BANQUE CENTRALE DU CONGO

THE GOVERNOR

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INSTRUCTION N° 37 BIS RELATIVE TO THE SECURITIES CUSTODY, SETTLEMENT AND DELIVERY SYSTEM MANAGED BY THE CENTRAL BANK OF CONGO

The Central Bank of Congo,

Having regard to the Organic Law No. 18/027 of December 13, 2018, on the organization and functioning of the Central Bank of Congo, specifically its Articles 10, 23, 32, 74, 72, and 102;

Having regard to Law No. 18/19 of July 9, 2018, relating to payment systems and central bank securities settlement systems, specifically its Articles 14, 15, 16, 17, and following;

Having regard to Instruction No. 33 of September 18, 2017, relating to the functioning of the automated transfer system;

Considering the need to establish the operating rules for the securities custody, settlement, and delivery system managed by the Central Bank of Congo;

After consultation with all members of the Congolese Banks Association;

Decrees the following provisions:

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CHAPTER I: GENERAL PROVISIONS

Article 1: Purpose of the Instruction

This Instruction aims to specify the operating rules for the systems for holding dematerialized financial securities and securities settlement managed by the Central Bank of Congo, particularly regarding:

• services offered by the SCRLT;
• procedures for opening securities accounts;
• administration of securities accounts;
• custody of financial securities;
• settlement of operations on financial securities;
• delivery of financial securities;
• responsibility of the Central Bank.

Article 2: Definitions

For the purposes of this Instruction, the words, acronyms, and expressions below, used interchangeably in the singular or plural, are understood as follows:

1. Affiliates: Issuers and Participants, taken collectively, as direct beneficiaries of the services provided by the SCRLT;

2. Central Bank: Central Bank of Congo;

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3. Settlement Account: A cash account opened in the books of the Central Bank in its capacity as settlement agent pursuant to Instruction No. 33 of September 18, 2017, relating to the functioning of the automated transfer system;

4. Issuance Account: An account opened in the books of the Central Bank, in the name and for the account of an Issuer of a bond, to collect, considering their nature, all financial securities subject to the issuance.

5. Securities Account: An account opened in the books of the Central Bank in the name of a Participant on which the dematerialized securities it holds for its own account and for the account of clients are recorded;

6. Value Date: Day j of the booking of a financial security in the books of the Central Bank;

7. Issuer: A legal entity that issues a financial security to obtain liquidity on the capital market or money market;

8. Marginal Lending Facility: Loan granted to a Direct Participant under the conditions set out in Instruction No. 4 of the Central Bank relating to money market operations.

9. Force Majeure: Uncontrollable, irresistible, and unforeseeable events beyond the will of the parties and preventing them from fulfilling their obligations. These include in particular the following events: riot, uprising, fire, flood, storm, explosion, natural disaster, war, acts of state, acts of civil or military authorities, earthquake, epidemic, general power outage, disruptions in data circulation originating from or destined for the Central Bank, or any other cause independent of the will of the Participant in question;

10. Irrevocability: The definitive character acquired by a transfer order once it has been received by the SCRLT;

11. Primary Market: Market for the issuance of financial securities and conclusion of borrowing contracts relating to these financial securities;

12. Secondary Market: Market where already issued financial securities are traded and exchanged;

13. Direct Participant: Financial intermediary holding a securities account and a settlement account in the books of the Central Bank;

14. Indirect Participant: Financial intermediary holding only a securities account in the books of the Central Bank, whose cash counterpart of its operations is settled in the settlement account of a Direct Participant.

15. Settlement-Delivery: Procedure by which securities are delivered, usually against payment, to fulfill contractual obligations arising from the negotiation of an operation;

16. SCRLT: The ensemble of financial infrastructures managed by the Central Bank responsible for the centralized custody of financial securities as well as the settlement of operations on financial securities and the delivery of corresponding financial securities.

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17. Custodian Account Holder: Participant who plays the role of local depositary of securities, responsible for holding financial securities for its clients. It is also responsible for accounting management and tax withholding;

18. Financial Security: Any negotiable security whose domiciliation is centralized by the Central Bank in its capacity as central securities depository;

CHAPTER II: SERVICES OFFERED BY THE SCRLT

Article 3: Services of Central Securities Depository

3.1. The Central Bank, in its capacity as central securities depository, sets up and manages a centralized securities custody system that offers Affiliates the following main services:

• opening of issuance accounts for Issuers;
• registration in a specific account of the financial securities composing each issuance admitted to its operations;
• opening of securities accounts for Participants;
• control of the bookkeeping of securities held by custodian account holders;
• verification of accounting balances, within the framework of the general regime of account inscription;
• monitoring of financial securities in circulation to guarantee investors that there is no creation or disappearance of financial securities as exchanges are made;
• identification of final holders of financial securities;
• collection and liquidation of revenues generated by financial securities;
• exercise of rights attached to financial securities.

