CP20/18: Quarterly Consultation Paper No 29

Consultation Paper CP20/18 September 2020 Quarterly Consultation No 29

2 CP20/18 Financial Conduct Authority Quarterly Consultation Sign up for our weekly news and publications alerts See all our latest press releases, consultations and speeches. The Financial Conduct Authority invites comments on this Consultation Paper. Comments should reach us by 5 October 2020 for Chapter 3, and 4 November 2020 for Chapter 2 and 4, except for the Fees (Credit Rating Agencies, Trade Repositories and Securitisation Repositories) Instrument 2020, which closes on 5 October 2020. Comments may be sent by electronic submission using the form on the FCA’s website at fca.org.uk/cp20-18-response-form. Alternatively, please send comments in writing to: Chapter 2: Adam Wreglesworth, Markets Policy, Telephone: 020 7066 7034 Chapter 3: Helene Oger-Zaher, Payments Policy, Telephone: 020 7066 3176 Chapter 4: Jainisha Kanzaria, Brexit Policy and Handbook, Telephone: 020 7066 9644 If you are responding in writing to several chapters please send your comments to Ayesha Dayaji in the Brexit Policy and Handbook Team, who will pass your responses on as appropriate. All responses should be sent to: Financial Conduct Authority, 12 Endeavour Square, London, E20 1JN Telephone: 020 7066 0575 Email: cp20-18@fca.org.uk How to respond Sign up for our weekly news and publications alerts See all our latest press releases, consultations and speeches.

3 Financial Conduct Authority Quarterly Consultation CP20/18 Contents 1 Overview 4 2 Consequential changes to the Listing Rules (Chapter 8) to align with provisions for ‘exempted documents’ under the Prospectus Regulation 5 3 Proposal to amend the open banking identification requirements (eIDAS certificate) 8 4 Proposals to reflect further onshoring changes over the transition period for EU withdrawal 13 Annex 1 Abbreviations used in this paper 23 Appendix 1 List of questions Appendix 2 Listing Rules (Role of a Sponsor) Instrument 2020 Appendix 3 Technical Standards on Strong Customer Authentication and Common and Secure Methods of Communication Instrument 2020 (eIDAS Certificate Amendment) Instrument 2020 Appendix 4 Further Brexit-related changes to Handbook & BTS following the Withdrawal Agreement

4 CP20/18 Chapter 1 Financial Conduct Authority Quarterly Consultation 1 Overview Chapter No Proposed changes to Handbook Consultation Closing Period 2 Consequential changes to the Listing Rules (Chapter 8) to align with provisions for ‘exempted documents’ under the Prospectus Regulation Two months 3 Changes to Article 34 of the UK-RTS One month 4 Onshoring changes to the FCA Handbook for legislative provisions and/or relevant technical changes needed to our rules as a result of onshoring over the transition period for EU withdrawal Two months

5 CP20/18 Chapter 2 Financial Conduct Authority Quarterly Consultation 2 Consequential changes to the Listing Rules (Chapter 8) to align with provisions for ‘exempted documents’ under the Prospectus Regulation Introduction 2.1 Our Listing Rules (LR), Chapter 8, has retained a reference to the term ‘equivalent document’. This term was linked to provisions in the Prospectus Directive (2003/71/EC) that allowed certain documents to be deemed ‘equivalent’ to an approved prospectus by national competent authorities. 2.2 The Prospectus Directive was replaced by the Prospectus Regulation (Regulation (EU) 2017/1129), which fully applied from 21 July 2019. One aspect of the changes was that ‘equivalent documents’ were replaced by ‘exempted documents’. To accommodate this change, from 21 July 2019 we replaced our Prospectus Rules sourcebook with the Prospectus Regulation Rules sourcebook and made consequential changes to other sourcebooks, including the LR. We amended the ‘equivalent document’ references in the LR, however, we have noticed that a reference to ‘equivalent documents’ remains. 2.3 We are therefore proposing to amend our LR to align this reference with those changes previously made. We also seek to clarify two closely related rules. However, in general terms, the effect of the rules remains consistent with their current application, and so these are consequential changes. Summary of proposals 2.4 We are proposing to replace the remaining reference to ‘equivalent document’ with cross-references to the relevant provisions in the Prospectus Regulation. This reflects the same approach we used, with effect from 21 July 2019, in amending the LR in the original legal instrument implementing the Prospectus Regulation (FCA 2019/80). These ‘exempted documents’ arise from exemptions from the requirement to publish an approved prospectus in connection with a takeover by means of an exchange offer or in connection with a merger or a division. 2.5 Between 21 July 2019 and 31 December 2019 none of these ‘exempted’ document required approval by a national competent authority. However, from 31 December 2019, the Prospectus Regulation was amended by the SME Regulation ((EU) 2019/2115) and ‘exempted documents’ relating to certain types of takeover by means of an exchange offer could be approved. The FCA is designated as the competent supervisory authority for this purpose.

6 CP20/18 Chapter 2 Financial Conduct Authority Quarterly Consultation 2.6 The EU Commission is empowered to adopt regulations to set out the minimum information content of the ‘exempted documents’; its consultation on these disclosure requirements closed on 14 July 2020. 2.7 The proposed changes arise in Chapter 8, section 4 of our LR, which concern the roles of sponsors in relation to transactions by companies with a premium listing. We propose to: • amend LR 8.4.9R(1)(b) to replace the term ‘equivalent document’ with text referring to a “document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation” – which is how we refer to ‘exempted documents’ elsewhere in the LR. 2.8 The other two changes similarly refer to ‘exempted documents’ by using this LR expression for them. We propose to: • amend LR 8.4.3R(1)(b) by adding text that aligns the approach with that being taken in LR 8.4.9R(1)(b), and • amend LR 8.4.3R(4) likewise by adding the same text, which we consider provides further clarity and ensures consistency with the other references we are proposing to add, as above. 2.9 In practical terms, the changes do not affect existing market practice and obligations on sponsor firms, since the Prospectus Regulation has been directly applicable in the UK since July 2019. We are simply aligning and clarifying our LR in line with changes under the Prospectus Regulation. 2.10 Our draft Instrument includes two annexes. The first makes changes that will apply while the UK remains in a transition period following our exit from the EU, which is due to end on 31 December 2020. The second makes changes to apply from 1 January 2021, when EU law will no longer apply in the UK and instead EU legislation will be converted into UK law. Both are drafted on the basis that the amendments to LR 8.4.3R and LR 8.4.9R proposed in the Exiting the European Union Handbook (Amendments) Instrument, as consulted on in CP19/27, are not to be made. Q2.1: Do you agree with these proposed changes to LR 8.4 to clarify and align references to ‘exempted documents’ under the relevant Prospectus Regulation provisions? Cost benefit analysis 2.11 Section 138I of the Financial Services and Markets Act 2000 (FSMA) requires us to publish a cost benefit analysis (CBA) unless, in accordance with section 138L, we believe that there will be no increase in costs or that the increase will be of minimal significance. Section 138I also requires us to publish an estimate of costs and benefits unless these cannot be reasonably estimated or it is not reasonably practicable to estimate them. 2.12 We are satisfied that the proposed amendment does not increase costs to firms or consumers, or any increase will be of minimal significance, as they do not create any new obligations. It will have a general benefit of clarifying our rules.

7 CP20/18 Chapter 2 Financial Conduct Authority Quarterly Consultation Impact on mutual societies 2.13 Section 138K of FSMA requires us to state whether, in our opinion, our proposed rules have a significantly different impact on authorised persons who are mutual societies, compared to other authorised persons. We do not expect the proposals in this chapter to have any different impact on mutual societies. Compatibility statement 2.14 When consulting on new rules, we are required by section 138I(2) FSMA to explain why we believe that making the proposed rules is consistent with our strategic objective, advances one or more of our operational objectives, and has regard to the regulatory principles in section 3B FSMA. We are also required to have regard to the principles in the Legislative and Regulatory Reform Act 2006 and the Regulators’ Compliance Code. 2.15 We are satisfied that the proposed amendments are compatible with our objectives and regulatory principles. The amendments are consistent with our operational objectives of securing an appropriate degree of consumer protection, promoting market integrity and promoting effective competition in the interests of consumers. We do not expect any costs from these change, while they have the benefit of clarifying our rules and ensuring consistency in our LR. Equality and diversity 2.16 Having considered the equality and diversity issues that may arise from the proposed amendments in this chapter, we do not think they will adversely impact any of the groups with protected characteristics under the Equality Act 2010, i.e. age, disability, sex, marriage or civil partnership, pregnancy and maternity, race, religion and belief, sexual orientation and gender reassignment. However, we welcome comments on any equality and diversity issues respondents believe may arise. We will review our assessment prior to publishing final rules.

8 CP20/18 Chapter 3 Financial Conduct Authority Quarterly Consultation 3 Proposal to amend the open banking identification requirements (eIDAS certificate) Introduction 3.1 Under the Payment Services Regulations 2017 (the PSRs), which implement the second payment services directive (PSD2), providers of account information and payment initiation services (also known as third-party providers (TPPs)) are required under paragraph 70(3)(c) and paragraph 69(3)(d) respectively, to identify themselves to account servicing payment service providers (ASPSPs) to access customer’s online payment account data and initiate payments from such accounts. 3.2 The Regulatory Technical Standards on strong customer authentication and common and secure communication (SCA-RTS) set out the standards of communication required and regulate access by TPPs to customer accounts held with their ASPSPs. Article 34(1) of the SCA-RTS requires TPPs to rely on eIDAS certificates for identification to ASPSPs. EIDAS certificates are issued by qualified trust service providers (QTSPs) under the eIDAS Regulation. 3.3 The requirement to rely on an eIDAS certificate for identification will be carried across into the UK regulatory technical standards for strong customer authentication and secure communication (the UK-RTS), and the eIDAS Regulation will be onshored, at the end of the Transitional Period agreed with the European Union. 3.4 On 29 July 2020, the European Banking Authority published a press release on Brexit stating that eIDAS certificates of all UK-based TPPs will be revoked at the end of the transition period. The transition period comes to an end at 11pm on 31 December 2020 (referred to as Implementation Period (IP) Completion Day). 3.5 While eIDAS certificates remain valid under UK law, the revocation of individual certificates under EU law means that, after IPCD, TPPs will no longer hold a valid certificate for use in the UK. We understand that at present there is no scope within the PSD2 eIDAS regime to issue UK-only certificates. In addition, there are no UK QTSPs qualified to issue eIDAS certificates under the UK eIDAS Regulation. 3.6 Without intervention, TPPs in the UK will no longer be able to access their customer’s account data held with ASPSPs in accordance with UK law after the transition period ends on IP Completion Day. To avoid disruption to open banking services, we are proposing to change the regulatory requirements to allow for the use of an alternative form of identification.

9 CP20/18 Chapter 3 Financial Conduct Authority Quarterly Consultation Proposal to amend Article 34 of the SCA-RTS to allow alternative means of identification 3.7 Under Regulation 106A of the PSRs, from IP Completion Day the FCA is able to make changes to the UK-RTS. We therefore propose to amend Article 34 of the UK-RTS to require ASPSPs to accept at least one other electronic form of identification issued by an independent third party. This is in addition to continuing to accept eIDAS certificates. 3.8 The additional form of identification should meet certain criteria. It should be a digital certificate issued upon identification and verification of the payment service provider’s identity. The certificate should be amended if that identity information changes and revoked where that information is unverifiable or the TPP is no longer authorised for its activities. Further, we will require ASPSPs to verify the authorisation status of the TPP, in a way that would not create any obstacles to TPP access, and to satisfy itself of the suitability of the independent third party issuing the certificate. We will also require ASPSPs to specify publicly which additional means of identification it accepts to ensure TPPs are aware. 3.9 We propose that the certificate must include identity information as well as information on the competent authority the TPP is authorised or registered with, and the corresponding registration (FRN) number. 3.10 We are not proposing to prescribe which alternative certificate should be used, or to specify further detailed attributes for certificates. In so doing, we hope to minimise the potential for disruption to existing market practice, and maximise the options available for ASPSPs and TPPs. 3.11 ASPSPs provide TPPs access to their customers’ payments account data and therefore have strong incentives to ensure the certificates they choose to accept are secure and of good quality. In addition, ASPSPs and TPPs are required under Article 35 UK-RTS to communicate securely, including by applying secure encryption. They are also required to comply with broader security requirements under the UK-RTS as well as the PSRs (e.g. under Regulation 98). 3.12 Where possible, firms should consider existing solutions. For example, we note the existence of a common certificate (certificate issued by the Open Banking Implementation Entity) already in operation in the UK. To our knowledge most TPPs already hold that certificate and, where they do not, they could easily obtain one in a short period of time (and free of charge). In addition, we note that many ASPSPs would have to make only limited changes to accept those certificates independently from eIDAS. We also note that there are other providers of directory services in the market. 3.13 We recognise that implementing the changes will lead to a degree of disruption. In particular, they will require ASPSPs to make some technical changes, the extent of which is likely to vary, and some TPPs may need to obtain new certificates. 3.14 We acknowledge that firms therefore need certainty. We are committed to expediting the necessary regulatory changes, and confirming the outcome of this consultation as soon as possible. Firms are strongly encouraged to assess the need for any changes in their systems and processes, and to implement any necessary changes as soon as possible. We also expect ASPSPs to tell TPPs which alternative certificate they will accept as early as possible. We do not expect ASPSPs to have to inform TPPs

10 CP20/18 Chapter 3 Financial Conduct Authority Quarterly Consultation of technical changes related to this issue 3 months in advance and would consider changes in this context would fall under the emergency category identified in Article 30(4) UK-RTS. 3.15 The UK-RTS will be made under Regulation 106A to come into effect immediately after IP completion date. These amendments, following approval from HM Treasury, will be applied to the UK-RTS immediately after it is made. Q3.1: Do you agree with the proposed changes to Article 34 of the UK-RTS? Cost benefit analysis 3.16 A cost benefit analysis is not included in this consultation. Section 138I of the Financial Services and Markets Act 2000 (FSMA) as applied under Regulation 106A of the PSRs requires us to, amongst other things, consult and publish a cost benefit analysis (CBA) when making or amending technical standards. However, under Section 138L(1) of FSMA, this requirement does not apply where statutory consultation and cost benefit analysis would result in a delay prejudicial to the interests of consumers. We consider that the delay involved in publishing a consultation accompanied by a cost benefit analysis would be prejudicial to the interests of consumers using TPP services. Amongst other things, TPPs provide a range of services that consumers rely on for financial management and that support affordability checks for lending decisions; the abrupt suspension of these services would be detrimental to consumers (especially in light of the impacts of Covid-19) and market integrity. We are therefore not doing so. This is not a statutory consultation. 3.17 Furthermore, under section 138I(8), we are not required to publish an estimate of costs and benefits if these cannot be reasonably estimated or it is not reasonably practicable to estimate them. We consider that the scale of potential disruption and damage to the markets that rely on open banking is such that urgent action is justified, and that it is not reasonably practicable to estimate the likely costs in the circumstances. This is because, under the counter factual of doing nothing, customers would no longer be able to receive any open banking services at all, which is clearly counter to one of the aims of the PSRs and the wider regulatory framework for payments. Compatibility statement Compliance with legal requirements 3.18 Under Regulation 106A of the PSRs, when amending technical standards, we must consider the principles set out in Regulation 106(3) and 106A(2). This section also includes our assessment of the equality and diversity implications of our proposal.

11 CP20/18 Chapter 3 Financial Conduct Authority Quarterly Consultation The FCA’s objectives and regulatory principles: Compatibility statement 3.19 Our proposed amendment to the UK-RTS are compatible with our strategic objective of ensuring that the relevant markets function well. The UK-RTS give effect to policies put in place by the PSRs 2017, and so contribute to fulfilling their aims. These align with our operational objectives of ensuring an appropriate level of consumer protection and promoting effective competition in the interests of consumers. Compatibility with the principles of Regulation 106 of the PSRs 2017 as amended by the Exit SI 3.20 In preparing the proposals set out in this consultation paper, we have considered the regulatory principles set out in Regulation 106(3) and 106A(2) of the PSRs 2017. We set out below how our proposals are compatible with each principle.

1. Ensuring an appropriate level of security for payment service users and payment service providers through the adoption of effective and risk-based requirements: We believe that our proposals comply with this principle on the basis that the amendment to the UK-RTS is required to support common secure standards of communication between ASPSPs and TPPs, in the absence of eIDAS certificates.
2. Ensuring the safety of payment service users’ funds and personal data: We believe that our proposals are aligned with this principle as the amendment is intended to ensure, as far as possible, common standards for the purposes of identification to ensure the safety and security of payment service users’ funds and personal data.
3. Securing and maintaining fair competition among all payment service providers: We believe that our proposals are aligned with this principle. The amendment to the UK-RTS will allow the continued access by TPPs to customers’ payment account data. Where developed according to common standards, this type of access can support competition.
4. Ensuring technology and business-model neutrality: We believe that our proposals comply with this principle on the basis that they do not discriminate against any particular business model or approach.
5. Allowing for the development of user-friendly, accessible and innovative means of payment: We believe that our proposals are aligned with this principle it is intended to support continued use of open banking. Open banking is designed to bring more competition and innovation to financial services, including by enabling customers to make payments from their payment account, using a payment initiation service provider, therefore providing an alternative payment method to paying by (credit or debit) card.
6. The need to use our resources in the most efficient and economic way: For the proposals in this quarterly consultation paper (QCP) we have considered the burden on the FCA of assessing how best to implement.
7. The principle that a burden or restriction should be proportionate to the benefits: We believe the proposals in this QCP containing burdens or restrictions are proportionate to the benefits.
8. The desirability of sustainable growth in the economy of the United Kingdom in the medium or long term: The proposals support the continued operations of open banking, which seeks to improve competition in payment services, and improve access for payment services businesses.
9. The general principle that consumers should take responsibility for their decisions: We do not propose any requirements which are inconsistent with this principle.

12 CP20/18 Chapter 3 Financial Conduct Authority Quarterly Consultation 10. The responsibilities of senior management: We believe the proposals in this QCP are consistent with this principle. Senior managers of payment service providers will need to ensure compliance with the PSRs 2017, UK-RTS and the relevant parts of our Handbook. 11. The desirability of exercising our functions in a way that recognises differences in the nature and objectives of businesses carried on by different persons: We do not believe that our proposals discriminate against any particular business model or approach. We have considered specific requirements for PSPs conducting account information services and payment initiation services and card based payment instrument issuers. 12. The desirability in appropriate cases of the FCA publishing information in relation to persons on whom requirements are imposed by or under the PSRs: This principle is not relevant to our proposals as they do not involve the FCA publishing information in relation to payment service providers. 13. The principle that we should exercise our functions as transparently as possible: We believe that by consulting on our proposals we are acting in line with this principle. Impact on mutual societies 3.21 Section 138K of FSMA requires us to state whether, in our opinion, our proposed rules have a significantly different impact on authorised persons who are mutual societies, compared to other authorised persons. 3.22 We are satisfied that the impact of our proposals on mutual societies, such as building societies, are not significantly different to that on other authorised persons. Equality and diversity 3.23 We have considered the equality and diversity issues that may arise from the proposed amendments. We do not think that the proposals in this chapter adversely impact any of the groups with protected characteristics under the Equality Act 2010, i.e. age, disability, sex, marriage or civil partnership, pregnancy and maternity, race, religion and belief, sexual orientation and gender reassignment. We will continue to consider the equality and diversity implications of the proposals during the consultation period, and will revisit them when publishing the final rules. In the meantime, we welcome comments on any equality and diversity considerations respondents believe may arise.

13 CP20/18 Chapter 4 Financial Conduct Authority Quarterly Consultation 4 Proposals to reflect further onshoring changes over the transition period for EU withdrawal Introduction 4.1 The UK left the EU on 31 January 2020 and we are now in the transition period provided for by the Withdrawal Agreement (officially known as the implementation period). Under the Withdrawal Agreement, EU law continues to apply in, and to, the UK until the end of the transition period. The transition period ends on 31 December 2020 at 11 pm, referred to legislatively as ‘Implementation Period completion day’ (IP completion day). 4.2 The European Union (Withdrawal) Act 2018 (EUWA), as modified by the European Union (Withdrawal Agreement) Act 2020 (WA Act), will convert existing directly applicable EU law into UK law on IP completion day. It also gives Ministers powers to make secondary legislation amending this body of law to ensure it functions effectively after IP completion day. The Government previously delegated powers to make some of these amendments to us, the Prudential Regulation Authority (PRA), the Bank of England (the Bank) and the Payment Systems Regulator (PSR). 4.3 EU law continues to apply to the UK during the transition period and we need to continue to implement new EU legislation which comes into application up to IP completion day. In parallel, we need to continue to fix deficiencies arising from the UK’s withdrawal from the EU in any affected Handbook provisions and in any new EU binding technical standards (BTS). Under the EUWA, ‘deficiencies’ include, for example, provisions which may become redundant after IP completion day or which make provision for arrangements involving the EU which are no longer appropriate. 4.4 This consultation follows, and should be read together with, our previous EU withdrawal-related consultation papers (CPs) and quarterly consultation paper chapters and policy statements.1 We are now consulting on further changes, which also relate to the Government’s new statutory instruments (SIs), to ensure that an operable legal framework is in place after IP completion day. 4.5 Although the proposed changes are relatively minor or consequential in nature we have chosen to consult, in the interests of transparency and to inform stakeholders of the proposed amendments. We are consulting on exit-related changes to: • Handbook provisions not included in our previous exit-related CPs, or made or consulted on since the December 2019 consultation (CP19/33). For this consultation, we have included provisions in effect or expected to be in effect by 1 CP19/33 quarterly consultation No 26; CP19/27 quarterly consultation No 25; CP18/28 and CP18/36 on proposed changes to the Handbook and BTS; CP18/29 on a temporary permissions regime for inbound firms and funds; CP19/2 on Brexit and contractual continuity; CP18/34 on regulatory fees and levies (regarding trade repositories and question 10 on firms in the temporary permissions regime contributing to the devolved authorities’ debt advice levy); and PS19/5 and PS19/10.

14 CP20/18 Chapter 4 Financial Conduct Authority Quarterly Consultation IP completion day, including provisions which are expected to be in effect by IP completion day but have not yet been made by the FCA Board. • BTS that start to apply before IP completion day, as published in the Official Journal of the EU as at 1 September, or, where appropriate, based on published draft text in an advanced stage of the EU legislative process. 4.6 The consultation period for this chapter closes on 4 November 2020. Responses to this chapter will be shared with the Bank and the PRA. 4.7 Having considered any consultation responses received, we expect to present the final Handbook and BTS instruments to the FCA Board for making ahead of IP completion day. This will also include material consulted on in previous EU withdrawal consultation papers, where relevant. We have prepared this consultation on the basis that statutory instruments (SIs) on which some of the instruments in Appendix 4 depend will be made before IP completion day. If the SIs are not made, or their text is not in the form we anticipate, this may have an impact on our final instruments. 4.8 We intend to use the delegated EUWA powers that are available to us on IP completion day to make our proposed amendments to BTS and the Handbook in this consultation, except for the proposed Handbook provisions relating to the Senior Managers & Certification Regime (SM&CR). For the SM&CR we intend to use our Financial Services and Markets Act 2000 (FSMA) powers to make the proposed amendments. In amending our Handbook guidance, we are using our general power under section 139A of FSMA (power of the FCA to give guidance). All changes proposed under the EUWA powers will be subject to approval by Her Majesty’s Treasury (the Treasury) before the relevant instruments are made by the FCA Board. We have consulted with the Bank/PRA on our proposed amendments to our Handbook instruments and BTS. Where required by statutory instrument, we will seek consent on shared BTS we have led on amending. Summary of proposals 4.9 Appendix 4 contains the draft instruments setting out the detailed proposed amendments to the Handbook and BTS. We have summarised the changes below. Handbook instruments 4.10 A summary of the proposed changes and the Handbook areas affected is set out in the table below.

15 CP20/18 Chapter 4 Financial Conduct Authority Quarterly Consultation Handbook areas Proposed changes SYSC 4, SYSC 22, SYSC 23 Annex 1 (Parts One, Three, Four, Six, Seven), SYSC 24, SYSC 24 Annex 1, SYSC 25, SYSC 25 Annex 1, SYSC 26, SYSC 27, COCON 1, APER 1, APER 2, FIT 1, SUP 10A, SUP 10C, SUP 15, SUP TP6 The draft instrument brings together all the instruments and draft instruments published in 2019 setting out the effect of the UK leaving the European Union on the parts of the Handbook dealing with the SM&CR and the Approved Persons Regime (APR). This means that we propose to revoke the Exiting the European Union: SMCR and APR (Amendments) Instrument 2019 (FCA 2019/30) and not to make the Exiting the European Union: SMCR and APR (Amendments) (Solo￾Regulated Firms) Instrument 2019 (which was included in PS19/5: Brexit Policy Statement: Feedback on CP18/28, CP18/29, CP18/34, CP18/36 and CP19/2) or the Exiting the European Union: SMCR and APR (Amendments) (No 2) Instrument 2019 as contained in CP19/27: Quarterly Consultation Paper No 25 and in CP19/33: Quarterly Consultation No 26. The draft instrument in this CP reproduces the material in the previous made and draft instruments but has been amended to take into account the various changes to the Handbook material about SM&CR and the APR in 2019 and 2020 and the fact that the commencement of SM&CR for solo-regulated firms began before EU law ceases to apply in the UK rather than after. COLL 5.2, TP 1 Recent changes to the Collective Investment Schemes sourcebook (COLL) have extended the categories of persons who can act as a counterparty to a UCITS scheme or a non-UCITS retail scheme (NURS) that enters into an over-the-counter (OTC) derivative contract. These categories include persons who qualify by reason of EU legislation, including authorisation or (for non-EEA central clearing counterparties (CCPs)) recognition under the European Markets Infrastructure Regulation (EMIR). We propose that persons who qualify as approved counterparties in reliance on their EU status will cease to be approved after IP completion day, in line with the general approach to onshoring the FCA Handbook of rules and guidance. CCPs in some EU member States will remain approved under COLL 5.2.23R(1)(e) because those jurisdictions have been assessed by the Financial Stability Board as meeting the internationally-agreed G20 standards. Those non-UK CCPs that stand to lose their approved counterparty status will regain it if they become approved or recognised under the onshored version of EMIR. To avoid any disruption of OTC derivative contracts that are open as at IP completion day, and to allow both fund managers and counterparties time to adjust to the new situation, we propose introducing a transitional provision. Any CCP or other person that, because of an EU authorisation or recognition, is an approved counterparty on IP completion day will retain that status for two years afterwards. PERG 2.7 We have made technical amendments to these guidance provisions to bring them in line with the onshored Regulatory Activities Order (RAO) as it relates to the exemptions to the regulated credit perimeter permitted for agreements that would previously have been subject to the Mortgage Credit Directive. FEES 3.2, 4 Annex 16 We are finalising the commencement date of the fees rules for credit rating agencies, trade repositories and securitisation repositories, and updating some definitions in the light of the Securitisation Regulation and Securities Financing Transaction Regulation. PROD 1.4, 6.1 These changes update our product governance rules for manufacturers or distributors of pathway investments that come into force on 1 February 2021, to take into account Annex H of the Exiting the European Union: Business Standards Sourcebooks (Amendments) Instrument 2019. COBS 16.6 and 19.10 Incoming COBS 16.6.7A(3) and COBS 19.10.1R(1) originally stated that 'cash-like investments' includes, among other things, units in a money market fund for the purposes of the European Parliament and Council Regulation on money market funds (2017/1131/EU). The changes to these rules in the Investment Pathway Instrument replace the reference to 2017/1131/EU with the UK version which is part of UK law by virtue of the EUWA.

