BondVision UK MARKET RULES

BondVision UK MARKET RULES Effective as of April 28 th, 2015 BondVision UK is a Multilateral Trading Facility organised and managed by EuroMTS Limited 1 of 18

SECTION I GENERAL PROVISIONS Article 1 Definitions In these regulations: - Categories of financial instruments shall mean a set of financial instruments having similar characteristics; - End User shall mean a participant authorised to make quote requests; - Executable Order shall mean an order issued by an End User aggressing an executable Quote made available by one Market Maker; - Financial Instruments shall mean the types of instruments traded on the market, i.e. government bonds, corporate bonds, including structured bonds and atypical securities; - Market Maker shall mean a participant authorised to display Quotes; - Market shall mean the electronic platform organised as a multilateral trading facility managed by EuroMTS Limited; - MTS shall mean EuroMTS Limited; - Participant shall mean a party admitted to trade in the Market, i.e. a Market Maker or an End User; - Price shall mean the value of a Financial Instrument, which may be expressed by reference to an interest rate or a price differential; - Quote shall mean the Price displayed by a Market Maker to purchase or sell a Financial Instrument through one of the types of contracts admitted. When replying to a Request for Quote, a Quote can only be firm. In any other case a Quote can be executable or indicative. - Request for Quote shall mean a non-competitive or a competitive request issued by an End User respectively to one or more Market Makers in the form specified in these market rules; - Trade shall mean the matching of an executable Quote and an Executable Order or the acceptance by an End User of a firm Quote displayed by a Market Maker following a Request for Quote from the same End User. Article 2 Scope of the regulations 1) The relationship between MTS and the Participants concerning the participation on the Market shall be governed by the Membership Documentation (which includes 2 of 18

the Application Form, the General Terms and Conditions and all the relevant Schedules, including these Market Rules) as amended from time to time. The General Terms and Conditions and these Market Rules are available on MTS website at http://www.mtsmarkets.com/documents. 2) Participants are required, when applicable, to pay fees for the services provided in accordance with the amounts, intervals and time limits established by MTS on the basis of transparent, non-discriminatory criteria and indicated in the Price List attached to the general conditions for the supply of services. 3) These Rules govern the organisation and management of the BondVision UK Multilateral Trading Facility (BondVision UK) for the negotiation, by means of a competitive request for quote, of the Financial Instruments. These Rules set out the terms and procedures relating to the organisation and operation of the Market, and in particular: - the terms and procedures for admission, exclusion and suspension of Financial Instruments from trading; - the terms and procedures for admission, exclusion and suspension of Participants from trading; - the terms and procedures for conduct of trading and the operation of the associated services; - the procedures for publication and circulation of information. Article 3 - Tradable securities SECTION II FINANCIAL INSTRUMENTS 1) MTS shall decide which Financial Instruments, among those already listed or admitted on a regulated market or on a multilateral trading facility within the EEA or on equivalent platforms outside the EEA, can be traded on the Market by means of the contracts referred to in Article 17. 2) Securities whose issuance has been announced by the issuer may be admitted to trading; for such securities to be admitted to trading, account will be taken of the volume of the announced issue instead of the securities distribution. 3) The settlement of contracts relating to securities whose issue has been announced by the issuer shall take place as from the due date for settlement of subscription transactions (on the primary market). Article 4 Admission to trading of Financial Instruments 3 of 18

1) Financial Instruments may be admitted to trading at the request of a Participant. Such Financial Instruments must be freely transferable and there must not be any limitation or hindrance to the exercise of the owner s rights and must comply with the provisions indicated in these rules. Article 5 Suspension and exclusion from trading 1) MTS may suspend or exclude any traded Financial Instrument from trading, including in cases where there has been: - a motivated request by Participants; - a prolonged lack of trading; - a lack of orderly trading conditions. 2) MTS may revoke its suspension order at any time it the reasons or causes which led to the relevant suspension no longer exist. Article 6 - Determination of the minimum lot 1) Financial Instruments shall be traded in minimum quantities in line with the minimum quantity determined by the issuer of each relevant Instrument. SECTION III PARTICIPANTS Article 7 Participants eligibility 1) Banks, investment firms and other entities authorised to deal in investments as an agent or as a principal under the laws of any EEA country or non-eea countries may be admitted to trading on the Market if they fulfil the conditions listed here below; 2) Further, unauthorised firms, including Central Banks, Government and Supranational Institutions, may be admitted to trading on the Market if they fulfil the conditions listed here below; 3) Participants, in particular, but not limited to, those indicated under paragraph 2) above shall undertake to comply with the Guidelines on systems and controls in an automated trading environment for investment firms, issued by ESMA on February 24, 2012 (as amended from time to time); this includes compliance with the fit and proper requirements. MTS reserves the right to verify such compliance on the basis of specific requests of information and documentation. 4 of 18