3.2. The Central Bank ensures the function of national agency for coding financial securities in accordance with international standards in this matter.

Article 4: Securities Settlement and Settlement Agent Services

4.1. The Participant benefits from the following main services:

• execution of transfer orders between securities accounts;
• simultaneous execution of transfer orders for securities and settlement of corresponding cash assets;
• execution of margin calls;
• management of suspense;
• constitution of financial guarantee contracts;
• self-collateralization of financial securities;
• management of self-collateralization limits.

4.2. The Central Bank may, in case of suspense, without prejudice to any penalty applicable to the defaulting Participant:

• cancel the operation;
• grant the Participant a regularization period that cannot exceed five days;
• agree with the Participant on a marginal lending facility or intraday credit;

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• summon, within a period that cannot exceed five days, the Participant to repurchase the financial securities sold.

4.3. The marginal lending facility and intraday credit provided for in Article 4.2 of this Instruction apply only to operations on the secondary market and, unless special authorization, to counterparties eligible for money market operations.

4.4. The Central Bank sets up, in its capacity as settlement agent, a global clearing agreement to which Direct Participants may adhere.

CHAPTER III: AFFILIATION PROCEDURES TO THE SCRLT

Article 5: Eligible Persons

5.1. The following may be affiliated to the SCRLT:

• the Public Treasury;
• the Central Bank;
• issuers of negotiable debt securities under Congolese law;
• credit institutions and other financial intermediaries admitted to the issuance of financial securities on the money market or capital market, hereinafter referred to as Participants.

5.3. The Central Bank may establish links with non-resident central securities depositories or settlement agents.

Article 6: Obligations of Affiliates

6.1. The opening of an issuance account or a securities account with the central bank entails adherence to the provisions of this Instruction and any other relevant text issued by the central bank regarding the custody, circulation, and settlement-delivery of financial securities admitted to its operations.

6.2. Each Affiliate is obliged to respect the conditions for opening an issuance account or a securities account defined respectively in Articles 13 and 14 of this Instruction on a continuous basis.

6.3. Affiliates designate one or more members of their staff who will be their exclusive interlocutors with the Central Bank, in its capacity as central securities depository and manager of the securities settlement system.

6.4. In the event of significant evolution of its services, the Central Bank may decide to subject its Affiliates to new technical and functional tests so that they demonstrate the maintenance of their ability to communicate with the SCRLT.

Article 7: Publication and Update of the List of Participants

7.1. The list of Participants, including the codes assigned to them, is published on the website of the Central Bank.

7.2. Any admission of a new Participant is subject to information published on the website of the Central Bank.

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## Article 8: Status of Participation in the SCRLT

### 8.1.
The SCRLT offers Participants two exclusive participation statuses: the status of Direct Participant and the status of Indirect Participant.

### 8.2.
The status of Direct Participant is reserved exclusively for resident financial intermediaries. However, a resident financial intermediary may request the status of Indirect Participant and, in this context, must conclude a contract with a Direct Participant, in order to present transfer orders and/or receive deliveries of securities, and proceed to their settlement. Any non-resident financial intermediary is an Indirect Participant in the SCRLT.

### 8.3.
Any Resident Participant may change status upon notification to the Central Bank of a one-month notice period starting from the date of acknowledgment of receipt. During the notice period, the Central Bank will update the reference files and make necessary parameter modifications.

### 8.4.
A Direct Participant wishing to become an Indirect Participant must propose a solution ensuring service continuity for its clients and for the Indirect Participants whom it intermediates.

### 8.5.
The Indirect Participant wishing to become a Direct Participant must comply with the conditions for opening a settlement account provided for by Instruction No. 33 of September 18, 2017, relating to the functioning of the automated transfer system.

### 8.6.
The Direct Participant is responsible for the technical processing of operations of its Indirect Participants, just as for its own operations. This responsibility does not cover the verification of the formal quality of values submitted by Indirect Participants using its technical services, nor the financial commitments that may arise from the processing of these values by the SCRLT.