16 CP20/18 Chapter 4 Financial Conduct Authority Quarterly Consultation Q4.1: Do you have any comments on the proposed Handbook amendments? Binding technical standards (BTS) 4.11 We are proposing to amend provisions in BTS that relate to the following: • Securitisation Regulation (SR) • Capital Requirements Regulation (CRR) 4.12 There are several BTS mandated under EU legislation that have not been finalised by the EU. We have included BTS that have been published in the Official Journal of the EU by 1 September. We have also included BTS that have been adopted by the Commission and are therefore at an advanced stage of the legislative process, even though they have not yet become EU law. These are 7 BTS that relate to the Securitisation Regulation (SR). 4.13 In the scenario that we are given the power to fix new BTS, we propose to amend such BTS that are published in the Official Journal. In order to amend deficiencies arising from the UK’s exit from the EU, these BTS would need to be added to the Schedule of the Regulators’ Powers SI (The Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018) before the end of December 2020. 4.14 Some BTS are relevant to firms and persons supervised by us and the Bank/PRA. The legislation giving us the power to correct BTS designates an appropriate regulator for each BTS and, in some cases, this is shared between two regulators. 4.15 It is important to both the Bank/PRA and us that the substance of our Securitisation BTS, where designation is shared, maintains an appropriate degree of alignment after exit day. Therefore, any changes to the two Disclosure BTS before exit day will be made with each other’s consent. 4.16 All changes to BTS should be read alongside the amendments made to the onshored EU legislation, as amended by the Treasury. It may also be useful to refer to the amendments to our Handbook, where Handbook provisions and BTS interrelate. We have outlined our changes to the BTS below. Securitisation Regulation 4.17 During September 2020, several EU technical standards under the Securitisation Regulation are expected to be published in the Official Journal of the European Union. These should enter into force before 31 December 2020 and become part of retained EU law by virtue of the European Union Withdrawal Act (EUWA). 4.18 Our proposed technical standards were prepared in advance of these publications and, where appropriate, are consistent instead with European Commission-delegated versions which have been available for some time. There may be differences in the final EU technical standards, but these are likely to be minor and technical in nature. We will consider reflecting any such further changes in the final technical standards we make, where appropriate.

17 CP20/18 Chapter 4 Financial Conduct Authority Quarterly Consultation Article 7 – Transparency requirements for originators, sponsors and SSPEs COMMISSION DELEGATED REGULATION (EU) …/...2 of 16.10.2019 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards specifying the information and the details of a securitisation to be made available by the originator, sponsor and SSPE COMMISSION IMPLEMENTING REGULATION (EU) …/... of XXX laying down implementing technical standards with regard to the format and standardised templates for making available the information and details of a securitisation by the originator, sponsor and SSPE 4.19 One of the key objectives of the UK Securitisation Regulation is to enhance transparency around securitisations. Accordingly, it requires the originator, sponsor and securitisation special purpose entity (SSPE) to make certain information available to investors, the competent authority, and upon request, to potential investors. The information allows investors to conduct a proper risk assessment of their securitisation position. It also allows regulators to effectively monitor the overall functioning of securitisation markets. 4.20 These technical standards specify the information to be provided regarding the underlying exposures, the investor reports and any inside information or significant events. The changes on which we are consulting are mostly either consequential on the Securitisation (Amendment) (EU Exit) Regulations 2019 or minor. However, we would like to receive specific feedback on the changes listed below: • The proposed template for non-performing exposures3 includes references to MARP in rows NPEL32 and NPEL33. MARP stands for the Mortgage Arrears Resolution Process, a system devised by the Central Bank of Ireland for the process lenders should adhere to when addressing borrower arrears. We have retained the references to MARP in our proposal. • For all references to NUTS (Nomenclature of Territorial Units for Statistics), we have proposed retaining the most recent EU version of NUTS3, in use in the UK immediately before IP completion day, whilst providing for the ability to use previous EU versions for reporting exposures acquired prior to IP completion day. • For references to NACE (Nomenclature statistique des Activités économiques dans la Communauté Européenne), we have proposed to replace them with a condensed version of the UK’s Standard Industrial Classification (SIC), as used by UK Companies House and presented in the document “Nature of business: Standard Industrial Classification (SIC) codes”. • For reference to the classification of enterprises by size (micro, small, medium and large enterprises), we have proposed to keep the European classification in accordance with the Annex to Commission Recommendation 2003/361/EC as it applied in the UK immediately before IP completion day. • The proposed templates in annex IV for corporate exposures includes references to “leverage loan” in row CRPL29 by reference to the ECB definition. We have proposed a new UK definition. • In rows SESL13 and SESL14 of the templates in annex XIV on significant events, we have proposed to replace EU CLO with UK CLO. We define UK CLOs as any CLOs where the collateral manager is established in the UK. 2 This indicates that an OJ reference is not yet available as the legislation is still in draft. 3 ANNEX X on page 158 https://ec.europa.eu/finance/docs/level-2-measures/securitisation-rts-2019-7334-annex_en.pdf

18 CP20/18 Chapter 4 Financial Conduct Authority Quarterly Consultation Chapter 3 – Conditions and procedures for registration of a securitisation repository COMMISSION DELEGATED REGULATION (EU) …/... of 29.11.2019 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards specifying the details of the application for registration of a securitisation repository and the details of the simplified application for an extension of registration of a trade repository COMMISSION IMPLEMENTING REGULATION (EU) …/... of XXX laying down implementing technical standards with regard to the format of applications for registration as a securitisation repository or for extension of a registration of a trade repository pursuant to Regulation (EU) 2017/2402 of the European Parliament and of the Council COMMISSION DELEGATED REGULATION (EU) …/... of 29.11.2019 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards on securitisation repository operational standards for data collection, aggregation, comparison, access and verification of completeness and consistency 4.21 The UK Securitisation Regulation provides for the registration and supervision of Securitisation Repositories in the UK, which collect and maintain the records of securitisations centrally for the benefit of investors and regulators. The Treasury, through the Securitisation (Amendment) (EU Exit) Regulations 2019, has designated the FCA as the UK competent authority to register and supervise UK Securitisation Repositories under the UK Securitisation Regulation. 4.22 Securitisation Repositories will be required to register with us and these technical standards specify the information and templates to be provided as part of the application, thereby ensuring uniform conditions of applications to us for prospective Securitisation Repositories. They also provide an expedited process for registered trade repositories (TR) seeking to extend their operations to that of an Securitisation Repositories and seek to avoid duplication of procedures. 4.23 The UK Securitisation Regulation requires Securitisation Repositories to collect and maintain details of securitisations. The regulation also requires Securitisation Repositories to provide free, direct and immediate access to, amongst others and in certain circumstances, us, the Bank of England, the PRA, investors and potential investors. The technical standards specify the operational standards for Securitisation Repositories to allow the timely, structured and comprehensive collection of data, and to facilitate the aggregation and comparison of data across Securitisation Repositories. They also specify the terms and conditions under which the UK’s competent authorities and investors will have access to Securitisation Repositories’ data and the details of this information. 4.24 We note that ESMA guidelines due to be published will set out the assessments Securitisation Repositories must make of the securitisation information that originators, sponsors and SSPEs provide. The guidelines set out the conditions for an Securitisation Repository to reject a submission of securitisation information, including by setting out thresholds for the percentage of fields using a ‘no data option’. This is to ensure confidence in the quality of the information available to investors and authorities. In line with our approach to EU non-legislative materials, we expect market participants to sensibly and purposively interpret these guidelines, taking into account the provisions of the EU Withdrawal Act and any amendments made to relevant legislation in the withdrawal process.

19 CP20/18 Chapter 4 Financial Conduct Authority Quarterly Consultation Article 27 – STS notification requirements COMMISSION DELEGATED REGULATION (EU) …/... of 12.11.2019 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 and laying down regulatory technical standards specifying the information to be provided in accordance with the STS notification requirements COMMISSION IMPLEMENTING REGULATION (EU) …/... of XXX laying down implementing technical standards with regard to templates for the provision of information in accordance with the STS notification requirements 4.25 Chapter 4 of the UK Securitisation Regulation provides for a class of securitisations called ‘simple, transparent and standardised’ (STS), and sets some criteria to identify STS securitisations. Under the UK Securitisation Regulation, originators and sponsors that meet the onshored STS criteria must notify the FCA using a template where a securitisation meets the STS requirements. 4.26 Under the UK Securitisation Regulation, originators and sponsors must notify us by means of a template where a securitisation meets the STS requirements. The template specifies the format in which the information must be notified to us. 4.27 Please note that pursuant to the UK Securitisation Regulation, the FCA will maintain on our website a list of all securitisations which the originators and sponsors have notified to us as meeting the onshored STS requirements. We will update the list where a securitisation is no longer considered to be STS. We will indicate on the list when a relevant sanction has been imposed on a particular securitisation. Article 42 – Amendment to Regulation (EU) No 648/2012 COMMISSION DELEGATED REGULATION (EU) 2020/447 of 16 December 2019 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council with regard to regulatory technical standards on the specification of criteria for establishing the arrangements to adequately mitigate counterparty credit risk associated with covered bonds and securitisations, and amending Delegated Regulations (EU) 2015/2205 and (EU) 2016/1178 4.28 The EU Securitisation Regulation has amended the European Market Infrastructures Regulation (Regulation (EU) 648/2012 on OTC derivatives, central counterparties and trade repositories, EMIR) to ensure consistency in the clearing and margining requirements of non-centrally cleared over-the-counter (OTC) derivatives within the structure of covered bonds and securitisations. These technical standards specify criteria for establishing which arrangement under covered bonds or securitisations adequately mitigate counterparty credit risk, within the meaning of Article 4(5) EMIR. Article 6 – Risk retention EBA Final Draft Regulatory Technical Standards Specifying the requirements for originators, sponsors and original lenders relating to risk retention pursuant to Article 6(7) of Regulation (EU) 2017/2402 4.29 The PRA is expected to consult on onshoring amendments to risk retention technical standards, which are owned jointly with the FCA. The retention of a material net economic interest aims at aligning interests between the originators, sponsors and original lenders involved in a securitisation and the investors in the securitisation,

20 CP20/18 Chapter 4 Financial Conduct Authority Quarterly Consultation reducing the risk of moral hazard. We are proposing changes to technical standards which have been submitted by the European Banking Authority (EBA) to the EU Commission, and are awaiting adoption. 4.30 Whilst this paper constitutes our own consultation with respect to the risk retention technical standards, respondents should have regard to the PRA consultation and respond directly to the PRA where possible. Capital Requirements Regulation 4.31 We were unable to include the FCA Technical Standards Capital Requirements Directive and Regulation (EU Exit) (No. 2) Instrument in CP19/33 because an amending BTS (Commission Implementing Regulation (EU) 2019/2028) was published in the EU’s Official Journal in December 2019, affecting the timings. An earlier draft of this FCA instrument was included in CP19/27 and was previously approved by the Treasury. 4.32 The amending BTS made certain changes to the original BTS containing the ECAI mapping for the CRR Standardised Approach to credit risk (Commission Implementing Regulation (EU) 2016/1799). The original BTS was subject to onshoring amendments in Annex A of our original draft instrument. In light of the amendments in the amending BTS, we therefore consider it appropriate to update Annex B to our revised instrument to ensure that the onshored FCA version of the underlying original BTS will continue to operate effectively in UK law in the future. Our approach to the CRR securitisation ECAI mappings BTS (Commission Implementing Regulation (EU) 2016/1801) remains unchanged since CP19/27 and is contained in Annex C to the instrument. 4.33 Our substantive approach to the CRR Main Indices and Exchanges BTS (Commission Implementing Regulation (EU) 2016/1646) also remains unchanged since CP 19/27, but we have copied out in full the relevant amendments, rather than continuing our original approach of cross-referring to the equivalent amendments made by the PRA in its proposed Technical Standards (Capital Requirements) (EU Exit) (No. 4) Instrument in PRA CP18/19. These amendments to Reg 2016/1646 are contained in Annex D to our instrument. 4.34 We have also included a minor amendment to the CRR reporting BTS (Commission Implementing Regulation (EU) 680/2014) to ensure that recent changes to that BTS introduced by Commission Implementing Regulation (EU) 2020/429 will operate effectively in the UK following IP completion day. This is contained in Annex E to our instrument. The amendment clarifies the basis on which a potential exemption from reporting securitisation exposures will operate under the onshored UK regime. 4.35 As we explained in CP18/36, we do not intend to update each CRD and CRR reporting and disclosure template from IP completion day. Instead, we will publish a guidance document which explains how relevant references in those templates should be interpreted from that date. We intend that this will effectively mirror the approach taken by the PRA in PRA Supervisory Statement SS2/19, to the extent relevant to CRR firms that are prudentially regulated by the FCA. 4.36 We understand that the PRA intends to consult on certain updates to SS2/19 which we would also expect to replicate in FCA guidance in so far as relevant to CRR firms we regulate. This will ensure consistency in our respective approaches to CRD and CRR reporting and disclosures. We anticipate issuing that FCA guidance after the end of the PRA’s consultation period on its proposed updates to SS2/19.  

21 CP20/18 Chapter 4 Financial Conduct Authority Quarterly Consultation Q4.2 Do you have any comments on the proposed BTS changes? The EEA Agreement 4.37 The EUWA provides that the Annexes to the EEA Agreement, as they have effect in EU law immediately before IP completion day, form part of UK law on and after IP completion day – to the extent that they refer to or adapt any EU regulation, EU decision or EU tertiary legislation which is retained by section 3. The EUWA also provides that the Protocol 1 to the EEA Agreement, as it has effect in EU law immediately before IP completion day, forms part of UK law. 4.38 Annex IX to the EEA Agreement makes adaptations to various EU legislation, including BTS which the FCA has the power to amend under the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018. We are reviewing what further deficiency fixes may be appropriate in relation to these BTS in light of this and we propose to make any necessary amendments in due course. Having consulted on the instruments addressing deficiencies in the BTS, we do not propose to consult further on any additional amendments in light of the EEA Agreement adaptations. Temporary Transitional Power (TTP) directions 4.39 We will be publishing a revised version of our TTP directions before IP completion day, in sufficient time to give notice of any changes to our approach. Cost benefit analysis 4.40 Under the powers to address deficiencies in our rules and BTS in the Financial Regulators’ Powers SI, there is no obligation to conduct a cost benefit analysis (CBA). We have therefore not produced a CBA for the proposed amendments to rules and BTS where we have used those powers. 4.41 For some of the proposed rule changes, we intend to use our powers in FSMA. FSMA requires us to publish a CBA of our proposed rules. Specifically, section 138I requires us to publish a CBA of proposed rules, defined as ‘an analysis of the costs, together with an analysis of the benefits that will arise if the proposed rules are made’. We are not required to undertake a CBA if, in making the appropriate comparison, there will be no increase in costs, or there will be an increase in costs but that increase will be of minimal significance. We have set out below our assessment of relevant rule changes in light of these obligations. 4.42 For the SM&CR proposals, we do not expect there to be a significant increase in costs for firms, other than what we have already consulted on in CP18/36. This is because the proposed changes are minor and do not require firms to comply with additional rules other than those they are already required to comply with. We therefore believe that the CBA contained in CP18/36 remains valid.

22 CP20/18 Chapter 4 Financial Conduct Authority Quarterly Consultation Compatibility statement 4.43 In relation to changes in this chapter that we propose to make using the delegated powers under the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018, we consider that they are appropriate to prevent, remedy or mitigate any failure of the relevant FCA Handbook provisions or BTS to operate effectively, or any other deficiency in the relevant FCA Handbook provisions or BTS, arising from the withdrawal of the UK from the EU. 4.44 The changes proposed under these powers do not impose or increase taxation or fees; make retrospective provision; create a criminal offence which is capable of leading to imprisonment of more than two years; establish a public authority; implement the Article 50 Withdrawal Agreement; result in the transfer of a function of an EU authority to a UK authority; confer any power to legislate by means of orders, rules, regulations or any other subordinate instrument; or amend any legislation other than the relevant FCA Handbook provisions and BTS. 4.45 The proposed amendments in relation to the SM&CR rules and fees rules are compatible with our general duties (as described in the previous CPs and PSs). The proposed changes will ensure the proper functioning of SM&CR rules and fees rules after IP completion day and, as a result, also support firms in complying with these rules. Equality and diversity 4.46 We have considered the equality and diversity issues that may arise from the proposed amendments. We do not think that the proposals in this chapter adversely impact any of the groups with protected characteristics under the Equality Act 2010, ie age, disability, sex, marriage or civil partnership, pregnancy and maternity, race, religion and belief, sexual orientation and gender reassignment. We will continue to consider the equality and diversity implications of the proposals during the consultation period, and will revisit them when publishing the final rules. In the meantime, we welcome comments on any equality and diversity considerations respondents believe may arise.

23 CP20/18 Annex 1 Financial Conduct Authority Quarterly Consultation Annex 1 Abbreviations used in this paper APR Approved Persons Regime ASPSP Account servicing payment service provider Bank Bank of England BTS Binding Technical Standards CBA Cost benefit analysis CCPs Central clearing counterparties COLL Collective Investment Schemes sourcebook CP Consultation Papers CRD Capital Requirements Directives CRR Capital Requirements Regulation EBA European Banking Authority EMIR European Markets Infrastructure Regulation EUWA European Union (Withdrawal) Act 2018 FCA Financial Conduct Authority FSMA Financial Services and Markets Act 2000 the Treasury Her Majesty’s Treasury IP completion day Implementation Period completion day LR Listing Rules sourcebook MARP Mortgage Arrears Resolution Process NACE Nomenclature statistique des Activités économiques dans la Communauté Européenne NURS Non-UCITS retail scheme NUTS Nomenclature of Territorial Units for Statistics

24 CP20/18 Annex 1 Financial Conduct Authority Quarterly Consultation OTC Over-the-counter PRA Prudential Regulation Authority PS Policy Statement PSD2 The Revised Payment Services Directive (2007/64/EC) PSR Payment Systems Regulator PSRs 2017 Payment Services Regulations 2017 QCP Quarterly Consultation Paper QTSP Qualified trust service provider RAO Regulatory Activities Order SCA-RTS Regulatory technical standards on strong customer authentication and secure communication SI Statutory Instrument SIC Standard Industrial Classification SM&CR Senior Managers & Certification Regime SR Securitisation Regulation SSPE Securitisation special purpose entity STS Simple, transparent and standardised TPPs Third party providers TR Trade repositories TTP Temporary Transitional Power UK-RTS UK onshored regulatory technical standards on strong customer authentication and secure communication WA Act European Union (Withdrawal Agreement) Act 2020

25 CP20/18 Annex 1 Financial Conduct Authority Quarterly Consultation Sign up for our weekly news and publications alerts We make all responses to formal consultation available for public inspection unless the respondent requests otherwise. We will not regard a standard confidentiality statement in an email message as a request for non-disclosure. Despite this, we may be asked to disclose a confidential response under the Freedom of Information Act 2000. We may consult you if we receive such a request. Any decision we make not to disclose the response is reviewable by the Information Commissioner and the Information Rights Tribunal. All our publications are available to download from www.fca.org.uk. If you would like to receive this paper in an alternative format, please call 020 7066 7948 or email: publications_graphics@fca.org.uk or write to: Editorial and Digital team, Financial Conduct Authority, 12 Endeavour Square, London E20 1JN

26 CP20/18 Appendix 1 Financial Conduct Authority Quarterly Consultation Appendix 1 List of questions Q2.1: Do you agree with these proposed changes to LR 8.4 to clarify and align references to ‘exempted documents’ under the relevant Prospectus Regulation provisions? Q3.1: Do you agree with the proposed changes to Article 34 of the UK-RTS? Q4.1: Do you have any comments on the proposed Handbook amendments? Q4.2: Do you have any comments on the proposed BTS changes?

27 CP20/18 Appendix 2 Financial Conduct Authority Quarterly Consultation Appendix 2 Listing Rules (Role of a Sponsor) Instrument 2020

FCA 2020/XX LISTING RULES (ROLE OF A SPONSOR) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of the following powers and related provisions in the Financial Services and Markets Act 2000 (“the Act”): (1) section 73A (Part 6 Rules); (2) section 88 (Sponsors); (3) section 96 (Obligations of issuers of listed securities); (4) section 137A (The FCA’s general rules); and (5) section 137T (General supplementary powers). B. The rule-making powers listed above are specified for the purpose of section 138G(2) (Rule-making instruments) of the Act. Commencement C. Annex A to this instrument comes into force on the day after the day on which this instrument is made. D. Annex B to this instrument comes into force on IP completion day within the meaning of section 39 of the European Union (Withdrawal Agreement) Act 2020. Revocation of earlier instruments E. The Exiting the European Union: Listing, Prospectus and Disclosure Sourcebooks (Amendments) Instrument 2019 (FCA 2019/26) is revoked insofar as it amends LR 8.4.9R of the Listing Rules sourcebook in the FCA’s Handbook of rules and guidance (and, accordingly, those amendments to LR 8.4.9R will not come into force on IP completion day). Amendments to the Handbook F. The Listing Rules sourcebook (LR) is amended in accordance with the Annexes to this instrument. Citation G. This instrument may be cited as the Listing Rules (Role of a Sponsor) Instrument 2020. By order of the Board [date]

FCA 2020/XX Page 2 of 5 Annex A Amendments to the Listing Rules sourcebook (LR) In this Annex, underlining indicates new text and striking through indicates deleted text. [Note: The text in this Annex is drafted on the basis that the amendments to LR 8.4.3R and LR 8.4.9R proposed in the Exiting the European Union Handbook (Amendments) Instrument, as consulted on in CP19/27, are not to be made.] 8 Sponsors: Premium listing … 8.4 Role of a sponsor: transactions … New applicants: procedure 8.4.3 R A sponsor must: (1) submit a completed Sponsor’s Declaration on an Application for Listing to the FCA either: … (b) at a time agreed with the FCA, if the FCA is not approving the prospectus or the applicant is required to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation; … (4) submit a letter to the FCA setting out how the applicantsatisfies the criteria in LR 2 (Requirements for listing - all securities), LR 6 (Additional requirements for premium listing (commercial company)) and, if applicable, LR 15, LR 16 or LR 21, no later than when the first draft of the prospectus or listing particulars is submitted (or, if the FCA is not approving a prospectus or if the applicant is required to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation, at a time to be agreed with the FCA). … … Further issues: procedure 8.4.9 R A sponsor must:

FCA 2020/XX Page 3 of 5 (1) submit a completed Sponsor’s Declaration on an Application for Listing to the FCA either: … (b) at a time agreed with the FCA if the FCA is not approving the prospectus or if it is determining whether a document is an equivalent document the applicant is required to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation; … …

FCA 2020/XX Page 4 of 5 Annex B Amendments to the Listing Rules sourcebook (LR) In this Annex, underlining indicates new text and striking through indicates deleted text. [Note: The text in this Annex is drafted on the basis that the amendments to LR 8.4.3R and LR 8.4.9R proposed in the Exiting the European Union Handbook (Amendments) Instrument, as consulted on in CP19/27, are not to be made.] 8 Sponsors: Premium listing … 8.4 Role of a sponsor: transactions … New applicants: procedure 8.4.3 R A sponsor must: (1) submit a completed Sponsor’s Declaration on an Application for Listing to the FCA either: … (b) at a time agreed with the FCA, if the FCA is not approving the prospectus or the applicant is required to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation; … (4) submit a letter to the FCA setting out how the applicantsatisfies the criteria in LR 2 (Requirements for listing - all securities), LR 6 (Additional requirements for premium listing (commercial company)) and, if applicable, LR 15, LR 16 or LR 21, no later than when the first draft of the prospectus or listing particulars is submitted (or, if the FCA is not approving a prospectus or if the applicant is required to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation, at a time to be agreed with the FCA). … Further issues: procedure 8.4.9 R A sponsor must: (1) submit a completed Sponsor’s Declaration on an Application for

FCA 2020/XX Page 5 of 5 Listing to the FCA either: … (b) at a time agreed with the FCA if the FCA is not approving the prospectus or the applicant is required to publish a document under article 1(4)(f) or (g) or (5)(e) or (f) of the Prospectus Regulation; … …

28 CP20/18 Appendix 3 Financial Conduct Authority Quarterly Consultation Appendix 3 Technical Standards on Strong Customer Authentication and Common and Secure Methods of Communication Instrument 2020 (eIDAS Certificate Amendment) Instrument 2020

FCA 2020/XX TECHNICAL STANDARDS ON STRONG CUSTOMER AUTHENTICATION AND COMMON AND SECURE METHODS OF COMMUNICATION (AMENDMENT OF EIDAS CERTIFICATE) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of the power and related provisions in or under:

1. Regulation 106A (Technical Standards) of the Payment Services Regulations as amended by the Electronic Money, Payment Services and Payment Systems (Amendment and Transitional Provisions) (EU Exit) Regulations 2018 which comes into force on exit day as defined by the EU Withdrawal Act 2018;
2. the following sections of the Financial Services and Markets Act 2000 (“the Act”) as amended by the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018: (a) section 138P (Technical Standards); (b) section 138Q (Standards instruments); (c) section 138S (Application of Chapters 1 and 2); (d) section 137T (General supplementary powers); (e) section 138F (Notification of rules); and (f) section 138I (Consultation by the FCA). Pre-condition to making B. The FCA has consulted the Prudential Regulation Authority and the Bank of England as appropriate in accordance with section 138P of the Act. C. A draft of this instrument has been approved by the Treasury, in accordance with section 138R of the Act. Commencement D. This instrument comes into force [on IP completion date, immediately after the Technical Standards on Strong Customer Authentication and Common and Secure Methods of Communication Instrument 2020 comes into force]. Amendments to material outside the Handbook E. The UK-RTS (Article 34) is amended in accordance with the Annex to this instrument. Citation F. This instrument may be cited as the Technical Standards on Strong Customer Authentication and Common and Secure Methods of Communication (Amendment of eIDAS Certificate) Instrument 2020.

