1.2 Custody services for securities in default ........................................................................................ 1
19.2 Safekeeping............................................................................................................................................ 2
19.3 Provision of information in respect of Corporate Events ..................................................................... 2
19.3.1 General ........................................................................................................................................... 2
19.3.2 Types of Corporate Event reports .................................................................................................... 3
19.3.2.1 DACE notices......................................................................................................................... 3
19.3.2.2 Advance Notice of Income and Redemption report (ANIR) ..................................................... 3
19.3.2.3 Company meetings and voting reports .................................................................................... 3
19.3.2.3.1 Meeting notification ....................................................................................................... 3
19.3.2.3.2 Meeting agenda and voting documents ........................................................................... 4
19.3.2.3.3 Meeting results............................................................................................................... 4
19.3.2.4 Corporate Action Alarm Bell Report Service .......................................................................... 4
19.3.2.4.1 Purpose of Corporate Action Alarm Bell Reports............................................................ 4
19.3.2.4.2 Eligibility Requirements for Participants ........................................................................ 4
19.3.2.4.3 Triggering Rules for Provision of Corporate Action Alarm Bell Reports......................... 5
19.3.2.4.4 Procedures for Provision of Corporate Action Alarm Bell Reports .................................. 5
19.3.3 Other securities information available ............................................................................................. 6
19.3.3.1 General................................................................................................................................... 6
19.3.3.2 Euroclear Bank’s right to use information............................................................................... 6
19.3.4 Provision of information in respect of third party offers................................................................... 7
19.4 Execution of Custody Operations.......................................................................................................... 7
19.4.1 Capacity of Euroclear Bank in respect of Custody Operations.......................................................... 7
19.4.2 Custody Operation Conditions......................................................................................................... 8
19.4.2.1 Conditions for Custody Operations which require an instruction from the Participant ............. 8
19.4.2.1.1 Input of instructions ....................................................................................................... 8
19.4.2.1.2 Deadlines ....................................................................................................................... 8
19.4.2.1.3 Validation ...................................................................................................................... 8
19.4.2.2 Provision of certifications and other Required Documents...................................................... 9
19.4.2.3 Additional Custody Operations Conditions ........................................................................... 11
19.4.2.3.1 Selection for processing................................................................................................ 11
19.4.2.3.2 Positioning Conditions ................................................................................................. 12
19.4.3 Processing rules for Custody Operations........................................................................................ 12
19.4.3.1 Successful positioning - execution......................................................................................... 12
19.4.3.2 Processing priority of Custody Operations............................................................................. 13
19.4.4 Unsuccessful positioning - recycling and cancellation ................................................................... 13
19.4.5 Generation of records.................................................................................................................... 13

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19.5 Custody Distributions .......................................................................................................................... 13


19.5.1 Custody Distributions subject to tax............................................................................................... 14
19.5.2 Entitlement to the product of Custody Distributions ...................................................................... 14
19.5.3 Credit of the product of Custody Distributions............................................................................... 15
19.5.3.1 Custody Cash Distributions................................................................................................... 15
19.5.3.2 Custody Non-cash Distributions............................................................................................ 16
19.5.4 Custody Distributions on securities received after the Record Date ................................................ 16
19.5.5 Custody Distributions in respect of securities in Transit Accounts ................................................. 17
19.5.6 Custody Distributions in respect of securities in memorandum accounts........................................ 17
19.5.7 Custody Distributions not accepted in the Euroclear System .......................................................... 17
19.5.7.1 Custody Non-cash Distributions not accepted in the Euroclear System .................................. 18
19.5.7.2 Custody Cash Distributions not accepted in the Euroclear System......................................... 18

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19.1 Applicable rules


(a) This general rules section applies to all Custody Operations.
(b) Section 20 (Custody Specific Rules) sets out the exceptions and additional rules that apply to certain Custody Operations.
(c) For Custody Operations and securities credited to a Central Bank Money Securities Account, please refer to Section 26.

19.1.1 Custody services provided by Euroclear Bank


(a) The custody services provided by Euroclear Bank include:
(i) safekeeping (see Section 19.2);
(ii) provision of reports in respect of Corporate Events (including accessibility to data included in certain Euroclear
Bank’s internal databases) (see Section 19.3); and
(iii) the execution of Custody Operations, (whether it involves the generation of records in Participants’ accounts or not)
(see Section 19.4).
(b) The custody services and the level of custody services provided by Euroclear Bank for Remote Market Services depend
upon the services offered by the Depositary in the Remote Market and may differ from those offered for Home Market
Securities, as indicated in the Euroclear Documentation.
(c) Euroclear Bank may use third party service providers in order to provide custody services to Participants. Euroclear
Bank's duties & liabilities with respect to third party service providers are set forth in article 12 of the Terms and Conditions.
Participants are notified of such appointments in the relevant market link sections of the Euroclear Documentation.

19.1.2 Custody services for securities in default


(a) Euroclear Bank will not take any legal or any other action to enforce the rights of any Participant against any issuer or
any guarantor in respect of a security. To the extent that Euroclear Bank or any nominee company thereof or a Depositary or
a nominee company thereof acts as registered owner of any security held in the Euroclear System, or in any other relevant
situation, Euroclear Bank hereby expressly authorises and consents to the fullest extent permissible under applicable law to
allow Participants and/or beneficial owners of such securities to maintain proceedings against issuers, guarantors and any
other parties.
(b) Subject to any applicable law, decree, regulation, order, injunction or request of any governmental agency or body or
other authority, Euroclear Bank is not required to take any legal or other action and shall not be liable in any manner
regarding the rights of any Participant in respect of any security arising or resulting from the issuer’s bankruptcy, insolvency
or failure to comply with the terms and conditions of the issuance of such security, including, but not limited to:
(i) in the event that the terms and conditions of such issuance do not make adequate provision to enable the representation
of such Participant or a beneficial owner, as the case may be; or
(ii) in the event that a securities certificate held in the Euroclear System is required to be delivered or transferred out of
the Euroclear System.
However, in certain circumstances, Euroclear Bank may, in its sole and absolute discretion, take legal or other action
regarding the rights of any Participant in respect of any security arising or resulting from the issuer’s bankruptcy, insolvency
or failure to comply with the terms and conditions of the issuance of such security. If Euroclear Bank takes any such action
in respect of any security arising or resulting from the issuer’s bankruptcy, insolvency or failure to comply with the terms and
conditions of the issuance of such security, Euroclear Bank shall not be liable in any manner in the event it fails to take an
action or provides information to a Participant which is inaccurate or incomplete.
(c) Upon the request by a Participant, Euroclear Bank will issue a statement of account for the purpose of the filing of a
claim. Such statement of account may be notarised or affixed with an apostille if requested by the Participant. At the request
of the Participant, Euroclear Bank will provide such statement with the name of the beneficial owner mentioned on the face
of such statement based on the beneficial owner information provided by the Participant. Such beneficial owner information
is not reflected in the books and records of Euroclear Bank and is not reviewed or verified by Euroclear Bank. Accordingly,
Euroclear Bank accepts no liability with respect to the accuracy of such information.
(d) Upon the issuance of a statement of account pursuant to subsection (c) above, Euroclear Bank will block (i.e., no longer
permit transfers) the relevant securities holding referenced in such statement of account to avoid the potential for multiple
claims based on the same securities position. A Participant’s holding blocked due to the issuance of a statement of account
may be unblocked only upon the return of the original statement of account provided by Euroclear Bank or, if such original
statement is unavailable, by the provision of an indemnity from the relevant Participant to Euroclear Bank in a form
acceptable to Euroclear Bank in its sole and absolute discretion.

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19.2 Safekeeping
(a) Each Participant agrees, pursuant to the Belgian Royal Decree N° 62 dated November 10, 1967, facilitating the
circulation of securities, as amended (the “Royal Decree”) or other applicable Belgian legislation providing for a
regime of fungibility, as the case may be, that securities of any issue held for its account in the Euroclear System are
recorded on a Securities Clearance Account, may be treated by Euroclear Bank as fungible with all other securities of
the same type with the same Common Code which are on deposit with Euroclear Bank.
(b) Securities may be deposited by Euroclear Bank with a Specialised Depositary (including Common Depositaries
and Common Safekeepers) or directly with an Other Clearance System, including Clearstream Banking. The code for
each Specialised Depositary or Other Clearance System is indicated in the Euroclear Bank securities database.
(c) Certain securities held directly by Euroclear Bank in an Other Clearance System are deemed to be specialised to
such Other Clearance System.
(d) Where securities of a new issue are represented by a single global certificate, either in temporary form, or in
permanent form from issuance or as the result of the exchange of a temporary global certificate, the custody of such
global certificate will be entrusted to a Common Depositary or, if in NGN form, to a Common Safekeeper. If the
securities are in temporary global form, the temporary global certificate is held by the Common Depositary or
Common Safekeeper until exchanged for definitive securities in either global or individual form. If for any reason a
global security is subdeposited or sub-safekept with a bank other than the Common Depositary or Common
Safekeeper, such subdepositary or sub-safekeeper is not a Common Depositary or a Common Safekeeper,
respectively, and is responsible exclusively to the Common Depositary or Common Safekeeper, as applicable, for the
safekeeping of such global security.
(e) Certain securities in registered form may be held directly with the issuer (or the issuer’s agent), without the
intervention of a Depositary.

19.3 Provision of information in respect of Corporate Events

19.3.1 General
(a) Euroclear Bank may, but is not obligated to, report information to Participants in respect of Corporate Events of
which it has received notice in a manner and from a source satisfactory to it. Before reporting a Corporate Event to
Participants, Euroclear Bank may require that a formal announcement to the general public has been made as is
customary for the relevant Corporate Event, through an independent publication as specified by Euroclear Bank.
(b) Euroclear Bank in its sole discretion considers whether information of which it has notice relates to a Corporate
Event, determined in accordance with criteria such as whether the event affects all holders of a particular issue of
securities held in the Euroclear System, whether the information does not relate exclusively to trading activities,
whether such information relates to the issuer’s bankruptcy, insolvency or failure to comply with the terms and
conditions of the issuance of such security and such other criteria as it may consider to be appropriate in the
circumstances of the particular event.
(c) Euroclear Bank does not verify the accuracy or completeness of the information of which it receives notice and
which it reports to Participants and accepts no liability for the inaccuracy or incompleteness of the information.
Euroclear Bank accepts no liability if the information it reports is not received by Participants in a timely manner.
(d) For the Participant’s convenience, the reports provided by Euroclear Bank may be summaries or English
translations of information of which it has received notice. Reliance on such summaries or translations is at the
Participant’s own risk and Euroclear Bank accepts no liability for the inaccuracy or incompleteness thereof.
Euroclear Bank endeavours to provide Participants, upon request, with an indication as to where copies of the
original information can be obtained.

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(e) Euroclear Bank endeavours to collect information about Corporate Events on a reasonable effort basis. However,
Participants should be aware that Euroclear Bank does not always obtain information or separate notification on
certain Corporate Events set forth in the original documentation for the issuance. Investors are expected to be
aware of the terms and conditions of the securities they purchase and, pursuant to Section 10.3.1(c)(ii), each
Participant is solely responsible for informing itself of the characteristics of the securities it holds, or it intends to
hold, in its Accounts. Euroclear Bank accepts no liability for any failure to provide notification to Participants with
respect to a Corporate Event that is set forth in the original documentation of the issuance.

19.3.2 Types of Corporate Event reports

19.3.2.1 DACE notices


(a) DACE notices are Corporate Event reports concerning a given issue of securities and are sent to each
Participant that has either:

(i) such securities standing to the credit of its Securities Clearance Account or Transit Account or recorded in a
Record-keeping Account; or
(ii) an unexecuted settlement instruction concerning such securities.

(b) The Euroclear Documentation describe the means by which Euroclear Bank sends DACE notices, the contents
of each DACE notice and the intended reporting period for each Corporate Event. The intended reporting period is
provided for general reference only. Participants are advised not to rely on such intended reporting periods, as
availability of DACE notices may vary for each particular Custody Operation

(c) Information reported in DACE notices may have different status, as follows:

(i) provisional: information is known to be incomplete or subject to change at the time it is reported;
(ii) definitive: latest information available to Euroclear Bank which may also be subject to change;
(iii) notification of change: updates to previously reported information;
(iv) reminders: during reporting periods, Euroclear Bank may send reminders to Participants which received a
previous DACE notice. Euroclear Bank is however not obliged to send any such reminders and Participants
must not expect that any such reminders will necessarily be sent.

(d) The Euroclear Documentation illustrates event types and descriptions of the Corporate Events that may be
reported to Participants, but should not be regarded as exhaustive.

19.3.2.2 Advance Notice of Income and Redemption report (ANIR)


(a) Euroclear Bank advises Participants of forthcoming income and redemption payments of which it has notice,
through the ANIR report described in the Euroclear Documentation.

(b) Euroclear Bank provides the ANIR report before it has confirmation of the receipt of anticipated funds and
therefore accepts no liability if payment is not received or is received at a time other than when anticipated.
Euroclear Bank accepts no liability for any inaccuracy, incorrectness or incompleteness of the information provided
in any ANIR report or in any Income Payable Report.

19.3.2.3 Company meetings and voting reports

19.3.2.3.1 Meeting notification


(a) Euroclear Bank provides meeting notification reports for equities of certain domestic markets and for certain
investment funds, as specified in the Euroclear Documentation (“Qualifying Equities” and “Qualifying Funds”
respectively). Euroclear Bank informs Participants by means of DACE notices of any ordinary or extraordinary
general meeting of holders of which it has been informed for Qualifying Equities and Qualifying Funds.

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(b) Euroclear Bank may, in its sole discretion, provide a DACE notice informing Participants of ordinary or
extraordinary meetings of which it has been informed for other securities than Qualifying Equities or
Qualifying Funds.

19.3.2.3.2 Meeting agenda and voting documents


(a) Euroclear Bank makes the meeting agenda and a copy of the voting documents available on the Euroclear
website for all meetings with respect to Qualifying Equities and Qualifying Funds for which it has received this
documentation.

19.3.2.3.3 Meeting results


(a) Euroclear Bank makes such information as it has received on whether resolutions were accepted or rejected
available on the Euroclear website.

(b) If the acceptance of a resolution results in a Corporate Event, the result of such resolution is reported in a
DACE notice.

19.3.2.4 Corporate Action Alarm Bell Report Service

19.3.2.4.1 Purpose of Corporate Action Alarm Bell Reports


(a) A Corporate Action Alarm Bell Report is a notice to a Participant with respect to a particular Alarm Bell
Corporate Event. Corporate Action Alarm Bell Reports do not provide any additional information beyond the
information reported by Euroclear Bank via other means with respect to the particular Corporate Event
affecting the specific issue of securities.

(b) Participants acknowledge and agree that a Corporate Action Alarm Bell Report is not a substitute for the
other reports referenced in such Corporate Action Alarm Bell Report. A Corporate Action Alarm Bell Report
is intended solely as a reminder of the applicable deadline with respect to the particular Alarm Bell Corporate
Event. A Corporate Action Alarm Bell Report contains summary information with respect to a particular
Alarm Bell Corporate Event and may be understood solely in conjunction with the information set forth in the
other reports referenced in such Corporate Action Alarm Bell Report. Euroclear Bank accepts no liability for
losses arising from actions taken by a Participant in reliance solely on the information contained in a Corporate
Action Alarm Bell Report without reference to the other reports noted in such Corporate Action Alarm Bell
Report.

