SWIFT

Corporate Rules

These Corporate Rules specify the eligibility criteria for SWIFT users and the SWIFT admission and the terminationprocesses. This document is for current and prospective SWIFT customers.

12 January 2018

Table of Contents

Preface............................................................................................................................................................... 4

1 Introduction..............................................................................................................................................7

1.1 A SWIFT Overview.................................................................................................................................. 7

1.2 Governance at SWIFT.............................................................................................................................7

1.3 Oversight at SWIFT................................................................................................................................. 7

1.4 Data Protection Policies...........................................................................................................................8

1.5 SWIFT Contracts..................................................................................................................................... 8

1.6 Standards IPR Policy...............................................................................................................................8

2 SWIFT User Categories and Shareholding........................................................................................... 9

2.1 User Categories.......................................................................................................................................9

2.2 SWIFT User Categories - Eligibility Criteria.............................................................................................9

2.3 Shareholder Eligibility Criteria............................................................................................................... 14

2.4 Share (Re-)Allocation............................................................................................................................ 16

2.5 Service Usage Restrictions................................................................................................................... 16

3 SWIFT User and SWIFT Shareholder Admission and Termination...................................................17

3.1 Introduction............................................................................................................................................17

3.2 Compliance with Eligibility Criteria and Conditions for Admission as SWIFT User............................... 17

3.3 SWIFT User Admission Process........................................................................................................... 18

3.4 SWIFT Shareholder Admission Process............................................................................................... 20

3.5 Suspension and Loss of SWIFT User and SWIFT Shareholder Status................................................ 21

3.6 Mergers or other Corporate Restructuring............................................................................................ 24

3.7 Re-use of Admission-Related Documents or Data................................................................................24

3.8 Shareholding Aggregation..................................................................................................................... 24

3.9 Traffic Aggregation for Pricing Purposes............................................................................................... 25

3.10 Business Identifier Code (BIC).............................................................................................................. 25

3.11 SWIFT Services and Products.............................................................................................................. 25

4 The SWIFT Organisation.......................................................................................................................26

4.1 Introduction............................................................................................................................................26

4.2 SWIFT Management............................................................................................................................. 26

SWIFT Corporate Rules Table of Contents

12 January 2018 2

4.3 The Board of Directors.......................................................................................................................... 26

4.4 Oversight of SWIFT............................................................................................................................... 27

4.5 SWIFT Business Offices and SWIFT Partners......................................................................................27

4.6 National Groups.....................................................................................................................................27

4.7 Advisory and Working Groups...............................................................................................................29

5 The General Meeting of Shareholders and Shareholding Information.............................................30

5.1 General Meeting.................................................................................................................................... 30

5.2 Shareholder Information........................................................................................................................ 30

6 Liability................................................................................................................................................... 31

6.1 SWIFT Liability...................................................................................................................................... 31

7 Miscellaneous........................................................................................................................................ 32

7.1 Entrance Fee......................................................................................................................................... 32

7.2 Modifications to the Corporate Rules.................................................................................................... 32

7.3 Dispute over the Corporate Rules......................................................................................................... 32

Legal Notices...................................................................................................................................................33

SWIFT Corporate Rules Table of Contents

12 January 2018 3

PrefaceAbout this document

The SWIFT Corporate Rules specify the SWIFT user categories and eligibility criteria as approvedby the General Meeting of shareholders, and the admission and termination process as a SWIFTuser. It further briefly describes, inter alia, the role of the National Member and National UserGroup established in each country where SWIFT users are present, the SWIFT organisation, theGeneral Meeting of shareholders, and the Board of Directors. Further detailed information can befound on www.swift.com.

These SWIFT Corporate Rules may be modified from time to time by SWIFT. Nevertheless, anymodification to the eligibility criteria of SWIFT user categories and shareholding definitions aresubject to approval by the General Meeting of shareholders. Modifications to the rules and coreprinciples set forth in this document are subject to the approval of the SWIFT Board of Directors.SWIFT management is responsible for implementing these rules and their related processes.