FCA 2020/XX Page 2 of 5 By order of the Board [date]

FCA 2020/XX Page 3 of 5 In this instrument, underlining indicates new text and striking through indicates deleted text. Annex Technical standards regarding strong customer authentication and common and secure open standards of communication. … Article 34 Certificates

1. For the purpose of identification, as referred to in Article 30(1)(a), Payment payment service providers shall rely on one or both of the following electronic means of identification: (a) qualified certificates for electronic seals as referred to in Article 3(30) of the Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust service for electronic transactions in the internal market, as amended by the Electronic Identification and Trust Services for Electronic Transactions (Amendment etc.) (EU Exit) Regulations 2018 as came into force on exit day as defined in the European Union (Withdrawal) Act 2018, or for website authentication as referred to in Article 3(39) of the same Regulations.; and/or (b) at least one other form of identification issued by an independent third party that is not unduly burdensome for payment service providers to obtain.
2. For the purpose of these Standards, referred to in paragraph 1, the registration number as referred to in the official records in accordance with Annex III(c) or Annex IV(c) to Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust service for electronic transactions in the internal market as amended by the Electronic Identification and Trust Services for Electronic Transactions (Amendment etc.) (EU Exit) Regulations 2018 as came into force on exit day as defined in the European Union (Withdrawal) Act 2018 and the registration number referred to in paragraph 7, shall be the authorisation number of the payment service provider issuing card-based payment instruments, the account information service providers and payment initiation service providers, including account servicing payment service providers providing such services, available in the public register of the UK pursuant to regulation 4 of the Payment Services Regulations (SI 2017/752) or section 347 of the Financial Services and Markets Act 2000, or in the case of such payment service providers incorporated and registered or authorised in Gibraltar, their incorporation number available in the Regulated Entities Register of the Gibraltar Financial Services Commission.

FCA 2020/XX Page 4 of 5 3. For the purposes of these Standards, qualified certificates for electronic seals or for website authentication referred to in paragraph 1(a) shall include, in a language customary in the sphere of international finance, additional specific attributes in relation to each of the following: (a) the role of the payment service provider, which may be one or more of the following: (i) account servicing; (ii) payment initiation; (iii) account information; (iv) issuing of card-based payment instruments; (b) the name of the competent authorities where the payment service provider is registered. 4. The attributes referred to in paragraph 3 shall not affect the interoperability and recognition of qualified certificates for electronic seals or website authentication. 5. Where a form of identification under paragraph 1(b) is used, account servicing payment service providers must: (a) verify that the payment service provider is authorised to perform the payment services relevant to its activities in a way that does not present an obstacle to the provision of payment initiation and account information services; (b) make public the form of identification they accept; and (c) satisfy itself that the independent third party issuing that form of identification is suitable and has sufficient systems and controls to verify the information contained in the digital certificate referred to in paragraph 7. 6. Payment service providers relying on a form of identification under paragraph 1(b) must notify the independent third party issuing that form of identification of any changes in identity information or regulatory authorisation in writing before such changes take effect or, where this is not possible, immediately after. 7. A form of identification accepted under paragraph 1(b) must be a digital certificate that: (a) is issued upon identification and verification of the payment service provider’s name, company number (if applicable) and its principal place of business; (b) gives appropriate assurance to account servicing payment service providers in relation to the authenticity of the data and the identity of the payment service provider; (c) represents the following information: (i) name and address of the issuer of the form of identification; (ii) the name and address of the payment service provider to whom the certificate is issued; and (iii) the registration number and competent authority of the payment service provider to whom the certificate is issued;

FCA 2020/XX Page 5 of 5 (d) is amended where the identity information of the payment service provider changes; and (e) is revoked where this information of the payment service provider is unverifiable or the payment service provider ceases to be authorised.

29 CP20/18 Appendix 4 Financial Conduct Authority Quarterly Consultation Appendix 4 Further Brexit-related changes to Handbook & BTS following the Withdrawal Agreement

FCA 2020/XX EXITING THE EUROPEAN UNION: HANDBOOK (AMENDMENTS) (No 2) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of: (1) regulation 3 of the Financial Regulators’ Powers (Technical Standards) (Amendment etc.) (EU Exit) Regulations 2018; (2) the following provisions of the Financial Services and Markets Act 2000 (“the Act”): (a) section 137A (the FCA’s general rules); (b) section 137R (Financial promotion rules); (c) section 137T (General supplementary powers); (d) section 139A (Power of the FCA to give guidance); (e) section 247 (Trust scheme rules); (f) section 248 (Scheme particulars rules); (g) section 261I (Contractual scheme rules) (h) section 261J (Contractual scheme particulars rules); and (3) regulation 6(1) of the Open-Ended Investment Companies Regulations 2001 (SI 2001/1228). B. The rule-making provisions referred to above are specified for the purposes of section 138G(2) (Rule-making instruments) of the Act. Commencement C. (1) Subject to (2), this instrument comes into force on the IP completion day as defined in the European Union (Withdrawal Agreement) Act 2020. (2) Annex B to this instrument comes into force on 1 February 2021 immediately after the amendments to the Product Intervention and Product Governance sourcebook (PROD) made by the Conduct of Business Sourcebook (Investment Pathways) Instrument 2019 (FCA 2019/83) take effect. Amendments to the Handbook D. The modules of the FCA’s Handbook of rules and guidance listed in column (1) below are amended in accordance with the Annexes in this instrument listed in column (2) below. (1) (2) Conduct of Business sourcebook (COBS) Annex A

FCA 2020/XX Page 2 of 11 Product Intervention and Product Governance sourcebook (PROD) Annex B Collective Investment Schemes sourcebook (COLL) Annex C Amendments to material outside the Handbook E. The Perimeter Guidance manual (PERG) is amended in accordance with Annex D to this instrument. Notes F. In this instrument, notes shown as “Editor’s note” and “Note:” are intended for the convenience of the reader but do not form part of the legislative text. Citation G. This instrument may be cited as the Exiting the European Union: Handbook (Amendments) (No 2) Instrument 2020. [Editor’s note: it is assumed that the instrument called “Exiting the European Union: Handbook (Amendments)) Instrument 2019” which was published for consultation in FCA CP19/27 will be made in 2020 and retitled accordingly. On that basis, the present instrument will be numbered as the second in that sequence.] By order of the Board [date]

FCA 2020/XX Page 3 of 11 Annex A Amendments to the Conduct of Business sourcebook (COBS) In this Annex, underlining indicates new text and striking through indicates deleted text. 16 Reporting information to clients (non-MiFID provisions) … 16.6 Communications to clients – life insurance, long term care insurance and drawdown pensions … Drawdown pensions: annual statements 16.6.7A R In the rest of COBS 16.6: … (3) “cash-like investments” includes cash or near cash, units in a regulated money market fund, or units in a fund authorised as a money market fund for the purposes of the UK version of the European Parliament and Council Regulation on money market funds (2017/1131/EU), which is part of UK law by virtue of the EUWA; and … 19 Pensions supplementary provisions … 19.10 Drawdown, investment pathways and cash warnings Definitions 19.10.1 R In COBS 19.10: (1) “cash-like investments” includes cash or near cash, units in a regulated money market fund, or units in a fund authorised as a money market fund for the purposes of the UK version of the European Parliament and Council Regulation on money market funds (2017/1131/EU), which is part of UK law by virtue of the EUWA;

FCA 2020/XX Page 4 of 11 Annex B Amendments to the Product Intervention and Product Governance sourcebook (PROD) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 Product Intervention and Product Governance Sourcebook (PROD) … 1.4 Application of PROD 4 … 1.4.3B R Where a firm: (1) manufactures or distributes pathway investments in connection with its operating of a retail client’s personal pension scheme or stakeholder pension scheme; and (2) is not otherwise within the scope of the rules or EU onshored regulations in PROD in relation to that manufacturing or distribution activity, then: PROD 4, PROD 1.4.4UK and PROD 1.4.10G, (a) ; and (b) PROD 1.4.4EU applies as a rule, apply with respect to that manufacturing or distribution activity. 1.4.3C G The effect of PROD 1.4.3BR is to apply PROD 4 to any firm, such as a SIPP operator, which: (1) manufactures or distributes pathway investments in connection with its operating of a retail client’s personal pension scheme or stakeholder pension scheme; and (2) before the entry into force of PROD 1.4.3BR, was not subject to the rules or EU onshored regulations in PROD. … 1.4.6 R … Effect and interpretation of PROD 1.4 and PROD 4 for certain manufacturers and distributors of pathway investments 1.4.6A R A firm to which PROD 1.4.3BR applies must:

FCA 2020/XX Page 5 of 11 (1) comply with provisions marked “EU UK” in PROD 1.4 and PROD 4 as if they were rules; and (2) read terms or phrases found in PROD 1.4 or PROD 4 as follows: (a) terms referred to in column (1) of the table below have the meaning indicated in the same row of column (2) of the table; (b) terms relating to insurance or insurance products have the meaning of the corresponding term relevant in the context of pathway investments; and (c) terms or phrases which are only relevant to firms manufacturing or distributing insurance products may be disregarded. This table belongs to PROD 1.4.6AR(2)(a). (1) (2) “Article 17(1) of Directive (EU) 2016/97” COBS 2.1.1R “Article 25(1) of Directive (EU) 2016/97” PROD 4.2.1R, 4.2.2R, 4.2.15R, 4.2.29R, 4.2.33R and 4.2.34R “competent authorities” FCA “ICOBS 2.5-1R and COBS 2.1.1R” COBS 2.1.1R “ICOBS” relevant conduct of business obligations “IDD manufacturer product governance requirements (PROD 4.2, equivalent requirements of another EEA State or directly applicable PROD 4.2 requirements of the IDD POG Regulation)” PROD 4.2 or equivalent requirements of another EEA State “insurance-based investment products” pathway investment “insurance distributor” distributor “insurance distribution activities” distribution activities “insurance intermediary and an insurance undertaking” firms “insurance product” pathway investment

FCA 2020/XX Page 6 of 11 “‘manufacturer’ and ‘manufacturers’ within the meaning of Article 2 of this Delegated Regulation” manufacturer “manufacturing” manufacturing “premiums” costs and charges “shall” must … 6 Product governance: additional provisions for pathway investments … 6.1 General … 6.1.1 R This chapter does not affect the application of other requirements in the FCA Handbook or EU onshored regulations applying to firms within the scope of this chapter. Firms within the scope of PROD 1.3 (Application of PROD 3), PROD 1.4 (Application of PROD 4), PROD 3 (Product governance: MiFID) and PROD 4 (Product governance: IDD) must continue to comply with those provisions.

FCA 2020/XX Page 7 of 11 Annex C Amendments to the Collective Investment Schemes sourcebook (COLL) In this Annex, underlining indicates new text and striking through indicates deleted text. 5 Investment and borrowing powers … 5.2 General investment powers and limits for UCITS schemes … OTC transactions in derivatives 5.2.23 R A transaction in an OTC derivative under COLL 5.2.20R(1)(b) or, for the purposes of (1) only, executed by or on behalf of a regulated money market fund, must be: (1) with an approved counterparty; a counterparty to a transaction in derivatives is approved only if the counterparty is: … (b) a person whose permission (including any requirements or limitations), as published in the Financial Services Register, or whose Home State authorisation, permits it to enter into the transaction as principal off-exchange; … … 5.2.23-A G The non-EEA jurisdictions that fall within COLL 5.2.23R(1)(e) are Australia, France, Germany, Hong Kong, Italy, Japan, the Netherlands, Singapore, Spain, Switzerland, and the United States of America. … TP 1 Transitional Provisions applying to COLL (1) (2) Material to which the transitional provision applies (3) (4) Transitional provision (5) Transition al provision: dates in force (6) Handbook provision: coming into force

FCA 2020/XX Page 8 of 11 … Amendments made by the Exiting the European Union: Handbook (Amendments) Instrument 2020 53 COLL 5.2.23R(1) R [For the purpose of the rule specified in column (2),] an approved counterparty includes: (a) a person who, as a result of its authorisation in an EEA State, can enter into the transaction as principal off￾exchange; (b) a CCP that is authorised in that capacity for the purpose of EU EMIR as it had effect immediately before IP completion day; and (c) a CCP that is recognised in that capacity in accordance with the process set out in article 25 of EU EMIR as it had effect immediately before IP completion day. [IP completion day to 31 December [2023]] [Date of coming into force of the instrument]

FCA 2020/XX Page 9 of 11 Annex D Amendments to the Perimeter Guidance Manual (PERG) In this Annex, underlining indicates new text and striking through indicates deleted text. 2 Authorisation and regulated activities … 2.7 Activities: A broad outline … Exemption relating to the purchase of land for non-residential purposes 2.7.19E G A credit agreement is an exempt agreement if, at the time it is entered into: … (2A) the credit agreement is not an MCD article 3(1)(b) credit agreement which is not one to which section 423A(3) of the Act applies, and which is secured on land less than 40% of which is intended to be used as or in connection with a dwelling. … Exemptions relating to the nature of the lender 2.7.19F G A credit agreement is an exempt agreement in the following cases: … (4) If the lender is an investment firm or a credit institution (other than a credit union or friendly society) and the agreement is entered into for the purpose of allowing the borrower to carry out a transaction relating to one or more financial instruments. 2.7.19F A G The exclusion referred to in PERG 2.7.19F G will may not be available to a firm that is an MCD firm (see PERG 4.10A (Activities regulated under the Mortgage Credit Directive)). … Exemptions relating to number of repayments to be made …

FCA 2020/XX Page 10 of 11 2.7.19G A G The exclusion referred to in PERG 2.7.19G G will may not be available to a firm that is an MCD firm (see PERG 4.10A (Activities regulated under the Mortgage Credit Directive)). … Exemptions relating to the total charge for credit 2.7.19I G A credit agreement is also an exempt agreement in the following cases: (1) if it is a borrower-lender agreement, the lender is a credit union and the rate of the total charge for credit (see CONC App 1) does not exceed 42.6 per cent provided that: (a) the agreement is not an MCD regulated mortgage contract or an article 3(1)(b) credit agreement; or (b) the agreement is an MCD regulated mortgage contract or an article 3(1)(b) credit agreement but: (i) the agreement is of a kind to which section 423A(3) of the Act applies the MCD does not apply by virtue of article 3(2) of the MCD (in other words, it is an agreement listed in (see PERG 4.10A.5G(1) to (6)); or … … (7) if the agreement is an MCD regulated mortgage contract or an article 3(1)(b) credit agreement, the agreement is only an exempt agreement if: … High net worth exemption 2.7.19J G A credit agreement is an exempt agreement if: (1) the borrower is an individual; (2) the agreement is either: (a) secured on land; or (b) for credit which exceeds £60,260 and, if entered into on or after 21 March 2016, is for a purpose other than the renovation of residential property.: (i) the renovation of residential property; or

FCA 2020/XX Page 11 of 11 (ii) to acquire or retain property rights in land or in an existing or projected building; … 2.7.19JA G The exclusion referred to in PERG 2.7.19J G will may not be available to a firm that is an MCD firm (see PERG 4.10A (Activities regulated under the Mortgage Credit Directive)). …

FCA 2020/XX EXITING THE EUROPEAN UNION: SMCR AND APR (AMENDMENTS) (No 2) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of the following powers and related provisions in the Financial Services and Markets Act 2000 (“the Act”): (1) section 59 (Approval for particular arrangements); (2) section 59AB(1) (Specifying functions as controlled functions: transitional provision); (3) section 60 (Applications for approval); (4) section 60A (Vetting candidates by authorised persons); (5) section 61 (Determination of applications); (6) section 62A (Changes to responsibilities of senior managers); (7) section 63ZA (Variation of senior manager’s approval at request of authorised person); (8) section 63ZD (Statement of policy relating to conditional approval and variation); (9) section 63C (Statement of policy); (10) section 63E (Certification of employees by authorised persons); (11) section 63F (Issuing of certificates); (12) section 64A (Rules of conduct); (13) section 64C (Requirements for authorised persons to notify regulator of disciplinary action); (14) section 69 (Statement of policy); (15) section 137A (The FCA’s general rules); (16) section 137T (General supplementary powers); (17) section 138D (Action for damages); (18) section 139A (Power of the FCA to give guidance); (19) section 395 (The FCA’s and PRA’s procedures); and (20) paragraph 23 of Schedule 1ZA (Fees). B. The rule-making powers listed above are specified for the purpose of section 138G(2) (Rule-making instruments) of the Act. Commencement C. This instrument comes into force on the IP completion day as defined in the European Union (Withdrawal Agreement) Act 2020 (“IP completion day”), except that paragraph E of this instrument comes into force [a few days after the instrument is made].

FCA 2020/XX Page 2 of 28 Amendments to the Handbook D. The modules of the FCA’s Handbook of rules and guidance listed in column (1) below are amended in accordance with the Annexes to this instrument listed in column (2) below: (1) (2) Senior Management Arrangements, Systems and Controls sourcebook (SYSC) Annex A Code of Conduct (COCON) Annex B Statements of Principle and Code of Practice for Approved Persons (APER) Annex C Fit and Proper test for Employees and Senior Personnel (FIT) Annex D Supervision manual (SUP) Annex E Revocation of the Exiting the European Union: SMCR and APR (Amendments) Instrument 2019 E. The Exiting the European Union: SMCR and APR (Amendments) Instrument 2019 (FCA 2019/30) is revoked. Citation F. This instrument may be cited as the Exiting the European Union: SMCR and APR (Amendments) (No 2) Instrument 2020. By order of the Board [date] 2020

FCA 2020/XX Page 3 of 28 Annex A Amendments to the Senior Management Arrangements, Systems and Controls sourcebook (SYSC) In this Annex, underlining indicates new text and striking through indicates deleted text. 4 General organisational requirements … 4.4 Apportionment of responsibilities … Allocating functions of apportionment and oversight 4.4.5 R A firm must appropriately allocate to one or more individuals, in accordance with the following table, the functions of: … … 1: Firm type 2: Allocation of both functions must be to the following individual, if any (see Note): 3: Allocation to one or more individuals selected from this column is compulsory if there is no allocation to an individual in column 2, but is otherwise optional and additional: … … … (2) An incoming EEA firm or incoming Treaty firm EEA SMCR firm (note: only the functions in SYSC 4.4.5R(2) must be allocated) … … … … … 4.4.6 G Frequently asked questions about allocation of functions in SYSC 4.4.5R

FCA 2020/XX Page 4 of 28 Question Answer … … … 12 How does the requirement to allocate the functions in SYSC 4.4.5R apply to an EEA SMCR firm other than a claims management firm? … (2) Such a firm is required to allocate the function of oversight in SYSC 4.4.5R(2). However, the systems and controls that must be overseen are those relating to matters which the FCA, as Host State regulator, is entitled to regulate (there is guidance on this in SUP 13A Annex 2). Those are primarily, but not exclusively, the systems and controls relating to the conduct of the firm's activities carried on from its UK branch. … (4) SYSC 4.4 does not apply to an EEA SMCR PTV firm which has provision only for cross border services if it does not have a branch in the United Kingdom. See also Questions Question 1 and 15. … … … 15 What about incoming electronic commerce activities carried on from an establishment in another EEA State with or for a person in the United Kingdom? [deleted] An incoming ECA provider acting as such is not an SMCR firm. … 22 Regulatory references 22.1 Application

FCA 2020/XX Page 5 of 28 … Territorial scope and overseas firms … 22.1.6 R For an incoming firm or any other overseas firm, SYSC 22.2.2R (Obligation to give references) only applies if the current or former employee in question (defined as “P” in SYSC 22.2.2R) is or was an employee of its branch in the United Kingdom and only relates to their activities as such. … 23 Senior managers and certification regime: Introduction and classification … 23 Annex 1 Definition of SMCR firm and different types of SMCR firms Part One: Flow diagram and other basic provisions … 1.3 R … 1.4 R (1) A Gibraltar-based firm (as defined in GEN 2.3 (General saving of the Handbook for Gibraltar)) is treated as an EEA PTV firm for the purposes of deciding whether it is an SMCR firm and into which category of SMCR firm it falls. In particular, if it is an SMCR firm, it is to be treated as an EEA SMCR firm. (2) (1) is without prejudice to the generality of GEN 2.3. … Part Three: Definition of exempt firm … 3.3 R An incoming EEA firm An EEA PTV firm that is an EEA a pure reinsurer is an exempt firm. 3.4 R An incoming ECA provider acting as such is an exempt firm. [deleted] 3.5 R A UCITS qualifier TP UCITS qualifier is an exempt firm (see section 266 of the Act (Disapplication of rules)). 3.6 R An AIFM qualifier A TP AIFM qualifier is an exempt firm. …

FCA 2020/XX Page 6 of 28 Part Four: Definition of banking sector … 4.4 R A firm is also in the banking sector for the purposes of the flow diagram in Part One of this Annex if it is a non-UK institution other than an incoming firm an EEA PTV firm that meets the following conditions: … 4.5 R An SMCR banking firm in SYSC 23 Annex 1 4.4R is a third-country an overseas SMCR banking firm. 4.6 R A firm is also in the banking sector for the purposes of the flow diagram in Part One of this Annex if it is an incoming EEA firm or incoming Treaty firm an EEA PTV firm that meets the following conditions: (1) it has a branch in the United Kingdom; (2) it is not an institution authorised under the Act to carry on the regulated activity of effecting contracts of insurance or carrying out contracts of insurance; and (3) it meets one of the following conditions: (a) it is a credit institution which has a permission under Part 4A, Schedule 3 or Schedule 4 of the Act that includes accepting deposits; or (b) it meets all the following conditions: (i) the institution is an investment firm; (ii) it has a permission under Part 4A, Schedule 3 or Schedule 4 of the Act that covers dealing in investments as principal; and (iii) when carried on by it, that activity is a PRA-regulated activity. … Part Six: Definition of limited scope SMCR firm … 6.3 R (1) A firm listed in the table in SYSC 23 Annex 1 6.4R is a limited scope SMCR firm if: (a) its principal purpose is to carry on activities other than regulated activities; and

FCA 2020/XX Page 7 of 28 (b) it is not a MiFID investment firm or an EEA MiFID investment firm that is an EEA PTV firm. … … 24 Senior managers and certification regime: Allocation of prescribed responsibilities … 24.3 Who prescribed responsibilities should be allocated to … Dividing and sharing management functions between different people … 24.3.10 G … (2) The firm should make the judgement: … (e) article 21 of the MiFID Org Regulation (General organisational requirements) or other similar relevant and directly applicable EU legislation onshored regulations. … … 24 Annex 1 Which FCA-prescribed senior management responsibilities apply to which kind of firm … Banking sector firms 2.1 R … (2) SMCR firms in (1) are divided into the following categories for the purposes in (1): … (c) a third-country an overseas SMCR banking firm. …

FCA 2020/XX Page 8 of 28 2.3 R Table: FCA-prescribed senior management responsibilities applying to banking sector firms Brief description of responsibility Reference letter of responsibility UK firm Small UK firm Third￾country Overseas firm … … … … … Note (1): the categories of firm in the column headings of this table are to be interpreted in accordance with the classification of firms in SYSC 24 Annex 1 2.1R. Therefore: … (c) column five (Third-country Overseas firm) refers to SYSC 24 Annex 1 2.1R(2)(c). … Insurance sector firms 3.1 R … (2) SMCR firms in (1) are divided into the following categories for the purposes in (1): … (b) a firm falling within paragraph (b) of the definition of Solvency II firm (third country branch undertaking that would require Part 4A permission as an insurance or reinsurance undertaking if its head office were situated in the United Kingdom); … … … 3.3 R Table: FCA-prescribed senior management responsibility applying to insurance sector firms Brief description of responsibility Reference letter of responsibility Solvency II firm Third country Overseas branches Other insurance sector ISPV … … … … … …

FCA 2020/XX Page 9 of 28 Note: The categories of firm in the column headings of this table are to be interpreted in accordance with the classification of firms in SYSC 24 Annex 1 3.1R. Therefore: … (2) Third country Overseas branches (column four) refers to SYSC 24 Annex 1 3.1R(2)(b); … Solo regulated firms … 4.2 R Table: FCA-prescribed senior management responsibility applying to solo regulated firms (1) Brief description of responsibility (2) Reference letter of responsibility (3) UK core firm (4) Third country Overseas core firm (5) Enhanced scope firm … Note: The categories of firm in the column headings of this table are to be interpreted in accordance with the classification of firms in SYSC 24 Annex 1 4.1R. Therefore: … (2) Third country Overseas core firm (column four) refers to SYSC 24 Annex 1 4.1R(2)(b); and … … 25 Senior managers and certification regime: Management responsibilities maps and handover procedures and material … 25.6 Management responsibilities maps: Material only relevant to EEA SMCR firms Application 25.6.1 R … Purpose

FCA 2020/XX Page 10 of 28 25.6.2 G (1) The management responsibilities map is an important support to the FCA’s functions as Host State competent authority. [deleted] (2) Having requirements and powers that apply directly to individuals helps to make the requirements on firms that the FCA is required or entitled to impose as Host State competent authority more effective. (3) As explained in SYSC 25.1.6G (Purpose), the management responsibilities map also helps the FCA to operate its powers and requirements for individuals. (4) By helping the FCA to better understand how the branch is structured, the management responsibilities map also helps the FCA to carry out more effective supervision of conduct of business, money laundering and other Host State responsibilities. 25.6.3 G This chapter is not intended to extend the application of the common platform requirements or other parts of SYSC to matters which are reserved by an EU instrument to the firm’s Home State regulator in relation to EEA SMCR firms. [deleted] … Leaving out information already supplied 25.6.5 R (1) An EEA SMCR firm may exclude from its management responsibilities map : (1) any information contained in its requisite details; that it has, before IP completion day, excluded under this section of the FCA Handbook in the form this section was in immediately before IP completion day. (2) any information contained in any notice of changes to its requisite details under the EEA Passport Rights Regulations; and [deleted] (3) An EEA SMCR firm may exclude from its management responsibilities map any other information that has been supplied by the firm to the FCA or the PRA (including through the firm’s Home State competent authority Home State competent authority) if: (a) that information was supplied to the FCA or the PRA as a Host State competent authority in carrying out their functions under the regulatory system in relation to firms; and (b) the Single Market Directives or any other EU legislation provides provided as at IP completion day for the supply of that kind of information to the FCA or the PRA as described in (a) a Host State competent authority. (4) For these purposes:

