REPUBLIC OF GUINEA

CENTRAL BANK

Instruction No. 074/BCRG/SNP/17 of October 9, 2017

On the Regulation on the Real-Time Gross Settlement System for Large-Value and Urgent Payments in the Republic of Guinea.

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The Governor of the Central Bank,

Having regard to Law L/2014/016/AN of July 2, 2014 establishing the Statute of the Central Bank of the Republic of Guinea and Law L/2017/017/AN of June 8, 2017 amending this Statute;

Having regard to Law L/2013/D60/AN of August 12, 2013 on the regulation of credit institutions in the Republic of Guinea;

Having regard to the Civil Code of the Republic of Guinea;

Having regard to the Code of Economic Activities of the Republic of Guinea;

Having regard to Instruction No. 116/DGAEM/DPMC/2001 of May 8, 2001 on repurchase operations;

Having regard to Decree No. D/2010/PRG/SGG of December 27, 2010 appointing the Governor of the Central Bank;

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DECIDES

Article 1: This Instruction aims to define and implement, in the Republic of Guinea, a Real-Time Gross Settlement (RTGS Guinea) system for large-value and urgent payments.

Furthermore, it specifies the responsibilities of the operator and the participants in this system, and defines the rules of its operation.

Admission to the Real-Time Gross Settlement (RTGS Guinea) system requires that the participant accepts to comply at all times, without restriction or derogation, with each of the provisions of the following annex documents:

• The user guide;
• The membership agreement;
• The settlement account agreement; and
• The intraday repurchase agreement.

These annex documents are signed by the Participants and form an integral part of this Instruction.

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TITLE I: DEFINITION OF THE REAL-TIME GROSS SETTLEMENT SYSTEM

Article 2: The Real-Time Gross Settlement (RTGS Guinea) system for large-value and urgent payments, established by the BCRG, is a system for interbank gross (uncompensated) and real-time settlement of payment orders in Guinean francs and foreign currencies, via bank transfers of high amounts or urgent payments made by participants in this system, with settlement carried out in central bank money.

Article 3: In the Real-Time Gross Settlement (RTGS Guinea) system, interbank payment operations are carried out in gross (uncompensated) and in real-time on the settlement accounts opened in the system for participants.

The opening of settlement accounts is subject to agreements between the Central Bank of the Republic of Guinea and the concerned participants.

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TITLE II: RESPONSIBILITY OF THE OPERATOR AND PARTICIPANTS IN THE SYSTEM

Article 4: The infrastructure of the Real-Time Gross Settlement (RTGS Guinea) system belongs to the Central Bank of the Republic of Guinea.

As the operator of the system, it provides, in particular to the participants in the system, the following services:

• exchange of payment orders,
• management of settlement accounts,
• management of queues,
• management of the liquidity provision system,
• transmission of various information related to payments or the operation of the system (execution of orders, settlement account statements, liquidity management).

These services are provided in accordance with the indications contained in this Instruction, and within the limits of these indications.

Article 5: As owner and operator of the system, the Central Bank of the Republic of Guinea is responsible for ensuring its proper functioning.

It does not guarantee the successful completion of payment operations; it is not the debtor of last resort for obligations attached to payments, except in the case of "overnight" credits it grants.

Article 6: The Central Bank of the Republic of Guinea incurs no responsibility in the cases:

• of execution of participant instructions after their verification by the system,

• of non-execution of rejected payment orders,

• of non-compliance by participants with the specifications contained in the "User Guide of the Real-Time Gross Settlement (RTGS Guinea) System",

• of failures or non-completion of settlements due to a third party.

Article 7: Participants in the system are required to respect the operational rules of the system set forth in this Instruction and in the "User Guide of the Real-Time Gross Settlement (RTGS Guinea) System".

Article 8: The responsibility for the formulation and content of messages and any resulting damages lies with the participants.

TITLE III: CONDITIONS FOR ADMISSION TO THE REAL-TIME GROSS SETTLEMENT SYSTEM (RTGS GUINEA)

Article 9: In addition to the Central Bank of the Republic of Guinea, which is part of the system, admission to the Real-Time Gross Settlement (RTGS Guinea) system is voluntary and open to banks, financial institutions, the Public Treasury, and all other assimilable entities. Operators in charge of other payment systems are part of it.

Article 10: Any admission to the Real-Time Gross Settlement (RTGS Guinea) system must be the subject of an admission request and agreement from the Central Bank of the Republic of Guinea. Upon admission, each participant receives confidential identifiers allowing them to perform payment operations.