19.3.2.4.2 Eligibility Requirements for Participants


The Corporate Action Alarm Bell Report service is available only to each Participant that has:

(a) Entered into a letter of agreement with Euroclear Bank in accordance with Section 6.2.3(a) confirming that
instructions and other messages may be sent to such Participant through SWIFT; or

(b) Entered into an agreement with Euroclear Bank in accordance with Section 6.2.4(a) whereby such
Participant agrees to the rules of Euclid as set out in the Euroclear Documentation and agrees to communicate
with Euroclear Bank via Euclid.

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19.3.2.4.3 Triggering Rules for Provision of Corporate Action Alarm Bell Reports
For each Alarm Bell Corporate Event, one or more Corporate Action Alarm Bell Report with respect to such
Alarm Bell Corporate Event is sent to each Alarm Bell Participant that meets one or more of the following
conditions:

(a) the Participant has, or had as of the relevant certification date or Record Date, securities standing to the
credit of one of its accounts affected by such Alarm Bell Corporate Event and for which instructions or
certifications with respect to all such securities have not yet been executed or validated by Euroclear Bank
concerning such Alarm Bell Corporate Event, provided that:

(i) for certain certifications that cannot be provided by the Participant in electronic form or that are
required for a Relief at Source relating to certain markets and/or instruments, Euroclear Bank will continue
to send Alarm Bell Reports with respect to such Alarm Bell Corporate Event to the Participant even after it
has received a valid and complete certification from such Participant; and
(ii) if the relevant Alarm Bell Corporate Event is a Tax Certification Event relating to a Quick Refund, then
Euroclear Bank will not send an Alarm Bell Report to such Participant unless the securities held by such
Participant are eligible for such Quick Refund;

(b) the Participant has sent and Euroclear Bank has received an instruction concerning such Alarm Bell
Corporate Event which remains pending or which would not be completed without additional action;

(c) the Participant has sent and Euroclear Bank has received an instruction to receive securities of an issue
affected by such Alarm Bell Corporate Event to its Securities Clearance Account with an expected settlement
date prior to the relevant deadline for such Alarm Bell Corporate Event and for which instructions or
certifications with respect to all such securities have not yet been executed or validated by Euroclear Bank
concerning the applicable Alarm Bell Corporate Event affecting such securities;

(d) the Participant has sent and Euroclear Bank has received one or more instructions with respect to another
Corporate Event affecting the same security that remain pending; or

(e) the Participant has transferred or received securities affected by such Alarm Bell Corporate Event pursuant
to a triparty agreement with Euroclear Bank, provided that Euroclear Bank will continue to send Alarm Bell
Reports with respect to such Alarm Bell Corporate Event to such Participants even after it has received, and
executed or validated, an instruction or certification with respect to such Alarm Bell Corporate Event.

19.3.2.4.4 Procedures for Provision of Corporate Action Alarm Bell Reports


(a) Euroclear Bank will send Corporate Action Alarm Bell Reports via Euclid or SWIFT. The general rules
with respect to communications via Euclid and SWIFT set forth in Section 6 remain applicable with respect to
the provision of such Corporate Action Alarm Bell Reports. Corporate Action Alarm Bell Reports are
provided within two Business Days of the relevant deadline with respect to all Alarm Bell Corporate Events,
provided that, the relevant event:

(i) is not subject to confidentiality restrictions;


(ii) is not an event for which no instruction from the Participant is required;
(iii) has not been cancelled or withdrawn;
(iv) does not affect an issue of securities for which Euroclear Bank has withdrawn eligibility in accordance
with Section 4.2; or
(v) does not affect an issue of securities that is no longer validly issued.

Corporate Action Alarm Bell Reports are not provided for any other types of events.

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(b) Participants should be aware that a Corporate Action Alarm Bell Report is generated from other
information available to Euroclear Bank. If such information is inaccurate, incomplete or not updated, the
information in the Corporate Action Alarm Bell Report may also be inaccurate, incomplete or not updated.
Participants should note that the general rules with respect to such information set forth in Section 19.3.1
remain applicable to the information set forth in a Corporate Action Alarm Bell Report. Euroclear Bank
accepts no additional liability with respect to such information for the sole reason that such information is
included in a Corporate Action Alarm Bell Report.

(c) Participants should be aware that Corporate Action Alarm Bell Reports are based on information available
to Euroclear Bank as of the date and time noted in such report. Any changes with respect to such information
occurring after the date and time noted in the Corporate Action Alarm Bell Report will not be taken into
account in such Corporate Action Alarm Bell Report. Euroclear Bank accepts no liability for losses arising
due to actions of a Participant that has not taken into account changes occurring after the date and time noted
in a Corporate Action Alarm Bell Report.

(d) In some cases, Euroclear Bank may send a Corporate Action Alarm Bell Report to a Participant that has
already instructed, or provided a certification to, Euroclear Bank with respect to the relevant Alarm Bell
Corporate Event. In this case, Participants are advised to disregard such Corporate Action Alarm Bell Report
for such Alarm Bell Corporate Event. Euroclear Bank accepts no liability for any losses caused by any action
or inaction of a Participant that has acted solely on the basis of a Corporate Action Alarm Bell Report without
verifying whether an instruction or certification was executed or validated by Euroclear Bank with respect to
the relevant Alarm Bell Corporate Event.

(e) Participants should verify the amount referred to in a Corporate Action Alarm Bell Report as the position
that is “uninstructed”, “unrequested” or “uncertified” on the basis of other reports and information provided by
Euroclear Bank, as well as their own information and records, prior to determining the exact amount of
securities to be instructed. Euroclear Bank accepts no liability for any losses arising due to actions of a
Participant that has acted solely on the basis of the information contained in a Corporate Action Alarm Bell
Report and has not verified the relevant securities positions prior to instructing Euroclear Bank with respect to
the relevant Alarm Bell Corporate Event affecting such securities.

19.3.3 Other securities information available

19.3.3.1 General
(a) In addition to the reports sent in respect of Corporate Events, Participants are allowed access to (i) database
information for on-line inquiry through Euclid or via the Euroclear website. While Euroclear Bank obtains this
information from publicly available sources generally considered reliable, it does not verify its accuracy and
completeness and the information may not be up-to-date. Therefore, use of such database information by a
Participant is at the Participant’s sole risk. Information contained in databases or on the website is not intended
to constitute a report on securities or Corporate Events. Participants are advised not to use such information as
a primary source of information. Euroclear Bank does not accept any liability if the database information is not
up-to-date or is inaccurate or incomplete.

19.3.3.2 Euroclear Bank’s right to use information


Euroclear Bank has the right to use any of the prices from any source shown in Section 19.3.3.1 above
(including any prices obtained from instructions for settlement in the Euroclear System), for any purpose that it
in its sole discretion determines, including making them available to third parties. Euroclear Bank accepts no
liability in respect of any such use.

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19.3.4 Provision of information in respect of third party offers


(a) Participants should be aware that it is Euroclear Bank policy not to provide information in respect of offers
to purchase securities by unrelated third parties (i.e., not the issuer or its agent). Such offers are not considered
“Corporate Events” within the meaning used herein. Euroclear Bank is not licensed to provide a trading
platform and, in accordance with Section 19.3.1(b) does not provide information related exclusively to trading
activity. Information received by Euroclear Bank with respect to such offers are not provided to Participants via
DACE notice, except in the case of instruments that carry direct or indirect voting rights (e.g. equities,
warrants and convertible bonds).

(b) If Euroclear Bank receives information in respect of a third party offer to purchase securities that carry
direct or indirect voting rights, Euroclear Bank will verify if such offer is related to an announced takeover bid.
If the offer is determined by Euroclear Bank, in its sole discretion, to be related to such a takeover bid,
Euroclear Bank will treat such offer as a Corporate Event within the meaning used herein and will endeavour
to provide information in respect of such offer to Participants via DACE notice.

19.4 Execution of Custody Operations


Custody Operations are executed during either the Overnight Securities Settlement Process or during the Real-
time Processing, depending on factors such as the Input Deadline, the type of Custody Operation or the time
required for validation of the relevant Custody Operation Instruction.

19.4.1 Capacity of Euroclear Bank in respect of Custody Operations


(a) Euroclear Bank executes Custody Operations in respect of Corporate Events either on the basis of an
instruction from a Participant, where Euroclear Bank notifies Participants by means of DACE notice that such
an instruction is required, or on the basis of the authorisation set out in (c) below in the other cases. Whether a
Custody Operation instruction is required or not depends on the nature of the Custody Operation.

(b) For those Custody Operations which require the Participant to send a Custody Operation instruction to
Euroclear Bank, Euroclear Bank is hereby authorised to take the default action that may be specified in the
Operating Procedures or in the relevant DACE notice (or any similar notice). The Participant may inform
Euroclear Bank in writing before the applicable deadline that it does not wish Euroclear Bank to take such
default action and Euroclear Bank will relay such instructions as appropriate, provided that, and only if, the
issuer and/or its agents would allow for instructions other than the default action. Euroclear Bank reserves the
right to block securities of the issue concerned by the default action following the applicable deadline, until the
end of the Real-time Processing, or until such time Euroclear Bank considers necessary for execution of the
default action.

(c) For those Custody Operations which do not require the Participant to send a Custody Operation instruction,
the Participant hereby authorises Euroclear Bank to take any and all such actions as may be necessary or useful
to execute such Custody Operations for the account of the Participant in accordance with the Terms and
Conditions and the Operating Procedures, without the need for any further authorisation by the Participant.
Euroclear Bank is however not obligated to take any such action, unless it is expressly specified in the
Operating Procedures or in the relevant DACE notice (or similar notice).

(d) Each Participant hereby appoints and authorises Euroclear Bank, any Depositary or any agent (including
any subdelegated agent) designated or authorised by Euroclear Bank, as its true and lawful agent and Attorney-
in-Fact for the purpose of completing, executing and delivering, on behalf of such Participant, any Required
Document required to be executed or delivered in connection with any Custody Operation on its behalf.

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19.4.2 Custody Operation Conditions


A Custody Operation can only be executed if the Custody Operation Conditions are met, as follows:

(i) for those Custody Operations that require an instruction from the Participant; input of instructions,
deadlines and validation conditions set out in Section 19.4.2.1;
(ii) for all Custody Operations, as applicable, the provision of Required Documents as set out in Section
19.4.2.2 ;
(iii) in addition, for those Custody Operations that result in the generation of records (whether an
instruction from the Participant is required or not), the conditions set out below in Section 19.4.2.3 (the
additional Custody Operations Conditions).

19.4.2.1 Conditions for Custody Operations which require an instruction from the
Participant

19.4.2.1.1 Input of instructions


(a) Participants must send instructions to Euroclear Bank in accordance with the standard Custody Operation
instruction type for each Custody Operation, as set out in the relevant DACE notice.

(b) Euroclear Bank processes only valid Custody Operation instructions received from Participants in
accordance with Section 6 and Sections 19 and 20 and with the format and contents described in DACE
notices and the Euroclear Documention.

(c) Euroclear Bank may, in its sole discretion, decide to accept instructions from Participants which are not in
accordance with the standard instruction type required in the relevant DACE notice.

19.4.2.1.2 Deadlines
Custody Operation instructions must be received by Euroclear Bank by the Input Deadline on the day specified
by Euroclear Bank as the deadline for receipt of such instructions in the relevant DACE notice.

19.4.2.1.3 Validation
(a) After authentication of input, Custody Operation instructions must be validated before being submitted for
further processing. The validation general rules are as described in Section 6. Participants should be aware that
they may receive a notification that a Custody Operation instruction is in the process of validation by Euroclear
Bank. Participants that receive such a notice should double-check their instructions to ensure that the
securities code is correct. Euroclear Bank endeavors to complete the validation of Custody Operation
instructions prior to the deadline for the relevant Corporate Event, but may not be able to do so in all cases
depending on the timing of the receipt of such instructions.

(b) If validation is successful, the Custody Operation instruction is accepted for further processing.

(c) Custody Operation instructions sent through Euclid or formatted SWIFT may be subject to an additional
manual validation. Such instructions may pass the computer validation and then be rejected after manual
validation. Participants are informed of the valid or invalid status of their instructions as described in the
Euroclear Documentation.

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(d) The validation of a Custody Operation instruction may (but does not necessarily) include the verification of
completeness as to form of any Required Documents. Euroclear Bank does not verify the contents of any
Required Document and accepts no liability for acting upon any Required Document the completeness of
which it has verified as to form and which it believes to have received from a Participant.

(e) The time required for validation of Custody Operation instructions depends on factors such as:

(i) the means of communication chosen by the Participant to input its instruction;
(ii) the availability, quality and readiness (both as to contents and format) of the information that, in the
sole discretion of Euroclear Bank, is required to permit execution of the instruction;
(iii) the location of the issuer or relevant agents from which information is required;
(iv) the type of Custody Operation instruction; and
(v) the need for manual intervention.

(f) If validation is unsuccessful, the Custody Operation instruction is not accepted for further processing, and is
cancelled by Euroclear Bank. The Participant is notified thereof. Participants should be aware that Custody
Operation instructions sent with an incorrect security code may not receive a rejection notification until after
the deadline for the relevant Corporate Event. Euroclear Bank accepts no liability for Custody Operation
instructions sent by a Participant with an incorrect securities code.

19.4.2.2 Provision of certifications and other Required Documents


(a) In accordance with Section 10, Participants are solely responsible for determining whether a Required
Document is necessary with respect to any securities held in the Euroclear System and for obtaining and
reviewing such Required Documents in accordance with the governing documentation of the issue or any
provision of applicable law. For the purposes of this Section, “Required Documents” includes certifications
that Participants may need to transmit to Euroclear Bank.

(b) Notwithstanding (a) above, Euroclear Bank may, in its sole discretion, inform Participants by means of
DACE notices or otherwise of the need to execute a Required Document, to the extent that Euroclear Bank has
received sufficient notice thereof. Euroclear Bank informs Participants of the need to execute Required
Documents based on information which it has received in accordance with Section 19.3.1, but does not
guarantee that any such Required Documents will be accepted by the issuer, its agent, or any other relevant
person, or that no other documents may be required.

(c) Participants may need to send Required Documents to:

(i) Euroclear Bank, which will then transmit them either to the issuer or its agent or to any other interested
party as appropriate or will execute (or have executed by a Depositary or an agent) any Required Document
on behalf of the Participant in reliance on its instructions or Required Documents received from the
Participant; or
(ii) the issuer, its agent or any other relevant person.

The Participant is responsible for determining to which person documentation required by the governing
documentation of the issue must be sent.

(d) For the Participant’s convenience, the DACE notices advising of certifications and other Required
Documents may contain summaries of the terms of such certifications, statements or documents required in
connection with an issue. Reliance on such summaries is at the Participant’s own risk and Euroclear Bank
accepts no liability for the inaccuracy or incompleteness thereof.