FCA 2020/XX Page 11 of 28 (a) Home State and Host State have the meaning that they did in the Glossary as it was in force immediately before IP completion day; and (b) competent authority means a competent authority in an EEA State for the purposes of a Single Market Directive. 25.6.6 G Information contained in SYSC 25.6.5R(1) and (2) covers: [deleted] (1) details about the branch contained in the notice given by the firm’s Home State competent authority as part of the process for establishing the branch in the United Kingdom; and (2) any updates to that information under the EEA Passport Rights Regulations. 25.6.7 G The management responsibilities map of an EEA SMCR firm may therefore consist of information: [deleted] (1) that has changed since its requisite details were supplied or were last changed; or (2) that is not covered in the firm’s Home State competent authority’s passport notification. … 25.9 Handover procedures and material Application 25.9.1 R This section applies to a firm that meets the following conditions: (1) it falls within SYSC 25.1.1R (Application and purpose); and (2) it falls within one of the following categories: (a) it is a UK SMCR firm; or (b) it is a third-country an overseas SMCR banking firm. 25.9.2 R For third-country overseas SMCR banking firms, references in this section to an SMF manager are references to the SMF manager when acting as an SMF manager for the firm’s branch in the United Kingdom. … 25 Annex 1G Examples of the business activities and functions of an SMCR firm

FCA 2020/XX Page 12 of 28 Business areas and management functions Explanation … … (10) Market making This has the same meaning as it does in MIFID (see the definition of market maker in article 4.1(7)) the Glossary definition of market maker. … … 26 Senior managers and certification regime: Overall and local responsibility 26.1 Application … Territorial scope … 26.1.7 R Table: Application of this chapter to a third-country an overseas SMCR firm … 26.6 Meaning of local and overall responsibility: General UK firms … 26.6.2 G (1) Certain EU legislation requires requirements of the regulatory system say that the governing body of a firm to certain firms should have ultimate responsibility for, and the prime and leading role in, managing the firm. (2) In particular this is the case under: (a) article 88 of the CRD (Governance arrangements) SYSC 4.3A.1R (Management body); and (b) article 9 of MiFID (management body); and [deleted] (c) article 40 of the Solvency II Directive (Responsibility of the administrative, management or supervisory body) rule 2.1 (General Governance Requirements) in the Part of the PRA Rulebook called Conditions Governing Business. … …

FCA 2020/XX Page 13 of 28 27 Senior managers and certification regime: Certification regime … 27.6 Other exclusions Single Market Directives 27.6.1 G Under section 63E(7) of the Act (to the extent that it continues in effect under the standstill direction), this chapter does not apply to an arrangement which allows an employee to perform a function if the question of whether the employee is fit and proper to perform the function is reserved under any of the Single Market Directives or the auction regulation certain European legislation to an authority in a country or territory outside the United Kingdom. The standstill direction means the standstill direction as defined in the direction made by the FCA under Part 7 of the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 that came into force on IP completion day and is titled “Main FCA Transitional Directions”. … 27.8 Definitions of the FCA certification functions … Functions requiring qualifications … 27.8.11 G … (2) SYSC 27.8.10R applies to an overseas SMCR firm irrespective of whether the function in TC App 1.1.1R (Activities and Products/Sectors to which TC applies) applies to incoming EEA firms EEA PTV firms or overseas firms for the purposes of TC. … … Material risk takers … 27.8.15 R Table: Definition of material risk taker Type of SMCR firm Employees included

FCA 2020/XX Page 14 of 28 (1) A UK An SMCR banking firm, including an EEA SMCR banking firm A third-country SMCR banking firm Each member of the dual-regulated firms Remuneration Code staff of the firm in column (1) of this row (1). This includes any person who meets any of the criteria set out in articles 3 to 5 of Commission Delegated Regulation (EU) No 604/2014 the Material Risk Takers Regulation (criteria to identify categories of staff whose professional activities have a material impact on an institution’s risk profile). (2) An EEA SMCR banking firm For these purposes, sub￾paragraphs (i) and (ii) in SYSC 19D.1.1R(1)(d) (application of the dual-regulated firms Remuneration Code) do not apply. [deleted] In relation to a firm in column (1) of this row (2), the definition of dual-regulated firms Remuneration Code staff is extended so that it includes employees of this kind of firm in the same way as it includes employees of a third-country SMCR banking firm. … … (4) A firm falling within SYSC 19A.1 (application provisions for the remuneration code for IFPRU investment firms), including an EEA SMCR firm … (5) A firm that would fall within SYSC 19A.1 if it applied to an incoming EEA firm For these purposes sub￾paragraphs (i) and (ii) in SYSC 19A.1.1R(1)(d) (application of the Remuneration Code) do not apply. [deleted] In relation to a firm in column (1), the definition of Remuneration Code staff is extended so that it includes employees of this kind of firm in the same way as it includes employees of an overseas firm in row (4) of this table. … … (7) An above-threshold non-EEA non-UK AIFM or an incoming EEA AIFM … (8) A firm falling within SYSC 19C.1 (application provisions for remuneration code for BIPRU firms), including an EEA SMCR firm …

FCA 2020/XX Page 15 of 28 (9) A firm that would fall within SYSC 19C.1 if it applied to an incoming EEA firm or an incoming Treaty firm [deleted] In relation to a firm in column (1), the definition of BIPRU Remuneration Code staff is extended so that it includes employees of this kind of firm in the same way as it includes employees of a third country BIPRU firm in column (1) of row (8) of this table. … … (11) An EEA UCITS management company [deleted] In relation to a firm in column (1), the definition of UCITS Remuneration Code staff is extended so that it includes employees of this kind of firm in the same way as it includes employees of firms in row (10) of this table. Note: The definition of the persons included in column (2) applies in relation to an EEA SMCR firm in one of the rows of column (1) in the same way as it does to other overseas SMCR firms in that row. The definitions of dual-regulated firms Remuneration Code staff, Remuneration Code staff, AIFM Remuneration Code staff and BIPRU Remuneration Code staff apply accordingly. …

FCA 2020/XX Page 16 of 28 Annex B Amendments to the Code of Conduct sourcebook (COCON) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 Application and purpose 1.1 Application … Where does it apply? … 1.1.12 R A person will not be subject to COCON to the extent that it this would be contrary to the UK’s obligations under a Single Market Directive, the auction regulation or the benchmarks regulation requirements of an EU measure passed or made before IP completion day, to the extent that those requirements continue to have effect after IP completion day under the EUWA. …

FCA 2020/XX Page 17 of 28 Annex C Amendments to the Statements of Principle and Code of Practice for Approved Persons (APER) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 Application and purpose 1.1A Application … What? … 1.1A.4 G The relevance of MiFID to the Statements of Principle will depend on the extent to which the corresponding requirement imposed on firms under MiFID is reserved to a Home State regulator or has been disapplied under MiFID (see APER 2.1A.2R and FIT 1.2.4AG. See also COBS 1 Annex 1, Part 2, 1.1R (EEA territorial scope rule: compatibility with European law)). [deleted] Where? 1.1A.5 G The territorial scope of the approved persons regime and its application to incoming EEA firms is set out in SUP 10A.1. … 2 The Statements of Principle for Approved Persons 2.1A The Statements of Principle … 2.1A.2 R An approved person will not be subject to a Statement of Principle to the extent that it this would be contrary to the UK’s obligations under a Single Market Directive, the auction regulation or the benchmarks regulation requirements of an EU measure passed or made before IP completion day, to the extent that those requirements continue to have effect after IP completion day under the EUWA. …

FCA 2020/XX Page 18 of 28 Annex D Amendments to the Fit and Proper test for Employees and Senior Personnel sourcebook (FIT) In this Annex, underlining indicates new text and striking through indicates deleted text. 1 General 1.1 Application and purpose 1.1.1 G FIT applies to: … (3) an EEA firm or a Treaty firm that wishes to establish a branch into the United Kingdom using EEA rights or Treaty rights or apply for a top-up permission if the firm will be an SMCR firm; [deleted] … 1.1.2 G The purpose of FIT is to set out and describe the criteria that: (1) an SMCR firm should consider when: … (e) (in the case an FCA-authorised person that is not a limited scope SMCR firm) assessing the fitness of a non-SMF board director subject to competence requirements under the competent employees rule, any directly applicable EU legislation onshored regulation or any other requirement of the regulatory system. … … 1.2 Introduction … 1.2.4A G (1) Under Article 21(1)(d) of the MiFID Org Regulation and articles 34 and 35 of MiFID, the requirement to employ personnel with the knowledge, skills and expertise necessary for the discharge of the responsibilities allocated to them is reserved to the firm’s Home State. Therefore, in assessing the fitness and propriety of: [deleted] (a) a person to perform a controlled function; or

FCA 2020/XX Page 19 of 28 (b) a certification employee; solely in relation to the MiFID business of an incoming EEA firm, the FCA will not have regard to that person’s competence and capability. (2) Where the function relates to: (a) matters outside the scope of MiFID; or (b) business outside the scope of the MiFID business of an incoming EEA firm, for example insurance distribution activities in relation to life policies; or (c) matters within the responsibility of the FCA as the Host State regulator, for example money laundering responsibilities (see the money laundering reporting function (SMF17)) or (3) below; the FCA will have regard to a person’s competence and capability as well as their honesty, integrity, reputation and financial soundness. (3) The FCA will have regard to a natural person’s competence and capability to the extent they give a personal recommendation or information about financial instruments, structured deposits, investment services or ancillary services on behalf of a UK branch of: (a) an investment firm authorised under MiFID; (b) an AIFM investment firm carrying out activities under article 6(4) of the AIFMD (provision of additional services); (c) a UCITS investment firm carrying out activities under article 6(3) of the UCITS Directive (provision of additional services); or (d) a credit institution. (4) (3) is the result of the combined effect of articles 25(1) (Assessment of suitability and appropriateness and reporting to clients) and 35(8) (Establishment of a branch) of MiFID. (5) (1) to (4) are also relevant to the matters an EEA SMCR firm should take into account when assessing any staff being assessed under FIT. Where, under (1) to (4): (a) the FCA will have regard to a person’s competence and capability, so should a firm when assessing any staff being assessed under FIT; and

FCA 2020/XX Page 20 of 28 (b) the FCA will not have regard to a person’s competence and capability, a firm need not do so either when assessing any staff being assessed under FIT. … 1.2.4C G Under article 10(1) and (2) of the IDD appropriate knowledge and ability is reserved to the firm’s Home State (see SUP 13A Annex 2G). [deleted] 1.2.5 G For as long as the standstill direction referred to in SYSC 27.6.1G, SUP 10A.1.7R and SUP 10C.1.4R is in force, the guidance in FIT 1.2.4AG and FIT 1.2.4CG in the version of the FCA Handbook that was in force immediately before IP completion day is still relevant. …

FCA 2020/XX Page 21 of 28 Annex E Amendments to the Supervision manual (SUP) In this Annex, underlining indicates new text and striking through indicates deleted text. 10A FCA Approved Persons in Appointed Representatives 10A.1 Application … Incoming EEA firms and incoming Treaty firms 10A.1.7 R This chapter does not apply in relation to the appointed representative of: an EEA SMCR firm (1) an incoming EEA firm; or (2) an incoming Treaty firm; if and in so far as the question of whether a person is fit and proper to perform a particular function in relation to that firm is reserved, under any of the Single Market Directives, the Treaty, the auction regulation or the benchmarks regulation, to an authority in a country or territory outside the United Kingdom as contemplated by section 59(8) of the Act. This rule has effect to the extent that, and for as long as, section 59(8) of the Act remains in effect under the standstill direction as defined in the direction made by the FCA under Part 7 of the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 that came into force on IP completion day and is titled “Main FCA Transitional Directions”. 10A.1.8 G SUP 10A.1.7R reflects the provisions of section 59(8) of the Act and, in relation to an incoming Treaty firm, the Treaty. It preserves the principle of Home State prudential regulation. In relation to an incoming EEA firm exercising an EEA right, or an incoming Treaty firm exercising a Treaty right, the effect is to reserve to the Home State regulator the assessment of the fitness and propriety of a person performing a function in the exercise of that right. [deleted] … 10A.1.33 G … Gibraltar firms 10A.1.34 R (1) A firm that is a Gibraltar-based firm (as defined in GEN 2.3 (General saving of the Handbook for Gibraltar)) is treated as an EEA firm for the purposes of this chapter.

FCA 2020/XX Page 22 of 28 (2) (1) is without prejudice to the generality of GEN 2.3. … … 10C FCA senior managers regime for approved persons in SMCR firms 10C.1 Application … EEA firms: general application 10C.1.4 R This chapter does not apply to an SMCR firm if and in so far as the question of whether a person is fit and proper to perform a particular function in relation to that firm is reserved to an authority in a country or territory outside the United Kingdom under: as contemplated by section 59(8) of the Act. This rule has effect to the extent that, and for as long as, section 59(8) of the Act remains in effect under the standstill direction as defined in the direction made by the FCA under Part 7 of the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 that came into force on IP completion day and is titled “Main FCA Transitional Directions”. (1) the Single Market Directives; (2) the Treaty; (3) the auction regulation; (4) the benchmarks regulation. 10C.1.5 G (1) SUP 10C.1.4R reflects the provisions of section 59(8) of the Act and, where relevant, the Treaty. [deleted] (2) It preserves the principle of Home State prudential regulation. (3) For an EEA SMCR firm, the effect is to reserve to the Home State regulator the assessment of fitness and propriety of a person performing a function in the exercise of an EEA right. A member of the governing body, or the notified UK branch manager, of an EEA SMCR firm, acting in that capacity, will not, therefore, have to be approved by the FCA under the Act. (3A) For example, persons in Solvency II firms which are incoming EEA firms are not expected to be carrying out FCA functions to the extent that the person will be regarded as effectively running the firm or responsible for a Solvency II Directive ‘key function’.

FCA 2020/XX Page 23 of 28 (4) Aside from (1) to (3A) an EEA SMCR firm should have: (a) considered the impact of the Host State rules with which it is required to comply when carrying on a passported activity or a Treaty activity through a branch in the United Kingdom; (b) been notified of those provisions under Part II of Schedule 3 to the Act in the course of satisfying the conditions for authorisation in the United Kingdom; and (c) considered, for example, the position of a branch manager based in the United Kingdom who may also be performing a function in relation to the carrying on of a regulated activity not covered by the EEA right of the firm. In so far as the function is within the description of an FCA controlled function, the firm will need to seek approval for that person to perform that FCA controlled function. … 10C.8A EEA branch senior manager function (SMF21) … 10C.8A.2 R … (4) Paragraph (2)(d) only applies in relation to the activities regulated activities of a firm for which it has a top-up permission that are not passported activities as defined in (5) and (6). (5) For the purposes of this rule, “passported activities” of an EEA SMCR firm means regulated activities that meet the following conditions: (a) they are included in the permission of the EEA SMCR firm under the EEA Passport Rights (Amendment, etc., and Transitional Provisions) (EU Exit) Regulations 2018; and (b) the firm was entitled to carry them on in the United Kingdom immediately before IP completion day by virtue of section 31(1)(b) or (c) of the Act as it was in force immediately before IP completion day. (6) For the purposes of this rule, “passported activities” of an EEA SMCR firm also mean regulated activities that were subject to an EEA right applicable to the category of firm into which the EEA SMCR firm falls. For these purposes EEA right has the

FCA 2020/XX Page 24 of 28 meaning that it did in Schedule 3 of the Act as it was in force immediately before IP completion day. … 10C.10 Application for approval and withdrawing an application for approval … How to apply for approval … 10C.10.9A G (1) The MiFID authorisation and management body change notification ITS requires that MiFID investment firms (except credit institutions) submit the Annex III information on the ESMA a specified template (which is based on one prepared by ESMA and which is available at https://www.fca.org.uk/publication/forms/mifid-changes￾management-body-form.doc (‘Annex III template’)) where there is a change to a member of the management body or a person who effectively directs the business. … 10C.10.9AA G (1) The MiFID authorisation and management body change notification ITS requires that a person applying to be a MiFID investment firm (except a credit institution) should notify the appropriate regulator of information about members of its management body by filling in the template set out in Annex II of the appropriate part of the MiFID authorisation and management body change notification ITS. … 10C.10.9B D Where: (1) there is a change to a member of the management body or person who directs the business of a MiFID investment firm (except a credit institution) that the firm must notify to the appropriate regulator under Annex III of the appropriate part of the MiFID authorisation and management body change notification ITS; and … … 10C.14 Changes to an FCA-approved person’s details …

FCA 2020/XX Page 25 of 28 Ceasing to perform an FCA-designated senior management function … 10C.14.6A G (1) The MiFID authorisation and management body change notification ITS requires that a MiFID investment firm (except a credit institution) submit the information in Annex III of the appropriate part of the MiFID authorisation and management body change notification ITS on the ESMA Annex III template referred to in SUP 10C.10.9AG where there is a change to a member of the management body or a person who effectively directs the business. … … 10C Annex 1 What functions apply to what type of firm … … Part Three: Functions applying to banking sector firms 3.1 R … (2) SMCR firms in (1) are divided into the following categories for the purposes in (1): … (c) a third-country an overseas SMCR banking firm. 3.2 R Table: Controlled functions applying to banking firms (1) Brief description of function (2) Function number (3) UK firm (4) EEA firm (5) Third￾country Overseas firm … Note: The categories of firm in the column headings of this table are to be interpreted in accordance with the classification of firms in SUP 10C Annex 1 3.1R. Therefore: … (3) column five (Third-country Overseas firm) refers to SUP 10C Annex 1 3.1R(2)(c).

FCA 2020/XX Page 26 of 28 Part Four: Functions applying to insurance sector firms 4.1 R … (2) SMCR firms in (1) are divided into the following categories for the purposes in (1): (a) a Solvency II firm not within any other paragraph of this rule; (b) a Solvency II firm within paragraph (c) of the Glossary definition of Solvency II firm (EEA branch) that is an EEA SMCR firm; (c) a Solvency II firm that: (i) is within paragraph (b) of the Glossary definition of Solvency II firm (third country branch undertaking that would require Part 4A permission as an insurance or reinsurance undertaking if its head office were situated in the United Kingdom); and (ii) does not fall within SUP 10C Annex 1 4.1R(2)(b); … … … 4.3 R Table: Controlled functions applying to insurance sector firms (1) Brief description of function (2) Function number (3) Solvency II and large NDF (4) EEA branche s (5) Third country Overseas branches (6) Small NDF and other (7) ISPV … Note 1: The categories of firm in the column headings of this table are to be interpreted in accordance with the classification of firms at SUP 10C Annex 1 4.1R. Therefore: … (c) column five (Third country Overseas branches) refers to SUP 10C Annex 1 4.1R(2)(c); …

FCA 2020/XX Page 27 of 28 … 15 Notifications to the FCA … 15.16 Notification of changes in the management body … Purpose 15.16.2 G The purpose of this section is: (1) to set out material related to the requirement in Part 1 (FCA) of the MiFID authorisation and management body change notification ITS for a MIFID investment firm to notify the FCA of changes to its management body; … 15.16.3 G Article 5 of Part 1 (FCA) of the MiFID authorisation and management body change notification ITS says that a MIFID investment firm should: (1) … (2) make the notification using the template in Part 1 of Annex III of the MiFID authorisation and management body change notification ITS. Supplemental requirement for MIFID investment firms 15.16.4 R Where: (1) a person becomes a member of the management body of a MiFID investment firm; and (2) the firm must notify that change to the FCA under Part 1 (FCA) of Annex III of the MiFID authorisation and management body change notification ITS; … Requirement for MIFID optional exemption firms 15.16.5 R A MiFID optional exemption firm must (subject to SUP 15.16.6R) comply with article 5 of Part 1 (FCA) of the MiFID authorisation and management body change notification ITS and SUP 15.16.4R as if it were a MIFID investment firm. … Method of submission

FCA 2020/XX Page 28 of 28 15.16.8 R (1) A firm must make a notification: (a) under SUP 15.16.4R or SUP 15.16.5R; or (b) of a change in its management body under the template in Part 1 (FCA) of Annex III of the MiFID authorisation and management body change notification ITS; by submitting the notification online at fca.org.uk using the FCA’s and PRA’s online notification and application system. … … TP 6 Financial Services (Banking Reform) Act 2013: Approved persons Note to the reader 6.1.1-2 G (1) SUP TP 6 has not been amended to reflect changes in the FCA Handbook and Glossary since the beginning of 2018 (except for some small changes to SUP TP 6.1.1-1G made in 2020). This is because it is made up of transitional provisions that mostly expired before then. … 6.1.1-1 G Table: Meaning of superseded Glossary terms Term in SYSC TP 5 Term that has replaced it EEA relevant authorised person EEA SMCR banking firm non-UK relevant authorised person an EEA SMCR banking firm or a third￾country SMCR banking firm an overseas SMCR banking firm … … third-country relevant authorised person third-country overseas SMCR banking firm but not an EEA SMCR banking firm … … …

FCA 2020/XX FEES (CREDIT RATING AGENCIES, TRADE REPOSITORIES AND SECURITISATION REPOSITORIES) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“the FCA”) makes this instrument in the exercise of: (1) the following powers and related provisions in or under the Financial Services and Markets Act 2000 (“the Act”): (a) section 137A (General rule-making power); (b) section 137T (General supplementary powers); (c) section 139A (Power of the FCA to give guidance); (d) paragraph 23 (Fees) in Part 3 (Penalties and Fees) of Schedule 1ZA (The Financial Conduct Authority); (2) regulations 206 and 208 of the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019; and (3) regulation 7(2)(b) of the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018. B. The rule-making powers listed above are specified for the purpose of section 138G (Rule-making instruments) of the Act. Commencement C. (1) Subject to (2), Annex B to this instrument comes into force on IP completion day as defined in section 39 of the European Union (Withdrawal Agreement) Act 2020. (2) Annex A, Part 1 of Annex B and the revocations in section D come into force on the day after the day this instrument is made. Revocations D. The Fees (Credit Rating Agencies, Trade Repositories and Securitisation Repositories) Instrument 2019 is revoked insofar as it amends FEES 3.2.5G and 3.2.7R (and, accordingly, those amendments will not take effect on IP completion day). [Note: The Fees (Credit Rating Agencies, Trade Repositories and Securitisation Repositories) Instrument 2019 (FCA 2019/21) was, when made, expressed to come into force on exit day as defined in the European Union (Withdrawal) Act 2018. The effect of paragraph 1 of Schedule 5 to the European Union (Withdrawal Agreement) Act 2020 is that that instrument will now come into force on IP completion day.] Amendments to the Handbook

Page 2 of 8 E. The modules of the FCA’s Handbook of rules and guidance listed in column (1) below are amended in accordance with the Annexes to this instrument listed in column (2). (1) (2) Glossary of definitions Annex A The Fees manual (FEES) Annex B Citation F. This instrument may be cited as the Fees (Credit Rating Agencies, Trade Repositories and Securitisation Repositories) Instrument 2020. By order of the Board [date]

Page 3 of 8 Annex A Amendments to the Glossary of definitions This Annex has effect from the day after the day on which this instrument is made until IP completion day. Insert the following new definitions in the appropriate alphabetical position, and remove them immediately before IP completion day. The text is not underlined. securitisation repository (in FEES) a legal person that centrally collects and maintains the records of securitisations. trade repository (in FEES) a legal person that centrally collects and maintains the records of derivatives or securities financing transactions. UK SFTR the UK version of Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012.

Page 4 of 8 Annex B Amendments to the Fees manual (FEES) In this Annex, underlining indicates new text and striking through indicates deleted text. Part 1: Comes into force on the day after the day this instrument is made 3 Application, Notification and Vetting Fees … 3.2 Obligation to pay fees … 3.2.7 R Table of application, notification, vetting and other fees payable to the FCA Part 1: Application, notification and vetting fees (1) Fee payer (2) Fee payable (£) Due date … … … (zzf) UK-based applicants for registration as a trade repository; a securitisation repository, or a third country applicant seeking recognition as a trade repository. 5,000 Applicants for registration as a trade repository who already hold registration as a securitisation repository, or vice versa, will receive a 50% discount on the relevant application fee. Applicants for registration as a trade repository to carry on activity for the purposes of UK SFTR who already hold registration as a trade repository under EMIR or vice versa, will receive a 50% discount on the relevant application fee. On or before the date the application is made or [date], whichever is later.

Page 5 of 8 Part 2: Comes into force on IP completion day as defined in section 39 of the European Union (Withdrawal Agreement) Act 2020 3 Application, Notification and Vetting Fees … 3.2 Obligation to pay fees … 3.2.5 G (1) (a) The appropriate authorisation or registration fee is an integral part of an application for, or an application for a variation of, a Part 4A permission, authorisation, registration or variation under the Payment Services Regulations or the Electronic Money Regulations, registration under article 8(1) of the MCD Order, authorisation under regulation 7 of the DRS Regulations or verification under regulation 8 of the DRS Regulations, or notification or registration under the AIFMD UK regulation, registration or certification under the CRA Regulation, registration or recognition under EMIR or the Securities Financing Transactions Regulation, or registration under the Securitisation Regulation. … … … 3.2.7 R Table of application, notification, vetting and other fees payable to the FCA Part 1: Application, notification and vetting fees (1) Fee payer (2) Fee payable (£) Due date … … … (zzf) UK-based applicants for registration as a trade repository; a securitisation repository, or a third 5,000 Applicants for registration as a trade repository who already hold registration as a securitisation repository, or vice versa, On or before the date the application is made or [date], whichever is later.

Page 6 of 8 country applicant seeking recognition as a trade repository. will receive a 50% discount on the relevant application fee. Applicants for registration as a trade repository to carry on activity for the purposes of UK SFTR who already hold registration as a trade repository under EMIR or vice versa, will receive a 50% discount on the relevant application fee. (zzg) UK-based applicants for registration as a credit rating agency or a third country applicant seeking certification as a credit rating agency. The fee set out in FEES 3 Annex 13R. On or before the date the application is made. … 4 Periodic fees … 4 Annex 16R Periodic fees for credit rating agencies, trade repositories and securitisation repositories in relation to the period from exit day to 31 March 2020 This Annex sets out the periodic fees in respect of credit rating agencies, trade repositories and securitisation repositories. Part 1 – Method for calculating the fee for fee-paying payment service providers The periodic fee is calculated by identifying the relevant activity group under Part 2 and multiplying the tariff base identified in Part 3 of FEES 4 Annex 16R by the appropriate rates in the table at Part 5 4. Part 2 – Activity groups Activity group Fee payer falls into this group if:

Page 7 of 8 J.1 it is a credit rating agency or certified credit rating agency; or J.2 it is a trade repository or recognised trade repository; or J.3 it is a securitisation repository. Part 3 This table indicates the tariff base for each fee-block. The tariff base is the means by which the FCA measures the amount of business conducted by a firm. J.1 Credit rating agencies APPLICABLE TURNOVER This is revenue generated from the credit rating agency’s agency’s activities and ancillary services. J.2 Trade repositories APPLICABLE TURNOVER This is the sum of revenues generated from: (a) the core functions of centrally collecting and maintaining records of derivatives and securities financing transactions; and (b) ancillary services that are directly related to centrally collecting and maintaining records of derivatives and securities financing transactions. Ancillary services include: (i) direct provision by the trade repository; (ii) indirect provision by a company within the trade repository’s group; and (iii) where an entity with which the trade repository has concluded an agreement in the context of the trading or post-trading chain or business line to cooperate in the provision of services provides the ancillary services. Where a trade repository’s accounts do not distinguish revenue from ancillary services under different activities, it should determine the share each activity represents of the turnover from providing core services and apply that to the composite ancillary revenue figure.