Note The SWIFT Corporate Rules together with the SWIFT General Terms and Conditionsand other relevant service documentation, is an integral part of the contractualarrangements between SWIFT and its customers.

Audience

This document is for existing SWIFT customers and organisations wishing to become a SWIFTuser (an applicant).

Significant changes

The SWIFT Corporate Rules have overall been updated for improved readability and editorialchanges.

This table does not include editorial changes.

New and updated information since the April 2016 edition Location

SWIFT User Categories – eligibility criteria:

Clarifying note on "supervision" definition.

Financial Market Regulator(Resolution 199) on page 11

Shareholding:

• A SWIFT user in the SWIFT user category of non-shareholding member thatwishes to register a sub-member, that is a branch and/or subsidiary, shall firstrequest to become a shareholder prior to registering the sub-member.

• A SWIFT user in the SWIFT user category of sub-member that wishes to register abranch, shall first request to become and be admitted as a SWIFT shareholder.

Eligible for Shareholding: Non-Shareholding Member (Resolution133) on page 15

Sub-Member on page 16

SWIFT Corporate Rules Preface

12 January 2018 4

New and updated information since the April 2016 edition Location

SWIFT User Admission Process:

• Reference has been added that the applicant must evidence its existence with aproper business address and operations

• Reference has been added that a branch entity located in a different country/nationor territory from its parent must apply as a separate SWIFT user

• Reference has been added to a set of corporate documents an applicant SWIFTuser must make available to SWIFT as part of the admission process

• Reference has been added that an applicant must apply in and be admitted asSWIFT user in accordance with its business, and with the SWIFT eligibility criteria

• Reference that SWIFT may suspend or terminate the application if an applicantdoes not submit the required information or documents within a reasonable timeframe (6 month)

SWIFT User Admission Process onpage 18

Suspension and Loss of SWIFT user and SWIFT shareholder status:

Insolvency, liquidation, bankruptcy or similar proceedings

Added reference to local resolution laws, where SWIFT will make reasonable efforts forcontinued services towards the SWIFT user, and/or transfer contractual agreements toanother third party SWIFT user

Suspension and Loss of SWIFT Userand SWIFT Shareholder Status onpage 21

SWIFT Products and Services:

New section: A SWIFT user is automatically subscribed to a number of products/services as part of its SWIFT usership – such as SWIFT User Handbook,SWIFTSmart, SWIFT ISAC, KYC Registry Security Attestation Application and isbound to the applicable terms and conditions to such services.

SWIFT Services and Products onpage 25

SWIFT-defined terms

This document contains terms that have a specific meaning in the context of SWIFTdocumentation, for example, customer, SWIFT user, or SWIFT services and products.

For the sake of clarity, SWIFT users refer to all categories of users that make use of SWIFTservices, including the shareholders.

These terms, which are either defined in this document or in the SWIFT Glossary, are highlightedas shown in this example:

SWIFT provides secure, standardised messaging services and interface software to its customers.

Effective date

This new version of the SWIFT Corporate Rules is effective as of 12 January 2018 and, as of suchdate, terminates and replaces the previous version of the SWIFT Corporate Rules dated 8 April2016.

Related documentation

Customers can also refer to the following documents:

• SWIFT By-laws

• SWIFT General Terms and Conditions

SWIFT Corporate Rules Preface

12 January 2018 5

• Price List for SWIFT Messaging and Solutions

• SWIFT Data Retrieval Policy

• SWIFT Personal Data Protection Policy

• FIN Service Description

• SWIFTNet Service Description

• SWIFT BIC Directory

• BIC Policy

Note A number of the documents listed here above are freely available on www.swift.com >Documentation (User Handbook) A-Z while others are only accessible on asubscription basis.

For more information, customers can contact their regional SWIFT contact.

SWIFT Corporate Rules Preface

12 January 2018 6

1 Introduction

1.1 A SWIFT OverviewSWIFT (also referred to as “Company”) is a global member-owned cooperative and the world'sleading provider of secure financial messaging services.