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(e) Participants may send Required Documents by:


(i) a duly completed Required Document form, by mail or tested telex, exactly as required by the governing
documentation of the issue;
(ii) a “Certification instruction”, incorporating by reference the certification set forth in Annex 1 (Standard
Long Form Documentation);or
(iii) completing the certification field in a Custody Operation instruction. By completing this certification
field, the Participant incorporates by reference the certification or statements required in the issue
governing documentation and acknowledges and confirms its compliance (or the beneficial owner’s as
appropriate) with such certification requirements and applicable laws and regulations.
(f) If the Participant has been advised by Euroclear Bank through a DACE notice that by sending a Custody
Operation instruction it will be deemed to have certified as stated in such DACE notice, the sending of the
Custody Operation instruction required by such DACE notice will be considered as a provision of Required
Documents by the Participant for the purposes of this Section. By sending such a Custody Operation
instruction to Euroclear Bank, the Participant confirms that it:
(i) has been provided by Euroclear Bank and has reviewed all of the Required Documents for the relevant
securities;
(ii) has been notified by Euroclear Bank of the requirement to complete the Required Documents;
(iii) it and/or its client agrees to comply with the terms and conditions of the Required Documents for the
relevant securities; and
(iv) instructs Euroclear Bank to confirm its certification of compliance with the terms of the Required
Documents to any relevant third party, including without limitation, the issuer, its agent and any regulatory
or other governmental authority.
Participants should be aware that this electronic certification procedure utilizing a Custody Operation
instruction may be subject to revocation by the issuer of the relevant securities with short notice or no notice.
Accordingly, Participants are advised to check the DACE notice for the relevant event on the same day that
they input their Custody Operation instruction to ensure that the electronic certification procedure remains
valid for such Business Day. Each Participant should be prepared to complete and send any relevant Required
Documents on the same Business Day that it sends such a Custody Operation instruction. Euroclear Bank
accepts no liability for losses caused due to the reliance on the electronic certification procedure under
circumstances where the issuer has revoked such procedure and Euroclear Bank has notified Participants of
such revocation.
(g) Upon receipt of a Custody Operation instruction containing a certification field completed by a Participant,
the Participant’s name or Account number in respect of such instruction shall be deemed to be equivalent to a
manual signature for all purposes.
(h) The Participant is responsible for the accuracy of certifications in respect of any beneficial owner or other
entities or persons it is acting for. Each Participant sending a certification or other Required Documents to
Euroclear Bank agrees to indemnify and hold Euroclear Bank harmless for any damage incurred by it or
entities acting for its account as a result of any misrepresentation.
(i) Required Documents must be received by the deadline notified by Euroclear Bank through DACE (or
similar) notice.
(j) If a certification or other Required Document is required, each Participant shall return to Euroclear Bank
separate instructions and documents (if applicable) for each Securities Clearance Account. Failure to certify or
send Required Documents may have the following consequences:
(i) the Custody Operation Instruction may be rejected after validation;
(ii) Under the governing documentation of an issue or applicable laws, the execution of a Custody
Operation, or the exercise of rights to which a certification or other Required Document relates, may not be
effected until the Participant has delivered its certification or duly completed Required Document.

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(iii) Any Participant which does not timely provide the appropriate form of certification may have its
holding in the security subject to the Certification Event, and any security received by Euroclear Bank in
respect of the Certification Event, blocked, to the extent uncertified, in the Securities Clearance Account to
which the security subject to the Certification Event is credited. Such blocking will be lifted only upon
receipt of the requested certification. Any such security credited to such Securities Clearance Account after
the Certification Event will not be so blocked. Any cash received or to be received by Euroclear Bank in
respect of any Certification Event will be credited to the Cash Account related to the Securities Clearance
Account to which the securities subject to the Certification Event are credited only upon receipt of funds by
Euroclear Bank.
(k) By sending a Custody Operation instruction or the Required Documents, the Participant represents and
warrants that all terms and conditions set forth in:
(i) the governing documentation of the issue or any provision of applicable law,
(ii) any certification, and
(iii) any other Required Document relating to a Custody Operation,
have been satisfied with respect to the relevant securities and related Custody Distributions, and Euroclear
Bank is allowed to act on the basis of such representations and warranties without further investigations.

(l) Upon receipt of a Custody Operation instruction or the Required Documents, Euroclear Bank is entitled to
rely on the completeness and accuracy of any such instruction or documentation as of the date of its delivery or
signature, as appropriate, and unless otherwise notified in writing by the relevant Participant, as of the date of
the Certification Event to which it relates.

(m) Each Participant shall promptly, upon Euroclear Bank’s request, execute (or have executed by the
beneficial owner, if appropriate), a paper form certification as required in the issue governing documentation
or as requested by an issuer or its agent.

(n) Each Participant irrevocably authorises the production of these Operating Procedures, any certification or
record retained by Euroclear Bank of a Custody Operation Instruction, any certification or any other document
delivered by such Participant pursuant to this Section, or a copy or copies of any of the foregoing, to any
interested party in any administrative or legal proceeding or official inquiry with respect to matters covered by
this Section or any such Custody Operation instruction.

19.4.2.3 Additional Custody Operations Conditions


The additional Custody Operations Conditions set out below apply only to those Custody Operations that result
in the generation of records in either a Securities Clearance Account, a Non Deposit Account or a Cash
Account

19.4.2.3.1 Selection for processing


(a) Custody Operation instructions are submitted to a Processing for securities positioning, according to their
Execution Date or as required according to the Custody Operation, as soon as Euroclear Bank deems it
reasonably practicable under the circumstances and after validation has been successfully completed.

(b) Valid Custody Operation instructions are submitted for cash positioning at the beginning of the Real-time
Processing that follows the Overnight Securities Settlement Process during which the securities positioning
related to the same Custody Operation took place, according to their Execution Date either as indicated in the
instruction or as required according to the Custody Operation.

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19.4.2.3.2 Positioning Conditions


Once a Custody Operation has been selected for processing, it is positioned. Positioning involves determining
whether the following Positioning Conditions have been met in order to allow an instruction to be executed:

(a) Securities positioning:

(i) If the execution of a Custody Operation requires a debit or a blocking of securities, the Participant must
have sufficient available securities of the issue standing to the credit of its Securities Clearance Account to
make the required delivery.
(ii) If the Participant has insufficient available securities in its Securities Clearance Account and has
securities of the same issue credited to its Record-keeping Account in an amount sufficient to cover the
shortfall of available securities in its Securities Clearance Account, the positioning condition will be
deemed to be fulfilled for certain Custody Operation types, as set out in Section 22.2.4.
(iii) Custody Operations which require a blocking of securities, do not generate Automatic Borrowings, and
therefore such instructions may be unsuccessfully positioned if the Participant has insufficient available
securities in its Securities Clearance Account. See also Section 9 on availability and blocking of securities
and cash.
(b) Cash positioning:

If the execution of a Custody Operation requires a payment, the Participant must have in the relevant
Settlement Currency in the appropriate subdivision of its Cash Account sufficient funds or provision for such
funds to make the required payment. See also Section 9 on availability and blocking of securities and cash.

(c) Collateral positioning:

A Participant to be debited with cash or securities, and using secured credit made available to it by Euroclear
Bank in its separate banking capacity, must have sufficient collateral, as determined by Euroclear Bank in its
separate banking capacity, to meet the instruction.

19.4.3 Processing rules for Custody Operations

19.4.3.1 Successful positioning - execution


(a) Subject to Section 19.4.2.3.1 and Section 20.7.2.2, if the execution of a Custody Operation requires a debit
or blocking of securities, Euroclear Bank will execute such Custody Operation:

(i) at the earliest, on the Execution Date of the Custody Operations instruction; and
(ii) at the latest on the date and time determined by Euroclear Bank as the deadline for execution of the
Custody Operation (whether an instruction from the Participant is required or not).

(b) If the execution of a Custody Operation requires a payment from the Participant, funds are debited and the
Value Date is determined with reference to the governing documentation of the Corporate Event, or as advised
by the issuer of the Custody Distribution or any agent acting on behalf of such issuer.

(c) If securities positioning is successful, the securities standing to the credit of a Securities Clearance Account
will either be blocked or debited to such account, depending on the type of Custody Operation.

(d) If the execution of the Custody Operation requires the delivery of securities, an external delivery instruction
is generated automatically by Euroclear Bank on behalf of a Participant and the instruction is processed in
accordance with Section 15. Participants are advised of the risk of loss or delay in delivery of securities in
accordance with Section 15.3.3.

(e) For securities that are in global form, if the execution of the Custody Operation requires the delivery or
blocking of securities, Euroclear Bank automatically generates the necessary instructions on behalf of a
Participant to obtain the mark-down of the global security.

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(f) If cash positioning is successful, a debit to the Participant’s Cash Account is generated for the Value Date
specified by Euroclear Bank in a DACE notice.

(g) After the Custody Operation has been successfully executed through the relevant Processing, Euroclear
Bank communicates the appropriate information to the Specialised Depositary, Cash Correspondent, agent
appointed by the issuer, and any other relevant person.

19.4.3.2 Processing priority of Custody Operations


Custody Operations are processed in accordance with the priority rules set out in Section 12.

19.4.4 Unsuccessful positioning - recycling and cancellation


(a) Subject to Section 20.7.2.2, if cash or securities positioning is unsuccessful, the Custody Operation is not
executed and no records are generated.

(b) All Custody Operations that are unsuccessfully positioned continue to be entered in subsequent Securities
Settlement Processing until executed or cancelled in accordance with the rules set out below and Section 6.6:

(i) Custody Operations relating to holder’s options, except put options which have not met the Custody
Operations Conditions will be cancelled by Euroclear Bank after 5 Business Days;
(ii) Custody Operations relating to offers and put options which have not met the Custody Operations
Conditions will be cancelled by Euroclear Bank if the deadline for receipt of such instruction has been
reached. The Participant will be notified by means considered appropriate by Euroclear Bank that the
instruction has been cancelled;
(iii) Euroclear Bank endeavours to inform Participants promptly of any Custody Operation not executed
and the reason therefor, but accepts no liability for any delay in so doing;
(iv) any securities debited or blocked in anticipation of a delivery or exercise of the Participant’s option or
right will be recredited or unblocked to the Securities Clearance Account from which they were debited or
blocked, as a result of the Overnight Securities Settlement Processing following cancellation of the Custody
Operation instruction.

19.4.5 Generation of records


(a) If a Custody Operation generates records, debits and credits to Participant’s Securities Clearance Accounts
and Cash Accounts are generated as a result of the Processing in which the instruction was successfully
executed.

(b) If a Custody Operation results in the debit of securities from a Securities Clearance Account, Euroclear
Bank may, in its sole discretion, credit the securities to a Transit Account until the credit of the Custody
Distribution to the relevant Securities Clearance Account or Cash Account, as applicable.

(c) Credits and debits resulting from the execution of a Custody Operation (including credits of the product of
Custody Distributions as set out in Section 19.5.3) may be final or provisional, as set out in Section 8. Section
8 also sets forth the circumstances in which such credits and debits may be reversed by Euroclear Bank.

19.5 Custody Distributions


Custody Distributions may be accepted in the Euroclear System, and subsequently credited to the Participants’
Securities Clearance Account or Cash Account, if they conform to the rules set out in Section 4 and Section 5
as the case may be, and are made in a manner which is in accordance with the Terms and Conditions and the
Operating Procedures.

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19.5.1 Custody Distributions subject to tax


(a) If a Custody Cash Distribution is received by Euroclear Bank after the deduction of any taxes, duties, fines,
penalties or damages associated therewith, the Custody Cash Distribution net of such amounts will be credited
to the affected Participants’ Cash Accounts.
(b) If Euroclear Bank is required, in connection with a Custody Cash Distribution, to make a withholding or
deduction for or on account of taxes, duties, fines, penalties or damages associated therewith, the Custody Cash
Distribution net of such amounts will be credited to the affected Participants’ Cash Account.
(c) If with a view to, or subsequent to, the crediting of a Custody Distribution to a Cash Account or Securities
Clearance Account or recording on a Non Deposit Account, Euroclear Bank is required to make a payment for
or on account of taxes, duties, fines, penalties or damages associated therewith, in connection with such
Custody Distribution, the Participants whose Cash Accounts or Securities Clearance Accounts or Non Deposit
Accounts were credited with such Custody Distribution shall indemnify and hold harmless Euroclear Bank for
such taxes, duties, fines, penalties or damages associated therewith pro rata the amount of cash or quantity of
securities received and Euroclear Bank is authorised to immediately debit the Participant’s Cash Account with
such amounts.

19.5.2 Entitlement to the product of Custody Distributions


(a) A Participant is entitled to the product of a Custody Cash or Non-cash Distribution resulting from a
Corporate Event if it holds securities in its Securities Clearance Account on the Record Date, or at any other
date or during any period specified by the issuer.
(b) The Record Date may vary according to special circumstances concerning particular securities. Euroclear
Bank endeavours to advise Participants by means it considers appropriate of the applicable Record Date, on the
basis of information received from the issuer or other sources generally considered reliable. Unless otherwise
specified by Euroclear Bank by DACE notice or otherwise, the Record Date in respect of:
(i) income and redemption proceeds is the date indicated in the relevant country section of the current
version of the Euroclear Documentation, as shown therein under the heading “Custody - Income and
redemption proceeds” (for securities covered by such guide) or the Business Day immediately preceding the
payment date (for all other securities); and
(ii) all other Custody Distributions is the date specified by the issuer.
(c) Securities balances used to determine entitlements for Custody Cash Distributions are those resulting from
the Overnight Securities Settlement Process dated the Record Date or any date or period specified by the issuer,
adjusted to reflect the results of receipts and deliveries from the local market received on the Record Date, or
any such date or period specified by the issuer, during the Real-time Processing.
(d) Securities balances used to determine entitlements for Custody Non-cash Distribution are those balances at
the end of the Real-time Processing dated the Record Date or any date or period specified by the issuer.
(e) Custody Distributions received by Euroclear Bank, whether in whole or in part of the amount due, are
credited pro rata to the amount of available securities of the issue standing to the credit of Participants'
Securities Clearance Accounts at the moment relevant for allocation of entitlements in each particular issue of
securities, as set out in (a) above, unless Euroclear Bank receives directions or information from the issuer or
the Participant to the contrary.
(f) The calculation of available securities for Custody Distributions does not include securities that are:
(i) blocked or otherwise unavailable for reasons set out in Section 9; or
(ii) registered in the name of the previous holder, as set out in Section 10.4.
(g) Custody Distributions made according to balances recorded on the Record Date may result in a market
claim (see Section 20.7).

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(h) Although all Custody Cash Distributions and other cash amounts relating to Corporate Events on securities
denominated in a National Currency Unit are credited in EUR, the calculation of the entitlement of each Participant to
such Custody Cash Distributions is made in the relevant National Currency Unit. Only the final amount to be booked
is converted into EUR.
(i) Should the application of an entitlement calculation rule result in a discrepancy, due to the rounding of amounts,
between the amount of funds received from the issuer or its agent and the aggregate entitlement amount calculated by
Euroclear Bank, Euroclear Bank may decide, in its sole discretion, to re-calculate Participants’ entitlement by
applying the calculation rules used by the issuer or its agent. In case of a re-calculation, Euroclear Bank reserves the
right to reverse, in accordance with the rules in Section 8, such Custody Cash Distributions that have already been
made in Participants’ Cash Accounts.

19.5.3 Credit of the product of Custody Distributions

19.5.3.1 Custody Cash Distributions


(a) For all Custody Operations which result in a Custody Cash Distribution, the cash amount equal to such Custody
Cash Distribution will be either:
(i) credited to the relevant Cash Account during the Overnight Securities Settlement Process following receipt of
notification of receipt of funds for the account of Euroclear Bank at the relevant Cash Correspondent; or
(ii) advanced on a provisional basis to the Participant by Euroclear Bank (see Section 8 for the relevant rules
regarding provisional credits); such advanced credits become no longer provisional for Euroclear Bank when the
relevant funds for the Custody Cash Distribution are received for the account of Euroclear Bank at the relevant
Cash Correspondent.
Exceptionally, the cash amount may be credited during the Real-time Processing.
(b) Custody Cash Distributions are advanced by Euroclear Bank pursuant to Section (a) (ii) above in its sole discretion
based on a number of factors, including the credit rating of the issuer, the credit rating of the Participant and whether
Euroclear Bank has received what it considers to be satisfactory and sufficient notice of the date and amount of the
payment for the Custody Cash Distribution. Provisional credits for advanced Custody Cash Distributions are recorded
in the relevant Cash Account:
(i) during the First Overnight Securities Settlement Processing dated the payment date with same day value, if
such payment date is a Business Day and is also a business day in the city of the Cash Correspondent for the
Settlement Currency, and in the cities stipulated in the governing documentation of the issue; or
(ii) during the First Overnight Securities Settlement Processing dated the first day that is a business day as set out
in (i) above, value the payment date, if the payment date referred to (i) above is not also a Business Day or is not a
business day in either the city of the relevant Cash Correspondent, or in the cities stipulated in the governing
documentation of the issue.