Page 8 of 8 … … Part 5 4 – Tariff rates Fee block Activity group Fee payable in relation to the fee year 2019/2020 2021/2022 J.1 Registered credit rating agencies and third country certified credit rating agencies with applicable turnover of £8,969m or less Exempt Registered credit rating agencies with turnover above £8,969m £[tbc] per £1k or part-£1k (applies to all turnover) Certified credit rating agencies with turnover above £8,969m £5,381 J.2 Registered trade repositories £[tbc] per £1k or part-£1k, subject to a minimum payment of £26,907 Recognised trade repositories £4,484 J.3 Registered securitisation repositories £[tbc] per £1k or part-£1k subject to a minimum payment of £26,907 …

FCA 2020/XX TECHNICAL STANDARDS (SPECIFYING THE INFORMATION AND THE DETAILS OF A SECURITISATION TO BE MADE AVAILABLE BY THE ORIGINATOR, SPONSOR AND SSPE) (EU EXIT) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“the FCA”), being an appropriate regulator within the meaning of the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018 (“the Regulations”), with the approval of the Treasury, makes this instrument in exercise of the powers conferred by regulation 3 of the Regulations. Pre-conditions to making B. The FCA and the Prudential Regulation Authority are the appropriate regulators for the EU Regulations specified in Part 4 of the Schedule to the Regulations. C. The FCA has consulted the Prudential Regulation Authority and the Bank of England as appropriate in accordance with regulation 5 of the Regulations. D. In accordance with regulation 3(2)(b) of the Regulations, the Prudential Regulation Authority has given consent to the modifications in Annexes A and B of this instrument. E. A draft of this instrument has been approved by the Treasury, the Minister considering that it makes appropriate provision to prevent, remedy or mitigate any failure of retained EU law to operate effectively, or any other deficiency in retained EU law, arising from the withdrawal of the United Kingdom from the European Union. Interpretation F. Any reference in this instrument to any EU Regulation or EU tertiary legislation (within the meaning of section 20 of the European Union (Withdrawal) Act 2018) is, unless the contrary intention appears, to be treated as a reference to that EU regulation or EU tertiary legislation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Modifications G. The following EU Regulations are amended in accordance with the Annexes A and B to this instrument. (1) (2) Commission Delegated Regulation (EU) [2020]/[xxx] of [xxx] supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards specifying the information and the details of a securitisation to be made available by the originator, sponsor and SSPE Annex A Commission Implementing Regulation (EU) [2020]/[xxx] of [xxx] laying down implementing technical standards with regard to the format and Annex B

FCA 2020/XX Page 2 of 59 standardised templates for making available the information and details of a securitisation by the originator, sponsor and SSPE Commencement E. This instrument comes into force on IP completion day as defined in the European Union (Withdrawal Agreement) Act 2020. Citation F. This instrument may be cited as the Technical Standards (Specifying the Information and Details of a Securitisation to be Made Available by the Originator, Sponsor and SSPE) (EU Exit) Instrument 2020. By order of the Board [date]

FCA 2020/XX Page 3 of 59 In this instrument, underlining indicates new text and striking through indicates deleted text. Annex A COMMISSION DELEGATED REGULATION (EU) …/… of 16.10.2019 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards specifying the information and the details of a securitisation to be made available by the originator, sponsor and SSPE (Text with EEA relevance) … Article 1 Definitions For the purposes of this Regulation, the following definitions shall apply: … (7) ‘IP completion day’ has the meaning given in section 39 of the European Union (Withdrawal Agreement) Act 2020; (8) ‘UK-adopted IFRS’ means UK-adopted international accounting standards; and (9) ‘UK-adopted international accounting standards’ means (in accordance with section 474(1) of the Companies Act 2006) the international accounting standards which are adopted for use within the United Kingdom by virtue of Chapter 2 or 3 of Part 2 of the International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019. SECTION 1: INFORMATION TO BE MADE AVAILABLE FOR ALL SECURITISATIONS Article 2 Information on underlying exposures … (3) The reporting entity for a non-performing exposure securitisation shall make available the information specified in: (a) the Annexes referred to in points (a) to (h) of paragraph 1, as relevant to the underlying exposure type; (b) Annex X.

FCA 2020/XX Page 4 of 59 For the purposes of this paragraph, a ‘non-performing exposure securitisation’ shall be considered to be a non-ABCP securitisation the majority of whose active underlying exposures, measured in terms of outstanding principal balance as at the data cut-off date, are one of the following: (a) non-performing exposures as referred to in paragraphs 213 to 239 of Annex V, Part 2, to Commission Implementing Regulation (EU) 680/20141 ; (b) credit-impaired financial assets as defined in Appendix A to International Financial Reporting Standard 9 in Commission Regulation (EC) No 1126/20082 or financial assets accounted for as credit impaired under national rules applying the Generally Accepted Accounting Principles (GAAP) based on Council Directive 86/635/EEC3 . (i) credit impaired financial assets as defined in Appendix A to International Financial Reporting Standard 9 in Commission Regulation (EC) No 1126/2008; (ii) credit impaired financial assets as defined in Appendix A to International Financial Reporting Standard 9 as contained in UK-adopted IFRS; (iii) financial assets accounted for as credit impaired under national rules applying the Generally Accepted Accounting Principles (GAAP) based on Council Directive 86/635/EEC; or (iv) financial assets accounted for as credit-impaired under UK generally accepted accounting principles. … SECTION 3: COMMON PROVISIONS Article 9 Information completeness and consistency … (3) Where permitted in the corresponding Annex, the reporting entity may report one of the following ‘No Data Option’ (‘ND’) values corresponding to the reason justifying the unavailability of the information to be made available: (a) value ‘ND1’, where the required information has not been collected because it was not required by the lending or underwriting criteria at the time of origination of the underlying exposure; (b) value ‘ND2’, where the required information has been collected at the time of origination of the underlying exposure but is not loaded into the reporting system of the reporting entity at the data cut-off date;

1 Commission Implementing Regulation (EU) No 680/2014 of 16 April 2014 laying down implementing technical standards with regard to supervisory reporting of institutions according to Regulation (EU) No 575/2013 of the European Parliament and of the Council (OJ L 191, 28.6.2014, p. 1). 2 Commission Regulation (EC) No 1126/2008 of 3 November 2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council (OJ L 320 29.11.2008, p. 1). 3 Council Directive 86/635/EEC of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions (OJ L 372, 31.12.1986, p. 1).

FCA 2020/XX Page 5 of 59 (c) value ‘ND3’, where the required information has been collected at the time of origination of the underlying exposure but is loaded into a separate system from the reporting system of the reporting entity at the data cut-off date; (d) value ‘ND4-YYYY-MM-DD’, where the required information has been collected but it will only be possible to make it available at a date taking place after the data cut-off date. ‘YYYY-MM-DD’ shall respectively refer to the numerical year, month, and day corresponding to the future date at which the required information will be made available; (e) value ‘ND5’, where the required information is not applicable to the item being reported. For the purposes of this paragraph, the report of any ND values shall not be used to circumvent the requirements in this Regulation. Upon request by competent authorities the FCA, PRA or the Pensions Regulator, the reporting entity shall provide details of the circumstances that justify the use of those ND values. … Article 12 Classifications reporting (1) The information relating to the European System of Accounts (ESA) 2010 classification referred to in Regulation (EU) 549/2013 of the European Parliament and of the Council4 shall be made available using the codes set out in Table 1 of Annex I. … Article 13 Entry into force … This Regulation shall be binding in its entirety and directly applicable in all Member States. …

4 Regulation (EU) No 549/2013 of the European Parliament and of the Council of 21 May 2013 on the European system of national and regional accounts in the European Union (OJ L 174, 26.6.2013, p. 1).

FCA 2020/XX Page 6 of 59 ANNEX I Table 1: European System of Accounts Secure Codes Sectors Sub-sectors ESA SA Code …

FCA 2020/XX Page 7 of 59 Table 3: Item types and codes Item type Article(s) of Regulation (EU) 2017/2402 Item code … A significant event, such as: (i) a material breach of the obligations provided for in the documents made available in accordance with Article 7(1)(b) of Regulation (EU) 2017/2402, including any remedy, waiver or consent subsequently provided in relation to such a breach; (ii) a change in the structural features that can materially impact the performance of the securitisation; (iii) a change in the risk characteristics of the securitisation or of the underlying exposures that can materially impact the performance of the securitisation; (iv) in the case of STS securitisations, where the securitisation ceases to meet the STS requirements or where competent authorities have the competent authority has taken remedial or administrative actions; (v) any material amendment to transaction documents. 7(1)(g) 12

FCA 2020/XX Page 8 of 59 ANNEX II: UNDERLYING EXPOSURES INFORMATION - RESIDENTIAL REAL ESTATE (RRE) FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? Underlying exposures information section … RREL11 Geographic Region - Obligor The geographic region (NUTS3 classification) where the obligor is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in RREL12 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES NO RREL12 Geographic Region Classification Enter the year of the NUTS3 classification used for the Geographic Region fields, e.g. 2013 for NUTS3 2013. 2016 should be entered for new exposures acquired after IP completion day. All geographic region fields must use the same classification consistently for each underlying exposure and across all underlying exposures in the data submission. For example, reporting using NUTS3 2006 for some geographic fields relating to a given underlying exposure and reporting using NUTS3 2013 for other fields relating to the same exposure is not allowed. In the same way, reporting geographic region fields using NUTS3 2006 for some underlying exposures and reporting geographic region fields using NUTS3 2013 for other underlying exposures in the same data submission is not allowed. YES NO …

FCA 2020/XX Page 9 of 59 FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? RREL44 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) NO YES

FCA 2020/XX Page 10 of 59 European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) … RREL51 Interest Revision Date 1 Date interest rate next changes (e.g. discount margin changes, fixed period ends, underlying exposure re-fixed etc. this is not the next LIBOR/EURIBOR/index reset date of the relevant reference rate/index). YES YES … RREL53 Interest Revision Date 2 Date of 2nd interest rate change (e.g. discount margin changes, fixed period ends, underlying exposure re-fixed etc. this is not the next LIBOR/EURIBOR/index reset date of the relevant reference rate/index). YES YES … RREL55 Interest Revision Date 3 Date of 3rd interest rate change (e.g. discount margin changes, fixed period ends, underlying exposure re-fixed etc. this is not the next LIBOR/EURIBOR/index reset date of the relevant reference rate/index). YES YES

FCA 2020/XX Page 11 of 59 FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? RREL56 Revised Interest Rate Index Next interest rate index. MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) YES YES

FCA 2020/XX Page 12 of 59 … Collateral-level information section FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? … RREC6 Geographic Region - Collateral The geographic region (NUTS3 classification) where the physical collateral is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES YES …

FCA 2020/XX Page 13 of 59 ANNEX III: UNDERLYING EXPOSURES INFORMATION - COMMERCIAL REAL ESTATE (CRE) FIELD CODE FIELD NAME CONTENT TO REPORT ND1- ND4 allowed? ND5 allowed? Underlying exposures information section … CREL12 Geographic Region - Obligor The geographic region (NUTS3 classification) where the obligor is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in CREL13 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES NO CREL13 Geographic Region Classification Enter the year of the NUTS3 classification used for the Geographic Region fields, e.g. 2013 for NUTS3 2013. 2016 should be entered for new exposures acquired after IP completion day. All geographic region fields must use the same classification consistently for each underlying exposure and across all underlying exposures in the data submission. For example, reporting using NUTS3 2006 for some geographic fields relating to a given underlying exposure and reporting using NUTS3 2013 for other fields relating to the same exposure is not allowed. In the same way, reporting geographic region fields using NUTS3 2006 for some underlying exposures and reporting geographic region fields using NUTS3 2013 for other underlying exposures in the same data submission is not allowed. YES NO …

FCA 2020/XX Page 14 of 59 CREL111 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) NO YES

FCA 2020/XX Page 15 of 59 … Collateral-level information section … CREC8 Geographic Region - Collateral The geographic region (NUTS3 classification) where the physical collateral is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two￾digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES YES … Tenant-level information section … CRET6 SIC NACE Industry Code Tenant industry SIC NACE Code, as set out in the condensed SIC Code list used by UK Companies House Regulation (EC) No 1893/2006 of the European Parliament and of the Council. 5 YES YES …

5 Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification of economic activities NACE Revision 2 and amending Council Regulation (EEC) No 3037/90 as well as certain EC Regulations on specific statistical domains (OJ L 393, 30.12.2006, p. 1). Refers to the condensed version of Standard Industrial Classification (SIC) codes used by UK Companies House to classify business establishments and other standard units by the type of economic activity in which they are engaged, as presented in the document “Nature of business: Standard Industrial Classification (SIC) codes.” http://resources.companieshouse.gov.uk/sic/

FCA 2020/XX Page 16 of 59 ANNEX IV: UNDERLYING EXPOSURES INFORMATION - CORPORATE FIELD CODE FIELD NAME CONTENT TO REPORT ND1- ND4 allowed? ND5 allowed? Underlying exposures information section … CRPL10 Geographic Region - Obligor The geographic region (NUTS3 classification) where the obligor is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in CRPL11 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES NO CRPL11 Geographic Region Classification Enter the year of the NUTS3 classification used for the Geographic Region fields, e.g. 2013 for NUTS3 2013. 2016 should be entered for new exposures acquired after IP completion day. All geographic region fields must use the same classification consistently for each underlying exposure and across all underlying exposures in the data submission. For example, reporting using NUTS3 2006 for some geographic fields relating to a given underlying exposure and reporting using NUTS3 2013 for other fields relating to the same exposure is not allowed. In the same way, reporting geographic region fields using NUTS3 2006 for some underlying exposures and reporting geographic region fields using NUTS3 2013 for other underlying exposures in the same data submission is not allowed. YES NO … CRPL14 SIC NACE Industry Code Obligor industry SIC NACE Code, as set out in the condensed SIC Code List used by UK Companies House Regulation (EC) No 1893/2006. YES YES …

FCA 2020/XX Page 17 of 59 CRPL16 Enterprise Size Classification of enterprises by size, in accordance with the Annex to Commission Recommendation 2003/361/EC as it applied in the UK immediately before IP Completion Day: Micro Enterprise (MICE) - employs fewer than 10 persons and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million Small Enterprise (SMAE) - employs fewer than 50 persons and whose annual turnover and/or annual balance sheet total does not exceed EUR 10 million Medium Enterprise (MEDE) - employs fewer than 250 persons and which has an annual turnover not exceeding EUR 50 million, and/or an annual balance sheet total not exceeding EUR 43 million Large Enterprise (LARE) - an enterprise that is neither a micro, small, or medium enterprise Natural Person (NATP) Other (OTHR) YES NO CRPL17 Revenue Annual sales volume net of all discounts and sales taxes of the obligor in accordance with Recommendation 2003/361/EC. Equivalent to the concept of ‘total annual sales’ in Article 153(4) of Regulation (EU) No 575/2013. Include the currency in which the amount is denominated, using {CURRENCYCODE_3} format. YES NO … CRPL29 Leveraged Transaction Is the underlying exposure a leveraged transaction. , as defined in https://www.bankingsupervision.europa.eu/ecb/pub/pdf/ ss m.leveraged_transactions_guidance_201705.en.pdf A leveraged transaction is any transaction that meets at least one of the conditions below:

1. all types of loan or credit exposure6 , 7 where the borrower’s post-financing level of leverage exceeds a Total Debt8 to EBITDA9 ratio of 4.0 times10 , 11 ; NO NO

6 Irrespective of the classification in the regulatory banking book or regulatory trading book. 7 For the purpose of this guidance, exposure refers to all gross direct commitments to a leveraged borrower, including drawn and undrawn facilities, term loans, bridge loans or revolving credit facilities, committed exposures not yet syndicated or distributed, and exposures being warehoused for a later sale. 8 The term “Total Debt” refers to total committed debt (including drawn and undrawn debt) and any additional debt that loan agreements may permit. Committed undrawn liquidity facilities, according to the Basel Committee on Banking Supervision’s Basel III: The Liquidity Coverage Ratio and liquidity risk monitoring tools (BCBS 238), are excluded. Cash should not be netted against debt. For the purpose of leverage multiple, when calculated at transaction origination, the pro forma financial statements of the resulting company after the transaction has taken place should be considered. 9 EBITDA refers to earnings before interest, tax, depreciation and amortisation. Any enhancements to EBITDA should be duly justified and reviewed by a function independent of the front office function. 10 The designation of a financing as a “leveraged transaction” is made at loan origination, modification or refinancing. 11 The leverage multiple should be calculated at the consolidated borrower level, unless group support cannot be assumed in case the borrowing entity is experiencing financial difficulties. Any deviation from the calculation at consolidated level should be justified and documented on a case-by-case basis.

FCA 2020/XX Page 18 of 59 2. all types of loan or credit exposures where the borrower is owned12 by one or more financial sponsors13 . The following transactions are not expected to be covered by the leveraged transaction definition:

1. loans with natural persons, credit institutions, investment firms, public sector entities and financial sector entities14;
2. loans to small and medium-sized enterprises (SMEs) as defined by Commission Recommendation 2003/361/EC15 except where the borrower is ownedError! Bookmark not defined. by one or more financial sponsorsError! Bookmark not defined.;
3. loans classified as specialised lending16;
4. trade finance17;
5. Asset-Based Loans (ABLs) that are the only source of funding in the borrower's capital structure;
6. loans secured only by financial assets. …

12 As per point (37) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1) (the Capital Requirements Regulation – CRR), a financial sponsor (for which definition see footnote 8 below) is deemed to be the owner if it controls or owns more than 50% of the borrower’s equity. 13 The term “financial sponsor” refers to an investment firm that undertakes private equity investments in and/or leveraged buyouts of companies with the intention of exiting those investments on a medium term basis. 14 The terms “credit institution”, “investment firm”, “public sector entity” and “financial sector entity” are defined in points (1), (2), (8) and (27) respectively of Article 4(1) of the CRR. 15 Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises (OJ L 124, 20.5.2003, p. 36). 16 The term “specialised lending” is defined in Article 147(8) of the CRR; and also in the EBA’s Regulatory Technical Standards on Assigning Risk Weights to Specialised Lending Exposures under Article 153(9) of the CRR; and in the BCBS’s Working Paper on the Internal Ratings-Based Approach to Specialised Lending Exposures of 2001. “Specialised lending” comprises project finance, real estate, object financing and commodities financing. 17 As per Article 4(80) of the CRR, trade finance means financing, including guarantees, connected to the exchange of goods and services through financial products of fixed short-term maturity, generally of less than one year, without automatic rollover.

FCA 2020/XX Page 19 of 59 CRPL54 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) NO YES

FCA 2020/XX Page 20 of 59 … CRPL61 Interest Revision Date 1 Date interest rate next changes (e.g. discount margin changes, fixed period ends, underlying exposure re-fixed etc. this is not the next LIBOR/EURIBOR/index reset date of the relevant reference rate/index). YES YES … CRPL63 Interest Revision Date 2 Date of 2nd interest rate change (e.g. discount margin changes, fixed period ends, underlying exposure re-fixed etc. this is not the next LIBOR/EURIBOR/index reset date of the relevant reference rate/index). YES YES … CRPL65 Interest Revision Date 3 Date of 3rd interest rate change (e.g. discount margin changes, fixed period ends, underlying exposure re-fixed etc. this is not the next LIBOR/EURIBOR/index reset date of the relevant reference rate/index). YES YES

FCA 2020/XX Page 21 of 59 FIELD CODE FIELD NAME CONTENT TO REPORT ND1- ND4 allowed? ND5 allowed? CRPL66 Revised Interest Rate Index Next interest rate index. MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) YES YES

FCA 2020/XX Page 22 of 59 European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) … Collateral-level information section … CRPC5 Geographic Region - Collateral The geographic region (NUTS3 classification) where the collateral is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES YES … CRPC20 Guarantor ESA SA Subsector The ESA 2010 SA classification of the guarantor according to Regulation (EU) No 549/2013 of the European Parliament and of the Council ('ESA 2010')18 . This entry must be provided at the sub-sector level. Use one of the values available in Table 1 of Annex I to this Regulation. NO YES

18 Regulation (EU) No 549/2013 of the European Parliament and of the Council of 21 May 2013 on the European system of national and regional accounts in the European Union (OJ L 174, 26.6.2013, p. 1).

FCA 2020/XX Page 23 of 59 ANNEX V: UNDERLYING EXPOSURES INFORMATION - AUTOMOBILE FIELD CODE FIELD NAME CONTENT TO REPORT ND1- ND4 allowed? ND5 allowed? Underlying exposures information section … AUTL10 Geographic Region - Obligor The geographic region (NUTS3 classification) where the obligor is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in AUTL11 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES NO AUTL11 Geographic Region Classification Enter the year of the NUTS3 classification used for the Geographic Region fields, e.g. 2013 for NUTS3 2013. 2016 should be entered for new exposures acquired after IP completion day. All geographic region fields must use the same classification consistently for each underlying exposure and across all underlying exposures in the data submission. For example, reporting using NUTS3 2006 for some geographic fields relating to a given underlying exposure and reporting using NUTS3 2013 for other fields relating to the same exposure is not allowed. In the same way, reporting geographic region fields using NUTS3 2006 for some underlying exposures and reporting geographic region fields using NUTS3 2013 for other underlying exposures in the same data submission is not allowed. YES NO … AUTL20 Revenue Annual sales volume net of all discounts and sales taxes of the obligor in accordance with Recommendation 2003/361/EC. Equivalent to the concept of ‘total annual sales’ in Article 153(4) of Regulation (EU) No 575/2013. Include the currency in which the amount is denominated, using {CURRENCYCODE_3} format. YES YES …

FCA 2020/XX Page 24 of 59 FIELD CODE FIELD NAME CONTENT TO REPORT ND1- ND4 allowed? ND5 allowed? AUTL41 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) NO YES

FCA 2020/XX Page 25 of 59 Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender’s Own Rate (LDOR) Other (OTHR) … ANNEX VI: UNDERLYING EXPOSURES INFORMATION – CONSUMER FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? Underlying exposures information section … CMRL10 Geographic Region – Obligor The geographic region (NUTS3 classification) where the obligor is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in CMRL11 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES NO CMRL11 Geographic Region Classification Enter the year of the NUTS3 classification used for the Geographic Region fields, e.g. 2013 for NUTS3 2013. 2016 should be entered for new exposures acquired after IP completion day. All geographic region fields must use the same classification consistently for each underlying exposure and across all underlying exposures in the data submission. For example, reporting using NUTS3 2006 for some geographic fields relating to a given underlying exposure and reporting using NUTS3 2013 for other fields relating to the same exposure is not allowed. In the same way, reporting geographic region fields using NUTS3 2006 for some underlying exposures and reporting geographic region fields using NUTS3 2013 for other underlying exposures in the same data submission is not allowed. YES NO …

FCA 2020/XX Page 26 of 59 FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? CMRL38 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) NO YES

FCA 2020/XX Page 27 of 59 … ANNEX VII: UNDERLYING EXPOSURES INFORMATION - CREDIT CARD FIELD CODE FIELD NAME CONTENT TO REPORT ND1- ND4 allowed? ND5 allowed? Underlying exposures information section … CCDL9 Geographic Region - Obligor The geographic region (NUTS3 classification) where the obligor is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in CCDL10 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES NO CCDL10 Geographic Region Classification Enter the year of the NUTS3 classification used for the Geographic Region fields, e.g. 2013 for NUTS3 2013. 2016 should be entered for new exposures acquired after IP completion day. All geographic region fields must use the same classification consistently for each underlying exposure and across all underlying exposures in the data submission. For example, reporting using NUTS3 2006 for some geographic fields relating to a given underlying exposure and reporting using NUTS3 2013 for other fields relating to the same exposure is not allowed. In the same way, reporting geographic region fields using NUTS3 2006 for some underlying exposures and reporting geographic region fields using NUTS3 2013 for other underlying exposures in the same data submission is not allowed. YES NO

FCA 2020/XX Page 28 of 59 … CCDL30 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) NO YES

FCA 2020/XX Page 29 of 59 … ANNEX VIII: UNDERLYING EXPOSURES INFORMATION - LEASING FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? Underlying exposures information section … LESL10 Geographic Region - Obligor The geographic region (NUTS3 classification) where the obligor is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP Completion Day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two￾digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in LESL11 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES NO LESL11 Geographic Region Classification Enter the year of the NUTS3 classification used for the Geographic Region fields, e.g. 2013 for NUTS3 2013. 2016 should be entered for new exposures acquired after IP completion day. All geographic region fields must use the same classification consistently for each underlying exposure and across all underlying exposures in the data submission. For example, reporting using NUTS3 2006 for some geographic fields relating to a given underlying exposure and reporting using NUTS3 2013 for other fields relating to the same exposure is not allowed. In the same way, reporting geographic region fields using NUTS3 2006 for some underlying exposures and reporting geographic region fields using NUTS3 2013 for other underlying exposures in the same data submission is not allowed. YES NO … LESL15 SIC NACE Industry Code Lessee industry SIC NACE Code, as set out in the condensed SIC Code List used by UK Companies House Regulation (EC) No 1893/2006. YES

YES

FCA 2020/XX Page 30 of 59 LESL16 Enterprise Size Classification of enterprises by size, in accordance with the Annex to Commission Recommendation 2003/361/EC as it applied in the UK immediately before IP completion day: Micro Enterprise (MICE) - employs fewer than 10 persons and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million Small Enterprise (SMAE) - employs fewer than 50 persons and whose annual turnover and/or annual balance sheet total does not exceed EUR 10 million Medium Enterprise (MEDE) - employs fewer than 250 persons and which has an annual turnover not exceeding EUR 50 million, and/or an annual balance sheet total not exceeding EUR 43 million Large Enterprise (LARE) – an enterprise that is neither a micro, small, or medium enterprise. Natural Person (NATP) Other (OTHR) YES YES LESL17 Revenue Annual sales volume net of all discounts and sales taxes of the obligor in accordance with Recommendation 2003/361/EC. Equivalent to the concept of ‘total annual sales’ in Article 153(4) of Regulation (EU) No 575/2013. Include the currency in which the amount is denominated, using {CURRENCYCODE_3} format. YES YES …

