FINMA Circular 2008/4 Securities Journal

Laupenstrasse 27, 3003 Bern Tel. +41 (0)31 327 9100, Fax +41 (0)31 327 9101 www.finma.ch Circular 2008/4 Securities Journal Maintenance of the Securities Journal by Securities Houses and Participants Reference: FINMA Circular 08/4 "Securities Journal" Issued: 20 November 2008 Entry into force: 1 January 2009 Last amendment: 4 November 2020 [Amendments are marked with * and listed at the end of the document] Concordance: formerly EBK Circular 96/6 "Securities Journal" of 21 October 1996 Legal Basis: FINMAG Art. 7 para. 1 lit. b FINIG Art. 41 ff., 50 FINIV Art. 74 FIDLEG Art. 71 FinfraG Art. 2 lit. b, 34 para. 2, 38 FinfraV Art. 2, 36 FinfraV-FINMA Art. 1 Appendix: Grid for standardized (partial) journals "Journal Securities House XY" / "trading-authorized branch in XY"

Addressees BankG VAG FINIG FinfraG KAG GwG Others Banks Financial Groups and Conglomerates Other Intermediaries Insurers Ins. Groups and Conglomerates Brokers Asset Managers Trustees Managers of Collective Assets Fund Management Custodial Securities Houses Non-custodial Securities Houses Trading Venues Central Counterparties Central Securities Depositories Transaction Registers Payment Systems Participants SICAV KmG for KKA SICAF Custody Banks Representatives of foreign KKA Other Intermediaries SRO SRO-Supervised Audit Firms Rating Agencies X

Table of Contents 2/16 I. Scope Rz 1 II. Purpose of the Circular Rz 2 III. Terms Rz 3–5 IV. Principles of the Journal-Keeping Obligation Rz 6–9.1 V. Securities and Derivatives to be Recorded in the Journal Rz 10–14.1 A. Principles Rz 10–12.1 B. Exceptions Rz 13–14.1 VI. Requirements for the Journal Format Rz 15–21 VII. Journal-Required Orders and Transactions Rz 22 VIII. Structure of the Journal Rz 23 IX. Content of the Journal Rz 24–42 A. Designation of Securities and Derivatives Rz 24 B. Time of Order Receipt Rz 25–28 C. Designation of Transaction and Order Type Rz 29 D. Scope of the Order Rz 30–31 E. Date and Time of Execution Rz 32–34 F. Scope of Execution Rz 35 G. Allocated or Achieved Price Rz 36 H. Place of Execution; Indication Trading Venue/OHS or Reference "outside Trading Venue" Rz 37 I. Designation of the Client or Counterparty Rz 38–41 J. Value Date Rz 42 X. Journal Retention Rz 43 XI. Transitional Provisions Rz 44

3/16 I. Purpose Based on Art. 50 of the Financial Institutions Act (FINIG; SR 954.1), Art. 38 of the Financial Market Infrastructure Act (FinfraG; SR 958.1), Art. 74 of the Financial Institutions Ordinance (FINIV; SR 954.11) and Art. 36 of the Financial Market Infrastructure Ordinance (FinfraV; SR 958.11), this circular specifies the recording and journal-keeping obligation (hereinafter: journal-keeping obligation) according to Art. 1 of the Financial Market Infrastructure Ordinance-FINMA (FinfraV-FINMA; SR 958.111). 1* The journal-keeping transactions in securities and derivatives as well as order receipts should be traceable and verifiable so that audit firms and FINMA can fully fulfill their tasks within a reasonable time. 1.1* II. Scope This circular applies to securities houses within the meaning of Art. 41 ff. FINIG as well as to participants admitted to a trading venue according to Art. 34 para. 2 FinfraG. For the purposes of this circular, securities houses and participants are hereinafter collectively referred to as "participants". 2* III. Terms For the definition of securities and derivatives within the meaning of this circular, reference is made to FINMA Circular 2018/2 "Reporting Obligation for Securities Transactions" (Rz 9 and 10). 3* Repealed 4* Repealed 5* IV. Principles of the Journal-Keeping Obligation Every participant must maintain a journal. The journal-keeping obligation begins with admission to a trading venue according to Art. 34 para. 2 FinfraG or the issuance of a license according to Art. 5 ff. in conjunction with 41 ff. FINIG and ends with its revocation. 6* The journal-keeping obligation within the meaning of this circular includes: • either the obligation to maintain a journal, 7 • or, in the exception cases listed below (Rz 25, 27, 28, 33, 36 and 41), the obligation to store the relevant data in a traceable manner. 8 Upon request by FINMA or the audit firms, the data must generally be made available in journal form within three working days. In justified cases, FINMA may grant extended preparation periods (e.g., large trading volume, long time periods, etc.) or grant exceptions (e.g., regarding Rz 28). 9* Every participant must be able to provide FINMA, upon request, with the journal-required order receipts and transactions carried out, as well as the reported beneficial owners (cf. FINMA Circular 18/2 "Reporting Obligation for Securities Transactions" Rz 27–30) and per client. 9.1* V. Securities and Derivatives to be Recorded in the Journal A. Principles There is generally a journal-keeping obligation for securities if they: • are admitted to trading on a trading venue (in Switzerland or abroad) or can be traded via an organized trading system (OHS) or on other over-the-counter markets [e.g., shares, participation certificates, profit participation certificates, units in investment funds, warrants, warrants, bond obligations (straight, convertible and bond options), mortgage bonds of mortgage bond central banks, cooperative shares (if freely transferable), Traded Options, Financial Futures] or 10* • are tradable on other markets outside a trading venue as instruments that are only partially marketable [e.g., notes, secondary rights, loan certificates, OTC derivatives (GROI, IGLU, etc.)]. 11* Repealed 12* The journal-keeping obligation also applies to order receipts and transactions in derivatives if transactions in these derivatives are subject to a reporting obligation according to FINMA Circular 2018/2 "Reporting Obligation for Securities Transactions". 12.1* B. Exceptions There is no journal-keeping obligation for transactions in securities and derivatives that are solely for repayments (e.g., of bonds), buy-backs (e.g., of bonds, shares) or take-backs (e.g., of fund units via the custody bank). 13* There is also no journal-keeping obligation for securities or financial products that are not usually traded. This includes the following financial products merely mediated by participants or not freely transferable: 14* • Money market products such as Bankers' Acceptances, Commercial Papers, Treasury Bills, Promissory Notes, Certificates of Deposits as well as money market book claims;