Euroclear Bank may also in its sole discretion decide to advance on a provisional basis interest payable by the issuer
or its agent due to delayed receipt of funds for a Cash Custody Distribution (please see Section 8 for the relevant rules
regarding provisional credits).
(c) Euroclear Bank reserves the right to defer the credit of funds resulting from a Custody Cash Distribution to be
credited to a Participant's Cash Account, or to block such funds if already credited to any Cash Account, until it has
received notice of final receipt of funds for its account at the relevant Cash Correspondent.
(d) Notwithstanding the provisions of Section 19.5., under exceptional circumstances, Euroclear Bank may, in its sole
discretion, allow a Participant to waive irrevocably its rights to have its relevant Cash Account credited with a
Custody Cash Distribution with respect to a particular Corporate Event, received, or to be received, by Euroclear
Bank.
(e) Notwithstanding the provisions of Sections 19.5.2, under circumstances in which Euroclear Bank has reasonable
belief that a Participant will not, or has chosen not to, receive a Custody Cash Distribution for a Corporate Event
through Euroclear Bank, Euroclear Bank may, in its sole discretion, deem that such Participant has waived
irrevocably its rights to have its relevant Cash Account credited with a Custody Cash Distribution received, or to be
received, by Euroclear Bank in relation to the same Corporate Event.

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(f) Euroclear Bank does not verify and accepts no liability for verifying:
(i) the accuracy or completeness or adequacy of, any Custody Cash Distribution that a Participant will not, or
has chosen not to, receive through Euroclear Bank in relation to a Corporate Event: or
(ii) whether any Custody Cash Distribution which a Participant will not, or has chosen not to, receive through
Euroclear Bank in relation to a Corporate Event, complies with applicable law or regulation or governing
documentation of the issue.
Euroclear Bank also accepts no liability for any claims or loss suffered by the relevant Participant arising from or
related to any Custody Cash Distribution that the relevant Participant will not, or has chosen not to, receive through
Euroclear Bank in relations to a Corporate Event.
(g) Euroclear Bank does not investigate Custody Cash Distributions where the difference between the amount
expected and the amount received is less than EUR 200. Participants should further note that Euroclear Bank does
not initiate claims for delayed interest when such compensation is less than EUR 200 or reverse for rounding
discrepancies.

19.5.3.2 Custody Non-cash Distributions


(a) Subject to 20.7.2.2, the product of the Custody Non-cash Distribution resulting from a Custody Operation will
be credited to the relevant Securities Clearance Account as a result of the Overnight Securities Settlement Process
following receipt of notification of receipt of such product of the Custody Non-Cash Distribution for the account of
Euroclear Bank at the Depositary. Such credit may be final or provisional as set out in Section 8. Exceptionally,
the product may be credited during the Real-time Processing.
(b) For rights distributions, stock split, amalgamation, or other similar events, the product of the Custody Non-cash
Distribution resulting from such Custody Operations will be credited to the relevant Securities Clearance Account
as a result of the Overnight Securities Settlement Process dated the Corporate Event date, on the basis of
information received by Euroclear Bank concerning the rights or securities distribution, and not necessarily based
on a confirmation of receipt of such Depositary by the Depositary. Such products of a Custody Non-cash
Distribution are immediately available for internal and Bridge settlement transactions. Exceptionally, the product
may be credited during the Real-time Processing.
(c) If the product of a Custody Non-cash Distribution credited to Participants’ Securities Clearance Accounts in (b)
above does not become tradable or for any other reason is not credited to the account of Euroclear Bank at the
Depositary, Euroclear Bank may, in its sole discretion:
(i) debit all entries representing holdings in such product of a Custody Non-cash Distribution in any account in
the Euroclear System;
(ii) cancel all unexecuted instructions in such product of a Custody Non-Cash Distribution; and
(iii) delete the security code assigned to the product of a Custody Non-cash Distribution from the securities
database.
(d) Euroclear Bank does not verify and accepts no liability for verifying:
(i) the accuracy or completeness or adequacy of any Custody Non-cash Distribution that a Participant will not,
or has chosen not to, receive through Euroclear Bank in relation to a Corporate Event: or
(ii) whether any Custody Non-cash Distribution which a Participant will not, or has chosen not to, receive
through Euroclear Bank in relation to a Corporate Event, complies with applicable law or regulation or
governing documentation of the issue.
Euroclear Bank also accepts no liability for any claims or loss suffered by the relevant Participant arising from or
related to any Custody Non-cash Distribution that the relevant Participant will not, or has chosen not to, receive
through Euroclear Bank in relations to a Corporate Event.

19.5.4 Custody Distributions on securities received after the Record Date


(a) Custody Distributions on securities received into the Euroclear System after the Record Date are distributed as
soon as practicable.
(b) The Custody Distributions are made available as a result of the First Overnight Securities Settlement Processing
or Cash Processing after Euroclear Bank has received confirmation of credit of the product of the Custody
Distribution to its account.

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19.5.5 Custody Distributions in respect of securities in Transit Accounts


(a) Any Custody Distribution received by Euroclear Bank in respect of securities credited to a Transit Account
on the Record Date will be transferred to the recipient of the securities to which the Custody Operation relates
either:

(i) on the date of transfer of the securities from the Transit Account to a Securities Clearance Account; or
(ii) on the date of delivery of the securities credited to the Transit Account out of the Euroclear System,

but in any case not earlier than the date of receipt by Euroclear Bank of confirmation of the credit of the
product of such Custody Distribution to its account.

(b) When the securities in the Transit Account are transferred to a Securities Clearance Account of the
intended recipient, the product of the Custody Distribution will be credited to the Securities Clearance Account
or Cash Account of such recipient.

(c) If the securities in the Transit Account are returned to the depositor, the delivery of the product securities or
payment of the product funds will be returned by the Depositary by any means determined by it with reference
to practice in its local market.

(d) When the securities are credited to a Transit Account on the Record Date pursuant to a delivery instruction,
the product of the Custody Distribution will be credited to the Participant’s Securities Clearance Account or
Cash Account if the securities have been delivered ex-coupon in accordance with local market practice, and
upon confirmation of receipt of such product from the Depositary.

19.5.6 Custody Distributions in respect of securities in memorandum accounts


(a) The product of a Custody Distribution received by Euroclear Bank in respect of securities temporarily
delivered out of the Euroclear System for voting purposes, whether in whole or in part of the amount due, is, in
the absence of directions by or on behalf of the issuer to the contrary, credited to the Participant's Securities
Clearance Account or Cash Account associated with the Securities Clearance Account in which the securities
were held immediately prior to their expected return being noted in memorandum accounts pro rata to the
amount so noted in all Participants' memorandum accounts. The product is credited as a result of the
Overnight Securities Settlement Process dated the Record Date.

(b) The product of a Custody Distribution in respect of securities for which information is recorded on a Non
Deposit Account in connection with FundSettle International services will, if Euroclear Bank has received
sufficient notice, whether in whole or in part of the amount due, and in the absence of directions by or on
behalf of the issuer to the contrary:

(i) be reflected in the Non Deposit Account, if it results in an increase in the position registered in the name
of the Participant or its designee;
(ii) be credited to the Participant's Securities Clearance Account, if it results in securities which are eligible
for deposit in the Euroclear System and registered in the name of a FundSettle nominee, as set out in
Section 27; or
(iii) be credited to the Participant's Cash Account, as set out in Section 27.

19.5.7 Custody Distributions not accepted in the Euroclear System


(a) If Euroclear Bank receives notice that a Custody Distribution shall be made in a manner which is not in
accordance with the Terms and Conditions and the Operating Procedures, Euroclear Bank reserves the right:

(i) to decline to accept such Custody Distribution; or


(ii) to distribute such Custody Distribution in accordance with the Terms and Conditions and these
Operating Procedures; or

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(iii) to hold the amount of such Custody Distribution received pending determination of the appropriate
distribution thereof; or
(iv) to return such Custody Distribution to the issuer or such agent.

(b) A Participant must provide instructions as to the disposal of a Custody Distribution which is not accepted
for deposit in the Euroclear System by the deadline specified by Euroclear Bank.

19.5.7.1 Custody Non-cash Distributions not accepted in the Euroclear System


(a) If a Custody Non-Cash Distribution resulting from a Custody Operation is not accepted for deposit in the
Euroclear System (pursuant to Section 4), and the Participant has provided Euroclear Bank with instructions
on where to deliver such Distribution, Euroclear Bank will pass on to the appropriate agent the request that the
Custody Non-Cash Distribution be delivered as indicated in the Participant’s instructions, but accepts no
liability if the agent does not act accordingly.

(b) In the absence of instructions from the Participant by the deadline specified by Euroclear Bank, Euroclear
Bank is authorised either:

(i) to deliver the Custody Non-Cash Distribution to an account of the Participant outside the Euroclear
System; or
(ii) to provide the issuer, an agent or other relevant person with the name and address of the Participant so
that the Custody Non-Cash Distribution can be delivered to it.

(c) Euroclear Bank accepts no liability for such delivery of Custody Non-Cash Distribution or any cost incurred
in connection therewith.

(d) If a Participant is to receive an odd lot not accepted in the Euroclear System, in accordance with Section 4,
as a result of a Corporate Event, the odd lot will not be credited to the Participant’s Securities Clearance
Account. Euroclear Bank will notify the Participant that it may request Euroclear Bank to deliver the odd lot
to a recipient outside the Euroclear System in the relevant domestic market. If, within two weeks of such
notice being sent by Euroclear Bank, the Participant has not sent such a delivery request to Euroclear Bank,
Euroclear Bank is authorised to ask a third party to try to arrange for the sale of the odd lot and to credit the
Participant’s Cash Account with the proceeds of any such sale, after the deduction of any expenses incurred in
connection with such sale. Euroclear Bank does not guarantee that any sale will be made and does not assume
any responsibility for the terms or conditions (including the price) of any sale that is made.

(e) If the product of a Custody Non-cash Distribution results in fractional amounts of securities or in a number
of securities that cannot be allocated to the number of Participants entitled to such distribution, Euroclear Bank
is authorised (i) to request to the issuer or its agent to credit an amount of cash equivalent to the non-
acceptable or non-allocable Non-cash Distribution; or (ii) to ask a third party to try to arrange for the sale of
the non-acceptable or non-allocable portion of the Non-cash Distribution and to credit the Participant’s Cash
Account with the proceeds of any such sale in accordance with Section 19.5.2, after deduction of any expenses
incurred in connection with such sale. Euroclear Bank does not guarantee that any sale will be made and does
not assume any responsibility for the terms or conditions (including the price) of any sale that is made.

19.5.7.2 Custody Cash Distributions not accepted in the Euroclear System


(a) If the Custody Cash Distribution is not in a Settlement Currency, Euroclear Bank will request instructions
from the Participant as to where the cash is to be paid. The cash received will be held by a Cash
Correspondent until such instructions are received from the Participant, whereupon the cash will be transferred
to the extent practicable in accordance with the instructions.

(b) In the absence of such instructions mentioned in (a) above, Euroclear Bank is authorised to provide the
issuer, an agent, or other relevant person, with the name and address of the Participant so that the Custody
Cash Distribution can be delivered to it.

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20. Custody specific rules

Table of contents

20.1 General .................................................................................................................................................. 1


20.2 Collection of income and redemption proceeds .................................................................................... 1
20.2.1 Income on securities with floating rates........................................................................................... 1
20.2.2 Final redemption............................................................................................................................. 1
20.2.3 Partial redemption........................................................................................................................... 1
20.2.3.1 Partial redemption by drawing ................................................................................................ 1
20.2.4 Currency options on income and redemption................................................................................... 3
20.2.5 Automatic currency conversion of income ....................................................................................... 3
20.3 Taxes ...................................................................................................................................................... 3
20.3.1 Provision of information ................................................................................................................. 3
20.3.2 Provision of assistance in obtaining tax relief .................................................................................. 4
20.3.3 Proactive tax reclaim service ........................................................................................................... 5
20.4 Issues of subscription rights .................................................................................................................. 6
20.4.1 General ........................................................................................................................................... 6
20.4.2 Exercise of rights ............................................................................................................................ 7
20.4.3 Lapse of rights ................................................................................................................................ 7
20.4.4 Deferred payment............................................................................................................................ 7
20.4.5 Liability .......................................................................................................................................... 7
20.5 Detachment and reattachment of warrants .......................................................................................... 8
20.6 Coupon stripping ................................................................................................................................... 8
20.6.1 General ........................................................................................................................................... 8
20.6.2 Coupon stripping in the Euroclear System....................................................................................... 8
20.6.3 Securities eligible for coupon stripping in the Euroclear System...................................................... 9
20.6.4 Processing of POs and COs ............................................................................................................. 9
20.6.5 Voting rights in respect of POs........................................................................................................ 9
20.7 Market claims...................................................................................................................................... 10
20.7.1 General ......................................................................................................................................... 10
20.7.2 Domestic Market Claims Procedure .............................................................................................. 11
20.7.2.1 Withholding Tax Relief ....................................................................................................... 11
20.7.2.2 Processing of Market Claims................................................................................................ 11
20.7.2.2.1 General . ........................................................................................................................... 11
20.7.2.2.2 Custody Non-cash Distribution ......................................................................................... 12
20.7.2.2.3 Custody Cash Distribution ................................................................................................ 12
20.7.3 Other Market Claims Procedure .................................................................................................... 13
20.8 Voting................................................................................................................................................... 13
20.8.1 General rules................................................................................................................................. 13
20.8.2 Processing of instructions to vote .................................................................................................. 14
20.8.3 Memorandum accounts ................................................................................................................. 15
20.9 Certification under applicable U.S. law.............................................................................................. 15
20.10 Global securities ................................................................................................................................ 17
20.10.1 General ....................................................................................................................................... 17
20.10.2 Exchange for definitive individual or global certificates .............................................................. 17
20.10.3 Exercises of warrants or other options ......................................................................................... 18

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20.11 Safekeeping and related services for fractional funds securities...................................................... 18


20.12 Redenominations ............................................................................................................................... 19
20.12.1 General ...................................................................................................................................... 19
20.12.1.1 Lenders' and Borrowers' Record-keeping Accounts ............................................................ 20
20.12.2 Instructions in securities subject to redenomination ..................................................................... 20
20.12.2.1 Cut-off time for denomination currency ............................................................................. 20
20.12.2.2 Execution of settlement instructions ................................................................................... 21
20.12.2.3 Execution of Custody Operations ....................................................................................... 21
20.12.3 Requests to borrow and Requested Recalls .................................................................................. 22

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20.1 General
(a) The rules applying to all Custody Operations are set out in Section 19 (Custody general rules).

(b) This Section 20 sets forth the exceptions and additional rules that apply to certain Custody Operations only.

20.2 Collection of income and redemption proceeds

20.2.1 Income on securities with floating rates


(a) The information as received by Euroclear Bank is used to calculate the amount of income to be credited to the
Cash Account of Participants. Regardless of denomination and whether an issue of securities exists in one or more
denominations, the amount of interest per 1,000 units of Settlement Currency will be calculated according to the
following formula:

1,000 x published rate x number of days = zzz.zzzzzz


100 y

where “y” is the number of days per year specified in the prospectus.