FCA 2020/XX Page 31 of 59 FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? LESL37 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) NO YES

FCA 2020/XX Page 32 of 59 Other (OTHR) FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? … LESL65 Geographic Region - Collateral The geographic region (NUTS3 classification) where the asset is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two￾digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES YES …

FCA 2020/XX Page 33 of 59 ANNEX IX: UNDERLYING EXPOSURES INFORMATION - ESOTERIC FIELD CODE FIELD NAME CONTENT TO REPORT ND1- ND4 allowed? ND5 allowed? Underlying exposures information section … ESTL11 Geographic Region - Obligor The geographic region (NUTS3 classification) where the obligor is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in ESTL12 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES YES ESTL12 Geographic Region Classification Enter the year of the NUTS3 classification used for the Geographic Region fields, e.g. 2013 for NUTS3 2013. 2016 should be entered for new exposures acquired after IP completion day. All geographic region fields must use the same classification consistently for each underlying exposure and across all underlying exposures in the data submission. For example, reporting using NUTS3 2006 for some geographic fields relating to a given underlying exposure and reporting using NUTS3 2013 for other fields relating to the same exposure is not allowed. In the same way, reporting geographic region fields using NUTS3 2006 for some underlying exposures and reporting geographic region fields using NUTS3 2013 for other underlying exposures in the same data submission is not allowed. YES YES … ESTL16 SIC NACE Industry Code Obligor industry SIC NACE Code, as set out in the condensed SIC Code List used by UK Companies House Regulation (EC) No 1893/2006. YES YES …

FCA 2020/XX Page 34 of 59 ESTL21 Revenue Annual sales volume net of all discounts and sales taxes of the obligor in accordance with Recommendation 2003/361/EC. Equivalent to the concept of ‘total annual sales’ in Article 153(4) of Regulation (EU) No 575/2013. Include the currency in which the amount is denominated, using {CURRENCYCODE_3} format. YES YES …

FCA 2020/XX Page 35 of 59 FIELD CODE FIELD NAME CONTENT TO REPORT ND1- ND4 allowed? ND5 allowed? ESTL40 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) YES YES

FCA 2020/XX Page 36 of 59 Lender's Own Rate (LDOR) Other (OTHR) … Collateral-level information section … ESTC5 Geographic Region - Collateral The geographic region (NUTS3 classification) where the collateral is located. Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non-EU jurisdiction not in the EU or UK), enter the two￾digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES YES …

FCA 2020/XX Page 37 of 59 ANNEX X: UNDERLYING EXPOSURES INFORMATION – ADD-ON FOR NONPERFORMING EXPOSURES … ANNEX XI: UNDERLYING EXPOSURES INFORMATION - ASSET-BACKED COMMERCIAL PAPER FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? Underlying exposures information section … IVAL7 Geographic Region - Largest Exposure Concentration 1 The geographic region (NUTS3 classification) where the largest amount of underlying exposures (by current value of exposures as at the data cut-off date) of this type are located, in terms of the location of the collateral (for secured underlying exposures) or obligor (for unsecured underlying exposures). Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non￾EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in IVAL10 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES YES IVAL8 Geographic Region - Largest Exposure Concentration 2 The geographic region (NUTS3 classification) where the second-largest amount of underlying exposures (by current value of exposures as at the data cut-off date) of this type are located, in terms of the location of the collateral (for secured underlying exposures) or obligor (for unsecured underlying exposures). Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non￾EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in IVAL10 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. YES YES IVAL9 Geographic Region - Largest Exposure Concentration 3 The geographic region (NUTS3 classification) as it applied in the UK immediately before IP completion day where the third-largest amount of underlying exposures (by current value of exposures as at the data cut-off date) of this type are located, in terms of the location of the collateral (for secured underlying exposures) or obligor (for unsecured underlying YES YES

FCA 2020/XX Page 38 of 59 exposures). Where no NUTS3 classification has been was produced by Eurostat prior to IP completion day (e.g. a non￾EU jurisdiction not in the EU or UK), enter the two-digit country code in {COUNTRYCODE_2} format followed by ‘ZZZ’. In relation to exposures acquired prior to IP completion day, please note the obligation in IVAL10 to provide the year of the NUTS3 classification used. NUTS3 2016, as it applied in the UK immediately before IP completion day, should be used for new exposures acquired after IP completion day. IVAL10 Geographic Region Classification Enter the year of the NUTS3 classification used for the Geographic Region fields, e.g. 2013 for NUTS3 2013. 2016 should be entered for new exposures acquired after IP completion day. All geographic region fields must use the same classification consistently for each underlying exposure and across all underlying exposures in the data submission. For example, reporting using NUTS3 2006 for some geographic fields relating to a given underlying exposure and reporting using NUTS3 2013 for other fields relating to the same exposure is not allowed. In the same way, reporting geographic region fields using NUTS3 2006 for some underlying exposures and reporting geographic region fields using NUTS3 2013 for other underlying exposures in the same data submission is not allowed. YES YES … IVAL24 Floating Rate Receivables The total outstanding principal balance of exposures of this type, as at the data cut-off date, where the interest rate is generally understood as 'floating'. 'Floating' refers to a rate indexed to any of the following: SONIA (or any other Risk Free Rate), LIBOR (any currency and tenor), EURIBOR (any currency and tenor), any central bank base rate (BoE, ECB, etc.), the originator's standard variable rate, or any similar arrangement. Include the currency in which the amount is denominated, using {CURRENCYCODE_3} format. YES YES … ANNEX XII: INVESTOR REPORT INFORMATION - NON-ASSET BACKED COMMERCIAL PAPER SECURITISATION ...

FCA 2020/XX Page 39 of 59 ANNEX XIII: INVESTOR REPORT INFORMATION - ASSET BACKED COMMERCIAL PAPER SECURITISATION FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? … Transaction information section … IVAN4 SIC NACE Industry Code Originator industry SIC NACE Code, as set out in the condensed SIC Code List used by UK Companies House Regulation (EC) No 1893/2006. NO YES … ANNEX XIV: INSIDE INFORMATION OR SIGNIFICANT EVENT INFORMATION - NON-ASSET BACKED COMMERCIAL PAPER SECURITISATION FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? Securitisation information section … SESS4 Remedial Actions Have competent authorities Has the competent authority taken any remedial actions relating to this securitisation? If the securitisation is not an STS securitisation, then enter ND5. NO YES SESS5 Administrative Actions Have competent authorities Has the competent authority taken any administrative actions relating to this securitisation? If the securitisation is not an STS securitisation, then enter ND5. NO YES

FCA 2020/XX Page 40 of 59 … SESS17 Interest Rate Swap Benchmark Describe the type of interest rate swap benchmark on the payer leg of the swap is fixed to: MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) NO YES

FCA 2020/XX Page 41 of 59 Other (OTHR) … Tranche/bond-level information section … SEST20 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) NO YES

FCA 2020/XX Page 42 of 59 PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) … SEST41 Guarantor ESA SA Subsector The ESA 2010 SA classification of the guarantor according to Regulation (EU) No 549/2013 'ESA 2010'). This entry must be provided at the sub-sector level. Use one of the values available in Table 1 of Annex I to this Regulation. If not guaranteed, enter ND5. NO YES … CLO Manager information section … SESL12 AUM - EU UK Total EU UK assets under management. Include the currency in which the amount is denominated, using {CURRENCYCODE_3} format. NO NO SESL13 AUM - EU UK CLOs Total EU UK CLOs under management19 . Include the currency in which the amount is denominated, using {CURRENCYCODE_3} format. NO NO SESL14 Number EU UK CLOs Number EU UK CLOs under management. NO NO …

19 References to UK CLOs are defined as any CLO with the asset manager located in the UK.

FCA 2020/XX Page 43 of 59 Synthetic coverage information section FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? … SESV7 Public Entity With Zero Risk Weight Is the protection provider a public entity classified under Articles 113(4), 117(2), or 118 of Regulation (EU) 575/2013 (or as otherwise amended)? NO NO … SESV31 Current Index For Payments To Protection Buyer Current interest rate index (the reference rate off of which payments to the protection buyer are set). This field would in particular be expected to be completed in the event of protection arrangements being provided via a swap: MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) NO YES

FCA 2020/XX Page 44 of 59 GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) … SESV36 Current Index For Payments To Protection Seller Current interest rate index (the reference rate off of which payments to the protection seller are set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) NO YES

FCA 2020/XX Page 45 of 59 GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) … Issuer collateral information section … SESI7 Collateral Issuer ESA SA Subsector The ESA 2010 SA classification of the collateral according to Regulation (EU) No 549/2013 ('ESA 2010'). This entry must be provided at the sub-sector level. Use one of the values available in Table 1 of Annex I to this Regulation. NO YES … SESI14 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) NO YES

FCA 2020/XX Page 46 of 59 TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) …

FCA 2020/XX Page 47 of 59 ANNEX XV: INSIDE INFORMATION OR SIGNIFICANT EVENT INFORMATION - ASSET BACKED COMMERCIAL PAPER SECURITISATION FIELD CODE FIELD NAME CONTENT TO REPORT ND1-ND4 allowed? ND5 allowed? Programme information section … SEAS4 Remedial Actions Have competent authorities Has the competent authority taken any remedial actions relating to this securitisation? If the securitisation is not an STS securitisation, then enter ND5. NO YES SEAS5 Administrative Actions Have competent authorities Has the competent authority taken any administrative actions relating to this securitisation? If the securitisation is not an STS securitisation, then enter ND5. NO YES … SEAS13 Total Issuance Total programme issuance outstanding, converted into EUR GBP. Include the currency in which the amount is denominated, using {CURRENCYCODE_3} format. NO NO … Transaction information section … SEAR44 Interest Rate Swap Benchmark Describe the type of interest rate swap benchmark on the payer leg of the swap is fixed to. In the event of multiple swaps in this transaction, this must reference the type of the most recently-contracted interest rate swap. MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) NO YES

FCA 2020/XX Page 48 of 59 LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) … Tranche/bond-level information section …

FCA 2020/XX Page 49 of 59 SEAT11 Current Interest Rate Index The base reference interest index currently applicable (the reference rate off which the interest rate is set): MuniAAA (MAAA) FutureSWAP (FUSW) LIBID (LIBI) LIBOR (LIBO) SOFR (SOFR) SONIA (SOIA) SARON (SARN) TONA (TONA) €STR (ESTR) SWAP (SWAP) Treasury (TREA) Euribor (EURI) Pfandbriefe (PFAN) EONIA (EONA) EONIASwaps (EONS) EURODOLLAR (EUUS) EuroSwiss (EUCH) TIBOR (TIBO) ISDAFIX (ISDA) GCFRepo (GCFR) STIBOR (STBO) BBSW (BBSW) JIBAR (JIBA) BUBOR (BUBO) CDOR (CDOR) CIBOR (CIBO) MOSPRIM (MOSP) NIBOR (NIBO) PRIBOR (PRBO) TELBOR (TLBO) WIBOR (WIBO) Bank of England Base Rate (BOER) European Central Bank Base Rate (ECBR) Lender's Own Rate (LDOR) Other (OTHR) NO YES

FCA 2020/XX Page 50 of 59 …

FCA 2020/XX Page 51 of 59 Annex B COMMISSION IMPLEMENTING REGULATION (EU) …/… of XXX laying down implementing technical standards with regard to the format and standardised templates for making available the information and details of a securitisation by the originator, sponsor and SSPE (Text with EEA relevance) … SECTION 3: COMMON PROVISIONS … … This Regulation shall be binding in its entirety and directly applicable in all Member States. …

FCA 2020/XX Page 52 of 59 ANNEX I Field formats SYMBOL DATA TYPE DEFINITION … … … {NUTS} 5 alphanumeric characters Refers to all Nomenclature of Territorial Units for Statistics versions used in the UK up to and immediately before IP completion day. Information must be made available at the NUTS3 level. http://ec.europa.eu/eurostat/web/nuts/ {NACE SIC} 7 5 alphanumeric characters Refers to the statistical classification of economic activities in the European Union, maintained on the website cited in this definition box and as set out in Regulation (EC) No 1893/2006 of the European Parliament and of the Council20 . The most detailed level of classification must be made available for each economic activity (i.e. the full code – 6 or 7 character level, including decimals).http://ec.europa.eu/competition/mergers/cases/index/nace_all.ht ml Refers to the condensed version of Standard Industrial Classification (SIC) codes used by UK Companies House to classify business establishments and other standard units by the type of economic activity in which they are engaged, as presented in the document “Nature of business: Standard Industrial Classification (SIC) codes.” http://resources.companieshouse.gov.uk/sic/ … {ESA SA} 7 alphanumeric characters The European System of Accounts (2010) sector, using the codes set out in Table 1 of Annex I to Commission Delegated Regulation (EU) …/… [COMMISSION DELEGATED REGULATION (EU) …/… of XXX supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards specifying the information and the details of a securitisation to be made available by the originator, sponsor and SSPE]2 . http://ec.europa.eu/eurostat/cache/metadata/Annexes/nasa_10_f_esms_an1. pdf

20 Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification of economic activities NACE Revision 2 and amending Council Regulation (EEC) No 3037/90 as well as certain EC Regulations on specific statistical domains (OJ L 393, 30.12.2006, p. 1). 2 COMMISSION DELEGATED REGULATION (EU) …/… of XXX supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards specifying the information and the details of a securitisation to be made available by the originator, sponsor and SSPE (OJ L XX, XX.XX.2019, p. XX).

FCA 2020/XX Page 53 of 59 …

ANNEX II UNDERLYING EXPOSURES TEMPLATE - RESIDENTIAL REAL ESTATE (RRE) …

FCA 2020/XX Page 54 of 59 ANNEX III UNDERLYING EXPOSURES TEMPLATE - COMMERCIAL REAL ESTATE (CRE) FIELD CODE FIELD NAME FORMAT … … … Tenant-level information section … CRET6 NACE SIC Industry Code {NACE SIC} … ANNEX IV UNDERLYING EXPOSURES TEMPLATE - CORPORATE FIELD CODE FIELD NAME FORMAT Underlying exposures information section … … … CRPL14 NACE SIC Industry Code {NACE SIC} … … … FIELD CODE FIELD NAME FORMAT … … … CRPC20 Guarantor ESA SA Subsector {ESA SA} ANNEX V

FCA 2020/XX Page 55 of 59 UNDERLYING EXPOSURES TEMPLATE - AUTOMOBILE … ANNEX VI UNDERLYING EXPOSURES TEMPLATE - CONSUMER … ANNEX VII UNDERLYING EXPOSURES TEMPLATE - CREDIT CARD …

FCA 2020/XX Page 56 of 59 ANNEX VIII UNDERLYING EXPOSURES TEMPLATE - LEASING FIELD CODE FIELD NAME FORMAT Underlying exposures information section … … … LESL15 NACE SIC Industry Code {NACE SIC} … … …

FCA 2020/XX Page 57 of 59 ANNEX IX UNDERLYING EXPOSURES TEMPLATE - ESOTERIC FIELD CODE FIELD NAME FORMAT Underlying exposures information section … … … ESTL16 NACE SIC Industry Code {NACE SIC} … … … ANNEX X UNDERLYING EXPOSURES TEMPLATE – ADD-ON FOR NON-PERFORMING EXPOSURES … ANNEX XI UNDERLYING EXPOSURES TEMPLATE - ASSET-BACKED COMMERCIAL PAPER … ANNEX XII INVESTOR REPORT TEMPLATE - NON-ASSET BACKED COMMERCIAL PAPER SECURITISATION … ANNEX XIII INVESTOR REPORT TEMPLATE - ASSET BACKED COMMERCIAL PAPER SECURITISATION FIELD CODE FIELD NAME FORMAT …

FCA 2020/XX Page 58 of 59 Transaction information section … … … IVAN4 NACE SIC Industry Code {NACE SIC} … … … … ANNEX XIV INSIDE INFORMATION OR SIGNIFICANT EVENT TEMPLATE - NON-ASSET BACKED COMMERCIAL PAPER SECURITISATION … FIELD CODE FIELD NAME FORMAT … … … … Tranche/bond-level information section … … … SEST41 Guarantor ESA SA Subsector {ESA SA} … … … CLO Manager information section … … … SESL12 AUM - EU UK {MONETARY} SESL13 AUM - EU UK CLOs {MONETARY} SESL14 Number EU UK CLOs {INTEGER-9999} … … … … FIELD CODE FIELD NAME FORMAT … … …

FCA 2020/XX Page 59 of 59 Issuer collateral information section … … … SESI7 Collateral Issuer ESA SA Subsector {ESA SA} … … … … ANNEX XV INSIDE INFORMATION OR SIGNIFICANT EVENT TEMPLATE - ASSET BACKED COMMERCIAL PAPER SECURITISATION …

FCA 2020/XX TECHNICAL STANDARDS (FORMAT OF APPLICATIONS FOR REGISTRATION OF SECURITISATION REPOSITORIES) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“FCA”), being the appropriate regulator within the meaning of the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc) (EU Exit) Regulations 2018 (“the Regulations”), with the approval of the Treasury, makes this instrument in exercise of the powers conferred by regulation 3 of the Regulations. Pre-conditions to making B. The FCA is the appropriate regulator for the EU Regulations specified in Part 1 of the Schedule to the Regulations. C. The FCA has consulted the Prudential Regulation Authority (“PRA”) and the Bank of England as appropriate in accordance with regulation 5 of the Regulations. D. A draft of this instrument has been approved by the Treasury, the Minister considering that it makes appropriate provision to prevent, remedy or mitigate any failure of retained EU law to operate effectively, or any other deficiency in retained EU law, arising from the withdrawal of the United Kingdom from the European Union. Interpretation E. Any reference in this instrument to any EU Regulation or EU tertiary legislation (within the meaning of section 20 of the European Union (Withdrawal) Act 2018) is, unless the contrary intention appears, to be treated as a reference to that EU regulation or EU tertiary legislation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018). Modification F. Commission Implementing Regulation (EU) 2020/[xxx] of [xx] [xxx] 2020 laying down implementing technical standards with regard to the format of applications for registration as a securitisation repository or for extension of a registration of a trade repository pursuant to Regulation (EU) 2017/2402 of the European Parliament and of the Council is amended in accordance with the Annex to this instrument. Commencement G. This instrument comes into force on IP completion day, as defined in the European Union (Withdrawal Agreement) Act 2020. Citation

FCA 2020/XX Page 2 of 6 H. This instrument may be cited as the Technical Standards (Format of Applications for Registration of Securitisation Repositories) Instrument 2020. By order of the Board [date]

FCA 2020/XX Page 3 of 6 In this instrument, underlining indicates new text and striking through indicates deleted text. Annex COMMISSION IMPLEMENTING REGULATION (EU) 2020/[xxx] of [xx] [xxx] 2020 laying down implementing technical standards with regard to the format of applications for registration as a securitisation repository or for extension of a registration of a trade repository pursuant to Regulation (EU) 2017/2402 of the European Parliament and of the Council (Text with EEA relevance) … Article -1 Interpretation Where a term in this Regulation is defined in Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012, that definition shall apply for the purposes of this Regulation unless the contrary intention appears. Article 1 Format of the application for registration and extension of registration

1. Applicants for registration as a securitisation repository under Article 10(5)(a) of Regulation (EU) 2017/2402 shall complete the formats set out in Annex 1 to this Regulation.
2. Trade repositories applying for an extension of registration under Article 10(5)(b) of Regulation (EU) 2017/2402 shall complete the formats set out in Annex 2 to this Regulation.
3. For the purposes of paragraphs 1 and 2, the applications shall be submitted: (a) In a durable medium as defined in Article 2(1)(m) of Directive 2009/65/EC of the European Parliament and of the Council in an instrument which enables the recipient to store information addressed personally to the recipient in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored; (b) with a unique reference number assigned to each document included in the application. Article 2 Entry into force

FCA 2020/XX Page 4 of 6 This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, For the Commission The President Jean Claude Juncker ANNEX I Formats for an application for registration as a securitisation repository Table 1: General information GENERAL INFORMATION Date of application Corporate name of securitisation repository Place of incorporation and scope of business activity Legal entity identifier (LEI) registered with the Global Legal Entity Identifier Foundation Legal address of the securitisation repository Legal address of any subsidiaries of the securitisation repository Legal address of any branches of the securitisation repository Uniform resource locator (URL) of the securitisation repository’s website The securitisation types, risk transfer methods and underlying exposure types for which the applicant repository is applying to be registered If the applicant is authorised or registered by a competent authority in the Member State where it is established in the United Kingdom, the name of the authority and any reference number related to the authorisation or registration Name of the person(s) responsible for the application Contact details of the person(s) responsible for the application Name of person(s) responsible for the securitisation repository compliance (or any other staff involved in compliance assessments for the securitisation repository)

FCA 2020/XX Page 5 of 6 Contact details of the person(s) responsible for the securitisation repository compliance, or any other staff involved in compliance assessments for the securitisation repository, in relation to its provision of core securitisation services Name of any parent undertaking LEI registered with the Global Legal Entity Identifier Foundation of any parent undertaking Legal address of any parent undertaking Name of the responsible supervisory authority for any parent undertaking Reference number with the responsible supervisory authority for any parent undertaking Name of any ultimate parent undertaking LEI registered with the Global Legal Entity Identifier Foundation of any ultimate parent undertaking Legal address of any ultimate parent undertaking Name of the responsible supervisory authority for any ultimate parent undertaking Reference number with the responsible supervisory authority for any ultimate parent undertaking …

FCA 2020/XX Page 6 of 6 ANNEX II Formats for an application of a trade repository for extension of registration Table 1: General information GENERAL INFORMATION Date of application Date of registration of the applicant as a trade repository Corporate name of securitisation repository Legal entity identifier (LEI) registered with the Global Legal Entity Identifier Foundation Legal address of the securitisation repository Legal address of any subsidiaries of the securitisation repository Legal address of any branches of the securitisation repository Uniform resource locator (URL) of the securitisation repository’s website Legal Entity Identifier (LEI) registered with the Global Legal Entity Identifier Foundation The securitisation types, risk transfer methods and underlying exposure types for which the applicant repository is applying to be registered If the applicant is authorised or registered by a competent authority in the Member State where it is established in the United Kingdom, the name of the authority and any reference number related to the authorisation or registration Name of the person(s) responsible for the application Contact details of the person(s) responsible for the application Name of person(s) responsible for the securitisation repository compliance, or any other staff involved in compliance assessments for the securitisation repository, in relation to its provision of core securitisation services Contact details of the person(s) responsible for the securitisation repository compliance (or any other staff involved in compliance assessments for the securitisation repository) …

FCA 2020/XX TECHNICAL STANDARDS (SPECIFYING THE INFORMATION TO BE PROVIDED TO COMPLY WITH THE STS NOTIFICATIONS REQUIREMENTS) (EU EXIT) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“the FCA”), being an appropriate regulator within the meaning of the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018 (“the Regulations”), with the approval of the Treasury, makes this instrument in exercise of the powers conferred by regulation 3 of the Regulations. Pre-conditions to making B. The FCA is the appropriate regulator for the EU Regulations specified in Part 1 of the Schedule to the Regulations. C. The FCA has consulted the Prudential Regulation Authority and the Bank of England as appropriate in accordance with regulation 5 of the Regulations. D. A draft of this instrument has been approved by the Treasury, the Minister considering that it makes appropriate provision to prevent, remedy or mitigate any failure of retained EU law to operate effectively, or any other deficiency in retained EU law, arising from the withdrawal of the United Kingdom from the European Union. Interpretation E. Any reference in this instrument to any EU Regulation or EU tertiary legislation (within the meaning of section 20 of the European Union (Withdrawal) Act 2018) is, unless the contrary intention appears, to be treated as a reference to that EU regulation or EU tertiary legislation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Modifications F. The following EU Regulations are amended in accordance with the Annexes A and B to this instrument. (1) (2) Commission Delegated Regulation (EU) [2020]/[xxx] of [xxx] supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 and laying down regulatory technical standards specifying the information to be provided in accordance with the STS notification requirements Annex A Commission Implementing Regulation (EU) [2020]/[xxx] of [xxx] laying down implementing technical standards with regard to templates for the provision of information in accordance with the STS notification requirements Annex B Commencement

FCA 2020/XX Page 2 of 24 G. This instrument comes into force on IP completion day as defined in the European Union (Withdrawal Agreement) Act 2020. Citation H. This instrument may be cited as the Technical Standards (Specifying the Information to be Provided to Comply with the STS Notification Requirements) (EU Exit) Instrument 2020. By order of the Board [date]

FCA 2020/XX Page 3 of 24 In this instrument, underlining indicates new text and striking through indicates deleted text. Annex A COMMISSION DELEGATED REGULATION (EU) …/... of 12.11.2019 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 and laying down regulatory technical standards specifying the information to be provided in accordance with the STS notification requirements (Text with EEA relevance) … Article -1 Definitions For the purposes of this Regulation, “IP completion day” has the meaning given in section 39 of the European Union (Withdrawal Agreement ) Act 2020. Article 1 Information to be included in the STS notification

1. The information to be included in the STS notification pursuant to Article 27 of Regulation (EU) 2017/2402 shall be the following: (a) where the securitisation is a non-ABCP securitisation, the information specified in Annex I to this Regulation; (b) where the securitisation is an ABCP securitisation, the information specified in Annex II to this Regulation; (c) for an ABCP programme, the information specified in Annex III to this Regulation.
2. For securitisations where no prospectus must be drawn up pursuant to Regulation (EU) 2017/1129, the information to be included in the STS notification pursuant to paragraph 1 shall be accompanied by the following: (a) where the securitisation is a non-ABCP securitisation, the information specified in fields STSS9 and STSS10 of Annex I to this Regulation; (b) where the securitisation is an ABCP securitisation, the information specified in fields STSAT9 and STSAT10 of Annex II to this Regulation; (c) for an ABCP programme, the information specified in field STSAP9 of Annex III to this Regulation. For the purposes of the third fourth subparagraph of Article 27(1) of Regulation (EU) 2017/2402, the publication of the STS notification for those securitisations shall be limited to the information referred to in this paragraph.