## Article 9: Suspension of Services to a Participant

### 9.1.
The Central Bank may:

1) suspend, for a duration it determines, a Participant's access to all or part of the services and functionalities of the SCRLT, effective at the date and time it specifies, in case of:
   - failure by the Participant to comply with a provision of this Instruction or other relevant texts under the conditions provided in Article 31 of this Instruction;
   - opening of insolvency proceedings against the Participant;
   - occurrence of circumstances that represent, in the opinion of the Central Bank, a threat to the security, integrity, or reputation of the Central Bank or the SCRLT;
   - inability of the Participant to transfer securities it holds with the Central Bank.

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2. suspend, for a duration it determines, a Participant's access to all or part of the services and functionalities of the SCRLT, effective at the dates and times specified by the Central Bank, in case of:

• loss of the status of financial intermediary authorized to carry out securities operations;
• decision to close the securities account;
• cessation, for an Indirect Participant, of contractual relations with a Direct Participant.

9.2. Any suspension measure will remain in force as long as the Central Bank deems it appropriate and will end at the date and according to the modalities determined by the Central Bank.

9.3. The Central Bank informs the concerned Participant, no later than when the suspension takes effect, of the services and functionalities affected by the suspension measure, which may be limited to the blocking of one or more securities accounts of said Participant.

9.4. The provisions of this Instruction remain applicable during the suspension period insofar as they are compatible with such a measure.

Article 10: Termination of Relationship at the Initiative of the Central Bank

The Central Bank may terminate the contractual relationship with a Participant, for all or part of the services and functionalities, effective at the date and time specified by the Central Bank, in case of:

• serious breach by the Participant of a provision of this Instruction or other relevant texts under the conditions provided in Article 31 of this Instruction;
• negligence or refusal by the Participant to remedy the breach mentioned in the previous bullet point within the deadline set by the Central Bank for this purpose;
• cessation of activity;
• occurrence of circumstances that represent, in the opinion of the Central Bank, a threat to the security, integrity, or reputation of the Central Bank or the SCRLT;
• inability of the Participant to transfer securities it holds with the Central Bank or to exercise the rights attached thereto;
• partial or total withdrawal by the Central Bank or a competent authority of an approval required for the exercise of the Participant's activities which is directly linked to the activities within the framework of which the Participant uses the services of the Central Bank;
• exclusion from clearing and settlement operations pursuant to Instruction No. 33 of September 18, 2017, relating to the functioning of the automated transfer system.

Article 11: Termination of Relationship at the Initiative of a Participant

11.1. A Participant may end its participation in the SCRLT by notifying the Central Bank of a one-month notice period.

11.2. During the notice period, the concerned Participant is required to take all necessary measures, according to modalities agreed with the Central Bank, so as not to prejudice its clients and other Participants due to this termination.

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Article 12: Consequences of Suspension or Termination

12.1. When a Participant is subject to suspension or termination, the concerned Participant and the Central Bank are required to take all necessary measures to minimize disruptions that other Participants might suffer due to this suspension or termination. To this end, the concerned Participant is required to cooperate with the Central Bank for the application of these necessary measures.

12.2. During the notice period, the Participant may continue to benefit from the services and functionalities of the SCRLT. However, in the event of termination by the Central Bank, from the notification of termination, the Central Bank may refuse to give access to the services and functionalities of the SCRLT to the Participant whose transfer instructions could result in the credit or debit of any securities account opened in the name of this Participant.

12.3. Before the termination becomes effective, the Participant will take all appropriate measures to avoid having pending operations in the SCRLT and will provide the Central Bank with appropriate transfer or delivery instructions concerning the securities credited to the securities account opened in its name, so that their balance is reduced to zero and the concerned securities accounts are closed. Failing this, the Central Bank will take, at the risk and expense of the concerned Participant, any appropriate measures for the closure of said securities accounts.

12.4. Under the principle of irrevocability of transfer or delivery instructions, suspension or termination does not affect rights or obligations resulting from the occurrence of events, or the delivery of financial securities, prior to its entry into force.

12.5. The Central Bank informs the other Participants without delay of the suspension or termination of a Participant's participation and all consequences arising therefrom.

CHAPTER IV: ADMINISTRATION OF SECURITIES ACCOUNTS

Article 13: Conditions for Opening an Issuance Account

13.1. Except for the Public Treasury, the opening of an issuance account is subject to a favorable opinion from the Central Bank based on the file provided by the issuing legal entity comprising the following elements:

• a written request to the address indicated in Article 41 of this Instruction. This request is accompanied by a form issued by the Central Bank duly completed and signed, possibly accompanied by supporting documents requested in this form;

• the certified true copies of the statutes of the legal entity or, if applicable, a copy of the constitutive act of the establishment published in the official journal or in a legal announcements newspaper;

• the minutes of the competent body deciding on the issuance;

• the number of financial securities forming the amount of the issuance;

• proof of the opening of a cash account to receive the proceeds of the issuance with a Participant.