SWIFT provides its community with a platform for messaging, standards for communicating, and itoffers products and services to facilitate access and integration, identification, analysis andregulatory compliance.

SWIFT's messaging platform, products and services connect more than 11,000 banking andsecurities organisations, market infrastructures and corporate customers in more than 200countries and territories. Whilst SWIFT does not hold funds or manage accounts on behalf ofcustomers, it enables its global community of users to communicate securely, exchangingstandardised financial messages in a reliable way, thereby facilitating global and local financialflows, and supporting trade and commerce all around the world.

SWIFT relentlessly pursues operational excellence and continually seeks ways to lower costs,reduce risks, and eliminate operational inefficiencies for its community. SWIFT's products andservices support the community's access and integration, business intelligence, reference data andfinancial crime compliance needs.

SWIFT also brings the financial community together - at global, regional and local levels - to shapemarket practice, define standards and debate issues of mutual interest or concern.

Headquartered in Belgium, SWIFT's international governance and oversight reinforces the neutral,global character of its cooperative structure. SWIFT's global office network ensures an activepresence in all the major financial centres.

1.2 Governance at SWIFTSWIFT is a co-operative company under Belgian law that is owned and controlled by itsshareholders. SWIFT's Board is comprised of 25 independent Directors appointed by itsshareholders. The Board is responsible for providing leadership in strategy, deciding on policymatters, and exercising proper supervision and control of SWIFT.

The SWIFT Board of Directors has delegated the day-to-day management of the Company to theChief Executive Officer (CEO).

SWIFT has two separate mandates in place for external audits: a Financial Audit mandate and aSecurity Audit mandate. Information about who currently holds these mandates is available onwww.swift.com > Audit Process.

1.3 Oversight at SWIFTSWIFT is overseen because of its importance to the smooth functioning of the worldwide financialsystem, in its role as provider of messaging services. SWIFT is overseen by the central banks ofthe G10 countries. Under an arrangement with the G-10 central banks, the National Bank ofBelgium, the central bank of the country in which SWIFT's headquarters are located, acts as leadoverseer.

SWIFT Corporate Rules Introduction

12 January 2018 7

1.4 Data Protection PoliciesFor information about SWIFT's compliance with data protection policies, see www.swift.com > DataProtection Policies.

1.5 SWIFT ContractsThe following information summarises the contractual framework applicable to SWIFT users.

An organisation that joins as a SWIFT user must sign a SWIFT Undertaking by which it agrees toabide by SWIFT rules.

The SWIFT By-Laws is the agreement between the shareholders and defines the governance ofthe company.

The SWIFT Corporate Rules describe the rules and processes of SWIFT usership.

The SWIFT General Terms and Conditions apply to the provision and the use of the SWIFTservices and products to which SWIFT customers subscribe through SWIFT contractualarrangements that expressly refer to these SWIFT General Terms and Conditions.

Other terms and conditions for products or services may complement, be in addition to, or in lieu of,the SWIFT General Terms and Conditions. Customers can find the terms and conditions of SWIFTservices and products at www.swift.com > Terms and Conditions.

All SWIFT contractual documents are compiled under the SWIFT User Handbook. A SWIFT usermust ensure it has at all times access to the SWIFT User Handbook.

1.6 Standards IPR PolicySWIFT and its licensors own the intellectual property rights of the standards issued by SWIFT ("theStandards"). SWIFT grants a worldwide, royalty-free, non-exclusive licence to use or promoteStandards for one or both of the following reasons:

1. for information transmission purposes in or outside the context of SWIFT messaging services

2. to develop software, products or services which support transmission of information inaccordance with SWIFT's Standards

For more information about the Standards IPR policy, see www.swift.com > IPR Policies.

SWIFT Corporate Rules Introduction

12 January 2018 8

2 SWIFT User Categories and Shareholding

2.1 User CategoriesAs a condition precedent to using SWIFT's messaging services, an organisation that is a legalperson must be registered as an authorised SWIFT user under one of the SWIFT user categories.