FCA 2020/XX Page 4 of 24 … Article 3 Entry into force … This Regulation shall be binding in its entirety and directly applicable in all Member States. …

FCA 2020/XX Page 5 of 24 [Editor’s note: In addition to the amendments shown below to the content of Annexes I to III, we have also made further incidental amendments to restate the content in a clearer or more accessible way, for example as regards punctuation and formatting. These further amendments are not shown.] ANNEX I Information to be submitted to ESMA the FCA pursuant to Articles 19 to 22 of Regulation (EU) 2017/2402 regarding non-ABCP securitisations General information Field number Article of Regulation (EU) 2017/2402 FIELD NAME CONTENT TO BE REPORTED1 ADDITIONAL INFORMATION STSS0 Article 27(1) First contact point Legal Entity Identifier (LEI) of the entity designated as the first contact point and name of the relevant competent authority Item 3.2 of Annex 19 of Commission Delegated Regulation (EU) 2019/980. 2 … STSS3 N/A Notification identifier Where reporting an update, the unique reference number assigned by ESMA the FCA to the previously notified STS notification. N/A … STSS5 N/A Prospectus identifier Where available, the prospectus identifier as provided by the relevant competent authority national regulator(s). N/A … STSS11 N/A Issue date Where a prospectus is drawn up in compliance with Regulation (EU) 2017/11294 , and / or corresponding legislation applicable in a third country, the date on which the prospectus was approved. In all other cases, the closing date of the most recent transaction. N/A

1 Where appropriate, include a reference to the relevant sections of the underlying documentation where the information is available. 2 Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (OJ L 166, 21.6.2019, p. 26-176). 4 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12-82)

FCA 2020/XX Page 6 of 24 STSS12 N/A Notification date The date of notification to ESMA the FCA, or if prior to IP completion day, date of notification to ESMA. N/A … STSS14 Article 27(2) Authorised Third party (name) Where an authorised third-party has provided STS verification services in accordance with Article 27(2) of Regulation (EU) 2017/2402, the name of the third party’s name and the country of establishment party. N/A STSS15 Article 27(2) [Note: empty row that serves to avoid re￾numbering of rows.] Authorised Third party Where an authorised third-party has provided STS verification services in accordance with Article 27(2) of Regulation (EU) 2017/2402, the name of the competent authority that has authorised it. N/A STSS16 Article 27(5) STS status A reasoned notification by the originator and sponsor that the securitisation is no longer to be considered as STS, or that a STS notification should be revised. N/A STSS17 Article 27(3) Originator (or original lender) not a UK credit institution or a UK investment firm A “Yes” or “No” statement as to whether the originator or original lender is a credit institution or investment firm, as defined by article 4(1)(1) and 4(1)(2) of Regulation (EU) No 575/2013, that is established in the Union UK. N/A STSS18 Article 27(3) Originator (or original lender) not a credit Where the answer to field STSS17 is "No", confirmation that the originator’s or original N/A

institution Confirmation of credit-granting criteria lender’s credit-granting criteria, processes and systems in place are executed in accordance with Article 9 of Regulation (EU) 2017/2402. STSS19 Article 27(3) Confirmation Declaration that the credit granting is subject to supervision Where the answer to field STSS17 is "No", confirmation declaration that the credit-granting as referred to in Article 27(3)(a) of Regulation (EU) 2017/2402 is subject to supervision. N/A Specific information Field number Article of Regulatio n (EU) 2017/240 2 FIELD NAME CONTENT TO BE REPORTED3 ADDITIONAL INFORMATION

3 Where appropriate, include a reference to the relevant sections of the underlying documentation where the information is available.

FCA 2020/XX Page 7 of 24 … STSS27 Article 20(8) Homogeneity of assets √ A detailed explanation as to the homogeneity of the pool of underlying exposures backing the securitisation. For that purpose, include a reference to the EBA RTS on homogeneity (Commission Delegated Regulation (EU) …/… [C(2019) 3785 final Commission Delegated Regulation (EU) …/… supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards on the homogeneity of the underlying exposures in securitisation]4 , and explain in detail how each of the conditions specified in the Article 1 of that Delegated Regulation are met. Item 2.2.7 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 STSS28 Article 20(9) Underlying Exposure Obligations exposure obligations: no re securitisation √ A confirmation that the underlying exposures do not include any securitisation positions and that the notified securitisation is therefore not a re-securitisation. Item 2.2 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 … STSS30 Article 20(10) Originator/Lender Expertise expertise √ A detailed explanation as to whether the originator or original lender have expertise in originating exposures of a similar nature to those securitised. Item 2.2.7 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 … STSS35 Article 21(2) Mitigation of Interest interest rates (IR) and currency (FX) risks (FX) Risks √ A concise explanation as to whether the interest rates and currency risks are appropriately mitigated and that measures are taken to mitigate such risks and confirm that such measures are available to investors. Items 3.4.2 and 3.8 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 … STSS51 Article 21(7)(b) (b) Servicing Continuity Provisions continuity provisions √ Confirmation that the securitisation documentation expressly satisfies the requirements of Article 21(7) (b) of Regulation (EU) 2017/2402. Item 3.2 of Annex 19 of Commission Delegated Regulation (EU) 2019/980

4 Commission Delegated Regulation (EU) …/... of 28.5.2019 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards on the homogeneity of the underlying exposures in securitisation

FCA 2020/XX Page 8 of 24 STSS52 Article 21(7)(c) (c) Derivative Counterparties Continuity Provisions continuity provisions √ Confirmation that the transaction documentation satisfies all of the information referred to in Article 21(7) (c) of Regulation (EU) 2017/2402. Item 3.8 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 … STSS58 Articles 22 (1) Historical Default and Loss Performance Data default and loss performance data √ Confirmation that the data required to be made available under Article 22(1) of Regulation (EU) 2017/2402 is available, stating clearly where the information can be found. Item 2.2.2 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 … STSS61 Article 22 (4) Publication on environmental performance of underlying exposures consisting of residential loans or car loans or leases* √ A concise explanation on whether the information related to the environmental performance of the assets financed by residential loans, or auto loans or leases is available pursuant to Article 7 (1)(a) of Regulation (EU) 2017/2402 and a statement where that information is to be found. N/A …

FCA 2020/XX Page 9 of 24 ANNEX II Information to be submitted to ESMA the FCA pursuant to Article 24 of Regulation (EU) 2017/2402 regarding ABCP securitisations General information Field number Article of Regulation (EU) 2017/2402 FIELD NAME CONTENT TO BE REPORTED5 ADDITIONAL INFORMATION STSAT0 Article 27(1) First contact point Legal Entity Identifier (LEI) of the entity designated as the first contact point and name of the relevant competent authority. Item 3.2 of Annex 19 of Commission Delegated Regulation (EU) 2019/980. … STSAT3 N/A Notification identifier Where reporting an update, the unique reference number assigned by ESMA the FCA to the previously notified STS notification. N/A … STSAT5 N/A Prospectus identifier Where available, the prospectus identifier as provided by the relevant competent authority national regulator(s). N/A … STSAT11 N/A Issue date Where a prospectus is drawn up in compliance with Regulation (EU) 2017/1129, and / or corresponding legislation applicable in a third country, the date on which the prospectus was approved. If not, the issuance date of the ABCP securitisation. N/A STSAT12 N/A Notification date The date of notification to ESMA the FCA, or if prior to IP completion day, date of notification to ESMA. N/A …

5 Where appropriate, include a reference to the relevant sections of the underlying documentation where the information is available.

FCA 2020/XX Page 10 of 24 STSAT14 Article 27(2) Authorised Third party (name) If an authorised third-party has provided STS verification services in accordance with Article 27(2) of the Regulation (EU) 2017/2402, the third party’s name and its country of establishment. N/A STSAT15 Article 27(2) [Note: empty row that serves to avoid re￾numbering of rows.] Authorised Third party If an authorised third-party has provided STS verification services in accordance with Article 27(2) of the Securitisation Regulation, the name of the competent authority that has authorised it. N/A STSAT16 Article 27(5) STS status Whether the originator and/or sponsor has notified that the ABCP securitisation is no longer to be considered as STS and the reasons for such notification. A reasoned notification by the originator and sponsor that the securitisation is no longer to be considered as STS, or that a STS notification should be revised. N/A STSAT17 Article 27(3) Originator (or original lender) not a UK credit A ‘Yes’ or ‘No’ statement as to whether the originator or original lender is a credit institution or investment firm, as defined by article 4(1)(1) and 4(1)(2) of Regulation (EU) No 575/2013, that is established in N/A institution or a UK investment firm the Union UK. STSAT18 Article 27(3) Originator (or original lender) not a credit institution Confirmation of credit-granting criteria Where the answer to field STSS17 is "No", confirmation that the originator’s or original lender’s credit-granting criteria, processes and systems in place are executed in accordance with Article 9 of Regulation (EU) 2017/2402. N/A STSAT19 Article 27(3) Confirmation Declaration that the credit granting is subject to supervision Where the answer to field STSS17 is "No", confirmation declaration that the credit￾granting as referred to in Article 27(3)(a) of Regulation (EU) 2017/2402 is subject to supervision. N/A

FCA 2020/XX Page 11 of 24 Specific information Field number Article of Regulatio n (EU) 2017/240 2 FIELD NAME CONTENT TO BE REPORTED6 ADDITIONAL INFORMATION STSAT20 Article 24(1) Underlying exposures acquired by true sale √ Confirmation A concise explanation that the transfer of the underlying exposures is made by means of true sale or transfer with the same legal effect in a manner that is enforceable against the seller or any third party. Item 3.3 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 … STSAT31 Article 24(12) Mitigation of Interest interest rates (IR) and currency (FX) risks (FX) Risks √ A concise explanation whether and how the interest rates and currency risks are appropriately mitigated and confirm that the measures to that effect are disclosed. A concise explanation whether any hedging instruments used are underwritten and documented according to commonly accepted standards. Items 3.4.2 and 3.8 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 STSAT32 Article 24(12) Derivatives Purchased/Sold purchased/sold by SSPE √ Except for the purpose of hedging interest rate or currency risk, a concise explanation whether the SSPE has not entered into derivative contracts. Items 3.4.2 and 3.8 of Annex 19 of Commission Delegated Regulation (EU2019/980 STSAT33 Article 24(12) Derivatives in Underlying underlying Exposures exposures √ A concise explanation on the presence of any derivatives in the pool of underlying exposures. Items 3.4.2 and 3.8 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 …

6 Where appropriate, include a reference to the relevant sections of the underlying documentation where the information is available.

FCA 2020/XX Page 12 of 24 STSAT37 Article 24(14) Historical Default and Loss Performance Data default and loss performance data √ Confirmation that the data required to be made available under Article 24(14) of Regulation (EU) 2017/2402 is available and a clear statement where the information is available to potential investors before pricing. Where the sponsor does not have access to such data, confirmation that the seller has provided access to data as specified under Article 24(14) of Regulation (EU) 2017/2402. Confirmation that the data are available and state clearly, where the information is available and that the data cover a period no shorter than five years except for trade receivables and other short-term receivables for which the historical period is no shorter than three years. Item 2.2.2 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 … STSAT39 Article 24(15) Underlying Exposure Obligations exposure obligations √ Confirmation that the pool of underlying exposures has a remaining weighted average life of no more than one year and that none of the underlying exposures has a residual maturity of more than three years. Confirmation whether the derogation regarding pools of auto loans, auto leases or equipment lease transactions applies, in accordance with the third paragraph of Article 24(15) of Regulation (EU) 2017/2402. Item 2.2.7 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 STSAT40 Article 24(15) Underlying Exposure Obligations exposure obligations √ Confirmation, where appropriate, that the underlying exposures:

• do not include loans secured by residential or commercial mortgages or fully guaranteed residential loans, as referred to in point (e) of the first subparagraph of Article 129(1) of Regulation (EU) No 575/2013 7 , as that Regulation had effect immediately before IP completion day;
• contain obligations that are contractually binding and enforceable, with full recourse to debtors with defined payment streams relating to rental, principal, interest, or related to any Item 2.2.7 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 other right to receive income from assets warranting such payments;
• does not include transferable securities as defined in point (44) of Article 4(1) of Directive 2014/65/EU point (24) of article 2(1) of Regulation (EU) No 600/20148 other than corporate bonds, that are not listed on a trading venue. …

7 Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p.1).

FCA 2020/XX Page 13 of 24 STSAT49 Article 24(20) Securitisation Participant Duties participant duties √ Confirmation that the securitisation documentation includes the contractual obligations, duties and responsibilities of the sponsor, the servicer and the trustee, if any, and other ancillary service provider. Item 3.2 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 STSAT50 Article 24(20) Servicing Continuity Provisions continuity provisions √ Confirmation that the securitisation documentation includes the processes and responsibilities necessary to ensure that a default or insolvency of the servicer does not result in a termination of servicing. Item 3.7 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 STSAT51 Article 24(20) Derivative Counterparty counterparty and account bank continuity Provisions provisions √ Confirmation that the securitisation documentation includes provisions that ensure the replacement of derivative counterparties and the account bank upon their default, insolvency and other specified events, where applicable. Item 3.8 of Annex 19 of Commission Delegated Regulation (EU) 2019/980 STSAT52 Article 24(20) Sponsor Robustness robustness √ Confirmation that the securitisation documentation includes provisions on how the sponsor meets the requirements Article 25(3) of Regulation (EU) 2017/2402. Item 3.2 of Annex 19 of Commission Delegated Regulation (EU) 2019/980

FCA 2020/XX Page 14 of 24 ANNEX III Information to be submitted to ESMA the FCA pursuant to Articles 25 and 26 of the Regulation (EU) 2017/2402 regarding ABCP programmes General information Field number Article of Regulation (EU) 2017/2402 FIELD NAME CONTENT TO BE REPORTED9 ADDITIONAL INFORMATION STSAP0 Article 27(1) First contact point Legal Entity Identifier (LEI) of the entity designated as the first contact point and name of the relevant competent authority. Item 3.2 of Annex 19 of Commission Delegated Regulation (EU) 2019/980. … STSAP3 N/A Notification identifier Where reporting an update, the unique reference number assigned by ESMA the FCA to the previously notified STS notification. N/A … STSAP5 N/A Prospectus identifier Where available, the prospectus identifier as provided by the relevant competent authority national regulator(s). N/A … STSAP8 Article 18 and 27(3) Country of establishment The country of establishment of the sponsor(s). Confirmation that the sponsor is established in the United Kingdom. Item 4.3 of Annex 9 of Commission Delegated Regulation (EU) 2019/980 … STSAP11 N/A Notification date The date of STS notification to ESMA the FCA, or if prior to IP completion day, date of notification to ESMA. N/A

9 Where appropriate, include a reference to the relevant sections of the underlying documentation where the information is available.

FCA 2020/XX Page 15 of 24 … STSAP13 Article 27(2) Authorised Third party (name) Where an authorised third-party has provided STS verification services in accordance with Article 27(2) of Regulation (EU) 2017/2402, the third party’s name and the place of establishment. N/A STSAP14 Article 27(2) [Note: empty row that serves to avoid re￾numbering of rows.] Authorised Third party Where an authorised third-party has provided STS verification services in accordance with Article 27(2) of Regulation (EU) 2017/2402, the name of the competent authority that has authorised it. N/A STSAP15 Article 27(5) STS status Notification from the sponsor that the ABCP programme is no longer to be considered as STS and the reasons for this change. A reasoned notification by the sponsor that the securitisation is no longer to be considered as STS, or that a STS notification should be revised. N/A

FCA 2020/XX Page 16 of 24 Specific information Field number Article of Regulatio n (EU) 2017/240 2 FIELD NAME CONTENT TO BE REPORTED10 ADDITIONAL INFORMATION STSAP16 Article 25(1) Sponsor to be a supervised UK credit institution √ Confirmation that the sponsor of the programme is a supervised credit institution CRR firm as defined by Article 4(1)(2A) of Regulation (EU) No 575/2013, but is not an investment firm as defined by Article 4(1)(2) of that Regulation and link to a document attesting to such status. N/A … STSAP18 Article 25(3) Demonstration to credit institution's Competent authority the PRA √ Confirmation that in respect of its role as sponsor, the credit institution does not endanger its solvency and liquidity, and a link, where available, to the document supporting it has demonstrated this position to its competent authority the PRA. N/A …

10 Where appropriate, include a reference to the relevant sections of the underlying documentation where the information is available.

FCA 2020/XX Page 17 of 24 Annex B COMMISSION IMPLEMENTING REGULATION (EU) …/... of [XXX] laying down implementing technical standards with regard to templates for the provision of information in accordance with the STS notification requirements (Text with EEA relevance) … Article 2 Entry into force … This Regulation shall be binding in its entirety and directly applicable in all Member States. …

FCA 2020/XX Page 18 of 24 ANNEX I … STS notification form for non-ABCP securitisations FIELD CODE FIELD NAME BOX TO COMPLETE FIELD FORMAT … STSS2 LEI of the originator or and sponsor or and original lender {LEI} … STSS13 Authorised third party {ALPHANUM￾100 1000} STSS14 Authorised third party (name and country of establishment) {ALPHANUM￾1000} {COUNTRYCOD E_2} STSS15 Competent authority which has authorised the third party [Note: empty row that serves to avoid re-numbering of rows.] {ALPHANUM￾100} … STSS17 Originator (or original lender) not a EU UK credit institution or a UK investment firm. {Y/N} … STSS19 Declaration that the credit-granting criteria are is subject to supervision {ALPHANUM￾1000}

FCA 2020/XX Page 19 of 24 STSS20 Underlying {ALPHANUM￾FIELD CODE FIELD NAME BOX TO COMPLETE FIELD FORMAT exposures acquired by true sale or assignment 10000} … STSS30 Originator/Lender Expertise expertise {ALPHANUM} STSS31 Defaulted Assets Transferred underlying exposures without exposures in default. {ALPHANUM} … STSS35 Mitigation of Interest interest rates (IR) and currency (FX) risks (FX) Risks {ALPHANUM￾10000} … FIELD CODE FIELD NAME BOX TO COMPLETE FIELD FORMAT … STSS51 Servicing Continuity Provisions continuity provisions {ALPHANUM￾1000} STSS52 Derivative {ALPHANUM￾FIELD CODE FIELD NAME BOX TO COMPLETE FIELD FORMAT Counterparties Continuity Provisions continuity provisions 1000} … STSS58 Historical Default and Loss Performance Data default and loss performance data {ALPHANUM￾1000}

FCA 2020/XX Page 20 of 24 … STSS61 Environmental performance/residen tial loans or car loans or leases Publication on environmental performance of underlying exposures consisting of residential loans or car loans or leases {ALPHANUM￾10000} …

FCA 2020/XX Page 21 of 24 ANNEX II … STS notification form for ABCP securitisations FIELD CODE FIELD NAME BOX TO COMPLETE FIELD FORMAT … STSAT2 LEI of the originator or and sponsor or and original lender {LEI} … STSAT8 Place of establishment {ALPHANUM￾1000} {COUNTRYCODE_2} … STSAT13 Authorised third party {ALPHANUM-100 1000} STSAT14 Authorised third party (name and country of establishment) {ALPHANUM￾1000} {COUNTRYCODE_ 2} STSAT15 Competent authority which has authorised the third party [Note: empty row that serves to avoid re￾numbering of rows.] {ALPHANUM-100} …

FCA 2020/XX Page 22 of 24 STSAT17 Originator (or original lender) not a EU UK credit institution or a UK investment firm {Y/N} … STSAT19 Declaration that credit-granting criteria are is subject to supervision {ALPHANUM￾1000} FIELD CODE FIELD NAME BOX TO COMPLETE FIELD FORMAT … STSAT31 Mitigation of Interest interest rates (IR) and currency (FX) risks (FX) Risks {ALPHANUM￾10000} … FIELD CODE FIELD NAME BOX TO COMPLETE FIELD FORMAT STSAT37 Historical Default and Loss Performance Data default and loss performance data {ALPHANUM￾1000} … STSAT39 Underlying Exposure Obligations exposure obligations {ALPHANUM￾1000} STSAT40 Underlying Exposure Obligations exposure obligations {ALPHANUM￾1000}

FCA 2020/XX Page 23 of 24 … STSAT43 No trapping of cash/enforcement cash following enforcement or acceleration {ALPHANUM￾1000} … STSAT49 Securitisation Participant Duties participant duties {ALPHANUM￾1000} STSAT50 Servicing Continuity Provisions continuity provisions {ALPHANUM￾1000} … FIELD CODE FIELD NAME BOX TO COMPLETE FIELD FORMAT STSAT52 Sponsor Robustness robustness {ALPHANUM￾1000} ANNEX III … STS notification form for ABCP Programme FIELD CODE FIELD NAME BOX TO COMPLETE FIELD FORMAT … STSAP8 Country of establishment {ALPHANUM-1000} {Y/N} …

FCA 2020/XX Page 24 of 24 STSAP13 Authorised third party (name and country of establishment) {ALPHANUM-1000} {COUNTRYCODE_2} STSAP14 Competent authority which has authorised the third party [Note: empty row that serves to avoid re￾numbering of rows.] {ALPHANUM-100} … STSAP16 Sponsor to be supervised UK credit institution {ALPHANUM-1000} … STSAP18 Demonstration to credit institution's competent authority the PRA {ALPHANUM-1000} … STSAP22 Drawn down of liquidity where liquidity facility are not renewed facility, where funding commitments of the liquidity facility are not renewed by the sponsor. {ALPHANUM-10000} …

FCA 2020/XX TECHNICAL STANDARDS (INFORMATION TO BE PROVIDED IN THE APPLICATION FOR REGISTRATION OF A SECURITISATION REPOSITORY) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“FCA”), being the appropriate regulator within the meaning of the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc) (EU Exit) Regulations 2018 (“the Regulations”), with the approval of the Treasury, makes this instrument in exercise of the powers conferred by regulation 3 of the Regulations. Pre-conditions to making B. The FCA is the appropriate regulator for the EU Regulations specified in Part 1 of the Schedule to the Regulations. C. The FCA has consulted the Prudential Regulation Authority (“PRA”) and the Bank of England as appropriate in accordance with regulation 5 of the Regulations. D. A draft of this instrument has been approved by the Treasury, the Minister considering that it makes appropriate provision to prevent, remedy or mitigate any failure of retained EU law to operate effectively, or any other deficiency in retained EU law, arising from the withdrawal of the United Kingdom from the European Union. Interpretation E. Any reference in this instrument to any EU Regulation or EU tertiary legislation (within the meaning of section 20 of the European Union (Withdrawal) Act 2018) is, unless the contrary intention appears, to be treated as a reference to that EU regulation or EU tertiary legislation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018). Modification F. Commission Delegated Regulation (EU) 2020/[xxx] of [xx] [xxx] 2020 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards specifying the details of the application for registration of a securitisation repository and the details of the simplified application for an extension of registration of a trade repository is amended in accordance with the Annex to this instrument. Commencement G. This instrument comes into force on IP completion day as defined in the European Union (Withdrawal Agreement) Act 2020.

FCA 2020/XX Page 2 of 8 Citation H. This instrument may be cited as the Technical Standards (Information to be Provided in the Application for Registration of a Securitisation Repository) Instrument 2020. By order of the Board [date]

FCA 2020/XX Page 3 of 8 In this instrument, underlining indicates new text and striking through indicates deleted text Annex COMMISSION DELEGATED REGULATION (EU) 2020/[xxx] of [xx] [xxx] 2020 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards specifying the details of the application for registration of a securitisation repository and the details of the simplified application for an extension of registration of a trade repository (Text with EEA relevance) … Article -1 Interpretation Where a term used in this Regulation is defined in Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012, that definition shall apply for the purposes of this Regulation unless the contrary intention appears. … Article 2 Identification, legal status and type of securitisation (1) An application for registration as a securitisation repository shall identify the applicant and the activities that the applicant intends to carry out for which registration as a securitisation repository is required. (2) For the purposes of paragraph 1, the application shall in particular contain the following: (a) the corporate name of the applicant, its legal address within the Union United Kingdom and the corporate name and legal address of any subsidiaries and branches of the applicant; … (f) whether the applicant is authorised or registered by a competent authority in the Member State where it is established United Kingdom and, if so, the name of the competent authority and any reference number related to the authorisation or registration; … (3) Upon request, the applicant shall provide ESMA the FCA with additional information during the examination of the application for registration where such information is

FCA 2020/XX Page 4 of 8 needed for the assessment of the applicant’s ability to comply with the applicable requirements of Regulation (EU) 2017/2402 and for ESMA the FCA to duly interpret and analyse the documentation to be submitted or already submitted. (4) Where an applicant considers that a requirement of this Regulation is not applicable to it, it shall clearly indicate that requirement in its application and explain why that requirement does not apply. … Article 9 Policies and procedures Policies and procedures that are to be provided as part of an application for registration as a securitisation repository shall contain the following: … (e) a description of the procedure for reporting to ESMA the FCA any material breach of the policies or procedures which may result in a breach of the conditions for registration; (f) a description of the arrangements for notifying ESMA the FCA promptly of any planned material changes to the applicant’s information technology systems, prior to their implementation. … Article 13 Financial reports and business plans (1) An application for registration as a securitisation repository shall contain the following financial information: (a) a complete set of financial statements of the applicant, prepared in conformity with either of the following: (i) UK-adopted international standards adopted in accordance with Article 3 of Regulation (EC) No 1606/2002 of the European Parliament and of the Council as defined in section 474(1) of the Companies Act 2006; (ii) national accounting standards of the Member State in which the applicant is established, as required by Directive 2013/34/EU of the European Parliament and of the Council UK accounting standards as defined by section 464 of the Companies Act 2006; (b) where the financial statements of the applicant are subject to statutory audit within the meaning given in Article 2(1) of Directive 2006/13/EC of the European Parliament and of the Council an audit of annual accounts or consolidated accounts insofar as required by United Kingdom law, the

FCA 2020/XX Page 5 of 8 financial statements shall contain the audit report on the annual and consolidated financial statements; (c) where the applicant is audited, the name and the national registration number of the external auditor. (2) Where the financial information referred to in paragraph 1 is not available, an application for registration as a securitisation repository shall contain the following information about the applicant: (a) a pro-forma statement demonstrating proper resources and expected business status in the six months following registration as a securitisation repository; (b) an interim financial report where the financial statements are not yet available for the period of time required under the acts specified in paragraph 1; (c) a statement of financial position, such as a balance sheet, income statement, changes in equity and of cash flows, a summary of accounting policies and other explanatory notes required under the acts specified in paragraph 1. (3) An application for registration as a securitisation repository shall contain a financial business plan, containing different business scenarios for the provision of core securitisation services over a minimum three-year reference period and including the following information for each scenario: (a) … (viii) any ancillary non-securitisation services, whether or not provided in the Union United Kingdom, that are subject to registration and to supervision by a public authority; (b) the number of securitisation transactions that the applicant expects to be made available to users listed in Article 17(1) of Regulation (EU) 2017/2402; (c) the fixed and variable costs for providing core securitisation services. The different business scenarios identified in the financial business plan shall include a base revenue scenario, positive and negative variations of at least 20% from that base revenue scenario, and positive and negative variations of at least 20% from the base expected number of securitisation transactions identified in the financial business plan. (4) … (5) An application for registration as a securitisation repository shall contain the following information about the applicant: (a) an a description of any future plans for the establishment of subsidiaries and the location of those subsidiaries; (b) a description of planned business activities, including business activities of any subsidiaries or branches. Article 14 Information technology resources An application for registration as a securitisation repository shall contain the following information about information technology resources:

FCA 2020/XX Page 6 of 8 (a) … (e) a document describing in detail how the applicant has implemented the reporting templates, via an Extensible Markup Language (XML) schema, set out in the Annexes to Commission Implementing Regulation (EU) …/… [Commission Implementing Regulation (EU) …/… laying down implementing technical standards with regard to the format and standardised templates for making available the information and details of a securitisation by the originator, sponsor and SSPE], the Annexes to Implementing Regulation (EU) …/… [Commission Implementing Regulation (EU) …/… laying down implementing technical standards with regard to templates for the provision of information in accordance with the STS notification requirements] and any additional XML messages, using the specifications made available by ESMA the FCA; (f) … … Article 17 Senior management and members of the board An application for registration as a securitisation repository shall contain the following information in respect of each member of the senior management: (a) … (i) … … (c) details regarding any criminal convictions in connection with the provision of financial or data services or in relation to acts of fraud or embezzlement, in particular in the form of an official certificate, if available within the relevant Member State; … … Article 20 Operational risk (1) An application for registration as a securitisation repository shall contain: … (f) a description of the applicant’s arrangements for publishing on its website and promptly informing ESMA the FCA and other users of any service interruptions or connection disruptions as well as the time estimated to be needed to resume regular service; (g) a description of the applicant's arrangements permitting its staff to continuously monitor in real-time the performance of its information technology systems.

