Order of the Minister of Finance of 12 January 2016, Approving the Financial Markets Council's Regulation on the Central Securities Depository

Page 150 Journal Officiel de la République Tunisienne — 19 January 2016 No. 6 MINISTRY OF FINANCE Order of the Minister of Finance of 12 January 2016, Approving the Financial Markets Council's Regulation on the Central Securities Depository.

The Minister of Finance, Having regard to the Constitution, Having regard to Law No. 94-117 of 14 November 1994, on the reorganization of the financial market, as amended and supplemented by subsequent texts, particularly Articles 28, 29, 31, and 48 thereof, On the proposal of the Financial Markets Council. Orders:

Article 1 - The regulation of the Financial Markets Council concerning the Central Securities Depository, attached to this Order, is hereby approved. Art. 2 - This Order shall be published in the Official Journal of the Tunisian Republic.

Tunis, 12 January 2016. The Minister of Finance Slim Chaker Approved by: Prime Minister Habib Essid

Appendix to the Order of the Minister of Finance Approving the Financial Markets Council's Regulation on the Central Securities Depository The Board of the Financial Markets Council, Having regard to Law No. 94-117 of 14 November 1994, on the reorganization of the financial market, as amended and supplemented by subsequent texts, particularly Article 29 thereof, Having regard to Law No. 2000-35 of 21 March 2000, on the dematerialization of securities, Having regard to Law No. 2001-65 of 10 July 2001, on credit institutions, as amended and supplemented by Law No. 2006-19 of 2 May 2006, Having regard to Organic Law No. 2015-26 of 7 August 2015, on the fight against terrorism and the repression of money laundering, Having regard to Decree No. 99-2478 of 1 November 1999, on the status of stockbrokers, as amended by Decree No. 2007-1678 of 5 July 2007, Having regard to Decree No. 2001-2728 of 20 November 2001, on the conditions for listing securities and approved intermediaries for maintaining securities accounts, as amended by Decree No. 2005-3144 of 6 December 2005, Having regard to Decree No. 2006-1208 of 24 April 2006, setting the conditions and procedures for issuing and redeeming treasury bills, Having regard to the General Regulation of the Tunis Stock Exchange approved by the Order of the Minister of Finance of 13 February 1997 and its subsequent amendments approved by Orders of the Minister of Finance of 9 September 1999, 24 September 2005, 24 September 2007, and 15 April 2008, particularly Articles 102, 187, 201, 202, 203, 205, 206, 207, 211, 212, 213, 214, and 215 thereof, Having regard to the Financial Markets Council's regulation on the maintenance and administration of securities accounts, as approved by the Order of the Minister of Finance dated 28 August 2006. Orders as follows:

Chapter I General Provisions Article 1 - Purpose This regulation specifies the general framework for the missions of the Depository, Compensation and Clearing Company for Securities provided for in Articles 77, 78, 79, and 80 of Law No. 94-117 of 14 November 1994, on the reorganization of the financial market, hereinafter referred to as the "Central Securities Depository" (CSD). It specifies in particular:

• The missions and obligations of the Central Securities Depository,
• The conditions for access to and participation in the CSD system,
• The procedures for admission, preservation, and delisting of securities,
• The operating principles of the securities settlement and delivery system,
• The obligations of participants in the Central Securities Depository.

Article 2 - Scope of Application This regulation applies to:

• The Central Securities Depository,
• The Tunis Stock Exchange (BVMT),
• Stockbrokers governed by Law No. 94-117 of 14 November 1994 mentioned above,
• Banks governed by Law No. 2001-65 of 10 July 2001 mentioned above,
• Issuers whose securities are admitted to the operations of the Central Securities Depository,
• Investors and other professionals benefiting from the services of the Central Securities Depository.