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13.2. The domiciliation of an issuance is subject to a specific agreement between the Issuer and the Participant domiciling the issuance.

13.3. The Central Bank has a period of 30 working days, from the date of receipt of the request, to rule and pronounce itself. It may require the applicant, during the processing of the request, to present other complementary information. For Non-resident Issuers, this period is six months.

13.4. The Central Bank may refuse the opening of an issuance account in favor of an applicant when it finds that it does not have a good reputation on the market. To establish this finding, the Central Bank will consider, if necessary, all information provided by the competent authorities of the country from which it derives.

Article 14: Conditions for Opening a Securities Account

14.1. Participants wishing to open one or more securities accounts with the Central Bank must:

1) send a written request to the address indicated in Article 41 of this Instruction. This request is accompanied by a form issued by the Central Bank duly completed and signed accompanied by the supporting documents requested in this form;

2) undergo the usual verification and test procedures carried out by persons mandated by the Central Bank;

3) possess proven technical and operational capacity attested by qualified human resources and appropriate technological infrastructure to satisfy the operational requirements of the securities account keeping and securities settlement infrastructures managed by the Central Bank;

4) demonstrate their ability to maintain this technical and operational capacity on a continuous basis;

5) be in compliance with obligations regarding anti-money laundering, counter-terrorism financing, or tax evasion.

14.2. In the event of significant evolution of its services, the Central Bank may decide to subject its Affiliates to new technical and functional tests so that they demonstrate the maintenance of their ability to communicate with the SCRLT. The modalities for executing these tests and recording the results are immediately brought to the knowledge of the applicant.

14.4. The Central Bank has a period of 30 working days, from the date of receipt of the request, to rule and pronounce itself. It may require the applicant, during the processing of the request, to present other complementary information. For Non-resident Participants, this period is six months.

14.5. The Central Bank may refuse the opening of a securities account in favor of [an applicant] when it finds that it does not have a good reputation on the market. To establish this finding, the Central Bank will consider, if necessary, the regulatory status of the candidate, the reputation of its management, and its internal control system.

14.6. If the applicant is not a financial intermediary established in the Democratic Republic of Congo, the Central Bank reserves the right to submit the approval of the securities account opening request to (i) the opinion of the approving authority under which the concerned financial intermediary falls and, if applicable, (ii) to the election

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domicile in the Democratic Republic of the Congo. This election of domicile remains valid for the entire duration of the securities account. The Central Bank may, consequently, send to the elected domicile all documents, notices, communications, and notifications that relate directly or indirectly to the securities account relationship concerned.

**Article 15: Characteristics of the issuance account and the securities account**

15.1. Each issuance account or each securities account comprises, as the case may be, the identification characteristics of the security, the Issuer or the Participant, as well as the form and legal nature of the financial securities registered therein.

15.2. The securities accounting of the Central Bank or of the Custodian Participant must allow for a distinction between securities owned by it in its own right and those of third parties.

**Article 16: Prohibition of debit balances**

16.1. Unless otherwise provided by this Instruction, the securities accounts of Participants opened in the books of the Central Bank, in its capacity as central securities depository, must at all times show a credit or zero balance.

16.2. When transfer or delivery orders for securities relate to a number of securities greater than the available balance of a Participant's settlement account or when their amount exceeds the available balance of the Participant's cash account, the Central Bank may, as the case may be:

- cancel the operation;
- grant the Participant a regularization period that cannot exceed five days;
- agree with the Participant the granting of a permanent facility or an intraday credit;
- summon, within a specified period that cannot exceed five days, the Participant to repurchase the financial securities sold;
- repurchase the financial securities ex officio.

16.3. The provisions of Article 16.2 of this Instruction, from the second to the last bullet point, apply only to secondary market operations.

**Article 17: Statement of operations on the issuance account or the securities account**

17.1. Any issuer wishing to know the holders of the issued securities may request this from the Central Bank.

17.2. The Central Bank makes available to each Participant who requests it, an accounting statement of the operations carried out on their securities accounts. This statement indicates, in particular, next to each moved securities account, the previous balance, the movement in debit or credit, and the new balance resulting from it. The requesting Participant is required to pay the consultation fees provided for in Article 34 of this Instruction.

16.3. Participants receiving the accounting statements from the Central Bank must verify, within five days from receipt, the conformity of the entries appearing on these statements with those recorded in their own accounting. Any

CONTINUATION, PAGE 9

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apparent anomaly or omission must be reported without delay to the Central Bank for possible regularization purposes.