Article 11: In their admission request, the applicant to the Real-Time Gross Settlement (RTGS Guinea) system chooses the status of direct participant or indirect participant. When the applicant chooses the status of direct participant, the agreement of the Central Bank of the Republic of Guinea is subject to the verification and usage test procedures adopted by the Central Bank of the Republic of Guinea.

Article 12: The direct participant is a participant who has a settlement account in the Real-Time Gross Settlement (RTGS Guinea) system and whose so-called "Participant" platform is connected to the central system.

Article 13: The indirect participant is a participant who has a settlement account in the Real-Time Gross Settlement (RTGS Guinea) system, but accesses this system only through the "Participant" platform of a direct participant.

Article 14: Participants may change their status. In this case, they send a notification to the Central Bank of the Republic of Guinea at least fifteen days before the effective date of the change.

The indirect participant wishing to change status must undergo verification and usage test procedures on their "Participant" platform.

The direct participant wishing to change status must propose a solution ensuring service continuity for indirect participants for whom they are the technical intermediary.

Article 15: Each participant accredits one or more persons as the exclusive interlocutor of the Real-Time Gross Settlement (RTGS Guinea) system and of the Central Bank of the Republic of Guinea, operator of the system.

Article 16: Participants in the Real-Time Gross Settlement (RTGS Guinea) system must ensure strict compliance with the security conditions set by the Central Bank of the Republic of Guinea.

TITLE IV: SETTLEMENT ACCOUNTS

Article 17: Each direct or indirect participant must sign a settlement account agreement with the Central Bank of the Republic of Guinea, and ensure compliance with its provisions.

The settlement account is opened upon signature of said agreement. It records all payment operations for the benefit and to the charge of the concerned participant.

Article 18: The settlement account must not present a debit balance at any time. Intraday credits granted by the Central Bank of the Republic of Guinea must be repaid before the end of the exchange day.

TITLE V: ADMITTED OPERATIONS

Article 19: Only participants in the system can issue payment orders. Orders transmitted in the Real-Time Gross Settlement (RTGS Guinea) system are denominated in Guinean francs. However, foreign currency purchase and sale operations (US Dollars and Euros) between participants are admitted in accordance with the provisions of foreign exchange regulations.

Article 20: Payment operations processed by the Real-Time Gross Settlement (RTGS Guinea) system are exclusively operations with a value date of the day and introduced into the system on that same date.

In anticipation of a transfer abroad, where the value date falls on a Friday or Saturday, the transfer of the equivalent in Guinean francs into the Real-Time Gross Settlement (RTGS Guinea) system must be carried out on the last business day of the concerned week.

The transfer of the equivalent in Guinean francs of repatriation operations where the value date falls on a Friday is carried out in the Real-Time Gross Settlement (RTGS Guinea) system with the value date of the first business day of the following week.

Article 21: Payment orders by transfer of an amount equal to or greater than one (1) billion Guinean francs must be processed in the Real-Time Gross Settlement (RTGS Guinea) system. Urgent payment orders, lower than this threshold, introduced by participants are accepted by the Real-Time Gross Settlement (RTGS Guinea) system.

Article 22: The following operations are admitted by the Real-Time Gross Settlement (RTGS Guinea) system:

• interbank operations for own account,
• interbank operations for customer account,
• operations on fiduciary money with the Central Bank of the Republic of Guinea,
• interbank operations, notably foreign currency purchases and sales (Euro and US Dollars),
• operations of the Central Bank of the Republic of Guinea related to monetary policy,
• net balances of the compensation system for mass or retail payments,
• net balances of the settlement system for securities versus delivery,
• any other operation approved by the Central Bank of the Republic of Guinea.

Article 23: Participants must ensure the availability of sufficient funds for the settlement of their operations.

TITLE VI: TRANSMISSION OF PAYMENT ORDERS

Article 24: Payment orders are transmitted to the Real-Time Gross Settlement (RTGS Guinea) system according to their nature and the time slot fixed for the opening and closing of the exchange day.

Article 25: Payment orders, transmitted by participants, validated and accepted by the Real-Time Gross Settlement (RTGS Guinea) system, are irrevocable.

Article 26: Subject to the availability of funds, payment orders are finally settled as soon as the debit of the settlement account of the ordering party has been executed, and simultaneously, the corresponding credit posted to the settlement account of the beneficiary participant. Parallel to this, the system transmits to ordering and beneficiary participants notifications of execution of the transmitted orders. In the case of multiple orders (settlement of net systems), settlement is final only when all debits and credits have been executed.