4) Firms under point 2 above, shall undertake to comply with FCA Market Conduct Rules. 5) Participant s trading staff shall a) know the rules and operating procedures of the Market, and the trading functionalities available, and b) have adequate professional qualifications;; Participant s compliance function shall a) have a good knowledge of these Rules and of the rules governing the functioning of the market and b) provide adequate support to the Participant s trading structure in their implementation. 6) Participant shall be able to effect or procure timely settlement of each of its Trades on the Market in accordance with the terms and conditions of settlement of the relevant Financial Instrument; the reliability of the settlement procedures can be periodically verified by MTS. 7) MTS will only accept an application from an entity to become a Participant based on its own evaluation of the entity against the criteria above. MTS will have sole discretion in determining whether an entity shall become a Participant. No application by an entity to become a Participant will be accepted if it jeopardises the proper functioning or orderly trading of the Market or it would adversely affect the reputation of MTS or the Market and/or if filed for purposes different from trading on the Market. 8) The initial and on-going fulfilment of the above admission criteria by Participants may be subject to verification by MTS on the basis of objective, non-discriminatory criteria. 9) Participant shall, where applicable, maintain all necessary regulatory authorisations, approvals and consents for trading on the Market. 10) Participant shall maintain adequate systems, procedures and controls for trading activity. 11) Participant shall only use the data and information supplied to or derived from the Market for trading on the Market; further Participant shall ensure that no data or information supplied by or derived from the Market is allowed or technically able to be redistributed, internally or externally, save with the specific consent of MTS. Article 8 Admission procedure 1) Entities referred to in Article 7 wishing to be admitted to trading on the Market must submit a written application to MTS, together with any documentation that might be required by MTS. 2) MTS shall examine applications in accordance with the applicable Financial Conduct Authority regulations and these Market Rules and operational requirements and shall normally issue its ruling within ninety days of the date of receipt of the application fulfilling the membership requirements set out in Article 7. 5 of 18

3) MTS may consider the membership requirements referred to in Article 7 as fulfilled and not require the documentation already provided by the Participant in connection with its participation in other markets that it manages. Article 9 Participants undertakings Each Participant represents and undertakes: 1) to notify MTS, without delay, of any interruption in trading due to a software or hardware failure, or an interruption in connectivity in the Market; 2) to comply with the Market Rules; 3) to act with fairness and honesty; 4) to act with due skill, care and diligence; 5) to respect and comply with the established operating procedures for the Market as updated from time to time; 6) to refrain from any act that may jeopardise the proper functioning of the Market or undermine the integrity of trading on it; 7) not to enter into trades on the Market other than for proper trading purposes; 8) to be responsible for the acts and omissions of its directors, employees (including traders) and agents and ensure those assigned to its trading activities on the Market are competent and appropriately trained; 9) to keep confidential and not to disclose any information or data supplied to or derived from the Market, save as may be required by a regulatory body or court having jurisdiction over the Participant or to members of the same Group as the Participant which have entered into a confidentiality agreement with MTS in a form approved by MTS; 10) that all rights, title and interest in, and to any work in any medium which incorporates or in the compilation of which there was used, any information or data entered by it on the Market shall, as between the Participant and MTS, be the property of MTS or its licensees, and each Participant represents and undertake to grant to MTS the right to exploit the same and not to make any claim to any right, title or interest or to any payment in respect of the same; 6 of 18