SWIFT has defined a number of SWIFT user categories as set out in section 2.2 SWIFT UserCategories - Eligibility Criteria on page 9. The eligibility criteria of each user category andsubsequent amendments thereof, are presented to and approved by the General Meeting ofshareholders. In addition, the eligibility criteria are complemented by the local rules and regulationsapplicable in the applicant's nation. Any organisation that wishes to apply for SWIFT usership mustcomply and ensure continued compliance with these eligibility criteria and local applicable rulesand regulations.

2.2 SWIFT User Categories - Eligibility Criteria

2.2.1 Supervised Financial Institution (Resolution 202)A Supervised Financial Institution is:

1. an entity that engages in payment, securities, banking, financial, insurance, or investmentservices or activities, and that, for such purposes

a. is (i) licensed by or (ii) authorised by or (iii) registered with a Financial Market Regulator,and

b. is subject to supervision by a Financial Market Regulator as per Resolution 199 (seesection 2.2.3.2Financial Market Regulator (Resolution 199) on page 11); or

2. an international, supranational, intergovernmental or national governmental body or institutionthat as a main activity engages in payment, securities, banking, financial, insurance, orinvestment services or activities (including central banks).

2.2.2 Non-Supervised Entity Active in the Financial Industry(Resolutions 202 & 229)A Non-Supervised Entity active in the financial industry:

1. is an entity whose main activity is to:

a. engage in payment, securities, banking, financial, insurance, or investment services oractivities to Supervised Financial Institutions and/or to third parties unrelated to the Non-Supervised Entity, or

b. engage in services to Supervised Financial Institutions and/or to third parties unrelated tothe Non-Supervised Entity, which services support financial transaction processing bymeans of communicating and processing information and which services require thesending of messages in the Non-Supervised Entity's own name; and

2. is not subject, for such purposes, to supervision by a Financial Market Regulator; and

SWIFT Corporate Rules SWIFT User Categories and Shareholding

12 January 2018 9

3. is an entity which:

a. is a duly incorporated, validly existing, and duly organised legal entity, and

b. is in good standing financially and with respect to compliance with applicable laws andregulations, and

c. is subject to regular audits in accordance with internationally recognised accountingstandards by an independent audit firm; and

4. is an entity which:

a. is majority-owned by a(n) entity(ies) in the user category of Supervised Financial Institution,or

b. is recommended by three entities in the category of Supervised Financial Institutionunrelated to the Non-Supervised Entity applicant. Recommendation means that theSupervised Financial Institution knows the applicant and confirms its willingness to conduct,directly or indirectly, business with the entity over SWIFTNet.

2.2.3 Closed User Groups and Corporate EntitiesFor certain SWIFT user categories, SWIFT users are only able to use SWIFT's messaging servicesin a Closed User Group. For each Closed User Group, an administrator defines the rules, theservices and the admission criteria. The administrator is either the owner of the Closed User Groupor SWIFT. Except for Treasury Counterparty, the following SWIFT user categories require the set-up of a Closed User Group to use SWIFT’s messaging services:

• Corporate (in the SCORE -Standardised Corporate Environment - model)

• Financial Market Regulator

• Payment System Participant

• Securities Market Data Provider

• Securities Market Infrastructure System Participant

• Service Participant within Member-Administered Closed User Group

• Treasury Counterparty

Please find below the eligibility criteria of each of the SWIFT user categories that require a ClosedUser Group with the exception of Treasury Counterparty.

2.2.3.1 Corporate (BRM 196 and Resolution 207)To be eligible in the category of Corporate, the corporate entity should:

1. be listed on a regulated stock exchange of a country that is a member of the Financial ActionTask Force (FATF); or

SWIFT Corporate Rules SWIFT User Categories and Shareholding

12 January 2018 10

2. be majority-owned by an entity that is eligible as per the criteria 1) above, provided it submits toSWIFT a Declaration of Ownership from the eligible parent entity.

