Adhesion Agreement to the Real-Time Gross Settlement System (RTGS Guinea)

REPUBLIC OF GUINEA CENTRAL BANK

ADHESION AGREEMENT TO THE REAL-TIME GROSS SETTLEMENT SYSTEM (RTGS GUINEA)

Between the undersigned:

1. The Central Bank of the Republic of Guinea, hereinafter referred to as "the BCRG"

on the one hand,

2. The participants in the Real-Time Gross Settlement System (RTGS Guinea), hereinafter referred to as "the Participants"

on the other hand,

Preamble: The BCRG manages and controls the Real-Time Gross Settlement System (RTGS Guinea) for high-value and urgent payments, operating through the execution of Transfer Orders charged in real time to a Settlement Account.

The specifications of the Real-Time Gross Settlement System (RTGS Guinea) are described in several documents available at the BCRG.

It has been agreed and stipulated as follows:

TITLE I - PRELIMINARY PROVISIONS

Article 1: The purpose of this agreement is to authorize the Participants to execute Transfer Orders in the Real-Time Gross Settlement System (RTGS Guinea) using a single access point.

Article 2: For the purposes of this agreement, the following terms shall have the following meanings:

• Final Closure (FC): Closing of the accounting day in the Real-Time Gross Settlement System (RTGS Guinea); closes the adjustment period.
• Provisional Closure (PC): Moment in the accounting day in the Real-Time Gross Settlement System (RTGS Guinea) opening the adjustment period; triggers the rejection of queued operations.
• Settlement Accounts (SA): Specific accounts on which all settlements related to admitted operations in the Real-Time Gross Settlement System (RTGS Guinea) are recorded. One central bank currency account and one account per foreign currency.
• Agreement: This Agreement authorizing the Participants to adhere to the Real-Time Gross Settlement System (RTGS Guinea).

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• Queue: Set of operations not yet charged due to insufficient funds.
• SWIFT ID: Code assigned to each Participant in the Real-Time Gross Settlement System (RTGS Guinea) by SWIFT for its identification in the Real-Time Gross Settlement System (RTGS Guinea).
• Irrevocability of the Order: Character acquired by a payment order when it can no longer be challenged by its issuer.
• Irrevocability of Settlement: Character acquired by a payment order when it can no longer be challenged by the participants and the BCRG (manager of the Real-Time Gross Settlement System (RTGS Guinea)).
• Admitted Operations in the Real-Time Gross Settlement System (RTGS Guinea): Operations intended to be credited or debited to a Settlement Account.
• Central Bank Operations: Operations initiated by the BCRG and admitted in the Real-Time Gross Settlement System (RTGS Guinea).
• Restitution Order: Operation consisting of returning to the issuer funds paid by error to a recipient.
• Participant in the Real-Time Gross Settlement System (RTGS Guinea): Any institution meeting the participation conditions and holding a settlement account.
• Adjustment Period: Period between the Provisional Closure and the Final Closure of the Real-Time Gross Settlement System (RTGS Guinea).
• Intraday Repo (PLI): Repo concluded and unwound on the same day in accordance with the PLI Agreement.
• Settlement Period: Period during which orders are presented to the Real-Time Gross Settlement System (RTGS Guinea) for charging and at the end of which, in case of insufficient funds, they are placed in a queue.
• Settlement Period for External System Balances: Period during which the balances of an external system are presented to the Real-Time Gross Settlement System (RTGS Guinea) for charging and at the end of which, in case of inability to settle, all balances are rejected by the Real-Time Gross Settlement System (RTGS Guinea).
• External System Balances: Operations admitted in the Real-Time Gross Settlement System (RTGS Guinea), initiated by the manager of an external system.

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• External System: Any system external to the Real-Time Gross Settlement System (RTGS Guinea). Several external systems may be required to dump their balances into the Real-Time Gross Settlement System (RTGS Guinea). This notably includes the interbank clearing system, the dematerialized securities management system, the monetary system, the securities exchange, etc.
• SWIFT Network: Secure international interbank network for fund transfers. It is used by Participants in the Real-Time Gross Settlement System (RTGS Guinea) for transmitting payment orders in said system.
• Private Network: Secure network to be used by Participants in the Real-Time Gross Settlement System (RTGS Guinea) to perform consultations and downloads on request or in case of SWIFT network failure.
• Transfer: Operation admitted in the Real-Time Gross Settlement System (RTGS Guinea) taking the form of a dematerialized transfer issued by Participants in accordance with the technical specifications of the Real-Time Gross Settlement System (RTGS Guinea).

TITLE II - CONDITIONS FOR ADHESION AND PARTICIPATION IN THE REAL-TIME GROSS SETTLEMENT SYSTEM (RTGS GUINEA)

Article 3: By signing this adhesion agreement, Participants accept to comply at all times, without restriction or derogation, with each of its provisions.

Any institution holding a foreign currency settlement account at the BCRG may adhere to the Real-Time Gross Settlement System (RTGS Guinea).

Credit institutions licensed as banks and members of an external system must mandatorily adhere to the Real-Time Gross Settlement System (RTGS Guinea).

The BCRG reserves the right to extend adhesion to the Real-Time Gross Settlement System (RTGS Guinea) to any other institution or entity.

Article 4: Adhesion to this agreement confers upon the institution the status of Participant in the Real-Time Gross Settlement System (RTGS Guinea) and automatically grants the right to open a settlement account in its name on the books of the BCRG to issue and receive settlement orders in the Real-Time Gross Settlement System (RTGS Guinea) and benefit from the services provided by the BCRG within the framework of this system.

These services are paid and serve to cover fixed costs (licenses, maintenance, etc.) and variable costs. Fixed costs will be distributed equitably among participants, while variable costs will be based on each Participant's operations.