11) to use and make available the information and data supplied to or derived from the Market for the sole purpose of trading on the Market and to clear and settle trades executed on the Market; 12) to pay, when applicable, not later than the due date all fees payable to MTS for utilisation of the Market; 13) to deal with MTS in an open and co-operative manner; 14) to have and maintain in its home state all necessary regulatory authorisations, approvals and consents for trading on the Market; 15) to notify MTS, without delay, of any material change to the information supplied in its Application Form; Participants must notify changes referred to in the previous paragraph to MTS promptly or, in the case of corporate actions, with due notice with respect to the effective date so that MTS may make the necessary verifications, carry out any technical measures required and inform the Market if needed; 16) notwithstanding its suspension, exclusion or resignation, to comply with any requirements of MTS with regard to the execution of any outstanding Trade entered into by it on the Market; 17) to safeguard passwords and other security credentials in accordance with the established operating procedures of the Market and not to allow unauthorised access to the Market; 18) to respect and accept the outcome of checks by MTS referred to in Section VII of these Rules; 19) to effect or procure timely settlement and comply with all terms of each of its Trades; 20) to ensure continuing fulfilment of the conditions referred to in Articles 7; 21) to follow the Guidelines on systems and controls in an automated trading environment for investment firms, issued by ESMA on February 24, 2012, as amended from time to time; 22) if and when requested by MTS, to demonstrate once a year its continuing satisfaction of the conditions for admission referred to in Article 7. MTS may require 7 of 18

the presentation of any data, information or documents relevant to this purpose, including certifications from auditing companies; and 23) to notify MTS immediately in case of a breach of any of the undertakings in Article 9. 10 Resignation of Participants A Participant may terminate its access to the Market in accordance with the Membership Documentation by giving not less than 3 months notice in writing to MTS specifying the date on which the Participant wishes to terminate its access. A Participant shall remain liable for all outstanding obligations notwithstanding its termination of access to the Market. Article 11 Participant suspension from trading 1) Without prejudice to paragraph 2 below, when it finds or has good reason to presume that even one of the conditions referred to in Article 7 is no longer satisfied or finds non-compliance with Article 11(2), or when MTS consider that necessary in order to preserve orderly trading on the Market, MTS may suspend the relevant Participant. 2) In the event of ceasing to be adequate procedures for the settlement of contracts, the suspension may be restricted to the Market segment in which the contracts traded are to be settled via the settlement service in question. 3) A Participant shall be automatically suspended if the competent authorities have issued an order suspending it from providing investment services and from dealing for own account, without prejudice to any measures adopted by the supervisory authorities to ensure the closure of any positions still open, or following the declaration of market fail. MTS may suspend or exclude the Participant from trading in the event the Participant is found to be or declared insolvent, bankrupt or subject to extraordinary administration, compulsory administrative liquidation or any other applicable another insolvency procedure in the relevant country. 4) Suspension may also be ordered in the cases referred to in Article 29, in accordance with the procedures laid down in Article 30. 5) Suspension shall be revoked when the reasons which led to their imposition no longer exist. Article 12 Participant exclusion from trading 1) MTS shall exclude a Participant from trading if: a) it ceases to belong to the categories referred to in Article 7; b) it is in a state of confirmed insolvency; 8 of 18

c) it has been suspended from trading pursuant to Article 11 and 12 months have elapsed without the cause triggering suspension being resolved. 2) Exclusion may also be ordered in the cases referred to in Article 29, in accordance with the procedures laid down in Article 30. 3) MTS reserves the right to close the Market at any time and it shall have no liability to any Participant in respect of any suspension or termination of the market SECTION IV MARKET MAKERS Article 13 Authorisation to act as Market Makers 1) Any Participant can apply to MTS to be recognised as Market Maker as long as it authorised to provide trading services or engage in dealing in investments as principal. Article 14 Market Makers undertakings 1) Market Makers shall endeavour, but are not obliged, to respond to a Request for Quote, however if they respond to a Request for Quote they must do it by displaying firm Quotes. 2) Market Makers shall endeavour to maintain competitive Price conditions and shall always carry out trades in line with the general conditions of the market and the movements in the prices of Financial Instruments that are the subject of Request for Quote. 3) Market Makers shall deal in investments as principals. Article 15 Suspension of the authorisation to act as a Market Maker 1) MTS may suspend and/or revoke the relevant authorisation to act as a Market Maker by providing justification thereof. Article 16 Other applicable provisions 1) For all matters not excluded by or incompatible with this Section, the other provisions of these Market Rules shall apply to each Market Maker. 9 of 18

