Procedures for the Issuance of UMLRs and UMPPRs in the DIFC and South Africa

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1 Procedures for the Issuance of UMLRs and UMPPRs in the DIFC and South Africa Issued by: MIS Compliance Department Applicable to: All MIS Employees and Shared Services Employees supporting the ratings process Scope: the DIFC and South Africa Effective Date: June 30, 2015 For Internal Use Only PROCEDURE 1. PROCEDURES FOR ASSIGNING AND MONITORING AN UNPUBLISHED MONITORED LOAN RATING OR AN UNPUBLISHED MONITORED PRIVATE PLACEMENT RATING MIS will issue a DIFC or a South Africa Unpublished Monitored Loan Rating ( UMLR ) or Unpublished Monitored Private Placement Rating ( UMPPR ) only at the request of a Rated Entity with no publicly traded debt and it will be assigned by an MIS entity registered as a credit rating agency and by a Lead Analyst located in the DIFC or in South Africa, respectively. However, MIS may issue a UMLR or UMPPR to customers with publicly traded debt upon approval of the head of the Commercial Group in consultation with the Commercial Group s Global Product Management team. Additionally, UMPPRs may only be offered by the Commercial Group with the approval of the Legal Department, which will be determined on a case-bycase basis. UMLRs and UMPPRs are Credit Ratings that are distributed exclusively to Syndicate Members (for UMLR) or Private Placement Investors (for UMPPR), in each case on a non-selective basis via an Electronic Platform and are not published on moodys.com, unless certain events described in Section 2.7 occur. Consequently, all MIS policies and procedures that apply to Credit Ratings also apply to UMLRs and UMPPRs, with the exception of provisions that pertain to publication and public distribution of the Rating and related communications via moodys.com. 2. PROCEDURES FOR DISTRIBUTING UMLRS AND UMPPRS AND MANDATORY DISCLOSURES 2.1 Distributing UMLRs to Syndicate Members and UMPPRs to Private Placement Investors via the Electronic Platform Overall Process» As described below, MIS releases a UMLR or UMPPR to an Electronic Platform. Access to the Electronic Platform (and, thereby, to the UMLR or UMPPR) is limited to a list of Syndicate Members for a UMLR or Private Placement Investors for a UMPPR, in each case on a non-selective basis, as identified by the Rated Entity / SP16776

2 » Note: Several of the steps outlined below are the responsibility of the Electronic Platform provider or the Rated Entity, rather than MIS, but are referenced in these Procedures to provide a more complete overview of the process. 2.2 Creation of the Virtual Dataroom» MIS sends the Electronic Platform provider an instruction to create a virtual dataroom upon request of a Rated Entity who is seeking a UMLR or UMPPR,» The Electronic Platform provider creates the virtual dataroom as per MIS s request and then notifies MIS and the Rated Entity that the virtual dataroom has been created. 2.3 Identification of the Syndicate Members (for UMLR) and the Private Placement Investors (for UMPPR) and Office of Foreign Assets Control (OFAC) check The Rated Entity is solely responsible for determining the initial list of existing and prospective Syndicate Members on a non-selective basis (for UMLR), and Private Placement Investors (for UMPPR) as well as for updating the list on an ongoing basis for the life of the UMLR(s) and UMPPR(s), as applicable:» The Rated Entity or its Agent uploads the initial list of all Syndicate Members or Private Placement Investors, as applicable, to the virtual dataroom, as well as updates of new Syndicate Members or Private Placement Investors,» The Electronic Platform provider conducts an Office of Foreign Assets Control ( OFAC ) check upon each Syndicate Member or Private Placement Investor, as applicable, the first time that a Syndicate Member or a Private Placement Investor has been uploaded to the virtual dataroom,» The Electronic Platform provider removes a Syndicate Member or Private Placement Investor from the virtual dataroom upon instruction of the manager of the virtual dataroom,» Syndicate Members and Private Placement Investors must also provide an OFAC representation acceptable to the Legal Department (through a click through or other appropriate format) in order to enter the virtual dataroom when the GMO opens the virtual dataroom, as described in Section 2.4 below. 2.4 Posting of UMLRs and UMPPRs and Research and Opening the Virtual Dataroom to Syndicate Members and Private Placement Investors:» GMO posts any Credit Rating Actions and any analysis relating to UMLR(s) or UMPPR(s) to the appropriate rating folder in the virtual dataroom,» GMO opens the virtual dataroom,» The Electronic Platform provider notifies the Rated Entity and each of the Syndicate Members and Private Placement Investors that the virtual dataroom has been opened and that they may now access the MIS publications containing the UMLR(s) or UMPPR(s), and other MIS-produced documents, if any, 2 PROCEDURES FOR THE ISSUANCE OF UMLRS AND UMPPRS IN THE DIFC AND SOUTH AFRICA