Article 27: Upon transmission of payment orders, participants are required to follow their outcome, particularly during the resumption of payments after an eventual system stop. All payment orders must be settled before the closing of the exchange day. In the absence of sufficient provision on settlement accounts, unsettled payment orders are rejected at the closing of the exchange day.

Article 28: A payment order may also be subject to a technical rejection by the system. This rejection is due to the non-compliance by the ordering participant with the rules regarding the sending of payment orders.

TITLE VII: AVAILABILITY OF FUNDS

Article 29: To ensure the fluidity of payments, the Central Bank of the Republic of Guinea may authorize participants to access intraday credits in the form of repurchase agreements. Any intraday credit must be mandatory guaranteed by public securities, meeting the eligibility criteria set by the Central Bank of the Republic of Guinea. Accepted public securities must cover at least 110% of the intraday credit.

Article 30: Participants wishing to use intraday credits are required to sign a repurchase agreement with the Central Bank of the Republic of Guinea.

Article 31: The intraday credit is granted free of charge. It must be repaid before the closing of the exchange day. In the event that the credit is not repaid at the closing of the exchange day, the Central Bank of the Republic of Guinea automatically debits the account.

Article 32: In the event that the participant is unable to repay the intraday credit, the Central Bank of the Republic of Guinea automatically converts it into an overnight repurchase agreement. The repurchase agreement specifies the conditions under which public securities provided as collateral for intraday credits are realized in case of non-repayment. The rate applied to the overnight repurchase agreement is equal to the 24-hour repo rate of the Central Bank of the Republic of Guinea plus three (3) percentage points.

TITLE VIII: PROCEDURES FOR PROCESSING PAYMENT ORDERS

Article 33: Payment orders are prepared and transmitted to the system in accordance with the message types admitted by the Real-Time Gross Settlement (RTGS Guinea) system. To this end, participants must comply with the indications contained in the "User Guide of the Real-Time Gross Settlement (RTGS Guinea) System".

Article 34: Payment orders must be equipped with a priority code. Payment orders requiring prior reservation automatically enjoy a higher priority code.

Article 35: The priority codes accepted by the Real-Time Gross Settlement (RTGS Guinea) system correspond to the following levels:

• debits charged to participant accounts for the benefit of the BCRG (priority 10 and 20);
• payment orders for the benefit of the BCRG with reservation (priority 10 and 20);
• net balances of the compensation of the mass payment system (priority 30);
• net balances of the securities settlement-delivery system (priority 30);
• urgent payment orders for the benefit of other participants (priority 40 and 50);
• other payment orders (priority 40 and 50).

Article 36: Payment orders transmitted by participants to the Real-Time Gross Settlement (RTGS Guinea) system are controlled for validation by the system. If the payment order presents an irregularity, it is automatically rejected immediately by sending a message to the participant.

In the event that the payment order is validated, the system proceeds to its settlement or its placement in the queue in case of insufficient provision in the settlement account.

Article 37: Payment orders recorded in the queue are processed chronologically according to the FIFO principle (first in - first out). Payment orders carrying a high priority code are processed or placed in the queue before orders in the queue with a lower priority level.

Article 38: The Real-Time Gross Settlement (RTGS Guinea) system proceeds to the settlement of payment orders in the queue as funds become available at the time of their presentation. The participant may however modify the priority level assigned to a payment order in the queue if they consider it should be executed in priority or to unblock a situation.

TITLE IX: CANCELLATION OF A PAYMENT ORDER

Article 39: Payment orders transmitted to the Real-Time Gross Settlement (RTGS Guinea) system and placed in the queue may be cancelled by the ordering participant. In the event of non-settlement and non-cancellation by the participant of transmitted orders, the system cancels the unexecuted orders at the closing of the exchange day.

Article 40: The restitution of funds transferred following an erroneous payment order, issued by mistake, or duplicated, is only possible by the issuance of a new return payment order by the beneficiary of the funds.

TITLE X: MANAGEMENT OF THE EXCHANGE DAY

Article 41: The management of the exchange day is the exclusive responsibility of the Payment Systems Department services of the Central Bank of the Republic of Guinea.

Article 42: The periods composing the exchange day are reserved for the different types of operations indicated for each determined period. Participants are informed of these periods by "system messages".

Article 43: The profile of the exchange day is established by the Payment Systems Department services of the Central Bank of the Republic of Guinea. This profile may be modified at the request of participants. Participants are informed, with sufficient notice, of any changes, to allow them to adapt to them.