Article 18: Settlement procedures for securities operations

18.1. Securities operations resulting in a cash counterparty give rise, as the case may be:

- to a direct payment via the gross settlement system managed by the Central Bank by debit of the cash accounts of the acquiring or selling Participant. This procedure concerns, on the one hand, Participants responsible for the financial service of corporate issuers and, on the other hand, Participants for the financial securities they hold;

- to the opening in the books of the Central Bank of interest coupon accounts or accounts for the repayment of debt securities or any other product related to securities account holdings. The collection of coupons is treated automatically;

- to direct collection by the Central Bank by debiting the settlement account of the debtor, on behalf of Participants, of sums due to them in respect of the payment of interest, repayment, or any other product related to the assets they hold in account, followed by the remittance of these sums by crediting the settlement account of the beneficiary Participants.

18.2. The exchange of financial securities is executed by the simultaneous credit and debit of the securities accounts of the Participants concerned.

18.3. Any delivery of securities in the SCRLT is carried out by transfer from one securities account to another securities account. Concomitantly with the delivery of securities, the Central Bank orders, if necessary, the corresponding cash settlements. These settlements are effected in the cash accounts of the beneficiary Participant.

18.4. The Central Bank may initiate transfers between securities accounts on its own initiative either in the course of managing the accounts incumbent upon it or for the registration, correction, or deletion of a movement previously accounted for in error or not appearing on its statements.

Article 19: Irrevocability of subscriptions and orders

19.1. Subscriptions to issued financial securities and acquisition or disposal orders for financial securities initiated by Participants are irrevocable as soon as they are taken up by the SCRLT. Similarly, the corresponding entries made by the Central Bank in its capacity as central securities depository are irrevocable.

19.2. When their registration leads to making a Participant's securities account debit, notably following a rejection or any rectifying entry recorded to the debit of their securities account, the Central Bank puts the Participant concerned on notice to regularize the situation of said securities account within the period provided for in Article 16.2.

19.3. Upon expiration of the notice, the Central Bank may proceed, at the expense of the Participant in question, to an ex officio repurchase of the missing securities. This repurchase constitutes the ex officio granting of a permanent facility or intraday credit in accordance with the provisions of Article 16.2 of this Instruction.

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Article 20: Constitution of financial guarantees in the SCRLT

20.1. The Participant eligible for money market operations may provide its financial securities held in securities accounts as collateral for credits of which it is the beneficiary from another Participant or from the Central Bank under the conditions defined by the framework agreement on financial guarantees.

20.2. Any financial security provided as collateral is transferred to a dedicated account opened in the books of the Central Bank in the name and for the account of the beneficiary creditor of the guarantee. This transfer gives rise to the establishment of a certificate of constitution of guarantee, which is delivered free of charge to said creditor.

20.4. When the Central Bank provides a Participant with a permanent facility or an intraday credit under the conditions provided for in Articles 16.2 and 19.3 of this Instruction, the financial securities received by the Participant, supplemented where appropriate by the financial securities available on their securities account, are automatically provided as collateral for the repayment of the credit granted by the Central Bank.

20.5. The Central Bank sets by default an auto-collateralization limit for each direct Participant's securities account to monitor the level of marginal lending facility or intraday credit that may be granted. Any direct Participant interested may request the Central Bank to modify the auto-collateralization limits recognized to them. This limit may have a value of zero. The change in the amount of the auto-collateralization limit takes effect on the date chosen by the Participant.

CHAPTER V: CONSERVATION AND ACCOUNTING OF SECURITIES

Article 21: Status of custodian

21.1. Direct Participants access the status of custodian of securities under the conditions defined by this article.

21.2. The status of Securities Account Custodian is attributed by the Central Bank, in its capacity as Market Authority, to Direct Participants who apply for it. Recognition of this status is granted after verifying that the applicant:

- has sufficient human and material resources;
- undertakes to comply with the principles and rules of securities accounting;
- puts in place adequate protection mechanisms for client assets and internal control;
- adheres to the conservation and settlement-delivery system operated by the Central Bank.

21.3. The Securities Account Custodian:

- ensures the custody and administration of financial securities entrusted to it in the name of their holders;
- executes received instructions (negotiation, pledge, mutation, or transfer);
- collects revenues generated by financial securities held for own account or for third-party accounts;

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- informs holders on the execution of their instructions, movements of their accounts, and coupon collection operations.

21.4. Upon the opening of a securities account with a direct Participant custodian, the latter establishes a securities account management contract under the conditions defined by the Central Bank. This contract may be accompanied by a management mandate according to the model approved by the Central Bank by which the custodian Participant provides investment services to the Client, consisting notably in concluding on behalf of the Client purchase or sale agreements relating to one or more financial instruments.