5/16 • Treasury bonds; • Cooperative shares, the transfer of which requires the consent of the cooperative; • Units in bank-internal special assets according to Art. 71 of the Financial Services Act (FIDLEG; SR 950.1). VI. Requirements for the Journal Format The journal is generally to be maintained in a standardized form (see Appendix). 15 The journal or the journal-required data must be maintained on image carriers or electronic data carriers in a form demonstrable by text. The data must be made available upon request by FINMA or the audit firms according to the requirements in Rz 7–9. 16* It is permissible to maintain the journal in standardized partial journals. 17 The partial journals can • be maintained for individual product types, 18 • provide for a distinction between received orders (order book) and executed transactions (transaction journal), or 19 • be divided into branch journals. 20* The participant ensures that a journal is maintained in each branch authorized to trade on a trading venue, which is made available to the head office upon request. In the case of maintaining partial journals, the participant must ensure that all received orders and executed transactions are completely traceable based on the partial journals and that the preparation periods according to Rz 9 can be met. 21* VII. Journal-Required Orders and Transactions The journal-keeping obligation generally extends to all received orders and executed transactions in the secondary market regarding securities. Regarding derivatives, it generally extends to all received orders and executed transactions. In accordance with the protective purpose of FINIG and FinfraG and their implementing ordinances, transactions prior to the first trading day, i.e., transactions preceding the official trading admission, are also considered secondary market transactions (so-called gray market transactions). Consequently, all orders and transactions in securities and in derivatives derived therefrom must be recorded in the journal, even if they are concluded before their liberation – i.e., before the completion of the actual issuance process – but are concluded on the basis of "if and when issued". 22*

6/16 VIII. Structure of the Journal The journal or the partial journals must be structured or can be structured as follows (see Appendix): 23* • Designation of Securities and Derivatives (Rz 24); • Time of Order Receipt (Rz 25–28); • Designation of Transaction and Order Type (Rz 29); • Scope of the Order (Rz 30 and 31); • Date and Time of Execution (Rz 32–34); • Scope of Execution (Rz 35); • Allocated or Achieved Price (Rz 36); • Place of Execution; Indication Trading Venue or Reference "outside Trading Venue" (Rz 37); • Designation of the Client or Counterparty (Rz 38–41); • Designation of the Beneficial Owner; • Value Date (Rz 42). IX. Content of the Journal A. Designation of Securities and Derivatives The journal must record the specification of a standardized identification (e.g., security designation with ISIN or Valoren number, derivative designation with unique identification number), as provided by industry-standard data suppliers. If no such identification numbers exist, reference can be made to the bank-internal number used for reporting derivative transactions according to Art. 104 FinfraG. 24* B. Time of Order Receipt The date and time of order receipt at the participant must be recorded and must be verifiable at any time according to the principles in Rz 7–9. 25*