(b) Any result that has more than six decimal places is truncated at the sixth decimal place without rounding.

20.2.2 Final redemption


(a) Participants with secured credit arrangements with Euroclear Bank in its separate banking capacity benefit from
the collateral value of the securities until the Overnight Securities Settlement Processing as a result of which the
redemption proceeds become available.

(b) Securities approaching redemption are subject to settlement restriction as set out in Section 9.

(c) For securities with an automatically extendable maturity date, Euroclear Bank will reflect the final (extended)
maturity date in its systems. Without prejudice to Section 19.5.3.1(c), payment of the redemption proceeds may take
place on the initial maturity date on condition that Euroclear Bank has received confirmation in due time from the
issuer or its agent that payment will take place on the initial maturity date which will therefore not be automatically
extended.

20.2.3 Partial redemption


(a) If a partial redemption requires a reduction of the minimum denomination in which securities of an issue can be
traded, all unexecuted settlement instructions for that issue of securities are cancelled by Euroclear Bank on the
Business Day immediately preceding the redemption date. Participants must send new settlement instructions for a
nominal amount that is a multiple of the new minimum denomination amount. An amount equal to the portion of
redeemed principal is debited as a result of the Overnight Securities Settlement Process dated the redemption date.

(b) If a partial redemption does not require a reduction of the minimum denomination in which securities of an issue
can be traded, unexecuted settlement instructions will be processed in accordance with Part II - A - Settlement and
securities will not be debited to Participants’ Securities Clearance Accounts.

20.2.3.1 Partial redemption by drawing


(a) In the case of partial redemption by drawing, Euroclear Bank will conduct a computerised lottery in order to
determine to which Securities Clearance Accounts, and in what amounts, the securities to be so redeemed will be
allocated. Records of securities debits to the appropriate Securities Clearance Account of the Participants whose
securities have been selected for redemption are generated on completion of the First Overnight Securities Settlement
Processing dated the Business Day succeeding the allocation in the Euroclear System.

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(b) In accordance with the arrangement with Clearstream concerning book-entry transfers, if up to USD 1,000,000
nominal value (or the equivalent in other currencies or Composite Currency Units) of any issue of securities subject to
the partial redemption by drawing is held in the Euroclear System on behalf of Clearstream under such arrangement;
then
(i) if the securities subject to the partial redemption by drawing can be allocated in full to Participants, the
securities held on behalf of Clearstream will be excluded from the allocation procedure in the Euroclear System;
and
(ii) if the securities subject to the partial redemption by drawing cannot be allocated in full to Participants, the
securities subject to the partial redemption by drawing will be allocated among Participants and Clearstream in
accordance with the procedures described in (a) above. If, however, on the day of the allocation in the Euroclear
System, the amount of the issue held on behalf of Clearstream is equal to or greater than USD 1,000,000 (or its
equivalent in other currencies or Composite Currency Units), the entire amount of the issue held on behalf of
Clearstream is included in the allocation procedure of the Euroclear System described in the previous paragraph.
The arrangement includes similar allocation procedures in respect of securities held in Clearstream on behalf of
the Euroclear System.

(c) In the event of a partial redemption of a security held in global form by a Common Depositary or Common
Safekeeper and in the absence of indications to the contrary in the governing documentation of the issue, the
respective proportional interests of Euroclear Bank and Clearstream in the global security will be determined as of the
close of business on the business day, being a day when both Euroclear Bank and Clearstream are open for business,
preceding the date of notification of the redemption. The principal amount of the security in global form called for
redemption will be allocated pro rata to the Euroclear System and to Clearstream in such proportions and in
accordance with the agreements between Euroclear Bank, Clearstream, and each of the Common Depositaries or
Common Service Providers/Common Safekeepers. The amount so allocated to the Euroclear System will be allocated
to Securities Clearance Accounts in accordance with its usual procedures.

(d) Participants should be aware that Euroclear Bank and Clearstream do not always execute drawings as of the same
time on the relevant drawing date. Accordingly, Participants receiving securities or delivering securities subject to a
drawing via a Bridge settlement on the relevant drawing date, may lose their right to participate in the drawing or,
potentially, be subject to the drawing twice, Euroclear Bank accepts no liability for losses caused by Participants that
choose to deliver or receive securities subject to a drawing via Bridge settlement on the relevant drawing date.

(e) In the case of a partial redemption by drawing or partial call by lottery in a local market, Euroclear Bank will
endeavour to notify Participants as soon as it receives notification from the local market. Participant positions may be
blocked between the time of local processing and processing in Euroclear Bank, if deemed appropriate by Euroclear
Bank.

(f) Euroclear Bank cannot process a local market drawing or partial call until after the results from the relevant local
market are made available to Euroclear Bank by the relevant Depositary or Other Clearance System. Euroclear Bank
will process a local market drawing or partial call only upon receipt of such results. Participants will be drawn on the
positions available at the time the drawing is processed in Euroclear. Participants should be aware that the timing of a
Euroclear processing of a drawing or partial call reflecting a local market drawing or partial call will be different from
the time of the processing in the local market and may, in certain cases, be based on positions for a different record
date. Participants should also be aware that the processing rules for drawings at Euroclear Bank may differ from the
processing rules used in the local market.

(g) If external settlements of drawn or called securities occurring between the time of the processing of the drawing or
partial call in a local market and the Euroclear processing of such local market drawing or partial call cause the total
drawn or called position in the local market to be greater than the Euroclear position at the time of the Euroclear
processing, Euroclear will debit the Participant(s) that most recently held the relevant drawn or called securities and
that delivered such drawn or called securities out of the Euroclear System. Such securities will be included in the
Euroclear processing of the drawing or partial call and it is possible that a shortfall may arise. Any shortfall in a
Securities Clearance Account created by such an external settlement of a drawn or called security shall be covered by
the relevant Participant(s) in accordance with Section 15(c) of the Terms and Conditions, provided that, in some cases
Euroclear may be required to purchase the relevant securities to cover the drawing or partial call in a period of less
than seven business days. Euroclear Bank accepts no liability for any losses caused by such a shortfall or the covering
thereof or for any risks related to the holding of callable securities by Participants.

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20.2.4 Currency options on income and redemption


If no Custody Operation instruction from a Participant is received by Euroclear Bank by the deadline specified in a
DACE notice to exercise a currency option, Euroclear Bank is authorised to accept payment:
(i) for domestic bonds, in the Settlement Currency indicated in a DACE notice sent to the Participant specifying a
default currency;
(ii) for all other securities, in the currency received from the paying agent.

20.2.5 Automatic currency conversion of income


(a) Upon registration with Euroclear Bank, income credited to a Participant’s Cash Account may be automatically
converted into the Settlement Currency of the Participant’s choice.

(b) Participants may select the following options for automatic conversion:
(i) conversion of either dividends or interest ; or both
(ii) conversion of income credited in specific or all Settlement Currencies;
(iii) conversion of income up to a specified maximum amount for each currency to be converted on each Business
Day;
(iv) income to be credited from a specified start date.

(c) A registration for automatic conversion, a change to a registration or revocation of a registration must be received
by Euroclear Bank on a Business Day by 10:00, to be effective two Business Days later.

(d) The amount of a currency to be converted on a given Business Day is determined as:
(i) amount of income to be credited on the next Business Day;
(ii) plus income amounts resulting from a market claim or other compensation already processed to be credited;
(iii) less income amounts resulting from a market claim or other compensation already processed to be debited;
(iv) less any income amounts resulting from a market claim or other compensation to be processed to be debited.

(e) To be taken into account, settlement instructions must have been received by Euroclear Bank by 17:00 on the day
the conversion is processed.

(f) The conversion is executed on the Business Day preceding the date on which the income is to be credited, provided
that it is a business day in the countries of both the currencies, or if it is not such a business day, the immediately
succeeding Business Day. Cash is debited and credited to the appropriate subdivisions of the Cash Account on the
day of execution of the conversion. The Value Date of the conversion is the first Business Day after the execution
date.

20.3 Taxes

20.3.1 Provision of information


(a) Euroclear Bank may, in its sole discretion, provide Participants with information concerning:
(i) the tax treatment of securities held or to be held in the Euroclear System;
(ii) the type of tax relief available with respect to such securities;
(iii) the eligibility criteria and documentation requirements for obtaining tax relief at source or through refund;
(iv) any other tax issue that Euroclear Bank deems to be appropriate.

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(b) The information provided is not intended to constitute legal advice and should not be relied upon as such.
Participants are responsible for informing themselves of applicable legal, tax or regulatory requirements. Euroclear
Bank does not accept any liability if the information it provides is not up-to-date or is inaccurate or incomplete.

(c) Euroclear Bank may, in its sole discretion, provide Participants with information as to the number of securities or
amount of Custody Distributions on which Participants may obtain tax relief services through Euroclear. This
information however may not be construed as an acknowledgement of the Participants' or beneficial owners'
entitlement to tax relief. Participants are responsible for determining whether Participants or beneficial owners are
entitled to tax relief, and if so, the number of securities or amount of Custody Distributions on which they are entitled
for relief.

(d) Irrespective of any information provided by Euroclear Bank as set out in this Section, Participants are liable for
any taxes, interests, penalties or any other amounts payable in respect of securities held in the Euroclear System or in
respect of transactions with securities held in the Euroclear System.

20.3.2 Provision of assistance in obtaining tax relief


(a) Euroclear Bank may, in its sole discretion, assist Participants in obtaining tax relief either at source or through a
refund procedure.

(b) The tax assistance set out in (a) above may consist of, but is not necessarily limited to:
(i) checking whether documents sent by a Participant to support a tax relief claim appear to be complete as to
form;
(ii) forwarding documents to support a tax relief claim, to the extent that Euroclear Bank believes that the
documentation appears to be complete as to form;
(iii) reporting to a Participant the status of its tax relief claim;
(iv) crediting recovered tax amounts to the relevant Participants’ Cash Accounts.

In the case of depositary receipts, the tax assistance set out in (a) is generally limited to:
(i) transmitting the information and documentation received from the issuer or its agent to the Participant, without
independently verifying it;
(ii) whenever a tax relief service is offered by the issuer or its agent either at source or through a refund procedure,
forwarding the documents to support a tax relief claim received from the Participant to the issuer or its agent when
required, without independently verifying whether the documents appear to be complete as to form;
(iii) crediting the recovered tax amounts to the relevant Participant’s Cash Accounts.

(c) Euroclear Bank gives no guarantee that tax procedures will result in obtaining tax relief either at source or through
a refund procedure. Neither does Euroclear Bank guarantee that no additional procedural requirements must be
complied with.

(d) Euroclear Bank may, in its sole discretion, decide to withdraw from participating in any tax procedure, refuse to
process any particular tax claim or cancel any pending tax claims. Euroclear Bank accepts no liability for any
discontinuance, temporary or permanent, of any tax procedure or any tax claim, for whatever reason.

(e) Euroclear Bank is not responsible for the correctness, accuracy, timeliness or completeness of documents to
support a tax relief claim received from a Participant and processed or forwarded to the relevant persons or
authorities.

(f) Euroclear Bank may in its sole discretion process or forward documents to support a tax relief claim from a
Participant received after the Euroclear deadline, but Euroclear Bank accepts no liability whatsoever for any errors or
omissions resulting from its processing or forwarding, nor for any damages, costs, taxes, penalties, interests thereon
or other related amounts.

(g) Euroclear Bank is not responsible for the value under which any recovered tax amounts are credited or for any
delay in crediting such amounts. The credit of the recovered tax amounts to a Cash Account is provisional until the
receipt is final.

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(h) If any Participant receives an unwarranted benefit, the Participant undertakes to refund any amount corresponding
to such unwarranted benefit, together with any interests and penalties thereon. In this regard, Participants irrevocably
authorise Euroclear Bank to debit their Cash Accounts for this amount.

(i) Participants authorise Euroclear Bank and the relevant Depositary or Other Clearance System to disclose to the
local authorities (including the tax authorities) or any other appropriate person all required information or
documentation.

(j) Participants undertake to notify Euroclear Bank immediately of any change which could render any statement in
any declaration connected with tax procedures untrue or incomplete and undertake to immediately complete and
correct such documentation accordingly.

20.3.3 Proactive tax reclaim service


(a) Euroclear Bank may assist Participants in obtaining a refund of excess withholding tax through a “Proactive Tax
Reclaim Service”. In the context of this service, Euroclear Bank may detect withholding tax refund opportunities,
generate, sign and lodge withholding tax reclaim forms and supporting documentation with tax authorities or agents
appointed for this purpose, report the status of the withholding tax reclaims to Participants, credit refunded amounts
to the Participant’s Cash Account when received and take any other action, as it deems necessary in its sole discretion,
to obtain a refund of excess withholding tax on the beneficial owner’s behalf.

(b) The Proactive Tax Reclaim Service, when offered, is available upon subscription in respect of certain eligible
securities held or to be held in one or more Securities Clearance Accounts designated by a Participant.

(c) Euroclear Bank may publish a Proactive Tax Reclaim Service guide which describes the scope and various features
of the service, including, but not necessarily limited to, the computation of the securities holding eligible for the
Proactive Tax Reclaim Service, the applicable documentation requirements and other procedural requirements to be
complied with by the subscribers. In case of conflict between the Proactive Tax Reclaim Service guide and the
Operating Procedures, the Operating Procedures shall prevail.

(d) The information provided in the Proactive Tax Reclaim Service guide is subject to change at any time without
prior notice. The information is not intended to constitute legal advice and should not be relied upon as such.
Euroclear Bank does not accept any liability if the information is not up-to-date or is inaccurate or incomplete.

(e) A Participant wishing to subscribe to the Proactive Tax Reclaim Service must acknowledge receipt of or access to
(via the Euroclear website) and agree to the Proactive Tax Reclaim Service guide, as amended from time to time, by
returning the duly completed and executed Subscription Agreement to Euroclear Bank. A Participant shall in the
Subscription Agreement :
(i) designate the Securities Clearance Accounts for which it wishes to subscribe to the Proactive Tax Reclaim
Service;
(ii) if the designated Securities Clearance Accounts are segregated accounts, inform Euroclear Bank of the source
countries for which it wishes to subscribe to the Proactive Tax Reclaim Service;
(iii) undertake to communicate the identification data of the beneficial owners of the securities held or to be held
on the designated Securities Clearance Accounts to Euroclear Bank either in the Subscription Agreement itself or
in the Holding Breakdown.

(f) The Subscriber represents, warrants and covenants that:


(i) it has the power and authority to subscribe to the Proactive Tax Reclaim Service including, if applicable, to
authorise Euroclear Bank to sign reclaim forms on behalf of the beneficial owner identified in the Subscription
Agreement or in the Holding Breakdown;
(ii) all identification data of the Participant and the beneficial owner indicated on the Subscription Agreement and,
if applicable, in the Holding Breakdown are true and accurate;
(iii) the beneficial owner indicated on the Subscription Agreement or in the Holding Breakdown, and in any
accompanying document, is entitled to the withholding tax procedure for which the Participant has subscribed;
(iv) it will notify Euroclear Bank immediately, via registered mail, tested telex or authenticated SWIFT, if any data
it has indicated in the Subscription Agreement or in the Holding Breakdown for a specific dividend payment date
changes or becomes incomplete;

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(v) it will notify Euroclear Bank immediately, via registered mail, tested telex or authenticated SWIFT, if all or
part of the quantity of securities or beneficial owners taken into account to generate a refund claim according to the
rules set out in the Proactive Tax Reclaim Service guide as amended from time to time is or are not eligible for the
refund claim so generated;
(vi) if the Securities Clearance Account to which the Subscription Agreement relates is a Segregated Account, all
securities in respect of which it has subscribed for the Proactive Tax Reclaim Service and which are held or to be
held in the Securities Clearance Account indicated in this Subscription Agreement, belong to one single beneficial
owner, the identification data of which are provided in the Subscription Agreement;
(vii) if the Securities Clearance Account to which the Subscription Agreement relates is an Omnibus Account, the
securities for which a Holding Breakdown is provided by the appropriate deadline belong to the beneficial owners
for which identification data are provided in the Holding Breakdown;
(viii) If the Subscription Agreement is to apply for cash dividend payments made prior to the date of execution of
the Agreement, such application does not generate duplicate claims; and
(ix) it understands that the ultimate responsibility to restitute unwarranted tax benefits and any associated fees,
fines or interests remains with the Subscriber.

