Instruction COSOB No. 03-03 of December 21, 2003, on the Model Account Opening Agreement Between Authorized Account-Keeping and Custody Service Providers and Their Clients

Instruction COSOB No. 03-03 of December 21, 2003, on the Model Account Opening Agreement Concluded Between Authorized Account-Keeping and Custody Service Providers and Their Clients

Article 1. — In application of COSOB Regulation No. 03-02 of March 18, 2003, relating to the keeping of accounts for securities custody, particularly its Article 9, this instruction aims to define a model account opening agreement governing the relationship between authorized securities account-keeping and custody service providers and their clients.

Art. 2. — The account opening agreement must include the clauses defined by the regulation cited in the previous article and all other stipulations to the convenience of the parties. A copy of the agreement is handed over, upon signature, to each account holder.

Art. 3. — The model account opening agreement is annexed to this instruction and forms an integral part of it.

Art. 4. — This instruction enters into force on the date of its signature.

Done in Algiers, on December 21, 2003 The President Ali SADMI COSOB Regulation Instruction No. 03-03

MODEL OF ACCOUNT OPENING AGREEMENT

BETWEEN THE UNDERSIGNED:

• _______________, authorized account-keeping and custody service provider by COSOB under No. ____________, and member of Algérie Clearing under number ____________, represented by ____________________, having the necessary powers for the purpose of the present agreement. Hereinafter referred to as: "the service provider account-keeping and custody provider" On the one hand

and

• Names, first names, domicile, and national identity card number for natural persons, or if applicable, the name(s) of the natural person(s) authorized to act on behalf of said legal entity;
• Corporate name, share capital, registered office, first names, and last name of the social manager(s) authorized to bind the company. Hereinafter referred to as "the client"

On the other hand

It has been agreed and settled as follows

COSOB Regulation Instruction No. 03-03

Preamble The purpose of this account opening agreement is to govern the account relationship between …………(name of the service provider account-keeping and custody provider) and the holder(s) designated on the application for opening a securities account related to the operation of the account. It constitutes the general contractual framework for account-keeping and custody services, order reception and transmission on behalf of third parties, and order execution on behalf of third parties.

The two parties undertake to respect the provisions of this agreement and to execute the obligations arising from it with diligence. This agreement does not constitute a management mandate.

Article 1 . — Opening of the securities account ……………service provider account-keeping and custody provider opens, at the request of the client and in their name, a securities account, associated with a demand cash account to…………………………(name or identity of the client), the account bearing No. …………………… and shall be governed by the general provisions of this agreement.

Art. 2. — Transmission of Orders The service provider account-keeping and custody provider ensures operations on securities, Treasury bills, and financial products not admitted to the stock exchange. Orders are transmitted by all means at the convenience of the holder (the latter may eventually specify in the agreement the means of transmission chosen). The service provider account-keeping and custody provider has the option to require at any time the transmission of orders in writing. The order must indicate:

• The direction of the operation (purchase or sale);
• The designation or precise characteristics of the security on which the negotiation bears;
• The number of securities to be negotiated;
• The validity of the order;
• An indication or limit of price; and generally all indications necessary for the proper execution of the order. Accepted orders are those admitted by market regulations.

Art. 3. — Obligations of the service provider account-keeping and custody provider The service provider account-keeping and custody provider undertakes to exercise its activity with diligence and loyalty, ensuring the primacy of client interests and respecting, under all circumstances, the obligations established by COSOB Regulation No. 03-02 of March 18, 2003, relating to the keeping of accounts for securities custody.

Art. 4. — Obligations of the client

• The client respects the agreed modalities regarding the transmission of settlement/delivery instructions.
• The client provides the service provider account-keeping and custody provider with the necessary proof for the calculation of taxes withheld at source, particularly in cases where the securities were not acquired from said establishment.
• In the case where the client decides to sell their rights through another account-keeping and custody provider and/or intermediary, they must notify their service provider account-keeping and custody provider at least five business days before the deadline for exercising the right.
• The client undertakes to immediately inform the service provider account-keeping and custody provider in the event of a change in the data contained in their file, particularly those affecting their address, legal capacity, and the powers of the person(s) authorized to move the account, if applicable.

Art. 5. — Powers of persons authorized to move the account

• When the client entrusts the management of their portfolio to a third party under a mandate, they provide the service provider account-keeping and custody provider with a certificate signed by themselves and their representative, stating the existence of the management mandate.
• When the client grants power of attorney to a third party to place orders, in their name, to the debit or credit of their securities and cash accounts, they submit to the authorized account-keeping and custody provider an original or certified true copy of the document stating said power of attorney.
• In the cases provided for in the preceding paragraphs, documents attesting to the delegation of powers of the representative and a specimen of their signature must be deposited with the service provider account-keeping and custody provider.
• Any change affecting the terms of said delegation of powers must be immediately communicated to the service provider account-keeping and custody provider.