Article 44: The normal opening and closing hours of the Real-Time Gross Settlement (RTGS Guinea) system are the working hours of the Central Bank of the Republic of Guinea from Monday to Friday.

Article 45: At the end of the exchange day, the Real-Time Gross Settlement (RTGS Guinea) system automatically rejects operations in the queue, and performs end-of-day reporting. It automatically generates account statements for each settlement account, and distributes them electronically to the respective participants.

TITLE XI: RESOLUTION OF BLOCKAGES

Article 46: The Payment Systems Department services of the Central Bank of the Republic of Guinea may, when they deem it necessary, launch a procedure for collective unblocking of operations in the queue in the event that the system signals a certain number of pending operations that have exceeded the time required for their settlement or a certain level of amounts in the queue allowing the simultaneous resolution of operations.

In these specific cases, optimization procedures are used to ensure the fluidity of queues while respecting the FIFO rule. The Central Bank of the Republic of Guinea also has the possibility to activate, with the agreement of participants, a so-called "by-pass FIFO" process aimed at charging orders without taking into account their time of entry into the system.

Article 47: Payment orders transmitted by participants during the blockage resolution phase are put on hold and processed at the end of the optimization phase according to the priority codes and FIFO rule assigned to them.

TITLE XII: TERMINATION, SUSPENSION AND EXCLUSION

Article 48: Admission to the Real-Time Gross Settlement (RTGS Guinea) system is for an indefinite duration. The end of a participant's admission may occur:

• at their initiative, by a request addressed to the Central Bank of the Republic of Guinea thirty (30) days before the effective date of termination;
• after mutual agreement to terminate between a participant and the Central Bank of the Republic of Guinea; this termination takes effect from the agreed date.
• The end of a participant's admission to the Real-Time Gross Settlement (RTGS Guinea) system implies beforehand the end of their admission to exogenous systems (ACH/ACP, SSSS, Card Payments, Stock Exchange, etc.).

The participant concerned by the termination of admission must ensure that all their operations will be settled at the close of the day before the date of termination of their participation in the system. They must also ensure that the balance of their settlement account will be zero or positive after the posting of all their ongoing operations including fees due to the Central Bank of the Republic of Guinea, operator of the system.

Article 49: The admission contract of a participant is terminated in the cases:

• of cessation of activity,
• of judicial settlement without authorization to continue activity.

In the case of voluntary cessation of activity, the concerned participant must notify the Central Bank of the Republic of Guinea, manager of the system, as soon as possible by registered letter.

In both cases, the concerned participant must inform the Payment Systems Department of the Central Bank of the Republic of Guinea immediately by electronic message, so that the latter informs other participants and updates the system reference file.

Nevertheless, payments made until the end of the day of cessation of activity remain irrevocable. The end of a participant's admission does not lead to the refund of charges for their annual fee to the system.

Article 50 - The end of a participant's admission implies:

• the closure of their settlement account after debiting all operations related to the termination of admission (participation charges, charges not settled by payment unit performed),
• the end of authorization for personnel designated to issue payment orders in the Real-Time Gross Settlement (RTGS Guinea) system,
• the stop of receiving payments for their benefit.

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Article 51: A participant may be suspended from the Real-Time Gross Settlement (RTGS Guinea) system in case of non-compliance with this Instruction, the "User Guide of the Real-Time Gross Settlement (RTGS Guinea) System", or the agreements relating to settlement accounts and repurchase agreements.

Article 52: During the suspension period, the participant cannot transmit or receive payment orders. On the other hand, they can still be the recipient of general information sent by the Central Bank of the Republic of Guinea to participants in the system.

Article 53: The suspended participant must implement all means to lift the suspension measure taken against them. If they are unable to respect the commitments made to the Central Bank of the Republic of Guinea and other participants, they will be permanently excluded from the Real-Time Gross Settlement (RTGS Guinea) system by decision of the Central Bank of the Republic of Guinea.

Article 54: The termination, suspension, or exclusion of a participant is brought to the knowledge of all participants in the Real-Time Gross Settlement system (RBTR / RTGS Guinea).

TITLE XIII: PARTICIPATION IN FEES

Article 55: Participants in the Real-Time Gross Settlement system (RBTR/RTGS Guinea) must pay the fees resulting from the costs of processing payment orders.

Article 56: The fees, subject of the above article, are billed to participants at the end of each quarter. They are divided into a fixed share (subscription) and a variable share proportional to the number of orders processed by the Real-Time Gross Settlement system (RBTR/RTGS Guinea) during the past quarter.