Article 22: Legal regime of financial securities provided as collateral

22.1. In accordance with the provisions of Article 31 of Law No. 18/19 of July 9, 2018 relating to payment and settlement systems, securities provided as collateral, within the framework of a repurchase agreement or by the effect of an auto-collateralization procedure, will remain on the Participant's balance sheet but their control is transferred to the Central Bank which can initiate the procedure for their realization.

22.2. Operationally, the financial securities selected by the SCRLT in the collateralization instruction will be transferred to the corresponding financial guarantee account of the Central Bank as the credit provider.

CHAPTER VI: SETTLEMENT OF OPERATIONS ON FINANCIAL SECURITIES

Article 23: Delivery of financial securities and cash settlement

23.1. The delivery of financial securities is carried out simultaneously by the debit of the cash account of the selling Participant in the books of the Central Bank and by the credit of their securities account in the books of the Central Bank, after debit, as the case may be, of the Issuer's account or the securities account of the selling Participant.

23.2. The Issuer or the selling Participant is immediately credited with the cash counterparty of the financial securities issued or sold.

23.3. When the securities operation is concluded over-the-counter, it is unwound:

- in the books of the Central Bank, in accordance with the provisions of Article 23.1 of this Instruction, when the seller and the buyer do not fall under the same custodian Participant;

- in the books of the custodian Participant when the seller and the buyer are clients of said Participant. In this case, the Central Bank is informed of the transaction that took place within the period fixed by the rules of the relevant market.

23.4. By derogation from the provisions of Article 264 of the Congolese Civil Code, Book III, the delivery of financial securities results from the registration in the account of the buyer. This registration takes place on the settlement date as provided for by the operating rules of the SCRLT, when the account of the Participant or the custodian agent is credited in accordance with the provisions of Article 23.1 of this Instruction.

Article 24: Global position netting

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24.1. The settlement of transactions taken up by the SCRLT may include a preliminary phase of global netting of Participants' positions. For Participants adhering to the global netting agreement provided for in Article 4.4 of this Instruction, the Central Bank, in its capacity as settlement bank, takes into account the positions of the Participants concerned, during a trading day, on instruments of the money market, Treasury securities market, and foreign exchange market.

24.2. The Central Bank may also organize bilateral netting according to the principle of double notification to ensure the simultaneous settlement of cash and delivery of financial securities. This netting applies only to Participants admitted to carry out over-the-counter financial securities operations.

Article 25: Coverage and provision

25.1. To ensure the coverage of their commitments, Direct Participants are required to have sufficient prior provision in securities or cash on the settlement date. In the event of insufficient provisions, orders relating to uncovered positions, subject to the benefit of a marginal lending facility, intraday credit, or regularization period under the conditions provided for in Articles 4.2 and 16.2 of this Instruction, will be rejected, without prejudice to penalties in the event of payment incident provided for by relevant texts.

25.2. Under the conditions provided for in Instruction No. 33 of September 18, 2017 relating to the functioning of the automated transfer system, Participants may allocate a portion of their assets in the books of the Central Bank, in a special account, unavailable and non-interest-bearing, to cover their operations.

25.3. In accordance with the provisions of Article 31 of Law No. 18/19 of July 9, 2018 relating to payment and settlement systems, cash assets or financial securities constituting the coverage provided for in Articles 16.2, 19.3, and 20.4 of this Instruction, are transferred in full ownership to the Central Bank for the purpose of settlement, on the one hand, of the debit balance noted during the netting of positions and, on the other hand, of any sum due to the Central Bank in respect of orders transmitted by the Participant in accordance with the operating rules of the SCRLT.

25.4. Participants undertake to maintain sufficient coverage of their positions taking into account the daily revaluation of assets admitted as coverage.

25.5. Auto-collateralization setup instructions generated by the SCRLT are unwound at the same time as the settlement-delivery instruction that triggered the auto-collateralization. Auto-collateralization repayment instructions are automatically generated by the SCRLT and put on hold as soon as the instructions for setting up auto-collateralization are generated. The repayment of auto-collateralization is at the initiative of the Participant. Failing this, repayment is carried out automatically at the loan maturity.

25.7. In the event that an auto-collateralization repayment instruction remains pending at maturity repayment, the settlement account balance not being

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sufficient, the Participant concerned is sanctioned with a penalty in accordance with the provisions of Article 35.2 of this Instruction.