(g) If accepted as a Subscriber to the Proactive Tax Reclaim Service, a Participant will be notified by Euroclear Bank
of the date from which the service commences.

(h) Euroclear Bank gives no guarantee that the introduction of a withholding tax refund claim through the Proactive
Tax Reclaim Service will result in a refund of withholding tax. Neither does Euroclear Bank guarantee that no
additional documentation requirements must be complied with.

(i) The introduction of a withholding tax refund claim by Euroclear Bank will not constitute an acknowledgement of
the beneficial owner’s entitlement to the withholding tax relief applied for and may not be construed as such.

(j) Euroclear Bank may at any time in its sole discretion discontinue the Proactive Tax Reclaim Service for all or
certain subscribers, upon notice to all affected subscribers effective immediately.

(k) Any Participant may advise Euroclear Bank by registered mail, tested telex or authenticated SWIFT message, that
it wishes to resign as a subscriber to the Proactive Tax Reclaim Service. Any such resignation shall become effective
as from the second Business Day following receipt of the notice to resign by Euroclear Bank.

(l) Neither the discontinuance of the Proactive Tax Reclaim Service or the termination of a given subscription or the
resignation of a given subscriber shall affect the obligations of the subscribers to Euroclear Bank. Euroclear Bank
shall have no liability to any Participant or other person as a result of any discontinuance, termination, resignation or
any other action pursuant to this Section 20.3.3.(j) or (k).

(m) Sections 20.3.1. and 20.3.2. are also applicable to the Proactive Tax Reclaim Service described in this Section,
except if provided otherwise therein.

20.4 Issues of subscription rights

20.4.1 General
(a) Except where applicable law or issue documentation requires otherwise or when considered appropriate by
Euroclear Bank, subscription rights accepted for deposit in the Euroclear System will be allocated a separate Security
Code from that of the parent security with respect to which the rights are issued.

(b) When Euroclear Bank is aware of a forthcoming issue of subscription rights, it will accept settlement instructions
for the transfer of such subscription rights subject to the terms of any particular subscription rights, but will not
execute any such instruction prior to the date of issue of such subscription rights. Euroclear Bank will, however, not
accept Custody Operation instructions in respect of subscription rights until after their issuance.

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(c) Deposits of subscription rights into the Euroclear System, and deliveries of such securities out of the Euroclear
System, will be executed only by the Depositary and on such terms as may be determined in the sole discretion of
Euroclear Bank.

20.4.2 Exercise of rights


(a) Instructions for the sale or purchase of fractional rights will be executed according to prevailing market practice.
As a general rule, rights for which Euroclear Bank has not received instructions to exercise will be allowed to lapse as
set forth in 20.4.3. Exceptionally, unless the Participant advises Euroclear Bank in writing to the contrary, Euroclear
Bank may, however, in its sole discretion or based on a Participant’s instruction, sell any rights which would
otherwise lapse for the benefit of the Participant, and any such sale shall be made in such markets, in such manner, on
such terms and for such consideration as Euroclear Bank in its sole discretion shall consider appropriate.

(b) Any rights so sold are debited to the Securities Clearance Account to which they were credited. The proceeds of
the sale of the rights, less any fee, cost, penalty or expense incurred by Euroclear Bank in connection with the sale of
the rights, are credited to the Cash Accounts of the Participants whose Securities Clearance Accounts were debited,
pro rata to the amount of such rights sold.

20.4.3 Lapse of rights


(a) Any rights for which Euroclear Bank has not received timely, valid instructions to exercise, or any rights for
which instructions have been received but not exercised for any reason, will be allowed to lapse.

(b) Any rights which lapse are debited to the Securities Clearance Account to which they have been credited.

(c) If any payment is received by Euroclear Bank in respect of such lapsed rights, such payment less any fee, cost,
penalty or expense is credited to the Cash Accounts of the Participants whose Securities Clearance Accounts were
debited pro rata to the amount of such rights previously credited to the related Securities Clearance Accounts.

20.4.4 Deferred payment


(a) When conditions governing rights require the payment of the subscription price at some time after giving notice of
exercise, instructions to exercise such rights subject to a deferred payment will be accepted in the sole discretion of
Euroclear Bank and in any event subject, at the time of exercise of the rights, to successful cash positioning.

(b) If Euroclear Bank has given notice of exercise and cash positioning is unsuccessful on the date on which payment
is required, Euroclear Bank is authorised, but in no way obligated, to, pay the required amount for the account of the
Participant, without relieving such Participant of any liability for such payment or default thereof.

(c) The timing applicable to these payments is that of the appropriate form of money transfer instruction as described
in Section 21.

20.4.5 Liability
Euroclear Bank accepts no liability for:
(i) the exercise of rights or its inability to exercise such rights;
(ii) the terms on which such rights were exercised;
(iii) the terms on which any rights are purchased or sold;
(iv) any delay or failure of the settlement of any purchase or sale of rights or any direct or indirect consequence of
such delay or failure;
(v) its inability to sell or purchase rights; or
any lapse of rights.

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20.5 Detachment and reattachment of warrants


(a) Euroclear Bank may agree to detach, or cause to be detached, warrants and similar attachments issued or attached
to other securities, provided that:
(i) the warrants or similar attachments, when detached, are freely and customarily traded as separate securities;
and
(ii) the detachment will not cause the security from which the warrants or similar attachments are to be detached to
become invalid.

(b) For detachment of warrants for a new issue of securities when the Execution Date is not later than the date of the
Overnight Securities Settlement Process in which the issue is distributed, and if the instruction has been input for a
Securities Clearance Account which is to receive securities from a New Issues Securities Clearance Account,
Euroclear Bank submits the instruction to transfer securities to the Overnight Securities Settlement Process in which
the new issue is distributed. Internal settlements against payment for settlement on closing date of warrants or
ex-warrant securities resulting from such detachment of warrants are processed in accordance with Section 16 as new
issues of securities.

20.6 Coupon stripping

20.6.1 General
Detachment of coupons or coupon stripping is the process whereby interest coupons for future payment dates are
separated from the security corpus that entitles the holder to principal repayment. In case of stripping, each of the
stripped coupon (Coupon Only or “CO”) or stripped corpus (Principal Only or “PO”) is assigned a separate Security
Code, different from the Security Code of the original security.

20.6.2 Coupon stripping in the Euroclear System


(a) Coupon stripping in the Euroclear System is by book entry, regardless of the form of the original security. The
original security is debited and the POs and COs credited in a detachment; the coupons are not physically detached
from the principal corpus. All unmatured coupons are detached and each resulting CO is allocated a separate Security
Code.

(b) Coupon stripping in the Euroclear System is done only at a Participant’s request, provided that stripping is not
anticipated in the governing documentation of the issue. In particular, Euroclear Bank does not agree to strip coupons
in the following circumstances:
(i) coupon stripping contemplated by an issuer in the structure of the issue (organised stripping); or
(ii) securities stripped by or on behalf of custodians that repackage long-term securities (repackaging of securities).

(c) The instructing Participant is solely responsible for ensuring that local regulations do not prohibit coupon
stripping when submitting a Custody Operation instruction. Euroclear Bank makes no investigation in this regard.
Participants wishing to strip securities in the Euroclear System or wishing to hold stripped securities in the Euroclear
System should consult their tax advisers about tax requirements and consequences of such actions. Participants
stripping securities in the Euroclear System or holding stripped securities in the Euroclear System do so at their own
risk. In the event of issuer default, the rights of holders of POs and COs will be determined in accordance with the
governing documentation of the issue and applicable law.

(d) If CO rights are not recognised, and if possession of coupons is necessary for PO holders to exercise their rights,
Euroclear Bank will reattach the necessary coupons and CO holders will lose any further claim.

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20.6.3 Securities eligible for coupon stripping in the Euroclear System


(a) Coupons may be stripped from bonds with a fixed rate and frequency of interest payment accepted in the Euroclear
System provided that the governing documentation of the issue does not either:
(i) prohibit coupon stripping; or
(ii) make provision for organised coupon stripping.

(b) In addition to (a) above, coupons may be stripped in the Euroclear System if the securities from which the coupons
are to be stripped do not have any of the following features:
(i) carry any holder options which, once exercised, cancel or amend coupons with future dates or the rights for CO
holders with the exception of currency (options and the like to be exercised at each interest payment which do not
prevent coupon stripping in the Euroclear System);
(ii) carry any issuer options which, once exercised, cancel coupons with future dates or the rights of CO holders
(with the exception of a call option for tax reasons, which will not prevent coupon stripping in the Euroclear
System);
(iii) require any beneficial ownership certification at the time of, or after, the coupon stripping;
(iv) have a credit rating less than Aa (Moody’s) or AA (Standard and Poor’s and Mikuni’s) at the time of the
coupon stripping.

20.6.4 Processing of POs and COs


(a) POs and COs stripped outside the Euroclear System, if accepted for deposit in the System are processed in
accordance with standard Euroclear procedures.

(b) Custody Operations instructions for detachment and reattachment of coupons are executed, only if securities
positioning is successful, as a result of the Securities Settlement Process dated the Business Day preceding the
Execution Date indicated in the instruction. The securities positioning which occurs as a result of the Overnight
Securities Settlement Process is based on available securities at the end of the Real-time Processing.

(c) POs and COs stripped in the Euroclear System may:


(i) be transferred by way of an internal settlement;
(ii) not be delivered out of the Euroclear System by either Bridge or external settlement.

(d) In case of early redemption for tax reasons, or partial redemption by drawing, Euroclear Bank will take such
action as it in its sole discretion determines to be necessary to calculate the value of the PO and COs and will allocate
the redemption proceeds to holders pro rata according to their present value calculations.

(e) In case of partial redemption by drawing, Euroclear Bank will:


(i) determine the proportion of the issue held in the Euroclear System that has been stripped in the Euroclear
System;
(ii) allocate the quantity of drawn bonds in the Euroclear System pro rata to the amounts of stripped securities and
securities of the issue that have not been stripped held in the System;
(iii) for the securities that have been stripped, carry out a computerised lottery in order to determine to which
Securities Clearance Accounts, and in what amounts, the PO and each CO to be so redeemed will be allocated.

20.6.5 Voting rights in respect of POs


Holders of POs or COs need to reattach all outstanding COs to the PO in order to exercise voting rights.

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20.7 Market Claims

20.7.1 General
(a) Market claims may be processed in respect of a Custody Distribution when:
(i) a Participant has instructed a transfer of securities cum-distribution which settles ex-distribution; or
(ii) a Participant receives a distribution on securities that it has acquired ex-distribution.

(b) Subject to Section 20.7.2, the type of security on which there is a distribution and the type of instruction determine
whether the market claim is processed by Euroclear Bank, or not, and, if so, when it is processed:
(i) the Domestic Market Claims Procedure is used for processing market claims by Euroclear Bank on internal and
external settlements (but not on Bridge Settlements), as set forth below in Section 20.7.2; and
(ii) the Other Market Claims Procedure is used for processing market claims by Euroclear Bank on certain internal
settlements against payment, as set forth below in Section 20.7.3.

Market claims for Bridge settlements are not processed by Euroclear Bank.

(c) When a Participant receives a distribution on securities that it has transferred cum-distribution, the market claim is
effected by:
(i) a debit to the transferring Participant’s Cash Account or Securities Clearance Account, as the case may be; and
(ii) a credit to the recipient Participant’s Cash Account or Securities Clearance Account, as the case may be.

(d) When a recipient Participant receives a distribution on securities that it has acquired ex-distribution, the market
claim is effected by:
(i) a debit to the recipient Participant’s Cash Account or Securities Clearance Account, as the case may be; and
(ii) a credit to the transferring Participant’s Cash Account or Securities Clearance Account, as the case may be.

(e) Participants may not instruct a transfer of securities cum-distribution that it has acquired ex-distribution if this is
prohibited under the local market rules. When a Participant has in spite of said prohibition transferred securities cum-
distribution that it has acquired ex-distribution, the market claim will not be processed in the Euroclear System unless
the market claim is processed automatically in the local market. In the latter case, the market claim will,
notwithstanding Section 20.7.2.1 (c) and (e), be effected by:
(i) a debit to the transferring Participant’s Cash Account or Securities Clearance Account, as the case may be; and
(ii) a credit to the recipient Participant’s Cash Account or Securities Clearance Account, as the case may be.

(f) A market claim credit to a Participant’s Cash Account or Securities Clearance Account is subject to:
(i) for an internal settlement, a corresponding debit to the counterparty’s Cash Account or Securities Clearance
Account; or
(ii) for an external settlement, a payment or delivery of securities by the counterparty to the market claim.

(g) In certain instances, a market claim credit to a Participant’s Cash Account or Securities Clearance Account may
be effected before the related debit to, or payment or delivery by, its counterparty. In such cases, the market claim
credit is provisional as set out in Section 8.

(h) Market claim debits may represent extensions of credit by Euroclear Bank in its separate banking capacity to the
Participant party to the market claim.

(i) The calculation of market claims on Custody Cash Distributions due in a National Currency Unit will be made as
set out in Section 19.5.2 for the calculation of entitlement amounts for Custody Cash Distributions.

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20.7.2 Domestic Market Claims Procedure


(a) The relevant country section of the Euroclear Documentation under the heading “Market Claim” sets out those
securities subject to the Domestic Market Claims Procedure. Participants are also notified by means of specific reports
of settlement instructions that are expected to result or that have resulted in market claims, with an indication of those
market claims that may be or have been processed by Euroclear Bank.

(b) Notwithstanding Section 20.7.1 and the relevant country section of the Euroclear Documentation, Participants may
be notified by means of DACE that market claims will not be processed by Euroclear Bank, by reference to the type of
instruction or the type of security.

(c) Market claims resulting from external settlements are made, in accordance with applicable local market practice,
by the Depositary designated for the issue or the relevant Other Clearance System. Market claim credits and debits in
the Euroclear System resulting from external settlements reflect market claim payments or transfers received or made
by such Depositaries or relevant Other Clearance System.

20.7.2.1 Withholding Tax Relief


(a) Participants are responsible for ensuring that withholding tax relief claims introduced in respect of Custody
Distributions that are debited to their account further to the processing of a market claim are cancelled or otherwise
amended, when necessary.

(b) Participants who have applied for full or partial relief from withholding tax at source in respect of a Custody
Distribution that is subsequently debited from its Cash Account or Securities Clearance Account pursuant to the
processing of a market claim, may be requested to amend or confirm the tax relief claim previously introduced. If no
such amendment or certification is received within the stated deadline, Euroclear Bank may cancel the tax relief claim
and apply or cause to apply withholding tax at the maximum rate.

(c) When a Participant has transferred securities cum-distribution that it has acquired ex-distribution, the Participant
must ensure, notwithstanding Section 20.7.2.1(e), that the recipient of the resulting market claim is made aware,
when applicable, of the fact that the market claim does not constitute a dividend for tax purposes.