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Article 5: Participants choose their status as Direct or Indirect Participants and submit to the obligations attached to this Status as defined in the General Regulations and the Technical Specifications of the Real-Time Gross Settlement System (RTGS Guinea).

Article 6: Participants designate one or more authorized persons who will be the exclusive interlocutors for the Real-Time Gross Settlement System (RTGS Guinea) and the BCRG. They must inform the BCRG without delay and in writing of any changes regarding the authorized persons representing them before the BCRG and the Real-Time Gross Settlement System (RTGS Guinea).

Article 7: The Direct Participant must be subscribed to the SWIFT network. It directly manages the monitoring of its position and the issuance of its orders.

The Indirect Participant is represented in the Real-Time Gross Settlement System (RTGS Guinea) by a single Direct Participant that manages its settlement account.

The Indirect Participant may change its participation regime if it meets the conditions set forth in this agreement. The change of participation regime takes place after BCRG approval. This change is communicated to all Participants in the Real-Time Gross Settlement System (RTGS Guinea).

Article 8: The Indirect Participant and its Direct Participant are required to conclude a representation agreement setting the conditions and procedures for transmitting the Indirect Participant's operations to the Real-Time Gross Settlement System (RTGS Guinea) via the Direct Participant's platform. A copy of this agreement must be sent by the concerned parties to the BCRG for approval.

Article 9: The BCRG will provide Participants with confidential identifiers that will allow all Operations to be carried out in the Real-Time Gross Settlement System (RTGS Guinea).

TITLE III - OBLIGATIONS

Article 10: The BCRG and the Participants are bound by confidentiality regarding all documentation and information related to the operation of the settlement account allocated to the settlement of admitted operations in the Real-Time Gross Settlement System (RTGS Guinea). They are released from this obligation only in cases provided by law.

This confidentiality obligation does not prohibit the BCRG from disseminating statistical information regarding the operation of the Real-Time Gross Settlement System (RTGS Guinea).

Article 11: Participants in the Real-Time Gross Settlement System (RTGS Guinea) undertake to:

• communicate to the BCRG all information required for control and reporting purposes, relating to the nature, destination, and origin of operations recorded on their settlement account;
• comply with the rules established by the BCRG concerning the technical operating procedures of the Real-Time Gross Settlement System (RTGS Guinea), including future modifications.

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Article 12: Any message transmitted to the BCRG via the SWIFT network or the backup network, under the identifier of the Participant in the Real-Time Gross Settlement System (RTGS Guinea), shall be deemed to originate from the concerned Participant, who assumes responsibility for the use of the Real-Time Gross Settlement System (RTGS Guinea).

TITLE IV - EFFECTIVE DATE, DURATION, TERMINATION OF THE AGREEMENT, AND CLOSURE OF THE SETTLEMENT ACCOUNT

Article 13: This agreement is concluded for an indefinite duration and applies from the date agreed upon by the parties and after the Participants' adhesion to the Real-Time Gross Settlement System (RTGS Guinea) and the opening of the settlement account on the books of the BCRG.

Article 14: The BCRG and a Participant in the Real-Time Gross Settlement System (RTGS Guinea) may terminate this agreement at any time under the following conditions:

• In the event of termination initiated by the Participant:
  • the latter must notify the BCRG by any means leaving a written trace of the date on which the closure of its settlement account is to take effect. This notification must reach the BCRG at least fifteen (15) business days before the planned closure date; and
  • the BCRG must block all outgoing movements from its accounts and invite it to settle all financial obligations arising from this agreement by maintaining a sufficient balance on its settlement accounts.

For the liquidation of ongoing operations, the BCRG is authorized to debit the settlement account with any sums potentially due to it by Participants in the Real-Time Gross Settlement System (RTGS Guinea), after closure, pursuant to all of the latter's commitments prior to the closure of the settlement account.

• The BCRG may terminate this agreement without notice in the event of:
  • payment incident,
  • failure to repay an intraday repo,
  • abnormal account operation,
  • general financial situation of the Participant that could disrupt the security and efficiency of the Real-Time Gross Settlement System (RTGS Guinea).
• The adhesion agreement is automatically terminated in the event of withdrawal of the Participant's license.

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• This agreement is automatically terminated in the event of loss of the status entitling participation in the Real-Time Gross Settlement System (RTGS Guinea), and this termination automatically entails the closure of the settlement account.

TITLE V - MISCELLANEOUS PROVISIONS

Article 15: The BCRG reserves the right to make any modifications it deems necessary to the Real-Time Gross Settlement System (RTGS Guinea), and consequently to this agreement, dictated notably by technical or operational constraints, or by the obligation to update the system's operating rules following changes in the legislation and regulations governing the matter; these modifications enter into force at the end of a period fixed by the BCRG.

The BCRG may also modify the settlement account charging rules without prior notice, subject to subsequently informing the Participants in the Real-Time Gross Settlement System (RTGS Guinea).

Article 16: The rights and obligations provided for by this agreement are not transferable to third parties without prior authorization from the BCRG.

Article 17: This agreement is governed by Guinean Law. The courts of Guinea are exclusively competent in the event of a dispute.

Done in Conakry on, 09 / October / 2017

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ADHESION AGREEMENT TO THE REAL-TIME GROSS SETTLEMENT SYSTEM (RTGS GUINEA)

List of Participants

No.	Participant	Name and Surname	Signature	Date
1	BCRG
2	BICIGUI
3	SGBG
4	BIG
5	ORABANK
6	BPMG
7	FBNDANK
8	ECOBANK
9	FI BANK
10	SKYE BANK
11	BSIC
12	UBA
13	NSIA
14	BCI
15	AFRILAND
16	BNG
17	BDG

Done in Conakry on, 09 / October / 2017