In addition, the entity must be:

a. a duly incorporated, validly existing and duly organised legal entity

b. in good standing financially and with respect to compliance with applicable laws andregulations, and

c. subject to regular audit according to internationally recognised accounting standards by anindependent audit firm; or

3. be recommended by a SCORE financial institution (FI) that is located in a FATF membercountry and that participates in the SCORE Closed User Group. Recommendation meansconfirming its willingness to exchange traffic with that Corporate over SWIFTNet.

Note A SCORE financial institution (FI) is a SWIFT user in the SWIFT user category ofSupervised financial institution that subscribed to the SCORE model.

The SCORE financial institution's recommendation is subject to its own internal AMLprocedures and business rationale for doing business with that Corporate. It does notengage the financial institution's responsibility by recommending a Corporate vis-à-visthe other financial institutions or SWIFT.

2.2.3.2 Financial Market Regulator (Resolution 199)A Financial Market Regulator is an entity, agency, association, or organisation which:

1. a. is owned or controlled by federal, state, regional or local governments, or

b. is established or operates pursuant to international, federal, state, regional or local treaties,laws, or regulations, and

2. regulates or supervises institutions engaged in securities, banking, financial, investment, orinsurance business, including financial markets with a view to protect the integrity and stabilityof the financial markets.

Note For the purpose of definition of Supervised financial institution under 2.2.1,supervision means prudential supervision which includes, among other things, capitaladequacy, management procedures, regular reporting in accordance with regulationsand rules set by the financial market regulator.

2.2.3.3 Payment System Participant (BRM 146)1. For the purpose of this category a Payment System is defined as:

a. a funds transfer system processing third-party payments,

b. supervised by a Central Bank or an appropriate Regulatory Authority,

c. for which SWIFT provides network or other services with the approval of the Board ofDirectors,

d. pursuant to a resolution from the Board of Directors acknowledging the access criteria ofthe system.

SWIFT Corporate Rules SWIFT User Categories and Shareholding

12 January 2018 11

2. A Payment System Participant is an institution which is:

a. the Central Bank, the Regulatory Authority, or the Administrator of the Payment System, or

b. an institution authorised by the Central Bank, the Regulatory Authority, or the Administratorto become a user of the Payment System according to the access criteria of the PaymentSystem.

2.2.3.4 Securities Market Data Provider (BRM 187)A Securities Market Data Provider:

1. is an entity whose principle activity is to:

a. collect Financial Information (as defined in this section) required by financial institutions,from a number of direct and indirect sources, such as Exchanges, other financialinstitutions, issuers, internet, newspapers and other printed media, and

b. distribute that same Financial Information, or any additional or derived information, as partof their service or product, to financial institutions;

For the purpose of this definition, Financial Information is defined as follows:

• Corporate Action announcements - an action undertaken by a company which distributescash, stock, or a combination to shareholders or stock holders, or which changes the natureor description of a company's stock

• Reference data - static information that describes assets and issuers

• Securities Pricing information - information identifying the opening, closing, and intradayprices of traded securities

• New Issue and Prospectus documents - documents that describe a new issue or corporateevent in detail

• Shareholders Meeting information - details of the meeting, the resolutions, meeting reports,and voting results

• Trade Volume information - the number of shares traded, the Exchange, average size pertrade, largest trade

• Index data - price information about market and foreign-exchange indices

2. does not qualify for SWIFT membership under any of the existing categories, and

3. is in good standing financially and with respect to compliance with applicable laws andregulations, and

4. is audited according to international accounting standards, (for example, InternationalAccounting Standards [IAS], USGAAP standards) by a recognised audit firm on a regular basis

SWIFT Corporate Rules SWIFT User Categories and Shareholding

12 January 2018 12

2.2.3.5 Securities Market Infrastructure System Participant (BRM 161)1. For the purpose of this category, a Securities Market Infrastructure System is defined as:

a. a system processing securities-related messages or data

b. administered by a Central Institution or an appropriate Regulatory Authority

c. for which SWIFT provides network or other services with the approval of the Board ofDirectors

d. pursuant to a resolution from the Board of Directors acknowledging the access criteria ofthe system