(d) If Euroclear Bank is required, in connection with the crediting of a market claim, to make a withholding or
deduction for, or on account of, taxes, duties, fines, penalties or damages associated therewith, the market claim net of
such amounts will be credited to the affected Participant’s Cash Account.

(e) If with a view to, or subsequent to, the crediting or debiting of a market claim to a Cash Account or Securities
Clearance Account, Euroclear Bank is required to make a payment for or on account of taxes, duties, fines, penalties
or damages associated therewith, in connection with such market claim, the Participant whose Cash Account or
Securities Clearance Account was credited or debited with such market claim shall indemnify and hold harmless
Euroclear Bank for such taxes, duties, fines, penalties or damages associated therewith and Euroclear Bank is
authorised to immediately debit the Participant’s Cash Account with such amounts.

20.7.2.2 Processing of market claims

20.7.2.2.1 General
(a) Euroclear Bank will only process market claims after it has received confirmation to its satisfaction that the
Custody Distribution has been processed in the local market.

(b) If a market claim is processed automatically in the local market without regard to whether or not sufficient
securities or cash is available to process the market claim, Euroclear may be required to process the market claim
resulting in a debiting of, or a debit position being created in, the Participant’s relevant account..

(c) If the processing of a market claim requires a debit or blocking of cash or securities, Euroclear Bank may in its
sole discretion debit or block the Participant’s relevant account with the corresponding cash amount or securities.
Euroclear Bank determines in its discretion in which Processing the debiting or blocking will become effective.

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20.7.2.2.2 Custody Non-cash Distributions


(a) In respect of a market claim resulting from an internal settlement, Euroclear Bank will automatically generate the
necessary instructions on behalf of the Participants and submit the instructions for processing in the first available
Processing as soon as is reasonably possible in accordance with processing rules set out herein after the underlying
internal instruction has settled.

(b) In respect of a market claim resulting from an external settlement, Euroclear Bank will automatically generate the
necessary instruction on behalf of the Participant and submit the instruction for processing in the first available
Processing as soon as is reasonably possible in accordance with processing rules set out herein (including Section
20.7.2.2.1):
(i) in the event of a market claim resulting in a credit, after it receives notification from the Depositary or the Other
Clearance System of the settlement in the local market of the external instruction and of the credit to the account of
Euroclear Bank of the proceeds of the market claim; or
(ii) in the event of a market claim resulting in a debit, after it receives notification from the Depositary or the Other
Clearance System of the settlement in the local market of the external instruction.

The expected date of the credit or debit in the local market given in the relevant section of the Euroclear
Documentation under the heading “Market Claim” is therefore only an indication of the date Euroclear Bank expects
to be able to make the credit or debit and Euroclear Bank accepts no liability if the credit or debit is not made on such
date.

(c) If a Participant party to a market claim does not have sufficient securities available in its securities Clearance
Account, it must provide such securities in sufficient time to prevent a debit position from being created. Due to an
impending deadline on a local market with respect to a particular Corporate Event, Euroclear Bank may require a
Participant to eliminate such a debit position in the time required in order to meet such deadline. If the Participant
fails to eliminate such debit position by the deadline requested by Euroclear Bank, Euroclear Bank may (but, in its
discretion, need not) purchase, for the account and at the sole expense of such Participant, such amount of such
securities for credit to such Securities Clearance Account.

(d) Under local market practice in certain markets, Non-cash Distributions may be compensated either in securities or
cash, depending on when the relevant instruction settles in the local market. Euroclear Bank will process such market
claim in accordance with applicable local market practice.

20.7.2.2.3 Custody Cash Distributions


(a) In respect of a market claim resulting from an internal settlement, Euroclear Bank will automatically generate the
necessary instructions on behalf of the Participants and submit the instructions for processing in the Overnight
Securities Settlement Process as soon as is reasonably possible in accordance with processing rules set out herein after
the underlying internal instruction has settled.

(b) In respect of a market claim resulting from an external settlement, Euroclear Bank will automatically generate the
necessary instruction on behalf of the Participant and submit the instruction for processing in the Overnight Securities
Settlement Process as soon as is reasonably possible in accordance with processing rules set out herein (including
Section 20.7.2.2.1):
(i) in the event of a market claim resulting in a credit, after it receives notification from the Depositary or the
Other Clearance System of the settlement in the local market of the external instruction and after it receives
notification from the Cash Correspondent of the credit to the account of Euroclear Bank of the proceeds of the
market claim; or
(ii) in the event of a market claim resulting in a debit, after it receives notification from the Depositary of the
Other Clearance System of the settlement in the local market of the external instruction.

The expected date of the credit or debit in the local market given in the relevant section of the Euroclear
Documentation under the heading “Market Claim” is therefore only an indication of the date Euroclear Bank expects
to be able to make the credit or debit and Euroclear Bank accepts no liability if the credit or debit is not made on such
date.

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20.7.3 Other Market Claims Procedure


(a) Subject to (b) below, the Other Market Claims Procedure will be effected in the manner set out below in this
Section 20.7.3 for all securities that are not subject to the Domestic Market Claims Procedure (see Section 20.7.2).

(b) Save in exceptional circumstances, Euroclear Bank will not process market claims for international securities and
domestic bonds having the following characteristics, unless the Domestic Market Claims Procedure is applicable (see
Section 20.7.2):
(i) those upon which interest is subject to a varying rate of withholding of tax at source depending on the recipient
status;
(ii) those with an option as to currency of payment;
(iii) those denominated in a Composite Currency Unit;
(iv) domestic bonds indicated as not subject to compensation in the relevant country section of the Euroclear
Documentation under the heading “Market Claim”;
(v) those for which the date on which the interest rate is fixed is on or after the Record Date, to the extent that
Euroclear Bank is aware of the date on which the interest rate is fixed ; and
(vi) those in default.

(c) All transactions executed after the Record Date are deemed to be ex-coupon.

(d) The processing of settlement instructions includes a market claim in respect of internal settlement instructions
against payment executed after the Record Date if the settlement date in the matched instructions is before the last day
of the interest period.

(e) All debits and credits to Cash Accounts in respect of market claims are provisional until the receipt by Euroclear
Bank of the interest payment is final, as described in Section 8. In the event that Euroclear Bank does not receive the
interest payment, all debits and credits in respect of such market claim will be reversed in accordance with Section 8
as soon as possible after the receipt by Euroclear Bank of confirmation that the payment has not been received.

(f) For those securities transactions settled after the Record Date and having a settlement date indicated by the seller
before the last day of the interest period for which no market claim is effected, a message is produced on the
Statement of Transactions as described in the current Euroclear Documentation indicating that the market claim is not
processed by Euroclear Bank.

(g) In respect of an internal settlement against payment instruction, records of cash debits and credits to the
appropriate Cash Accounts are generated on completion of the Processing as a result of which the underlying
instructions are executed. If settlement takes place on or after the interest payment date, the entry is valued the
settlement date. If settlement takes place before the interest payment date, the entry is valued such interest payment
date.

20.8 Voting

20.8.1 General rules


(a) Euroclear Bank provides a voting service for Qualifying Equities and Qualifying Funds, as specified in the
Euroclear Documentation. Rights to vote may be affected by local regulations, the rules of the relevant company or
local practice and Euroclear Bank accepts no liability if any Participant, whether advised of a voting right or not, is
unable for any reason to exercise such rights through Euroclear Bank or otherwise with respect to securities held in
the Euroclear System.

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(b) Euroclear Bank may, in its sole discretion, agree to a request to vote by means of a Custody Operation instruction
in order to assist a Participant to exercise voting rights on securities which are not Qualifying Equities or Qualifying
Funds, including international securities, corporate bonds, equities other than Qualifying Equities or investment funds
and similar forms of collective investments other than Qualifying Funds. Such assistance may include:
(i) acceptance of instructions from a Participant to block securities standing to the credit of its Securities
Clearance Account;
(ii) the execution, or making of arrangements for the execution of, proxies, powers-of-attorney, entry cards or other
similar certificates for delivery to the issuer or its agent;
(iii) requiring Euroclear Bank’s nominee, the Specialised Depositary or its nominee or such other person as
Euroclear Bank may designate to vote, by proxy or otherwise, with respect to such securities held in the Euroclear
System.
(c) All such actions that may be taken by Euroclear Bank upon such a request by a Participant are at the Participant’s
full and sole risk and Euroclear Bank accepts no liability whatsoever for any consequence resulting there from.
Euroclear Bank reserves the right in its discretion not to take any action in connection with the voting of securities
under this subsection 20.8.
(d) It is the Participant’s responsibility to ensure that its voting instruction reflects the voting instructions of the
beneficial owner, that it is properly authorised by the beneficial owner and that all documents required to be submitted
by the beneficial owner of the securities have been duly authorised and executed. Euroclear Bank makes no
investigation and assumes that such authorisation has been obtained.
(e) Euroclear Bank accepts no liability if as a result of the application of holding, registration, voting or any other
restriction established in the articles of incorporation or association or the like of the company or by any relevant law,
decree or judgement of any government, court or other governmental agency or body of competent jurisdiction, or for
any other reason, it is unable to have the votes cast in accordance with the Participant’s instructions. Euroclear Bank
will notify Participants of all such restrictions of which it has notice.
(f) In certain countries it is customary for custodians to vote in respect of securities in favour of management in the
absence of receipt of timely instructions to the contrary. Euroclear Bank does not accept any liability with respect to
voting rights exercised according to any such market practice.
(g) A Custody Operation instruction to vote authorises Euroclear Bank, upon request from the issuer or its agent, any
court or other governmental agency or body of competent jurisdiction, to disclose the Participant's name and quantity
of securities of the issue in respect of which the action is taken. It is however not possible to take any such action with
respect to, nor to disclose, specific certificate numbers or other identification.

20.8.2 Processing of instructions to vote


(a) Euroclear Bank makes arrangements for the voting of securities in accordance with Participants’ instructions
subject to the provisions of this section. In this respect, Euroclear Bank may use third party service providers for such
arrangements. Euroclear Bank's duties and liabilities with respect to third party service providers are set forth in
Section 12 of the Terms and Conditions. Participants are notified of such appointments in the relevant market link
sections of the Euroclear Documentation.
(b) The general procedures for voting qualifying securities held in the Euroclear System at both annual and
extraordinary general meetings is described below. Special additional procedures for certain equities are described in
Part IV - Domestic Markets Section.
(c) Upon receipt by Euroclear Bank of a Custody Operation instruction to vote together with any necessary proxy
voting form duly completed and executed by the deadline for receipt of such instruction indicated in the DACE notice
informing the Participant of the meeting, or if such meeting was not informed by a DACE notice, by such time as
Euroclear Bank in its sole discretion determines, Euroclear Bank will act as follows:
(i) if the instruction is for voting through the Euroclear System, Euroclear Bank shall take such actions as it deems
necessary for voting to be effected in accordance with the Participant’s instructions. Such actions may include
sending a postal vote, appointing a proxy to vote at the meeting or requesting the Specialised Depositary or any
other person to appoint a proxy for such purpose;
(ii) if the instruction is for voting other than through the Euroclear System, Euroclear Bank shall execute, or
arrange for the execution of, proxies, powers-of-attorney, entry cards or other similar certificates for delivery as
indicated in the instruction.

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(d) Euroclear Bank will block the securities in respect of which the actions indicated in (c) above are taken from the
Execution Date until the Business Day following the day upon which holding such securities confers an entitlement to
vote in accordance with local market rules or practice.

(e) If a meeting is adjourned, in the absence of any instruction to the contrary from the Participant:
(i) Euroclear Bank takes such action as it deems necessary for voting to be effected in accordance with the
Participants instructions for the original meeting; and
(ii) the securities remain blocked until the date necessary to confer voting rights at the adjourned meeting.

(f) Participants should be aware that Euroclear Bank does not validate or verify the accuracy of information included
in a voting instruction in the field marked “Remarks to Euroclear”. Such information is passed on to the relevant
agent or Depositary in the form inputted by the Participant. Euroclear Bank accepts no liability for any losses arising
due to the information included in this field.

20.8.3 Memorandum accounts


(a) In certain markets Euroclear Bank maintains, to facilitate reporting, a separate memorandum account associated
with the Securities Clearance Account to which the securities were previously credited for voting the securities of each
person designated by the Participant requesting delivery of securities for voting purposes. However, as for all other
accounts in the Euroclear System, identification of a person as beneficial owner by a Participant for memorandum
account purposes does not create any contractual relationship between Euroclear Bank and such person, or otherwise
give such person a claim with respect to the such memorandum account or to the associated Securities Clearance or
Cash Accounts.

(b) A memorandum account may be closed when the securities temporarily delivered out are confirmed by the
Depositary as having been redeposited in the Euroclear System and are credited to the associated Securities Clearance
Account, and no further securities remain noted in the memorandum account.

20.9 Certification under applicable U.S. law


(a) Where the governing documentation for any securities or applicable U.S. law requires the delivery of certifications,
each Participant holding such securities shall transmit to Euroclear Bank a Custody Operation instruction (a
“Certification Instruction”), in accordance with the procedures set forth in the applicable DACE notice with respect to
such Certification Event. Such Certification Instruction is a confirmation from the Participant that the beneficial
owner or owners of all the securities of the type described in the applicable DACE notice held by Euroclear Bank for
the benefit of such Participant meet the applicable beneficial ownership requirements under U.S. law as set forth in
the terms and conditions of such securities. Such Certification Instruction may be based solely on certifications
received by the Participant. Please be aware that Euroclear Bank does not monitor or enforce transfer restrictions with
respect to securities held in the Euroclear System.

(b) In connection with a certification of beneficial ownership required under U.S. law Annex 1 sets forth a model
form of U.S. beneficial ownership certification. This form is designed as a comprehensive certification for
incorporation in automated certification procedures; certain clauses may not apply in particular circumstances. If the
proposed form of any certification or statement required in connection with any issue is different in any substantive
respect from that set forth in Annex 1, Euroclear Bank must be so advised in writing by the lead manager or issuing
agent, as appropriate, at the time it is first notified of the issue. Absent such notice, the Standard Long-Form
Certification will be used. A Certification Instruction incorporates only the Standard Long-Form Certification set
forth in Annex 1. Failure to follow such form will result in the inability of Participants to use automated Certification
Instructions.

(c) The certification date for securities in the Euroclear System is the date set forth in the relevant DACE notice with
respect to the particular Certification Event. Participants receiving securities into the Euroclear System after such date
will be deemed to have received securities for which the required certification was confirmed previously. This date
will generally be the last day of the period of offering restrictions except when the first interest payment date for such
securities is prior to such date. Depending on the issue of securities, the certification required for such interest
payment may be the only certification required. In addition, some issues may also require a subsequent certification
upon exchange of a temporary global security for permanent or definitive securities. In the latter case there may be
multiple certification dates for the same issuance.

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(d) For certain Certification Events, Participants may be required to send other documents or instructions required
pursuant to the governing documentation of a given issue of securities.

(e) Euroclear Bank will deliver to each Participant notice of any Certification Event of which it has been advised in
advance by the lead manager or issuing agent. Each Participant shall return to Euroclear Bank a separate
Certification Instruction if applicable for each Securities Clearance Account to which securities of the issue subject to
the Certification Event will be standing to the credit as of the Certification Event.

(f) Upon the receipt of such Certification Instruction by Euroclear Bank, the Participant's name or any code
identifying a Securities Clearance Account of such Participant therein or in respect thereof shall be deemed to be
equivalent to a manual signature thereof for all purposes.