CHAPTER V. TECHNICAL MANAGEMENT OF THE SCRLT

Article 26. IT service provision

26.1. The SCRLT is the property of the Central Bank which ensures its harmonious and continuous functioning. To this end, it ensures:

- secure network access for Issuers and Participants in the SCRLT in accordance with the provisions of Article 27 of this Instruction. A procedures manual defines the access protocols relating thereto. This manual specifies in particular the backup solution applicable in the event of network or SCRLT malfunction and the moment of irrevocability;
- maintenance of the SCRLT;
- any other value-added service.

26.2. However, the Central Bank assumes no responsibility for the routing of orders to the SCRLT handled by another IT service provider.

Article 27: Security of operations and connections

27.1. To secure operations carried out through the SCRLT, access to this system is carried out using an identification code for the representatives of Participants in charge of financial securities operations. Each Participant guarantees and undertakes that its production systems and installations are secured and adequate for the realization of transactions envisaged in this Instruction and that its backup systems and installations are capable of substituting for the production systems and installations in the event of a disaster.

27.2. Participants are responsible for the confidentiality and integrity of the data they introduce into the SCRLT and guarantee that they will put in place appropriate procedures to protect the network and the SCRLT against unauthorized access and use.

27.3. In the event of a breakdown in equipment or any incident on the Participant's technical infrastructure or, where appropriate, on the technical infrastructure of a third-party provider, the Participant is obliged to inform the Central Bank immediately. It may request further information on the incident and, if necessary, request that the Participant take appropriate measures to prevent such an event from recurring.

27.4. Each Participant is required to:

- carry out an annual audit inspection, by external auditors and at their expense, of their main and backup systems and installations dedicated to securities transactions;

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- communicate to the Central Bank, upon receipt, the conclusions of the audit reports of their systems and installations and respond to its requests for additional information.

27.5. Each Participant undertakes to develop, introduce, and manage a business continuity plan for its system to allow the effective continuity of its participation in the SCRLT regardless of any event, problem, or element likely, in the absence of this business continuity plan, to jeopardize the continuation of its participation in the SCRLT and/or its capacity to honor its obligations arising from this participation.

Article 28: Responsibility of the Central Bank

28.1. The Central Bank uses all reasonable means at its disposal to execute its obligations and guarantees the result. The responsibility it assumes is limited to direct damages likely to result from any malfunction of the SCRLT.

28.2. The Central Bank assumes no responsibility in the event of malfunction on the part of the connection governed by an agreement between an Internet service provider and the Participant concerned. Such malfunctions are reported to it without delay.

Article 29: Dissemination of information on the functioning of the SCRLT

29.1. The Central Bank disseminates in particular to Participants all information on the statistics of operations and on the management of the SCRLT.

29.2. Participants can consult in the SCRLT, free of charge, the movements carried out on their securities accounts. Online consultation is valid only for information less than three years old. Beyond this period, this information can be obtained by Participants from the Central Bank against fees in accordance with the provisions of Article 40 of this Instruction.

Article 30: Conservation and archiving of documents

30.1. Without prejudice to the period provided by law, the Central Bank ensures the conservation and archiving, without modification, of the data exchanged through the SCRLT. The archived data determine in particular the origin and destination of exchanged messages as well as all date and time indications of the sending or receipt of such messages.

30.2. Archived information can be obtained by Participants from the Central Bank against fees in accordance with the provisions of Article 40 of this Instruction.

CHAPTER VII. SANCTIONS FOR PARTICIPANT FAILURES

Article 31: Regularization, penalty, and suspension

31.1. Without prejudice to sanctions provided for by relevant texts, in the event of a Participant's failure to comply with one of its obligations, the Central Bank may, as the case may be, summon it to comply with said obligations within a period it sets based on the nature of the failure in question.

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31.2. When no favorable follow-up is given to this summons, the Central Bank may impose a penalty per day of delay, amounting to 1,000,000 Congolese francs, until compliance with said obligations, which must imperatively take place within a period fixed based on the nature of the failure in question.

31.3. Failing regularization, the Central Bank may decide to suspend services to the Participant concerned or terminate the contractual relationship with said Participant in accordance with the provisions of Article 11 of this Instruction.

31.4. The amount of the penalty provided for by this article may be subject to revision.

Article 32: Payment incident and short selling

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Any Participant who, on the settlement date, does not have sufficient provisions in securities or cash to cover their orders will have their orders rejected if:

- they do not regularize their account status within a period of five days;  
- they do not benefit from credit from another Participant or from the Central Bank under the conditions provided for in Article 16.2 of this Instruction;  
- they do not repurchase, within a period of five days, the financial securities sold short.