No. 6 Journal Officiel de la République Tunisienne — 19 January 2016 Page 151 Article 3 - Terminology In this regulation, the following terms are understood as:

• Clearing Bank: any bank that clears cash payments associated with transactions either in its capacity as a participant or on behalf of another participant.
• Issuance Account: an account that records the total number of securities comprising an issuance of a security admitted to the operations of the Central Securities Depository.
• ISIN Code: a unique international identification number assigned to each security.
• Recorded Right: means that, once a right has arisen and become certain in favor of a client, it must be recorded in the client's securities account without waiting for the complete execution of physical procedures.
• Issuer: an entity that issues securities.
• Participant Instruction: an order given by a participant to the Central Securities Depository to transfer funds or securities.
• Approved Administrator Intermediary (IAA): a stockbroker or bank entrusted by the owner of securities or their legal representative to manage their account with the issuer or the authorized intermediary, hereinafter referred to as IAA.
• Approved Mandated Intermediary (IAM): a stockbroker, bank, or the Central Securities Depository, mandated by the issuer to open and maintain securities accounts, hereinafter referred to as IAM.
• Agreed Intermediaries: include Approved Administrator Intermediaries (IAA) and Approved Mandated Intermediaries (IAM).
• Delivery versus Payment (DvP): a securities settlement mechanism that links the transfer of securities and the transfer of funds to ensure delivery occurs if, and only if, the corresponding payment takes place.
• Securities Operations (OST): any event occurring on a security since its issuance.
• Franco Operation (or without funds movement): any securities delivery operation without corresponding payment of funds.
• Final Settlement: the extinction of an obligation through the irrevocable and unconditional transfer of funds and securities.

Article 4 - Missions of the Central Securities Depository 4.1 The Central Securities Depository is tasked with:

• Centralized custody of securities on behalf of participants as guarantor of the integrity of a security issuance,
• Organizing the circulation of securities between participants within the settlement and delivery system. Furthermore, the Central Securities Depository may exercise any related activity enabling it to facilitate the fulfillment of its missions. 4.2 The Central Securities Depository provides opinions on matters submitted to it by the Financial Markets Council. 4.3 The Central Securities Depository may propose, to the Financial Markets Council, any improvement falling within its missions and generally relating to the functioning and development of the financial market.

Article 5 - Decisions Decisions taken by the Central Securities Depository within its competence for its participants take one of the following forms:

• Operating rules when they concern procedures and management rules that participants must respect in using each service offered by the Central Securities Depository. Draft operating rules are sent to participants for consultation. Prior to entering into force, the Central Securities Depository must file operating rules with the Financial Markets Council, whose silence for five working days from the filing date constitutes approval. Operating rules approved by the Financial Markets Council are published on the Central Securities Depository's website and sent to participants.
• Opinions addressed to participants when they concern specific information.

Article 6 - Ethics and Conduct 6.1 The Central Securities Depository conducts its activities with diligence, loyalty, neutrality, transparency, and impartiality.

Page 152 Journal Officiel de la République Tunisienne — 19 January 2016 No. 6 6.2 The Central Securities Depository makes available to the Financial Markets Council all information necessary for exercising its missions. 6.3 A general decision of the Financial Markets Council sets the frequency and content of information that the Central Securities Depository must communicate to the Council. 6.4 Without prejudice to the provisions of the first paragraph of this article, and to preserve the confidentiality of all information regarding participants' securities accounts and all types of operations carried out by them, and except for cases provided by law, the Central Securities Depository is prohibited from communicating any information to third parties. This prohibition does not apply to information concerning securities accounts of banks transmitted to the Central Bank of Tunisia, with content and frequency set by mutual agreement between the Central Bank of Tunisia and the Central Securities Depository. 6.5 The Central Securities Depository ensures that persons under its direct authority or acting on its behalf comply with their professional obligations, including the duty of professional secrecy and the obligation of reserve. 6.6 The Central Securities Depository establishes an internal regulation setting ethics rules and professional obligations applicable to its executives and persons under their responsibility or acting on their behalf. The internal regulation of the Central Securities Depository is approved by the Financial Markets Council.