(g) The delivery by a Participant to Euroclear Bank of any such Certification Instruction in the manner described in
the relevant DACE notice with respect will constitute affirmation of the completeness, truth and accuracy as of the
date of its delivery and as of the certification date set forth in such DACE notice of all the applicable statements made
in the Standard Long-Form Certification contained in Annex 1, which shall be deemed incorporated by reference in
each such Certification Instruction as fully as if set forth therein and manually executed by such Participant. Each
Participant shall be responsible for the completeness, truth and accuracy of all information contained in any such
Certification Instruction.

(h) Under the governing documentation of an issue or applicable U.S. law, an exercise of rights to which a
Certification Event relates (including, without limitation, exchange and delivery of definitive securities, receipt of
payment of interest or principal, exercise of warrants and conversion of securities) may not be effected until a
Participant has delivered the Certification Instruction or Standard Long-Form Certification or other form of
certification required with respect to such Certification Event; and certain warrant, conversion, subscription or other
rights may terminate unless a Certification Instruction and any other required information is returned by any date
determined pursuant to the governing documentation of the issue and in accordance with the Operating Procedures.

(i) Any Participant which does not provide the appropriate form of certification or provides a Certification Instruction
notifying Euroclear Bank that its position or a portion thereof remains uncertified will have its holding or the relevant
portion thereof, as the case may be, in the security subject to the Certification Event blocked or flagged as uncertified.
Such blocking or flagging will be lifted only upon receipt of the requested certification and, in the case of securities
issued in NGN form, an authorisation from the issuer or its agent to mark-down the relevant temporary form
certificate and mark-up the relevant permanent form certificate. Uncertified holdings are blocked or flagged to denote
that, after the relevant exchange date, such holdings reflect rights in a temporary form security rather than rights in a
permanent form security or definitive securities.

(j) Without prejudice to (h) above, the date and value of the credit to any Cash Account are dependent upon the time
of receipt of the funds by Euroclear Bank. If funds are received no later than the receipt of certification, Cash
Accounts will be credited as soon as possible after the receipt of such certification, value the Business Day on which
such timely certification is received by 18:30. If the funds are received after the receipt of any certification,
Participants receive the same value as is received by Euroclear Bank.

(k) Each Participant hereby irrevocably constitutes and appoints Euroclear Bank its true and lawful agent and
Attorney - in - Fact for the purpose of making, executing, dating and delivering, on behalf of the Participant or the
beneficial owner or owners’ behalf if so required by the relevant governing documentation, a Standard Long-Form
Certification (or such other form as may be necessary to comply with governing documentation) relating to the
Certification Event.

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(l) Each Participant shall promptly upon Euroclear Bank's request:


(i) execute a Standard Long-Form Certification or issuer defined non-standard certification in the form required by
the relevant governing documentation with respect to any Certification Instruction sent by it to Euroclear Bank
pursuant to this Section; or
(ii) ratify and confirm in any reasonable manner any Certification Instructions or any Standard Long-Form
Certification executed by Euroclear Bank on behalf of such Participant or the relevant beneficial owner or owners’
pursuant to this Section.

(m) Each Participant irrevocably authorises the production of these Operating Procedures, any certification or record
retained by Euroclear Bank of a Certification Instruction, any Standard Long-Form Certification or any other
document delivered by such Participant pursuant to this Section, or a copy or copies of any of the foregoing, to any
interested party in any administrative or legal proceeding or official inquiry with respect to matters covered by this
Section or any such Certification Instruction.

20.10 Global securities

20.10.1 General
(a) When a security is represented by a single global certificate, the custody of such global certificate will be entrusted
to a Common Depositary or Common Safekeeper; Euroclear Bank does not accept any responsibility in connection
with any global security other than as set forth in the Terms and Conditions and in these Operating Procedures.

(b) If the global security is in registered form, it must be registered in the name of a nominee company of the
Common Depositary.

(c) After receiving the global security at the closing, the Common Depositary or Common Safekeeper is responsible
only for holding the global security for Euroclear Bank and Clearstream.

(d) Collection of non-U.S. beneficial ownership or other certifications, exchange of the temporary global security for
definitive securities in the form of individual certificates or a permanent global security, cancellation or surrender of
the global security and any other operations concerning the global security are the exclusive and respective concerns
of Euroclear Bank and Clearstream.

(e) The Common Depositary, Common Service Provider and Common Safekeeper is contractually bound to follow the
instructions of Euroclear Bank and Clearstream with regard to the disposition of global securities and cannot be
obligated to any other party regarding such disposition.

(f) The Common Depositary, Common Service Provider and Common Safekeeper when acting in such capacity are
not an exchange agent or registrar and hold global securities for Euroclear Bank and Clearstream only. The Common
Depositary, Common Service Provider and Common Safekeeper have no knowledge of the interests of system
participants or beneficial owners in global securities. They will not sign any certification as to interests in a global
security without instruction from Euroclear Bank and Clearstream and cannot accept any certification or confirmation
as to ownership or any other matter for any purpose relating to interests in a global security.

20.10.2 Exchange for definitive individual or global certificates


The administration of the exchange of temporary global certificates for definitive securities, whether individual
certificates or permanent global certificates, is undertaken under the conditions specified in Section 20.9 and as
agreed with the issuer, including any legal requirements such as the provision of certifications of beneficial
ownership.

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20.10.3 Exercises of warrants or other options


(a) Form must be discussed with Euroclear Bank in advance of the closing at the time acceptance of the security is
requested from Euroclear Bank.

(b) Instructions for exercises of warrants and other options through the Euroclear System (including the collection of
any certification from holders and the provision of any certifications to the fiscal agent or other party with respect
thereto) must be given to Euroclear Bank, and not to any other party.

(c) Euroclear Bank is responsible for instructing its Depositary to make global securities available for endorsement to
reflect exercises of options through the Euroclear System.

(d) Documentation must not provide for the Depositary to endorse or mark global securities in its capacity as such
(although the Depositary may be requested by the bank acting as fiscal agent or in a similar capacity to cooperate in
such operation).

20.11 Safekeeping and related services for fractional funds securities


(a) Fractional nominal amounts of securities issued by international or domestic investment fund companies may be
accepted for deposit in the Euroclear System under the conditions set forth in this Section.

(b) Book-entry records in respect of fractional amounts of funds securities will be annotated on the books of Euroclear
Bank in a special purpose database, which forms part, and is a subdivision of, the Participant’s Securities Clearance
Account to which the whole numbers of securities of the same issue are credited. Records of such fractions in the
Euroclear System generally include up to four decimal figures.

(c) Acceptance of fractional funds securities for deposit in the Euroclear System, and any subsequent internal or
external transfer thereof, is subject to prior approval by Euroclear Bank on a case by case basis for each transaction.
Participants must notify Euroclear Bank in advance of any transfer of funds securities which may include decimal
fractions. Upon confirmation of Euroclear Bank’s approval of the transfer of funds securities including fractional
amounts, Participants must send specific settlement instructions including the contents and by the means and
deadlines specified by Euroclear Bank. Standard internal, Bridge or external settlement instructions that do not
include such specific requirements will not be accepted in respect of decimal fractions of securities.

(d) Voting or subscription instructions in respect of fractional amounts of fund securities are not accepted.
Participants may, however, send voting or subscription instructions for whole amounts of such securities.

(e) Acceptance of Custody Operation instructions in respect of amounts including fractional amounts of fund
securities for Corporate Events other than voting or subscription is subject to prior approval by Euroclear Bank on a
case by case basis for each Custody Operation instruction. Participants wishing to send Custody Operation
instructions in respect of fractional amounts of securities must previously contact Euroclear Bank to obtain the details
on the specific instruction requirements.

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(f) In accordance with Section 19.5.7.1, if the product of a Custody Non-cash Distribution results in fractional
amounts of securities, Euroclear Bank is authorised to request to the fund company or its agent to credit an amount of
cash equivalent to the fractional fund securities, or to ask a third party to try to arrange for the sale of the fractional
amount of securities and to credit the Participant’s Cash Account with the proceeds of any such sale, after the
deduction of any expenses incurred in connection with such sale, Euroclear Bank does not guarantee that any sale will
be made and does not assume any responsibility for the terms or conditions (including the price) of any sale that is
made.

(g) Standard reporting on Participants’ balances and instructions does not include decimal fractions of securities.
Each Participant authorises Euroclear Bank to report its activity related to fractional amounts of securities by
facsimile.

(h) Euroclear Bank may discontinue any or all of the services described in this Section 20.11 at its sole discretion, at
any time and without prior notice to Participants.

20.12 Redenominations

20.12.1 General
(a) Euroclear Bank processes the redenomination of securities on the basis of data received from the issuer or any
other relevant source it considers reliable, but accepts no liability if for any reason it is unable to process the
redenomination, or if it has not received data expected to be included in the Securities Redenomination Processing or
if the data received is incorrect or incomplete.

(b) The Securities Redenomination Processing generally takes place in the evening of the Business Day preceding the
Redenomination Date. As a result of the Securities Redenomination Processing the following records are generated:
(i) a debit to the Securities Clearance Account of the securities denominated in the National Currency Unit, and
(ii) a credit to the technical account where the conversion will take place, and
(iii) a debit to the technical account, and
(iv) a credit to the Securities Clearance Account of the amount of securities denominated in EUR, resulting from
the redenomination.

(c) The redenomination of external delivery instructions which, before the beginning of the Securities
Redenomination Processing, have been successfully positioned and for which the securities have been debited to the
Securities Clearance Account and credited to the Transit Account will generate the following movements;
(i) a debit to the Transit Account, and
(ii) a credit to the related Securities Clearance Account, and
(iii) after the redenomination has taken place as described in (b) above, a debit of the securities to the Securities
Clearance Account, and
(iv) a re-credit of the amount of securities denominated in EUR to the Transit Account.

(d) The redenomination of securities will generally be processed through the Securities Redenomination Processing as
scheduled, but Euroclear Bank may perform such processing at such time and including such data as in its sole
discretion determines, and accepts no liability for so doing.

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(e) The aggregate amount of securities redenominated into EUR received by Euroclear Bank, whether in whole or in
part of the amount due, shall be distributed to Participants pro rata to the amount of securities standing to the credit of
Participants’ Securities Clearance Accounts at the time the redenomination is processed in the Euroclear System.
Redenomination of each Participant’s balances and, if relevant, instructions in the Euroclear System will generally
follow the redenomination method specified by the issuer, but Euroclear Bank reserves the right to allocate such
redenominated securities in any manner which is in accordance with the Terms and Conditions and which it
determines in its sole discretion. In making such determination, Euroclear Bank will generally, but is not obliged to,
take into account the issuer’s options as to (i) whether the basis for redenomination is each position in a given issue of
securities or the minimum nominal amount; and (ii) whether the redenominated amount will be expressed with
decimals or not, in which case the issuer may decide to compensate the nominal fraction of securities in cash.

(f) Any cash compensation paid by an issuer to compensate the nominal fractions of securities will be subject to the
rules for Custody Cash Distributions.

(g) Due to options chosen by an issuer or the nature of the security, specific rules and procedures may apply to the
redenomination of specific securities issues in which case Participants will be informed in advance through DACE
notices.

(h) Rounding discrepancies resulting from the redenomination of securities may result in adjustments to Participants’
Securities Clearance Accounts through the debit or credit of nominal amounts of securities. Euroclear Bank
endeavours to minimise the impact on Participants of such rounding discrepancies, but reserves the right to debit or
credit to a Participant’s Securities Clearance Account nominal amounts of securities at the time the discrepancy is
identified, irrespective of whether the securities that were subject to redenomination are still credited to such
Participant’s Securities Clearance Account. Allocation of discrepancies will be done at random and may be done
without prior notice to Participants. Euroclear Bank accepts no liability for the failure of a settlement or any other
instruction caused by any adjustment made to a Securities Clearance Account.

20.12.1.1 Lenders’ and Borrowers’ Record-keeping Accounts


(a) Any outstanding balance relating to a security denominated in a National Currency Unit being redenominated in a
Lender’s or Borrower’s Record-keeping Account at the beginning of the relevant Securities Redenomination
Processing will be redenominated in accordance with the general rules set out in Section 20.12.1 above.

(b) In order to process the redenomination of securities credited to a Record-keeping Account, any outstanding
Borrowing or Loan will be cancelled by Euroclear Bank and, after redenomination has taken place in the
corresponding Securities Clearance Account in accordance with Section 20.12.1 above, replaced by a Borrowing or
Loan for the resulting amount of securities denominated in EUR.

(c) A rounding discrepancy between the total amount of borrowings and the total amount of loans in a given securities
issue resulting from the redenomination of securities in Lenders’ and Borrowers’ Record-keeping Accounts will result
in a reduction of the amount of securities of a Borrowing or a Loan, as appropriate. Such reduction will be made by
Euroclear Bank in accordance with Section 20.12.1 above.

20.12.2 Instructions in securities subject to redenomination

20.12.2.1 Cut-off time for denomination currency


(a) Settlement instructions do not indicate the denomination currency of securities. Any instruction for a securities
issue which is subject to redenomination will be considered to be input in either a National Currency Unit or EUR,
depending on the time of receipt of the instruction by Euroclear Bank as follows:

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(i) instructions received before the cut-off time will be deemed to have been input in the relevant National
Currency Unit, and
(ii) instructions received after the cut-off time will be deemed to have been input in EUR.

The cut-off time is 18:30 for instructions received through Euclid or SWIFT and 10:00 for instructions received by
mail or telex, on the Business Day immediately preceding the Redenomination Date.

(b) Only valid instructions for a security subject to redenomination which are pending at the cut-off time will be
redenominated by Euroclear Bank.

(c) From 18:30 on the Business Day immediately preceding the Redenomination Date, and until the completion of the
Securities Redenomination Processing, the input and validation of instructions in securities undergoing
redenomination will be restricted as set out in the Euroclear Documentation.

(d) Any cancellation instruction which is pending at the beginning of the relevant Securities Redenomination
Processing will not be redenominated by Euroclear Bank and will lapse when the original instruction is
redenominated by Euroclear Bank. As a result, any original instruction which has been redenominated by Euroclear
Bank will be executed in EUR, unless the Participant has input a new cancellation instruction after the end of the
Securities Redenomination Processing taking into account the redenomination.

20.12.2.2 Execution of settlement instructions


(a) Each Participant authorises Euroclear Bank to cancel its settlement instructions pending at the cut-off time as set
out in Section 20.12.2.1 for securities denominated in a National Currency Unit that are subject to redenomination
into EUR and to replace them by settlement instructions in which the nominal amount of securities is in EUR.

(b) The settlement of a Participant’s instructions in a security being redenominated, in particular delivery instructions
based on simultaneous receipt instructions, may fail as a result of rounding discrepancies following redenomination.
Euroclear Bank accepts no liability for such settlement failure.

(c) The cash countervalue in a settlement instruction will not be adapted by Euroclear Bank to include any cash
compensation to be paid by the issuer in connection with a redenomination or to reflect a change in the market
convention applicable to the security in the instruction. It is Participants’ own responsibility to arrange, outside the
Euroclear System, for compensation from their counterparties.

(d) Euroclear Bank reserves the right to cancel any pending instruction which has been cancelled in the local market
due to a redenomination.

20.12.2.3 Execution of Custody Operations


(a) Each Participant hereby authorises Euroclear Bank to cancel any Custody Operation instruction which is pending
at the beginning of the Securities Redenomination Processing as a result of which the underlying security is being
redenominated and for which a debit or blocking of securities in the Participant’s Securities Clearance Account has
not yet been executed. Participants are responsible for replacing the Custody Operation instruction after the relevant
Securities Redenomination Processing.

(b) Any Custody Operation instruction which is pending at the beginning of the Securities Redenomination
Processing as a result of which the underlying security is being redenominated and for which a debit or