2. A Securities Market Infrastructure System Participant is an institution which is:

a. the Regulatory Authority or the Administrator of the Securities Market InfrastructureSystem, or

b. an institution authorised by the Regulatory Authority or the Administrator to become a userof the Securities Market Infrastructure System according to the access criteria of theSecurities Market Infrastructure System

2.2.3.6 Service Participant within Member Administered Closed UserGroups (BRM 166)A Member-Administered Closed User Group is defined as a group of users selected by ashareholder to participate in the Closed User Group as Service Participant and allowed to useSWIFT services and products to communicate with a service administrator, where:

1. the service administrator is a shareholder or its designated sub-member and is responsible forthe following:

a. to ensure that users participating in the Closed User Group meet the admission criteriathereto

b. to administer the admission process to the Closed User Group, including in particularcertifying the identity of users that participate in the Closed User Group

c. to restrict the usage of SWIFT services and products to support other services supplied bythe service administrator

d. to monitor and take reasonable measures to ensure compliance by the users participatingin the Closed User Group with the admission criteria, and with applicable laws andregulations, including, but not limited to, money laundering regulations

2. The admission criteria defined by the service administrator are objective and proportional to itslegitimate needs and objectives. They require, at a minimum, that any user admitted in theClosed User Group as Service Participant:

a. be a duly incorporated, validly existing and duly organised legal entity

b. be in good standing financially and with respect to compliance with applicable laws andregulations, and

c. be subject to regular audit in accordance with internationally recognised accountingstandards by an independent audit firm

3. the users participating in the Closed User Group are allowed to use the SWIFT services andproducts to communicate exclusively with the service administrator

SWIFT Corporate Rules SWIFT User Categories and Shareholding

12 January 2018 13

4. A Service Participant is an institution that

a. is a customer of the service administrator

b. is sufficiently known by the service administrator of the relevant Member-AdministeredClosed User Group to ensure the service administrator can meet its obligations outlinedpreviously, and

c. has been admitted by the service administrator to the relevant Member-AdministeredClosed User Group according to the relevant admission criteria (as listed under point 2above).

2.2.3.7 Treasury Counterparty (BRM 155)A Treasury Counterparty is an entity duly incorporated within its own jurisdiction that:

1. undertakes a large volume of treasury activities incidental to its core business with multiplebank counterparties, and

2. does not qualify as a SWIFT shareholder, sub-member or other category of participant, and

3. is in good standing, financially, and with respect to compliance with applicable laws andregulations, and

4. is audited according to international accounting standards by a recognised audit firm on aregular basis

Note The Board of Directors defines the SWIFT services entitlements for the differentSWIFT user categories. In case of a Closed User Group, the administrator will furtherspecify the rules, the services, and the admission criteria applicable to it. Althoughinitially SWIFT sought a recommendation from the National Member Group for theimplementation of domestic messaging services, to date this process has become lessrelevant. The National Member Group is informed of the set-up of such domesticservices through regular reporting.

2.3 Shareholder Eligibility CriteriaAccording to article 8 of the SWIFT By-Laws, any organisation that is a SWIFT user may bepermitted to make use of the services of SWIFT, provided that it complies with the eligibility criteriaset forth by the General Meeting of the shareholders and described under 2.2 SWIFT UserCategories - Eligibility Criteria on page 9.

Furthermore, article 8 states that any organisation that is a SWIFT user may be considered foradmission as a shareholder of SWIFT which, in the opinion of the Board of Directors:

1. is involved in the same type of business as the other shareholders and

2. is involved in financial message transmission

In that respect, the Board confirmed and reiterated at the General Meeting of shareholders in June2000 that Banks, Brokers/Dealers in Securities and Investment Management Institutions arein the same type of business and hence may become shareholders.

The provisions in relation to the admission as a shareholder, the shareholding rules, and the loss ofshareholding status are laid down in article 8 and articles 10 to 15 of the SWIFT By-Laws.