SECTION V TRADING Article 17 - Eligible contracts 1) The financial instruments referred to in Article 4 may be traded on the market using the following types of contract: a) sale or purchase; b) spot or forward; through the following functionalities: a) Request for Quote (RFQ); and b) Executable Orders (click to trade). 2) The settlement cycle will follow the market practice for each security. Article 18 Market Trading Hours 1) The Market operates in accordance with the following trading market hours (Central European Time): Pre-Opening 7:30 8:00. Market Makers may enter quotes Trading disabled Participants own quotes not visible by other participants Opening 8:00 18:45. Participants may trade on the System and may allocate Trades to clients Market close: 18:45 Market close Trading is not permitted after this time Split Definition Only 18:45 18:50 In this phase it is only possible to allocatetrades to clients 10 of 18

2) Trading days: every business day in accordance with the trading calendar. 3) Trading shall take place continuously during the hours specified in this Article 18 above. These may specify different trading hours for different Categories of financial instruments. Article 19 Documentation and technology changes 1) MTS shall lay down the operational and informational functioning of the Market in these Market Rules and in the BondVision Client User Manual and make all the changes and updates to the Market, both from a technological point of view and from a documentation point of view, that are necessary or desirable to improve its functioning, endeavour to giving notice thereof to Participants via email as indicated in the relevant Membership Documentation (as defined in the relevant terms and conditions). Article 20 Types of Quotes 1) Market Makers willingness to trade shall be expressed through Quotes, which shall contain at least the following information: i) the Financial Instrument to be traded; ii) the quantity; iii) the Price; iv) the name of the Market Maker. 2) Quotes published on the Market can be either executable or indicative. Quotes given as a reply to a Request for Quote are firm with a Live Quote Time after which, if not refreshed, may become subject to a last look and the Market Maker may decide not to trade. 3) An executable Quote is generated by a Market Maker and published on the Market. An End User can either hit or lift an executable Quote; however the Market Maker retains a last look and may decide not to trade at that Price. 4) An indicative Quote is generated by a Market Maker and published on the Market. An End User cannot hit nor lift an indicative Quote, but only generate a Request For Quote. 5) A firm Quote is generated with a Live Quote Time by a Market Maker in reply to an incoming Request For Quote. An End User can either hit or lift a firm Quote within the Live Quote Time; however the Market Maker does not retain a last look during the Live Quote Time. 11 of 18

6) At the close of each trading day, Quotes still displayed on the Market will be deleted automatically. Article 21 Types of orders 1) Orders can be either Requests For Quote or Executable Orders. 2) A Request For Quote is a request by an End User to a Market Maker to quote a set of one or more products chosen among those that can be traded on the Market. A Trade is generated when the End User accepts a firm Quote or the Market Maker confirms an indicative Quote. Both counterparties know each other s identity pretrade. 3) Requests For Quote may be sent by an End User to a maximum of 6 Market Makers. The total duration of a Request For Quote shall be: a) 90 seconds for outright Requests For Quote; b) 120 seconds for switch or butterfly Requests For Quote; c) 240 seconds for multileg Requests For Quote. 4) In replying to a Request For Quote, Market Makers can decide the maximum time during which a Quote is firm (Live Quote Time). When the Live Quote Time lapses, Quotes shall no longer be firm and may become subject to a last look and the Market Maker may decide not to trade. Every Requests For Quote that has not given rise to a Trade when the time limits referred to in point 3) above expire shall be automatically cancelled by the Market. 5) A Request for Quote can be: a) outright, when only one instrument is traded; b) switch, if there are two instruments; the instrument can be the same; the two instruments have to be on opposite side to allow a switch; c) butterfly, if there are three instruments; two instruments will have to be on opposite side to the third; d) multileg, the number of instruments allowed is up to thirty; each instrument is autonomous to the others in the side but they must all be different from each others. 6) An Executable Order or click-to-trade is generated by an End User against an executable Quote. As the Market Maker retains the last look, the Trade is generated only when the Market Maker confirms the Executable Order. Both counterparties know each other s identity pre-trade. 7) A Market Maker may, in case of Executable Orders only, change the Quotes it has formulated at any time. Even when the Quote is accepted by the End User at the proposed Price within the validity period, a Market Maker can still reject the 12 of 18