3 » Whenever GMO posts additional rating documentation and information to the virtual dataroom, the Electronic Platform provider will provide appropriate notifications to the Syndicate Members or Private Placement Investors upon instruction to do so by GMO. 2.5 Systems Applications» GMO will create a system record for requested UMLRs or UMPPRs as unpublished monitored ratings in the ratings database, which will prevent any public dissemination of the Rating. Analysts can then view the requested UMLRs and UMPPRs assigned to him/her AccuRate. A Credit Rating Action for UMLRs or UMPPRs, as applicable, will then be processed through AccuRate by an Analyst. 2.6 Inquiries Initiated by Syndicate Members and Private Placement Investors» Syndicate Members and Private Placement Investors may make inquiries of the relevant Analyst by sending a direct , placing a direct call, or by utilizing the Q&A functionality within the Electronic Platform. However, Analysts may not provide any substantive response to a direct , a direct call, or an sent through the Electronic Platform s Q&A functionality until the Analyst confirms the requester s eligibility to discuss the UMLR or UMPPR, as applicable. In the case of an inquiry not made through the Electronic Platform s Q&A function (i.e., direct or direct call), the Analyst has access to a list of permitted Syndicate Members and Private Placement Investors in the Electronic Platform and can crosscheck the name of the requestor with this list. 2.7 Publication on Moodys.com» MIS reserves the right to publish a UMLR or UMPPR on its website upon any public disclosure of it or where required to do so by law or regulation.» In addition, to the extent that MIS has issued a UMLR or UMPPR for a Rated Entity and such Rated Entity subsequently issues publicly traded debt, MIS reserves the right to publish the UMLR or UMPPR on moodys.com. 2.8 Mandatory regulatory disclosures Please refer to the Policy for Disclosures and Procedure for Disclosures. 3. PROCEDURES FOR CORRECTING AND AMENDING MANDATORY DISCLOSURES Please refer to the Policy for Disclosures and Procedure for Disclosures. 4. OPERATIONAL CONTROLS AND SURVEILLANCE Before distributing the UMLR or UMPPR via the Electronic Platform, GMO will verify that the accompanying disclosures are compliant with the Policy for Disclosures and Procedure for Disclosures. The Compliance Department will run periodic reports to monitor adherence to these procedures. 3 PROCEDURES FOR THE ISSUANCE OF UMLRS AND UMPPRS IN THE DIFC AND SOUTH AFRICA

4 DEFINED TERMS AccuRate AccuRate is one of the systems used to database new ratings and rating changes. Analyst An Analyst is any MIS Employee assigned to a rating team with the title of Associate Analyst or higher whose function is to a) assign or monitor Ratings and, if applicable the related rating Outlook or rating Review, b) assist in drafting materials or developing deal specific models being considered for rating committees, or c) supervise MIS Employees included in (a) or (b) of this definition. The definition of Analyst excludes any MIS Employee assigned to a rating team who: (1) is not involved in the Ratings process or (2) supports the rating process solely through administrative tasks, such as entering information into internal systems. Commercial Group The Commercial Group is the MIS department that is responsible for business strategy and planning, new business origination, and business relationships with Issuers the Rated Entities. Credit Rating A Credit Rating is an opinion from MIS regarding the creditworthiness of an entity, a debt or financial obligation, debt security, preferred share or other financial instrument, or of a Rated Entity of such a debt or financial obligation, debt security, preferred share or other financial instrument, issued using an established and defined ranking system of rating categories. Credit Rating Action A Credit Rating Action is any one of the items below: i. the assignment of a Credit Rating to a Rated Entity or obligation, including Anticipated/Subsequent Credit Ratings; ii. a change in a Credit Rating (i.e., upgrade or downgrade); iii. placing a Credit Rating on Review, changing the direction of an existing Review or taking a Credit Rating off Review (i.e., Credit Rating Confirmation); iv. the assignment or change in an Outlook associated with a Rated Entity or one or more Credit Ratings; v. an Affirmation of a Credit Rating; and vi. a Withdrawal of a Credit Rating. DIFC DIFC refers to the Dubai International Financial Centre. 4 PROCEDURES FOR THE ISSUANCE OF UMLRS AND UMPPRS IN THE DIFC AND SOUTH AFRICA

5 Electronic Platform An Electronic Platform is the private web based electronic platform designated by MIS for the distribution of Unpublished Monitored Loan Ratings and Unpublished Monitored Private Placement Ratings and certain related information to Syndicate Members or Private Placement Investors (as relevant). GMO GMO refers to the Global Middle Office. Lead Rating Analyst, Lead Analyst or Lead A Lead Rating Analyst, Lead Analyst, or Lead is the MIS Employee who is currently assigned the primary responsibility for assigning or monitoring a given Rating and, if applicable the related rating Outlook or rating Review. MIS MIS refers to Moody s Investors Service, Inc. and its affiliates that issue Ratings under the "Moody's Investors Service" brand name. MIS Employee The term MIS Employee means any full-time or part-time employee of MIS. Private Placement Investors Private Placement Investors are existing investors in the relevant securities and prospective investors in the relevant securities who have signed a confidentiality undertaking with the Rated Entity in respect of the relevant securities and have access to all the confidential information in relation to the relevant securities. Rated Entity (ies) A Rated Entity means any entity rated by MIS or any entity that issues securities rated by MIS or any entity that is seeking a Credit Rating from MIS. Syndicate Members Syndicate Members are existing lenders to the Rated Entity who are participants in the relevant loan and prospective lenders to the Rated Entity who have signed a confidentiality undertaking with the Rated Entity in respect of the relevant loan and have access to all the syndicate confidential information in relation to the relevant loan. Unpublished Monitored Loan Rating (UMLR) An Unpublished Monitored Loan Rating (UMLR) is a monitored Credit Rating of a loan or loans (or individual facilities within the same loan or loans) made to the Rated Entity which is distributed via an Electronic Platform. 5 PROCEDURES FOR THE ISSUANCE OF UMLRS AND UMPPRS IN THE DIFC AND SOUTH AFRICA

6 Unpublished Monitored Private Placement Rating (UMPPR) An Unpublished Monitored Private Placement Rating (UMPPR) is a monitored Credit Rating of a private placement of a Rated Entity which is distributed via an Electronic Platform to the recipients designated by the Rated Entity. 6 PROCEDURES FOR THE ISSUANCE OF UMLRS AND UMPPRS IN THE DIFC AND SOUTH AFRICA