7/16 The journal must record 26* • either the effective time (date and time) of order receipt (by post, fax, e-mails, chats, etc.) or order acceptance (e.g., by telephone) at the participant, recorded using a time stamp clock, • or the exact recording time in the system (order database) with date and time. If the variant according to Rz 26 (2nd lemma) is applied, the participant must in any case be able to prove the effective time of order receipt or order acceptance according to the principles in Rz 7–9, provided that order entry in the system does not occur immediately after order receipt or order acceptance. 27* The type of order receipt (e.g., written, by telephone, client, internal or external authorized representative of the client) is not information to be recorded in the journal, but must be verifiable at any time according to the principles in Rz 7–9. 28 C. Designation of Transaction and Order Type The journal must record information regarding purchase or sale (in the case of derivatives, each with the addition "to open" or "to close") as well as that information which provides further details about the order (e.g., spot and forward). Price-related (e.g., Limit Order), time-related (e.g., Good til Cancel) or quantity-related (e.g., Fill or Kill) specifications must also be recorded in the journal. This information can be recorded in several adjacent columns in the journal. 29* D. Scope of the Order Securities are to be specified in units (e.g., for participation securities), number of contracts (e.g., for derivatives) or in nominal values (e.g., for bonds). 30 Any deviations between the order and the execution or billing are to be recorded. 31 E. Date and Time of Execution The local transaction date at the place of execution must be recorded in the journal. 32 If the transaction time is available via IT (e.g., for exchange transactions), this must be specified in the journal next to the transaction date. If it is not available via IT but available in another way, the participant must in any case be able to prove it according to the principles in Rz 7–9. 33*

8/16 Upon request by FINMA, participants must take all reasonable steps to prove the transaction time in other cases. 34* F. Scope of Execution Analogous to Rz 30 and 31. 35 G. Allocated or Achieved Price The price allocated for billing must be listed in the journal. If this deviates from the effectively achieved price, the achieved price must be verifiable according to the principles in Rz 7–9. 36 H. Place of Execution; Indication Trading Venue or Reference "outside Trading Venue" The trading venue listed on the customer statement must be recorded in the journal. If further information is available, this must also be recorded in the journal. If the transaction takes place outside a trading venue, this information must also be noted. 37* I. Designation of the Client or Counterparty For the designation of the client, only the core number (customer identification) with the corresponding customer name or self-entry must be recorded in the journal. 38 Counterparty refers to the party with which the order was matched or traded. A clear assignment of the client to a counterparty is not always possible, depending on the order and processing type (e.g., in the case of aggregate orders, partial executions). 39 If a clear assignment is possible, the core number with the corresponding name or an identification of the billing of the counter-order must always be recorded in the journal. 40 If a clear assignment is not possible in justified cases, these details may be omitted, provided that in any case all transactions must be verifiable according to the principles in Rz 7–9. 41

9/16 J. Value Date The value date of the corresponding transaction must be recorded in the journal. 42 X. Journal Retention The journal is a business book within the meaning of Art. 958f OR and must be retained for 10 years. The period begins with the end of the business year. 43* XI. Transitional Provisions Repealed 44*

Appendix Grid for standardized (partial) journals "Journal Securities House XY" / "trading-authorized branch in XY" 10/16 Journal Securities House XY (trading-authorized branch in XY) Journal for trading-authorized branch XY VALOR-NR:2489948 UBS N TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 10:31 18.04.08 Buy Spot 35 30.04.08 342609.6 8000 0230 99999 MOETTELI AG 10:42 18.04.08 Sell Spot 37 30.04.08 344649.0 200 0230 99999 MEIER AG 10:44 18.04.08 Buy Spot 36 30.04.08 345678.6 2200 0230 99999 STEINER AG VALOR-NR: 2265190 2.25 QUEBEC 05-15 TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 14:11 18.04.08 Sell Stop Loss 98 30.04.08 448906.3 500000 0230 99999 MEIER AG

Appendix Grid for standardized (partial) journals "Journal Securities House XY" / "trading-authorized branch in XY" 11/16 VALOR-NR: 941800 IBM CT-CH Order Book TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER 11:28 18.04.08 Sell Stop Loss 135 30.04.08 449312.5 1850 VALOR-NR: 941800 IBM CT-CH Transaction Journal DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 0230 99999 MOETTELI AG VALOR-NR:2489948 UBS N TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 10:31 18.04.08 Buy Spot 35 342609.6 8000 19.04.08 800 34.5 CH / ZUERICH 0230 99999 MOETTELI AG 23.04.08 10:42 18.04.08 Sell Spot 37 344649.0 200 10:47 19.04.08 20 37.5 SIX ON 0230 99999 MEIER AG 09822O00000918 49 23.04.08 10:44 18.04.08 Buy Spot 36 345678.6 2200 10:48 19.04.08 220 35.5 SIX ON 0230 99999 STEINER AG 09822O00000124 57 23.04.08