Article 33: Effect of the termination of the contractual relationship with a Participant

33.1. As a result of the termination of the contractual relationship in accordance with the provisions of Articles 10 and 11, the Central Bank will stop operations initiated through the SCRLT on behalf of the concerned Participant. However, already confirmed orders remain irrevocable. All operations initiated by the excluded Participant will be rejected from the date of exclusion.

33.2. The securities accounts of the concerned Participant are automatically placed under the management of the Central Bank in its capacity as secured creditor and pending the transfer of financial securities to another Participant.

CHAPTER VIII: FINANCIAL PROVISIONS

Article 34: Admission and management fees

34.1. The opening of an issuance account in the books of the Central Bank gives rise to the collection of admission fees from any issuer, with the exception of the Treasury.

34.2. Admission fees are established based on the value of financial securities registered in each issuance account.

34.3. Management fees include:

- fixed annual or variable fees collected from Participants holding securities accounts as custody rights, payable upon the opening of each securities account in the books of the Central Bank;

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- movement fees, collected on each credit or debit accounting entry posted to the securities accounts of Participants;  
- fees for maintaining financial guarantee accounts, collected on the market value of the securities comprising the financial guarantee and payable upon the extinguishment of the financial guarantee.

34.5. The Central Bank may collect fees for consulting archives.

Article 35: Amount of admission and management fees

35.1. The Central Bank collects an annual fee on all securities of an issuance. When the financial securities of an issuance have a maturity of less than one year, this fee is collected only once, prorata temporis, on a basis of 360 days, at the maturity of the securities.

35.2. Management fees are collected as follows:

|  | Calculation Base |  |  
| --- | --- | --- |  
| 1. Custody Right | Securities Account |  |  
| 2. Movement Fees | Transaction Volume |  |  
|  | From | To |  
|  | 1 | 10 |  
|  | 11 | 100 |  
|  | 101 | 1000 |  
|  | Beyond 1001 |  |  
| 3. Financial Guarantee Constitution Fees | Financial Guarantee Contract |  |  
| 4. Consultation Fees | Number of Consultations |  |

Article 36: Invoicing

36.1. At the end of the year or the period referred to in Article 40 of this Instruction, the Issuer or the concerned Participant receives the corresponding invoices, indicating the amounts to be paid, no later than the fifth business day from the notification. Participants responsible for the financial service of corporate issuers are liable to the Bank for the sums due by the Issuer.

36.2. Payment results in a debit on the cash account of the debtor Participant.

CHAPTER IX: TRANSITIONAL AND FINAL PROVISIONS

Article 37: Confidentiality

Except for information that is accessible or whose communication is provided for by this Instruction and any other relevant text, any information coming from the Central Bank, whatever its form, is confidential and cannot be revealed to third parties except in the context of:  
- a judicial procedure in which a Participant party asserts their rights;

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- the execution of a requisition by the Tax Administration;  
- the application of legal provisions.

Article 38: Means of Proof

Proof of operations carried out within the framework of the SCRLT is administered in accordance with the provisions of Articles 94 to 104 of Law No. 18/19 of July 09, 2018, relating to payment and securities settlement systems.

Article 39: Force Majeure

39.1. No Participant will be held responsible for a failure to comply with obligations arising from this Instruction if it is due to a case of force majeure.

39.2. Any Participant affected by a case of force majeure must inform the Central Bank, in writing, providing details of the event constituting said case of force majeure, within 24 hours, and take all appropriate measures to minimize any prejudice, cost, expense, or debt resulting from the occurrence of a case of force majeure.

Article 40: Business Day Convention

Unless otherwise provided in this Instruction, the business days and hours provided for in this Instruction are the days and hours admitted by each market backed by the SCRLT in accordance with the general market conventions concerning it.

The hours fixed in this Instruction are those of Kinshasa.

Article 41: Recipient of Correspondence

Requests for opening securities accounts and all other correspondence regarding the maintenance of securities accounts are addressed to the following address:

Central Bank of Congo  
Direction of Banking Operations and Markets

Article 42: Transitional Provision

Pending the establishment of the status of securities depository, the Central Bank sets the transitional conditions for access to the status of securities depository for financial securities by a Participant.

Article 43: Modification and Entry into Force

43.1. This Instruction may be modified at the initiative of any Participant. The Central Bank reserves the right to integrate amendments only after having obtained the favorable opinion of the majority of Participants.

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43.2. This Instruction repeals all previous provisions and enters into force on the date of signature.

Done in Kinshasa, on JUL 09 2019

Déogratias MUTOMBO MWANA NYEMBO  
Governor

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