SWIFT Corporate Rules SWIFT User Categories and Shareholding

12 January 2018 14

2.3.1 Brokers/Dealers in Securities (Resolution 80/BP 804)A Broker/Dealer in Securities is an entity that:

1. as main activity is engaged in the underwriting and/or dealing in securities and relatedinstruments, including the following:

a. trading for the account of unrelated third-party customers in transferable securities, or

b. underwriting or participating in securities issues for customers and providing servicesrelated to such issues, or

c. managing portfolio for unrelated third-party customers and providing related advice, and/or

d. being authorised to trade on a Recognised Exchange; and

2. the entity is adequately regulated and effectively supervised by appropriate governmental orquasi-governmental bodies to minimise systemic risk (which includes regulation of capitaladequacy) and other risks that could affect the viability of SWIFT or the integrity or security ofthe SWIFT network or the stability of financial markets.

2.3.2 Investment Management Institutions (Resolution 113/BP804)An Investment Management Institution is an entity that:

1. as main activity is engaged in the management of asset portfolios, including the

a. trading for the account of unrelated third-party customers in transferable securities; or

b. underwriting or participating in securities issues for customers and providing of servicesrelated to such issues; or

c. managing portfolio for unrelated third-party customers and providing related advice, and

2. the entity is adequately regulated and effectively supervised by appropriate governmental orquasi-governmental bodies to minimise systemic risk (which includes regulation of capitaladequacy) and other risks that could affect the viability of SWIFT or the integrity or security ofthe SWIFT network or the stability of financial markets.

2.3.3 Eligible for Shareholding: Non-Shareholding Member(Resolution 133)An organisation that complies with the eligibility criteria of shareholder as defined here above maydecide at the time of application as a SWIFT user not to acquire any share and not to become ashareholder. Such organisation will be registered with SWIFT under the specific 'sub'-category ofnon-shareholding member. Such organisation shall however participate in subsequent(re-)allocations of shares in view of determining whether it must acquire shares as per thethreshold rule of SWIFT By-Laws, article 10 (b).

If the organisation is prevented from becoming a shareholder by law or by charter, then it mustdisclose this to SWIFT, and duly document this at the time of submitting its application to become aSWIFT user.

The non-shareholding member has in principle the same usage of the services of the Company asa shareholder. However where restrictions apply, these will be described in the relevant servicedocumentation.

SWIFT Corporate Rules SWIFT User Categories and Shareholding

12 January 2018 15

Note A non-shareholding member that wishes to register a sub-member, that is a branchand/or subsidiary as per the definition contained in section 2.3.4, shall first request tobecome and be admitted as a SWIFT shareholder in line with 3.4 SWIFT ShareholderAdmission Process on page 20.

2.3.4 Sub-MemberA sub-member is an organisation that:

1. is more than 50 percent directly or 100 percent indirectly owned by a shareholder and

2. meets the criteria set forth in the second paragraph of Article 8 of the SWIFT By-Laws

A sub-member must be under full management control of the shareholder. Only a shareholder mayregister a sub-member.

Note A sub-member that wishes to register a branch, shall first request to become and beadmitted as a SWIFT shareholder in line with 3.4 SWIFT Shareholder AdmissionProcess on page 20.

2.4 Share (Re-)AllocationAs defined in the SWIFT By-Laws under article 10, an organisation eligible and wishing to becomea shareholder shall pay one share. This share and any subsequent shares shall be registered inthe share register of the Company.

The shares of the Company are (re-)allocated at a minimum every three years as per the provisionsof article 10 (c) of the SWIFT By-Laws. The (re-)allocation of shares is based on the annualfinancial contribution paid by the (eligible) shareholder and its sub-member (if applicable), to theCompany for the provision of network-based services.

2.5 Service Usage RestrictionsThe Board of Directors establishes, within the limits defined by the General Meeting ofshareholders, the service usage conditions applicable to each category of SWIFT user. Detailedinformation concerning usage conditions is available in the respective service descriptions.

In addition and as a general principle, SWIFT services and products are ancillary to its coremessaging services and some may only be available to organisations that are actively using SWIFTmessaging services.