acceptance (last look). If the End User sends an acceptance at a Price which is no longer active, the Market Maker may still agree to conclude the Trade. Article 22 - Conclusion of Trades 1) In a Request For Quote scenario, Trades shall be concluded when an End User, after presenting a Request For Quote, accepts the quantity and Price of a firm Quote entered by a Market Maker: a. End Users shall be free to accept the Quotes they prefer; b. each Market Maker knows the number of other Market Makers the same Request for Quote has been sent to, but not their identities. 2) In an Executable Order scenario, Trades may be concluded if within the validity time the Market Maker accepts an End User s acceptance of a Quote;; on the contrary, if the Market Maker takes no action (acceptance, rejection or reformulation), the Executable Order is timed out after the validity time. 3) Trades may be allocated to sub-accounts by End Users (split definition). 4) Participants shall send to the settlement services, using the procedures established by the same, the data on the Trades they have concluded in good time for their settlement, in accordance with the time limits agreed between the parties. Tradechecking shall be performed in accordance with procedures and within the time limits that permit orderly settlement. Article 23 - Cancellation of Trades 1) MTS may cancel Trades concluded on the Market on the basis of a bilaterally agreed request sent by email by the two interested parties before the Market closes or immediately after the close if the trade was concluded accidentally or as a result of a Market malfunction. 2) If the cancellation of a transaction is requested by only one of the parties (unilateral cancellation) and agreement is not reached on bilateral cancellation, the procedure described below shall be followed to verify whether the conditions exist for unilateral cancellation. 3) In order to make unilateral cancellation possible, MTS shall verify that the value at which the contract was executed is clearly inconsistent with the correct market value of the subject financial instrument. To this end MTS shall: i) ask five Market Makers, other than the parties involved in the trade, via e- mail the market value of the Financial Instrument at the time the Trade was executed; ii) calculate the average of the prices confirmed by the five Market Makers, excluding the two extremes, to establish the correct market value. 13 of 18

4) Once the correct market value has been established, MTS shall verify whether the Trade that is the subject of the cancellation request diverges from that value by at least the amounts contained in the following table. Bucket maturity Ticks discrepancy requested for unilateral cancellation (rounded to the nearest unit) <= 6.5 years. 10 basis points, i.e. the BPV of the instrument*10 > 6.5 years 7 basis points, i.e. the BPV of the instrument*7 Example: DBR 4.25 04/07/18 - DE0001135358 BPV = 8.71191 (on 19/01/2009) Ticks discrepancy: 7 x 8.71191 = 60.98 = 61 ticks 5) If the disputed Trade was concluded at a value that differs from the correct market value in accordance with the criteria established, MTS shall give effect to the request for unilateral cancellation. 6) MTS shall inform the parties of its decision by telephone (with e-mail confirmation). SECTION VI PROVISION OF INFORMATION Article 24 General principles 1) MTS shall make the following information necessary for the correct performance of trading activities available to Participants on special pages of the Market: a) a table with the ID codes of the financial instruments; b) a table with the ID codes and descriptions of the participants; c) the information referred to in Article 25 of the Rules. Article 25 Pre and post-trading transparency 1) For each Financial Instrument traded on the Market, MTS shall provide with at least the following information in real time: a) To each Market Maker: its own Prices and quantities of all Quotes displayed in accordance with these Market Rules and details of the Request For Quotes, Executable Orders and Trades in which each single Market Maker is a counterparty; 14 of 18

b) To each End User: the current status of all the Quotes displayed to them, and any Requests For Quote, Executable Orders and details of the Trades concluded. 2) MTS may delay publication of the information referred to in the preceding paragraphs in the event of serious technical malfunctions that make it impossible to establish the correct data and the information to be published. 3) For each Financial Instrument traded on the Market, MTS will make publicly available on its website, with a fifteen minutes delay, the Price, quantity and time of the most recently concluded Trade. In the event of a contract in excess of Euro 7 million, the exact size of the trade will not be published. Article 26 Provision of information to the authorities 1) MTS shall supply to the FCA (or any successor thereto) data and information on the Trades concluded and the activities carried out by Participants on the Market and all other data, information, acts or documents as and when so requested by the FCA or required for MTS to comply with its obligations to the FCA. Article 27 - Ownership of data 1) Each Participant owns all right, title and interest in the data posted to the Market by itself. Each Participant grants to MTS a non-exclusive, perpetual, royalty-free license to use, distribute, sublicense and sell such data and to combine such data with other data provided that the MTS does not disclose that the Participant is the source of such data. Subject to what is stated above, each Participant acknowledges and agrees that MTS owns all right, title and interest, including all intellectual property rights, in the aggregate data posted to the Market by all Participants and shall not distribute them through electronic circuits to third parties. SECTION VII MARKET SURVEILLANCE Article 28 Verification of regular course of trading 1) MTS shall monitor the behaviour of Participants during the trading hours and verify compliance with the Market Rules. 2) MTS may perform, among other things, the following activities: a) verify, through the Market s information flow, compliance with the undertakings referred to in these Market Rules and where doubts in this regard arise, shall promptly request clarification from the Participant involved, who shall supply such clarification in the shortest possible time; 15 of 18