Appendix Grid for standardized (partial) journals "Journal Securities House XY" / "trading-authorized branch in XY" 12/16 VALOR-NR: 274198 EUREX FUTURES EIDG TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 12:04 19.04.08 Sell to open Futures 18.01.09 10 446718.0 10 EUREX 0230 99999 FELIX MEIER EUREX 24.04.08 VALOR-NR: 3015007 2.75 BERLIN 17 TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 14:35 18.04.08 Buy 699207.4 80000 19.04.08 80000 104 EURO 0230 1694 BELLINDA 23.04.08 VALOR-NR: 941801 IBM CT-CH TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 11:28 18.04.08 Sell Stop Loss 449312.5 1850 11:29 19.04.08 200 135,00 SIX ON 0230 99999 MOETTELI AG 09822O0000091 345 25.04.08 11:28 18.04.08 Sell Stop Loss 449312.5 1850 11:30 19.04.08 1450 135,00 SIX ON 0230 99999 MOETTELI AG 09765O0000098 237 25.04.08

Appendix Grid for standardized (partial) journals "Journal Securities House XY" / "trading-authorized branch in XY" 13/16 VALOR-NR: 941801 IBM CT-CH TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 11:28 18.04.08 Sell Stop Loss 449312.5 1850 11:36 22.04.08 200 135,00 SIX ON 0230 99999 MOETTELI AG 01452O0000035 612 26.04.08 Journal for trading-authorized branch XY VALOR-NR: 1213853 CS GROUP N TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 14:39 18.04.08 Sell Spot 55 31.05.08 886724.2 10000 0233 99999 MOETTELI AG VALOR-NR: 512723 UBS LUX BIOTECH TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 14:39 18.04.08 Sell Spot 138 31.05.08 444788.0 100000 0233 99999 IDA VOEGTLI

Appendix Grid for standardized (partial) journals "Journal Securities House XY" / "trading-authorized branch in XY" 14/16 VALOR-NR: 488176 CPC FRANCE N TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 14:39 18.04.08 Sell Forward 450 30.09.08 133470.2 3700 0233 99999 IDA VOEGTLI VALOR-NR: 2265190 2.25 QUEBEC 05-15 TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 15:38 18.04.08 Sell Stop Loss 98 31.05.08 144517.9 500000 0233 999999 FRIDA MEIER VALOR-NR: 2489948 UBS N 35 TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 10:21 12.04.08 Sell to open Put 19.10.08 12:00 777651.4 1000 30.04.08 1000 3.5 EUREX 0233 99999 FRITZ NUGGLI EUREX 03.05.08 VALOR-NR: 1185083 4.00 GENEVE 11 TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 11:02 16.04.08 Buy Spot 667812.0 100000 30.04.08 100000 100,475 CH / ZUERICH 0230 99999 SCHNEIDER AG 06.05.08

Appendix Grid for standardized (partial) journals "Journal Securities House XY" / "trading-authorized branch in XY" 15/16 VALOR-NR: 2265190 2.25 QUEBEC 05-15 TIME OF ORDER RECEIPT DESIGNATION OF TRANSACTION TYPE DESIGNATION OF ORDER TYPE LIMIT VALID UNTIL ORDER NO. SCOPE OF ORDER DATE / TIME OF EXECUTION SCOPE OF EXECUTION ALLOCATED OR ACHIEVED PRICE PLACE OF EXECUTION CLEARING NO. CLIENT COUNTERPARTY TRADE-ID VALUE DATE 15:38 18.04.08 Sell Stop Loss 144517.9 500000 16:20 18.04.08 100000 98 SIX ON 0233 999999 FRIDA MEIER 02518O00000 62663 23.04.08 15:38 18.04.08 Sell Stop Loss 144517.9 500000 16:22 18.04.08 400000 98 SIX ON 0233 999999 FRIDA MEIER 02518O00000 98765 23.04.08

List of Amendments 16/16 The circular is amended as follows: The references to the OR (Swiss Code of Obligations) were adapted to the revised provisions that entered into force on 1.1.2013. These amendments were decided on 25.1.2017 and enter into force on 1.1.2018. Newly inserted Rz 1.1, 9.1, 12.1 Amended Rz 1, 2, 3, 6, 9, 10, 11, 13, 14, 16, 20–27, 29, 33, 34, 37, 43 Repealed Rz 4, 5, 12, 44 Other changes Title change before Rz 1, 2, 10, 22, 24 and 37 In the context of the entry into force of the FIDLEG/FINIG legislation on 1 January 2020, the references and terms were adapted.