Article 7 - Risk Management and Governance Rules 7.1 The Central Securities Depository adopts a risk management framework comprising appropriate rules and procedures, including accounting controls aimed at reducing and managing risks related to securities custody as well as their settlement and delivery. These rules and procedures include appropriate measures to identify, assess, and mitigate money laundering and terrorist financing risks. 7.2 Notwithstanding the provisions of Article 33 of Law No. 94-117 of 14 November 1994 mentioned above, the Financial Markets Council may request experts to conduct an evaluation of the procedures and technical means implemented by the Central Securities Depository for fulfilling its missions. In this case, costs and fees are borne by the Financial Markets Council. 7.3 Notwithstanding provisions governing normal legal audit procedures, the auditor of the Central Securities Depository must carry out necessary diligence to ensure that the Central Securities Depository has established a specific risk management device related to its missions and complies with legal and regulatory obligations imposed on it. The auditor reports in a special report submitted to the board of directors, a copy of which is sent by the Central Securities Depository to the Financial Markets Council. 7.4 The Central Securities Depository designates a person responsible for internal control and compliance who annually submits to the general management a report on their work during the past fiscal year and their program for the following year. The internal control and compliance officer's report is submitted to the board of directors, which rules on the accounts for the closed fiscal year. A copy of said report is sent by the Central Securities Depository to the Financial Markets Council within five working days following the board of directors' meeting. 7.5 The Board of Directors establishes a permanent audit committee composed of at least three members. No member of the general management may be part of the permanent audit committee. The permanent audit committee ensures that the Central Securities Depository has established an efficient internal control system promoting efficiency, effectiveness, asset protection, reliability of managed data, and compliance with legal and regulatory provisions. It also monitors internal control work and proposes the appointment of the auditor.

No. 6 Journal Officiel de la République Tunisienne — 19 January 2016 Page 153 7.6 The Central Securities Depository retains all registers, computer media, and other documents recording operations carried out for its missions for 15 years. 7.7 The relationship between the Central Securities Depository and the Tunis Stock Exchange is governed by an agreement setting out the rights and obligations of both parties. 7.8 Creditors of the Central Securities Depository cannot pursue payment of their claims against assets deposited with it.

Chapter II Conditions for Participation in the Central Securities Depository Section 1 - Eligibility Article 8 - Definition of a Participant A participant in the Central Securities Depository is any entity meeting at least one of the following criteria:

• Maintaining a securities account with the Central Securities Depository.
• Operating within the settlement and delivery system of the Central Securities Depository.

Article 9 - Participants 9.1 The State and the Central Bank of Tunisia are considered participants by default. 9.2 An IAA must hold participant status before operating within the settlement and delivery system of the Central Securities Depository. 9.3 An issuer must hold participant status before its securities are admitted to the operations of the Central Securities Depository. 9.4 The following may also be participants: 9.4.1 Institutions that do not have securities accounts opened with the Central Securities Depository but hold a cash account with the Central Bank of Tunisia, 9.4.2 Bodies authorized by the Financial Markets Council.

Section 2 - Participation Conditions Article 10 - Participation Agreement Admission of a participant requires, as a mandatory condition, the establishment of a written agreement specifying in particular the reciprocal commitments of the parties and the conditions for remuneration of the Central Securities Depository.

Article 11 - Participation Conditions for IAA's To become a participant, an IAA must meet the following conditions: 11.1 Signing the participation agreement provided for in Article 10 of this regulation, 11.2 Filing with the Central Securities Depository a copy of the specifications provided for by the Financial Markets Council's regulation on the maintenance and administration of securities accounts, as well as a copy of the deposit discharge for said specifications with the Financial Markets Council, 11.3 Providing authorization from a clearing bank enabling the Central Securities Depository to issue instructions to move the cash account of said bank opened at the Central Bank of Tunisia, either for the account of said bank or for another participant, 11.4 Designating a contact person for the Central Securities Depository, 11.5 Submitting a list of persons involved in processing their operations with the Central Securities Depository. These persons must hold professional cards whose issuance and withdrawal conditions are set by a general decision of the Financial Markets Council, 11.6 Demonstrating the existence of adequate technical infrastructure and communication means to satisfy the operational requirements of the Central Securities Depository.

Article 12 - Participation Conditions for Issuers 12.1 To become a participant, an issuer must meet the conditions set out in paragraphs 1, 2, 4, 5, and 6 of Article 11 of this regulation. 12.2 The conditions set out in paragraphs 2, 4, 5, and 6 of Article 11 are not required if the issuer mandates one or more approved intermediaries. In this case, a copy of the mandate(s) is sent to the Central Securities Depository.