b) verify proper updating of the archives, the procedures and all else necessary to the orderly conduct of trading; c) monitor the functioning of the Market's technical structures and transmission networks; d) perform technical checks with regard to the anomalous nature of certain trades as per Article 23; e) require Participants to provide the relevant data and information, as well as the transmission of relevant documents; and f) for the sole purpose of checking Participants' fulfilment of the undertakings as set out in Articles 7 and 9, carry out inspections at said Participants' premises. 3) Other than what is necessary for computerized, screen-based trading and for the provisions of Articles 29, 30 and 31 MTS Company shall keep confidential all information acquired in the course of its activities of managing and monitoring the Market. Information available on the Market can only be accessed via special passwords assigned by MTS to Participants. 4) Exclusively for the purpose of verifying compliance with the Rules, MTS may carry out audits on the premises of participants on giving due notice and proceeding in accordance with the procedures provided in the current General Terms and Conditions. Article 29 - Breach of Participant undertakings 1) When a Participant is in breach of one or more of the undertakings contained in Article 9, or where there are reasonable grounds for presuming that even one of the undertakings referred to in Article 9 is no longer satisfied, the Participant shall be liable to one of the following sanctions, depending on the nature and seriousness of the action and of any previous breaches committed by the same Participant: a. a written censure; b. suspension from trading; c. deletion from the list of Participants. 16 of 18

Article 30 - Procedure in respect of Article 29 1) When MTS is of the opinion that a Participant has committed one of the types of conduct indicated in Article 29, the Company shall communicate to the Participant a written notice describing the breach with which it is charged and inviting it to submit an explanation. 2) Within ten days of the communication of the notice referred to in Article 30.1, the Participant involved may file with MTS defensive briefs and documents and may ask to be heard. 3) Once the filing deadline referred to in Article 30.2 has expired, MTS, having heard the Participant involved if the latter has so requested, and examined any defensive briefs and documents filed, shall adopt one of the sanctions referred to in Article 29, if it considers that the breach of which the Participant is charged has in fact taken place; otherwise, it shall declare the sanction proceeding concluded. MTS may consult with its Board of Directors at any point during these procedures. 3. The decision pursuant to Article 30.3 shall be communicated in writing to the Participant involved. 4. A decision pursuant to Article 30.3 that orders the application of a sanction shall specify the form by which such decision shall be publicised, including electronic notification to all Participants. 5. Without prejudice to the provisions in this Article 30 and Article 31 below, in all cases in which it shall prove necessary in order to safeguard the Market and its correct and reliable functioning as well as in cases of special urgency when there are reasonable grounds to believe that a Participant has committed serious infractions or is in a state of suspected insolvency, MTS may order, as a precautionary measure, the immediate suspension from trading of the Participant involved. The period of precautionary suspension cannot ordinarily exceed twenty trading days. In any event, the preliminary suspension order referred to above shall cease to be effective upon the decision taken pursuant to Article 30.3 being communicated to the Participant. 6. Unless decided otherwise by MTS, sanctions shall take effect on the date on which they are notified to the Participant. Article 31 - Adoption and enforcement of sanctions 1) The sanctions referred to in Article 29 shall be imposed by MTS, at the conclusion of the proceedings referred to in Article 30. 17 of 18

2) MTS shall impose sanctions using non-discriminatory criteria. 3) The suspension shall be revoked when the reasons for it have been eliminated. 4) In any case sanctions shall not invalidate measures adopted by the authorities for the purposes of ensuring the execution of Contracts that might still be open. 18 of 18