Variable fees may also depend on the time of presentation of payment orders in the system. The transmission fees for any message issued by the central system are also billed to its recipient. A portion of the fixed operating costs of the Real-Time Gross Settlement system (RBTR/RTGS Guinea) will also be subject to an annual fee due by participants.

Article 57: The Central Bank of the Republic of Guinea will collect from participants a contribution to the costs of investments made available to participants in the Real-Time Gross Settlement system (RBTR/RTGS Guinea).

TITLE XIV: CONFIDENTIALITY AND EXECUTION OF ORDERS

Article 58: Participants in the Real-Time Gross Settlement system (RBTR/RTGS Guinea) are bound by professional secrecy.

Any information coming from the Real-Time Gross Settlement system (RBTR / RTGS Guinea), regardless of its form, is confidential and cannot be revealed to a third party.

Third parties do not include judicial authorities acting within the framework of their functions and within the limits of their competence, nor the inspectors and auditors of the Central Bank of the Republic of Guinea responsible for supervising the Real-Time Gross Settlement system (RBTR/RTGS Guinea).

Article 59: The Central Bank of the Republic of Guinea and participants ensure that their personnel know and respect these obligations. In the event of non-compliance with this confidentiality obligation by a member of its personnel, the participant concerned or the Central Bank of the Republic of Guinea is considered responsible.

TITLE XV: EMERGENCY PROCEDURE

Article 60: Participants must implement any solution likely to guarantee the smooth running of operations. In particular, they must set up backup systems ensuring the continuity of operations. For the BCRG central system, there are two sites: a main site composed of two sub-sites (one operational and one on standby) and a remote backup site for cold backup with the projection of taking over from the main site in the event of a malfunction of the latter.

TITLE XVI: RIGHT TO INFORMATION

Article 61: Participants are responsible for archiving and preserving information emanating from the Real-Time Gross Settlement system (RBTR/RTGS Guinea).

They cannot ask the Central Bank of the Republic of Guinea to transmit to them again information except in the event of a malfunction of the transmission network.

They can ask the Central Bank of the Republic of Guinea to transmit to them again information regarding their settlement account statements; this service is subject to specific billing.

TITLE XVII: RULES OF EVIDENCE

Article 62: In the context of the Real-Time Gross Settlement system (RBTR/RTGS Guinea), electronic files containing the records kept by the system serve as proof in the event of a dispute, either between participants and their clients, or between participants and the Central Bank of the Republic of Guinea.

The scope of the proof of these records is that which is granted to an original in the sense of a written document, duly signed.

Article 63: This instruction, which enters into force as of its date of signature, repeals and replaces all previous contrary provisions and will be published wherever necessary.

Made in Conakry, on 09 / October / 2017

The GOVERNOR Louncény NABE

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REPUBLIC OF GUINEA CENTRAL BANK

INTRADAY REPO AGREEMENT IN THE FRAMEWORK OF THE REAL-TIME GROSS SETTLEMENT SYSTEM (RBTR / 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 (RBTR / RTGS Guinea) hereinafter referred to as "the Participant(s)" on the other hand,

Preamble: The BCRG manages and controls the Real-Time Gross Settlement system (RBTR / RTGS Guinea) for large amounts and urgent payments, operating by executing Transfer Orders debited in real time on a Settlement Account with the necessary funds.

The participant in this system must have negotiable public or private securities as specified in Article 2 of this agreement.

The Participants have agreed to this framework agreement "Intraday Repo Agreement (PLI)" to govern present and future intraday repos concluded in order to make the necessary liquidity available to the Beneficiary for the settlement of its operations in the Real-Time Gross Settlement system (RBTR / RTGS Guinea) managed by the Central Bank, to consolidate them and benefit from all legislative provisions applicable to them.

Article 1: Intraday repos are governed by the provisions of Law No. L/2014/016/AN of July 02, 2014 on the status of the Central Bank of the Republic of Guinea, particularly its articles 10 and 21.

Article 2: The Beneficiary may deliver in repo to the BCRG:

• negotiable public securities including Treasury Bills, Treasury Bonds, Monetary Regulation Securities, and State Securities;
• private securities including promissory notes, bills of exchange, credit instruments representing export credit, subsidies to be received, and good signatures by the banking system, and benefit in return for liquidity equivalent to their sale price as intraday advances intended to ensure the fluidity of its payments in the Real-Time Gross Settlement system (RBTR / RTGS Guinea).