Page 154 Journal Officiel de la République Tunisienne — 19 January 2016 No. 6 Article 13 - Participation Conditions for Participants Referenced in the First Paragraph of Paragraph 4 of Article 9 To become participants, institutions referenced in the first paragraph of paragraph 4 of Article 9 of this regulation must:

• Sign the participation agreement provided for in Article 10 of this regulation.
• Provide authorization enabling the Central Securities Depository to issue instructions to move its cash account opened at the Central Bank of Tunisia for the account of one or more IAA's.

Article 14 - Effective Date of Operations The effective date of operations with the Central Securities Depository is notified to the requesting institution within five (5) working days following completion of the procedures set out, as applicable, in Articles 11, 12, or 13 of this regulation.

Article 15 - Publication Any new participation is subject to a notice and press release published on the Central Securities Depository's website, specifying the effective date.

Section 3 - Termination or Suspension of Participation Article 16 - Conditions for Termination or Suspension of Participation 16.1 The Central Securities Depository may decide to suspend a participant's membership when they no longer meet one of the participation conditions set out, as applicable, in Articles 11, 12, or 13 of this regulation. In this case, it must first inform the Financial Markets Council. 16.2 Partial or total prohibition of activity, cessation of activity, suspension, or withdrawal of approval for a stockbroker or bank, as applicable, and under conditions set by the Financial Markets Council or the Central Bank of Tunisia, terminates or suspends their participation in the Central Securities Depository. 16.3 Participants referenced in the first paragraph of paragraph 4 of Article 9 may voluntarily terminate their participation provided they:

• Submit a written request specifying the reasons for termination,
• Have fulfilled their commitments to the Central Securities Depository,
• Have no ongoing operations in the securities settlement and delivery system. 16.4 An issuer's participation terminates when all its securities admitted to the operations of the Central Securities Depository have been delisted in accordance with Article 20 of this regulation.

Article 17 - Publication Termination or suspension of participation in the Central Securities Depository is subject to a notice and press release published on its website, specifying the effective date.

Section 4 - Admission and Delisting of Securities Article 18 - Eligible Securities for Admission 18.1 Only securities negotiable on an organized market may be admitted to the operations of the Central Securities Depository. 18.2 Treasury bills and bonds issued by the State are admitted by default to the operations of the Central Securities Depository, with admission governed by applicable texts. 18.3 Securities traded on the electronic quotation system of the Tunis Stock Exchange must be admitted to the operations of the Central Securities Depository under the conditions set out in Article 19 of this regulation. 18.4 Upon justified request by the issuer, securities other than those mentioned in paragraphs 2 and 3 of this article and meeting the criterion stated in its first paragraph may also be admitted to the operations of the Central Securities Depository. In this case, the Financial Markets Council must be informed.

Article 19 - Conditions for Admission of a Security 19.1 A security is admitted to the operations of the Central Securities Depository upon request by the issuer directly or through an approved intermediary.

No. 6 Journal Officiel de la République Tunisienne — 19 January 2016 Page 155 19.2 The admission request for a security to the Central Securities Depository requires that the issuer already holds participant status or has submitted a participation request. 19.3 The admission file for a security must include, among other documents and information:

• Reference to the prospectus approved by the Financial Markets Council, if applicable,
• An admission request specifying issuance characteristics,
• A commitment by the issuer to communicate to the Central Securities Depository, directly or via an approved intermediary as applicable, any information regarding modifications to issuance characteristics and management of operations on securities. The Central Securities Depository may request any other document or information it deems necessary for processing the admission file. 19.4 The decision to admit a security is notified to the applicant within five working days following receipt of all required documents.

Article 20 - Delisting of a Security 20.1 Any security with zero balance in its accounts is automatically delisted. 20.2 Securities not traded on the electronic quotation system of the Tunis Stock Exchange may be delisted upon a motivated request by the issuer. In this case, the Financial Markets Council must be informed.

Article 21 - Publication Any admission or delisting of a security is subject to a notice and press release published on the Central Securities Depository's website.

Chapter III Exercise of the Missions of the Central Securities Depository Section 1 - Custody of Securities Article 22 - Rules for the Custody of Securities 22.1 For each security admitted to its operations, the Central Securities Depository records the entirety of an issuance in one or more accounts based on communicated information.