Art. 6. — Coverage The client ensures the availability of securities and/or cash in their account prior to transmitting any purchase or sale instruction. Securities accounts can only function on a credit basis and can never be in debit. To this end, the client undertakes to fulfill and respect the following obligations:

• Cash Provision: The client undertakes to fund their cash account with the necessary provision for the execution of any operation, prior to placing the order.
• Securities Provision: The client undertakes to fund their securities account with the necessary provision for the execution of any operation, prior to placing the orders. The existence of the securities provision is understood in the sense of 'established right'.

Art. 7. — Information of the client by the service provider account-keeping and custody provider The service provider account-keeping and custody provider informs the client of operations carried out on their behalf by sending them:

• A monthly statement of the cash account if it is active;
• A quarterly portfolio statement, no later than 15 (fifteen) calendar days from the end of the quarter. The securities statement is valued at the last quoted price of the period considered. For each operation affecting the account status, execution notices are sent to the holder. The execution notice relating to the executed operation includes the following details:
• The designation of the security;
• The number of securities;
• The direction of the operation (purchase or sale);
• The unit price;
• The gross amount of the operation;
• Brokerage and other fees;
• The net amount of the operation;
• The date of the operation;
• The settlement and delivery date. Through these details, the holder acknowledges having taken note of the execution conditions of each operation affecting their account. The service provider account-keeping and custody provider informs the holder, by sending an operation notice on securities, of operations on securities for which they are the depositary and for which the holder is likely to exercise a right. The operation notice on securities includes the following elements:
• The description of the operation,
• The effective date and the deadline for exercising the right,
• The number of securities held by the holder,
• The corresponding rights,
• The deadlines set by the issuer,
• The reply slip to be returned to the service provider account-keeping and custody provider, and
• The decision that will be taken by the service provider account-keeping and custody provider in the absence of instructions from the holder within the required deadlines.

Art. 8. — Remuneration of the service provider account-keeping and custody provider The services provided by the service provider account-keeping and custody provider to the holder will be billed according to the tariff schedule attached as an annex to this agreement. Any modification of this schedule must be brought to the knowledge of the holder seven (07) calendar days before its entry into effect. The holder accepts the terms of these tariff conditions and undertakes to bear the commissions and fees that will be applicable.

Art. 9. — Claims and Disputes

• Disputes reach the service provider account-keeping and custody provider by all means at the convenience of both parties (to be specified).
• The client is prohibited from contesting any operation carried out at the initiative of one of their legal representatives whose cessation of functions has not been notified to the service provider account-keeping and custody provider.
• If the client does not receive their debit or credit notice eight (08) calendar days from the transmission of their instruction to the service provider account-keeping and custody provider, they are required to make a claim with their provider. The client has five (5) calendar days, from the receipt of the confirmation notice (the postmark serving as proof for mailings), to make any contestation related to the executed instruction.
• If the client does not receive their cash statement eight (08) calendar days from the end of the month or their securities statement fifteen (15) calendar days from the close of the quarter, they are required to make a claim with the service provider account-keeping and custody provider. The client has eight (08) calendar days, from the receipt of the statement (the postmark serving as proof for mailings), to make any claim regarding the conformity of this statement with the previously received debit and credit notices.

Art. 10. — Termination of the Agreement and Closure of the Account This agreement is concluded for an indefinite duration. It may be terminated at any time by either party by registered letter with acknowledgment of receipt. For natural persons, the closure of the securities account can only be performed by the holder. Termination entails the closure of the account it governs under common law conditions unless said account gives rise to the immediate establishment of a new agreement. Any instruction transmitted before the date of termination will be executed under the conditions of this agreement, unless otherwise agreed by both parties. When the account has been closed, the service provider account-keeping and custody provider returns the securities to the client, subject to legal, contractual, or judicial unavailability cases. To this end, the client informs the service provider account-keeping and custody provider of the name of the custody establishment where the securities must be transferred, as well as the account number.

Art. 11. — Death of the Holder As soon as the service provider account-keeping and custody provider has been notified by an official document of the death of a holder, they no longer carry out any movements, except for current fees and operations resulting from commitments previously contracted by the holders.

Art. 12. — Confidentiality Information collected during this agreement will only be used for the sole needs of internal management and to satisfy legal and regulatory obligations.

Art. 13. — Opening of a New Account Any new account opening by the holder subsequent to the signing of this agreement will not give rise to the establishment of an addendum or a new agreement unless the conditions fixed by this agreement are not applicable to it.

Art. 14. — Election of Domicile For the execution of this agreement, the parties elect domicile at their respective registered offices and domiciles indicated at the head of the present document. Any change of registered office or domicile must be notified without delay to the other party.

Art. 15. — Disputes The court………………. is territorially competent, even in the case of multiple defendants, for the settlement of any dispute or litigation that may arise regarding the proper functioning of the account opened by the holder and any claim resulting therefrom.

Made in duplicate, one copy to be kept by the holder, the other by the service provider account-keeping and custody provider. Algiers, …………………. The service provider account-keeping and custody provider The account holder () () The signature of the holder must be preceded by the mention "read and approved" written by hand. COSOB Regulation Instruction No. 03-03