FCA 2020/XX Page 7 of 8 (2) … … Article 22 Security (1) An application for registration as a securitisation repository shall contain proof of the following: (a) that its information technology systems are protected from misuse or unauthorised access; (b) that its information systems as defined in Article 2(a) of Directive 2013/40/EU of the European Parliament and of the Council are protected against attacks; ‘information systems’ means a device or group of interconnected or related devices, one or more of which, pursuant to a programme, automatically processes computer data, as well as computer data stored, process, retrieved or transmitted by that device or group of devices for the purpose of its or their operation, use, protection and maintenance; (c) that unauthorised disclosure of confidential information is prevented; (d) that the security and integrity of the information received by it under Regulation (EU) 2017/2402 is ensured. (2) … (3) With respect to breaches in the physical and electronic security measures referred to in paragraphs 1 and 2, the application shall contain proof that the applicant has arrangements in place to do the following in a prompt and timely manner: (a) to notify ESMA the FCA of the incident giving rise to the breach; (b) to provide ESMA the FCA with an incident report, indicating the nature and details of the incident, the measures adopted to cope with the incident and the initiatives taken to prevent similar incidents; (c) to notify its users of the incident where they have been affected by the breach. … … Article 25 Confidentiality … (3) Applicants shall provide ESMA the FCA with information on the processes to keep a log identifying each staff member accessing the information maintained by the applicant, the time of access, the nature of the information accessed and the purpose. … Article 27

FCA 2020/XX Page 8 of 8 Payment of fees An application for registration as a securitisation repository shall contain proof of payment of the registration fees referred to in Article 16 of Regulation (EU) 2017/2402 the Fees manual (FEES) of the Handbook of Rules and Guidance published by the FCA. Article 28 Verification of the accuracy and completeness of the application (1) Any information submitted to ESMA the FCA during the registration process shall be accompanied by a letter signed by a member of the board of the applicant and a member of the applicant’s senior management, attesting that the information submitted is accurate and complete to the best of their knowledge, as of the date of submission. (2) … Article 29 Information requirements for a registered trade repository seeking to provide core securitisation services (1) … (2) Information and documentation required by any provisions of this Regulation that are not covered by paragraph 1 shall be included in an application only insofar as there is a difference in the content of that particular information or documentation as at the time when the application is made, compared with the content as last provided to ESMA the FCA most recently prior to that time under Chapter 1 of Title VI of Regulation (EU) No 648/2012 or Chapter III of Regulation (EU) 2015/2365, as applicable. (3) … Article 30 Entry into force This Regulation shall enter into force on the twentieth day following its publication in the Official Journal of the European Union. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, 29.11.2019 For the Commission The President Jean-Claude JUNCKER

FCA 2020/XX TECHNICAL STANDARDS (SECURITISATION REPOSITORY OPERATIONAL STANDARDS FOR DATA COLLECTION, AGGREGATION, COMPARISON, ACCESS AND VERIFICATION OF COMPLETENESS AND CONSISTENCY) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“FCA”), being the appropriate regulator within the meaning of the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc) (EU Exit) Regulations 2018 (“the Regulations”), with the approval of the Treasury, makes this instrument in exercise of the powers conferred by regulation 3 of the Regulations. Pre-conditions to making B. The FCA is the appropriate regulator for the EU Regulations specified in Part 1 of the Schedule to the Regulations. C. The FCA has consulted the Prudential Regulation Authority (“PRA”) and the Bank of England as appropriate in accordance with regulation 5 of the Regulations. D. A draft of this instrument has been approved by the Treasury, the Minister considering that it makes appropriate provision to prevent, remedy or mitigate any failure of retained EU law to operate effectively, or any other deficiency in retained EU law, arising from the withdrawal of the United Kingdom from the European Union. Interpretation E. Any reference in this instrument to any EU Regulation or EU tertiary legislation (within the meaning of section 20 of the European Union (Withdrawal) Act 2018) is, unless the contrary intention appears, to be treated as a reference to that EU regulation or EU tertiary legislation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018). Modification F. Commission Delegated Regulation (EU) 2020/[xxx] of [xx] [xxx] 2020 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards on securitisation repository operational standards for data collection, aggregation, comparison, access and verification of completeness and consistency is amended in accordance with the Annex to this instrument. Commencement G. This instrument comes into force on IP completion day as defined in the European Union (Withdrawal Agreement) Act 2020.

FCA 2020/XX Page 2 of 5 Citation H. This instrument may be cited as the Technical Standards (Securitisation Repository Operational Standards for Data Collection, Aggregation, Comparison, Access and Verification of Completeness and Consistency) Instrument 2020. By order of the Board [date]

FCA 2020/XX Page 3 of 5 In this instrument, underlining indicates new text and striking through indicates deleted text Annex COMMISSION DELEGATED REGULATION (EU) 2020/[xxx] of [xx] [xxx] 2020 supplementing Regulation (EU) 2017/2402 of the European Parliament and of the Council with regard to regulatory technical standards on securitisation repository operational standards for data collection, aggregation, comparison, access and verification of completeness and consistency (Text with EEA relevance) … Article -1 Interpretation Where a term used in this Regulation is defined in Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012, that definition shall apply for the purposes of this Regulation unless the contrary intention appears. … Article 2 End-of-day report

1. Securitisation repositories shall produce, on a daily basis, a single aggregate end-of￾day report for all securitisations reported to them, excluding any reported securitisation that has been rejected in accordance with Article 4(6). That report shall be based on the most recent reported information, shall exclude any reported securitisation that has been rejected in accordance with Article 4(6) and shall include at least the following information: … (c) the sum of current principal balances of all tranches, bonds or subordinated loans of the securitisation, in EUR GBP, using the exchange rates published on the website of the European Central Bank Bank of England for the previous working day; … …

FCA 2020/XX Page 4 of 5 … Article 9 Entry into force This Regulation shall enter into force on the twentieth day following its publication in the Official Journal of the European Union. This Regulation shall be binding in its entirety and directly applicable in all Member States. Done at Brussels, 29.11.2019

FCA 2020/XX Page 5 of 5 ANNEX …

FCA 2020/XX TECHNICAL STANDARDS (SUPPLEMENTING EMIR WITH REGARD TO THE CLEARING OBLIGATION) (EU EXIT) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“the FCA”), being an appropriate regulator within the meaning of the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018 (“the Regulations”), with the approval of the Treasury, makes this instrument in exercise of the powers conferred by regulation 3 of the Regulations. Pre-conditions to making B. The FCA is the appropriate regulator for the EU Regulations specified in Part 1 of the Schedule to the Regulations. C. The FCA has consulted the Prudential Regulation Authority and the Bank of England as appropriate in accordance with regulation 5 of the Regulations. D. A draft of this instrument has been approved by the Treasury, the Minister considering that it makes appropriate provision to prevent, remedy or mitigate any failure of retained EU law to operate effectively, or any other deficiency in retained EU law, arising from the withdrawal of the United Kingdom from the European Union. Interpretation E. Any reference in this instrument to any EU Regulation or EU tertiary legislation (within the meaning of section 20 of the European Union (Withdrawal) Act 2018) is, unless the contrary intention appears, to be treated as a reference to that EU regulation or EU tertiary legislation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Modifications F. Commission Delegated Regulation (EU) 2020/447 of 16 December 2019 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council with regard to regulatory technical standards on the specification of criteria for establishing the arrangements to adequately mitigate counterparty credit risk associated with covered bonds and securitisations, and amending Delegated Regulations (EU) 2015/2205 and (EU) 2016/1178 is amended in accordance with the Annex to this instrument. Commencement G. This instrument comes into force on IP completion day as defined in the European Union (Withdrawal Agreement) Act 2020. Citation H. This instrument may be cited as the Technical Standards (Supplementing EMIR with regard to the Clearing Obligation) (EU Exit) Instrument 2020.

FCA 2020/XX Page 2 of 3 By order of the Board [date]

FCA 2020/XX Page 3 of 3 In this instrument, underlining indicates new text and striking through indicates deleted text. Annex COMMISSION DELEGATED REGULATION (EU) 2020/447 of 16 December 2019 supplementing Regulation (EU) No 648/2012 of the European Parliament and of the Council with regard to regulatory technical standards on the specification of criteria for establishing the arrangements to adequately mitigate counterparty credit risk associated with covered bonds and securitisations, and amending Delegated Regulations (EU) 2015/2205 and (EU) 2016/1178 (Text with EEA relevance) … Article 1 Criteria to determine which arrangements under covered bonds mitigate counterparty credit risk Arrangements under covered bonds shall be considered to adequately mitigate counterparty credit risk, where OTC derivative contracts concluded by covered bond entities in connection with covered bonds comply with all of the following criteria: (a) those contracts are registered or recorded in the cover pool of the covered bond in accordance with national UK legislation on covered bonds; (b) those contracts are not terminated in case of resolution or insolvency of the covered bond issuer or the cover pool; (c) the counterparty to the OTC derivative contract concluded with covered bond issuers or with cover pools for covered bonds ranks at least pari passu with the covered bond holders, except where the counterparty to the OTC derivative contract concluded with covered bond issuers or with cover pools for covered bonds is the defaulting or the affected party, or waives the pari passu rank; (d) the covered bond is subject to a regulatory collateralisation requirement of at least 102 %. … Article 5 Entry into force … This Regulation shall be binding in its entirety and directly applicable in all Member States. …

FCA 2020/XX FINANCIAL CONDUCT AUTHORITY TECHNICAL STANDARDS (CAPITAL REQUIREMENTS DIRECTIVE AND REGULATION) (EU EXIT) (No 2) INSTRUMENT 2020 Powers exercised A. The Financial Conduct Authority (“the FCA”), being the appropriate regulator within the meaning of the Financial Regulators’ Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018 (the “Regulations”), having carried out the consultations required by regulation 5 of the Regulations and with the approval of the Treasury, makes this instrument in exercise of the powers conferred by regulation 3 of the Regulations. Historic division B. The Capital Requirements EU Regulations, as they have effect in domestic law by virtue of section 3 of the Act, were each divided into two identical versions of the same, headed “Part 1 (FCA)” and “Part 2 (PRA)” respectively, by the Technical Standards (Capital Requirements) (EU Exit) (No. 3) Instrument 2019 made by the PRA on 9 April 2019. Pre-conditions to making C. As a result of the division in paragraph B, the FCA is the appropriate regulator in relation to Part 1 (FCA) of each of the Capital Requirements EU Regulations. D. The FCA proposes to exercise the power in regulation 3 of the Regulations to modify Part 1 (FCA) of each the Capital Requirements EU Regulations. E. The FCA has consulted the PRA on the modifications contained in this instrument in accordance with regulation 5 of the Regulations. F. A draft of this instrument has been approved by the Treasury, the Minister considering that it makes appropriate provision to prevent, remedy or mitigate any failure of retained EU law to operate effectively, or any other deficiency in retained EU law, arising from the withdrawal of the United Kingdom from the European Union. Interpretation G. In this instrument – (1) “the Act” means the European Union (Withdrawal) Act 2018; (2) “the Capital Requirements EU Regulations” means each of the following EU regulations, as they have effect in domestic law by virtue of section 3 of the Act: (a) Commission Implementing Regulation (EU) 680/2014 of 16 April 2014 laying down implementing technical standards with regard to

FCA 2020/XX Page 2 of 13 supervisory reporting of institutions according to Regulation (EU) No 575/2013 of the European Parliament and of the Council; (b) Commission Implementing Regulation (EU) 2016/1646 of 13 September 2016 laying down implementing technical standards with regard to main indices and recognised exchanges in accordance with Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms; (c) Commission Implementing Regulation (EU) 2016/1799 of 7 October 2016 laying down implementing technical standards with regard to the mapping of credit assessments of external credit assessment institutions for credit risk in accordance with Articles 136(1) and 136(3) of Regulation (EU) No 575/2013 of the European Parliament and of the Council; and (d) Commission Implementing Regulation (EU) 2016/1801 of 11 October 2016 on laying down implementing technical standards with regard to the mapping of credit assessments of external credit assessment institutions for securitisation in accordance with Regulation (EU) No 575/2013 of the European Parliament and of the Council; (3) “IP completion day” has the meaning given in the European Union (Withdrawal Agreement) Act 2020; and (4) “the PRA” means the Prudential Regulation Authority. Amendment of earlier instrument H. Annex A of this instrument amends the Financial Conduct Authority Technical Standards (Capital Requirements Directive and Regulation) (EU Exit) Instrument 2019. Modifications to Part 1 (FCA) of the Capital Requirements EU Regulations I. The FCA amends Part 1 (FCA) of each of the Capital Requirements EU Regulations in accordance with Annexes B to E of this instrument. (1) (2) Commission Implementing Regulation (EU) 2016/1799 of 7 October 2016 laying down implementing technical standards with regard to the mapping of credit assessments of external credit assessment institutions for credit risk in accordance with Articles 136(1) and 136(3) of Regulation (EU) No 575/2013 of the European Parliament and of the Council Annex B Commission Implementing Regulation (EU) 2016/1801 of 11 October 2016 on laying down implementing technical standards with regard to the mapping of credit assessments of external credit assessment institutions for securitisation in accordance with Regulation (EU) No 575/2013 of the European Parliament and of the Council Annex C Commission Implementing Regulation (EU) 2016/1646 of 13 September 2016 laying down implementing technical standards Annex D

FCA 2020/XX Page 3 of 13 with regard to main indices and recognised exchanges in accordance with Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms Commission Implementing Regulation (EU) 680/2014 of 16 April 2014 laying down implementing technical standards with regard to supervisory reporting of institutions according to Regulation (EU) No 575/2013 of the European Parliament and of the Council Annex E Commencement J. Paragraph H of this instrument comes into force on the day after the day on which this instrument is made. K. The remainder of this instrument comes into force on IP completion day immediately after the Financial Conduct Authority Technical Standards (Capital Requirements Directive and Regulation) (EU Exit) Instrument 2019 comes into force. Citation L. This instrument may be cited as the Financial Conduct Authority Technical Standards (Capital Requirements Directive and Regulation) (EU Exit) (No 2) Instrument 2020. By order of the Board [date]

FCA 2020/XX Page 4 of 13 In this instrument, underlining indicates new text and striking through indicates deleted text. Annex A Amendment of the Financial Conduct Authority Technical Standards (Capital Requirements Directive and Regulation) (EU Exit) Instrument 2019 Paragraph F of the Financial Conduct Authority Technical Standards (Capital Requirements Directive and Regulation) (EU Exit) Instrument 2019 is amended as follows: F. In this instrument – (1) “the Capital Requirements EU Regulations” means the EU Regulations specified in Part 4 of the Schedule to the Regulations under the headings “Capital Requirements Directive” and “Capital Requirements Regulation”, which are modified by the Technical Standards (Capital Requirements) (EU Exit) (No.3) Instrument 2019, except for the Securitisation ECAI Mapping EU Regulation. (2) “the Securitisation ECAI Mapping EU Regulation” means Commission Implementing Regulation (EU) 2016/1801 of 11 October 2016 on laying down implementing technical standards with regard to the mapping of credit assessments of external credit assessment institutions for securitisation in accordance with Regulation (EU) No 575/2013 of the European Parliament and of the Council.

FCA 2020/XX Page 5 of 13 Annex B COMMISSION IMPLEMENTING REGULATION (EU) 2016/1799 of 7 October 2016 laying down implementing technical standards with regard to the mapping of credit assessments of external credit assessment institutions for credit risk in accordance with Articles 136(1) and 136(3) of Regulation (EU) No 575/2013 of the European Parliament and of the Council (Text with EEA relevance) … ANNEX III Mapping tables for the purposes of Article 16 … ARC Ratings S.A. and ARC Ratings (UK) Limited … Kroll Bond Rating Agency Europe and Kroll Bond Rating Agency UK Limited … Scope Ratings GmbH and Scope Ratings UK Limited … S&P Global Ratings Europe Limited and S&P Global Ratings UK Limited …

FCA 2020/XX Page 6 of 13 Annex C COMMISSION IMPLEMENTING REGULATION (EU) 2016/1801 of 11 October 2016 on laying down implementing technical standards with regard to the mapping of credit assessments of external credit assessment institutions for securitisation in accordance with Regulation (EU) No 575/2013 of the European Parliament and of the Council (Text with EEA relevance) … Article 1 Mapping tables under the standardised approach The correspondence of the rating categories of each ECAI for securitisation positions subject to the standardised approach with the credit quality steps under the standardised approach set out in Table 1 of Article 251 of Regulation (EU) No 575/2013 (in the version of that Regulation applicable on 31 December 2018, together with any amendments made to such provision by the Capital Requirements (Amendment) (EU Exit) Regulations 2018) is that set out in Annex I to this Regulation. Article 2 Mapping tables under the ratings-based method The correspondence of the rating categories of each ECAI for securitisation positions subject to the IRB approach with the credit quality steps set out in Table 4 of Article 261(1) of Regulation (EU) No 575/2013 (in the version applicable on 31 December 2018, together with any amendments made to such provision by the Capital Requirements (Amendment) (EU Exit) Regulations 2018) is that set out in Annex II to this Regulation. … ANNEX I Mapping table under the standardised approach as referred to in Article 1 … ARC Ratings SA and ARC Ratings (UK) Limited … Scope Rating AG and Scope Ratings UK Limited …

FCA 2020/XX Page 7 of 13 ANNEX II Mapping table under the ratings-based method as referred to in Article 2 … ARC Ratings SA and ARC Ratings (UK) Limited … Scope Rating AG and Scope Ratings UK Limited …

FCA 2020/XX Page 8 of 13 Annex D COMMISSION IMPLEMENTING REGULATION (EU) 2016/1646 of 13 September 2016 laying down implementing technical standards with regard to main indices and recognised exchanges in accordance with Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms (Text with EEA relevance) … ANNEX II RECOGNISED EXCHANGES SPECIFIED UNDER ARTICLE 197 OF REGULATION (EU) No 575/2013 Table 1 Recognised exchanges on which contracts listed in Annex II of Regulation (EU) No 575/2013 are not traded Regulated market MIC EURONEXT PARIS XPAR BOERSE BERLIN (REGULIERTER MARKT) BERA BOERSE BERLIN (BERLIN SECOND REGULATED MARKET) BERC BOERSE DUESSELDORF (REGULIERTER MARKT) DUSA BOERSE DUESSELDORF — QUOTRIX (REGULIERTER MARKT) DUSC BOERSE BERLIN EQUIDUCT TRADING (REGULIERTER MARKT) EQTA BOERSE BERLIN EQUIDUCT TRADING (BERLIN SECOND REGULATED MARKET) EQTB HANSEATISCHE WERTPAPIERBOERSE HAMBURG (REGULIERTER MARKT) HAMA NIEDERSAECHSISCHE BOERSE ZU HANNOVER (REGULIERTER MARKT) HANA BOERSE MUENCHEN (REGULIERTER MARKT) MUNA

FCA 2020/XX Page 9 of 13 BOERSE MUENCHEN — MARKET MAKER MUNICH (REGULIERTER MARKT) MUNC BADEN-WUERTTEMBERGISCHE WERTPAPIERBOERSE (REGULIERTER MARKT) STUA FRANKFURTER WERTPAPIERBOERSE (REGULIERTER MARKT) FRAA, XETA TRADEGATE EXCHANGE (REGULIERTER MARKT) XGRM IRISH STOCK EXCHANGE — MAIN SECURITIES MARKET XDUB EURONEXT LISBON XLIS BOLSA DE BARCELONA XBAR, XMCE BOLSA DE BILBAO XBIL, XMCE BOLSA DE MADRID XMAD, XMCE, MERF BOLSA DE VALENCIA XVAL, XMCE BONDVISION MARKET BOND ELECTRONIC OPEN-END FUNDS AND ETC MARKET ETFP MARKET FOR INVESTMENT VEHICLES (MIV) MIVX ELECTRONIC BOND MARKET MOTX ELECTRONIC SHARE MARKET MTAA MTS GOVERNMENT MARKET MTSC MTS CORPORATE MARKET MTSM SECURITISED DERIVATIVES MARKET SEDX MERCADO DE DEUDA PUBLICA EN ANOTACIONES XDPA AIAF — MERCADO DE RENTA FIJA XDRF, SEND BOURSE DE LUXEMBOURG XLUX CYPRUS STOCK EXCHANGE XCYS SPOT REGULATED MARKET — BMFMS SBMF

FCA 2020/XX Page 10 of 13 SPOT REGULATED MARKET — BVB XBSE RM-SYSTEM CZECH STOCK EXCHANGE XRMZ PRAGUE STOCK EXCHANGE XPRA BATS EUROPE REGULATED MARKET BATE, CHIX ISDX MAIN BOARD ISDX EURONEXT LONDON XLDN LONDON STOCK EXCHANGE — REGULATED MARKET XLON NASDAQ RIGA XRIS NASDAQ STOCKHOLM XSTO NORDIC GROWTH MARKET NGM XNGM NASDAQ COPENHAGEN XCSE OSLO AXESS XOAS OSLO BØRS XOSL NASDAQ TALLINN XTAL NASDAQ HELSINKI XHEL VIENNA STOCKEXCHANGE OFFICIAL MARKET (AMTLICHER HANDEL) WBAH VIENNA STOCKEXCHANGE SECOND REGULATED MARKET (GEREGELTER FREIVERKEHR) WBGF BULGARIAN STOCK EXCHANGE — SOFIA JSC XBUL NASDAQ ICELAND XICE BUDAPEST STOCK EXCHANGE XBUD BRATISLAVA STOCK EXCHANGE XBRA NASDAQ VILNIUS XLIT EURONEXT BRUSSELS XBRU ZAGREB STOCK EXCHANGE XZAG ELECTRONIC SECONDARY SECURITIES MARKET HDAT

FCA 2020/XX Page 11 of 13 ATHENS EXCHANGE SECURITIES MARKET XATH EUROPEAN WHOLESALE SECURITIES MARKET EWSM MALTA STOCK EXCHANGE XMAL EURONEXT AMSTERDAM XAMS BONDSPOT SECURITIES MARKET RPWC WARSAW STOCK EXCHANGE XWAR,WBON, WETP LJUBLJANA STOCK EXCHANGE OFFICIAL MARKET XLJU GIBRALTAR STOCK EXCHANGE GSXL Table 2 Recognised exchanges on which contracts listed in Annex II of Regulation (EU) No 575/2013 are traded Regulated market MIC MATIF XMAT MONEP XMON POWERNEXT DERIVATIVES XPOW EUROPEAN ENERGY EXCHANGE XEEE EUREX DEUTSCHLAND XEUR MERCADO DE FUTUROS E OPCOES MFOX MERCADO REGULAMENTADO DE DERIVADOS DO MIBEL OMIP MEFF EXCHANGE XMRV, XMPW MERCADO DE FUTUROS DE ACEITE DE OLIVA — SA XSRM DERIVATIVES REGULATED MARKET — BMFMS BMFM POWER EXCHANGE CENTRAL EUROPE XPXE CME EUROPE LIMITED CMED

FCA 2020/XX Page 12 of 13 ICE FUTURES EUROPE — ENERGY PRODUCTS DIVISION IFEU ICE FUTURES EUROPE — FINANCIAL PRODUCTS DIVISION IFLL ICE FUTURES EUROPE — EQUITY PRODUCTS DIVISION IFLO ICE FUTURES EUROPE — AGRICULTURAL PRODUCTS DIVISION IFLX THE LONDON INTERNATIONAL FINANCIAL FUTURES AND OPTIONS EXCHANGES (LIFFE) XLIF THE LONDON METAL EXCHANGE XLME LONDON STOCK EXCHANGE DERIVATIVES MARKET XLOD ITALIAN DERIVATIVES MARKET XDMI NASDAQ STOCKHOLM XSTO FISH POOL FISH NOREXECO NEXO NASDAQ OSLO NORX OSLO BØRS XOSL EURONEXT BRUSSELS DERIVATIVES XBRD ATHENS EXCHANGE DERIVATIVES MARKET XADE VIENNA STOCKEXCHANGE OFFICIAL MARKET (AMTLICHER HANDEL) WBAH BUDAPEST STOCK EXCHANGE XBUD ICE ENDEX DERIVATIVES NDEX EURONEXT EQF — EQUITIES AND INDICES DERIVATIVES XEUE WARSAW STOCK EXCHANGE/COMMODITIES/POLISH POWER EXCHANGE/COMMODITY DERIVATIVES PLPD

FCA 2020/XX Page 13 of 13 Annex E COMMISSION IMPLEMENTING REGULATION (EU) No 680/2014 of 16 April 2014 laying down implementing technical standards with regard to supervisory reporting of institutions according to Regulation (EU) No 575/2013 of the European Parliament and of the Council (Text with EEA relevance) … Article 5 Format and frequency of reporting on own funds and on own funds requirements for institutions on an individual basis, except for investment firms subject to article 95 and 96 of Regulation (EU) No 575/2013 In order to report information on own funds and on own funds requirements according to Article 99 of Regulation (EU) No 575/2013 on an individual basis, institutions shall submit all the information listed in paragraphs (a) and (b). … (b) Institutions shall submit the following information with a semi-annual frequency: (1) the information on all securitisation exposures as specified in templates 14 and 14.01 of Annex I, in accordance with the instructions in point 3.9 of Part II of Annex II; Institutions shall be exempted from submitting those securitisation details where they are part of a group in the same country in which they and are subject to own funds requirements in the United Kingdom on a consolidated basis; …

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