SWIFT Corporate Rules SWIFT User Categories and Shareholding

12 January 2018 16

3 SWIFT User and SWIFT ShareholderAdmission and Termination

3.1 IntroductionIn accordance with article 25 of the SWIFT By-Laws, the Board of Directors has delegated theadmission and termination process of SWIFT users to SWIFT management. SWIFT managementmay reject an application to become a SWIFT user if it determines that the applicant does notcomply with the applicable criteria and conditions for admission.

The admission process of a SWIFT shareholder is governed by article 8 of the SWIFT By-Lawsand it is undertaken in two steps. Before being admitted as a SWIFT shareholder, the applicantmust first be admitted as a SWIFT user (subject to all criteria and conditions thereto being met).The SWIFT Board of Directors is competent to decide on the approval of the admission of newshareholders.

The grounds for loss of SWIFT user status or SWIFT shareholder status are governed by section3.5 of the SWIFT Corporate Rules, article 15 of the SWIFT By-Laws, and clause 10 of the SWIFTGeneral Terms and Conditions. The SWIFT Board of Directors is empowered to decide on theexpulsion of SWIFT shareholders.

The rules governing the SWIFT user and shareholder admission and termination process are setout in the following sections.

3.2 Compliance with Eligibility Criteria and Conditionsfor Admission as SWIFT UserContinued compliance with the eligibility criteria and the conditions for admission are important tothe SWIFT community.

The definitions of SWIFT user categories, the local admission criteria, and, in general theacceptance by SWIFT of a SWIFT user are not a substitute for the other SWIFT users' duty toconduct their proper due diligence. Likewise, SWIFT services and products entitlements cannotsupersede applicable local laws and regulations. SWIFT users are therefore expected to performdue diligence, to apply the know-your-customer principles to their counterparties and to complywith good industry and security practices when conducting business using SWIFT services orproducts.

All SWIFT users undertake to satisfy and ensure continued compliance with the eligibility criteriaand the conditions for admission set forth in these SWIFT Corporate Rules. In addition, the SWIFTusers that are also SWIFT shareholders must comply with the SWIFT By-Laws.

All SWIFT users must provide and maintain at any time current, accurate and complete informationabout their organisation and their representatives and must provide SWIFT with all appropriatedocuments and other information relevant to their status as SWIFT user, as requested by SWIFTfrom time to time. The submission of such documents to SWIFT is mandatory and a prerequisite foradmission and status as a SWIFT user.

Notwithstanding the evaluation process for eligibility and admission of a SWIFT user as set forthbelow, SWIFT reserves the right to reject an application as a SWIFT user or to terminate the status

SWIFT Corporate Rules SWIFT User and SWIFT Shareholder Admission and Termination

12 January 2018 17

of a SWIFT user in the event that, or, if according to the reasonable interpretation of SWIFT, any ofthe following occurs:

1. the access to, or use of, SWIFT services and products by that applicant or SWIFT user hasadversely affected, or may adversely affect, the security, reliability and/or resiliency of itsoperations or, more generally, SWIFT's reputation, brand or goodwill;

2. the applicant or SWIFT user (i) demonstrates a conduct which is not in line with generallyaccepted business conduct principles, (ii) is subject to regulations impacting its SWIFT userstatus, (iii) does not comply with applicable laws or regulations, (iv) its business, regulatoryand/or geographical profile does not conform to the expected use of SWIFT services andproducts under the SWIFT user category that it applies for or is registered in, or (v) displays abehaviour not to have an apparent need or continuing need for SWIFT services or products; or

3. such applicant or SWIFT user, or one of its affiliates, has been refused admission as a SWIFTuser in the past twelve (12) months.

3.3 SWIFT User Admission ProcessThe admission process of an applicant SWIFT user or SWIFT user is as follows:

1. Any organisation that is a legal person may be considered for admission as a SWIFT user and,upon admission as a SWIFT user, be permitted on a contractual basis to make use of theSWIFT services and products, provided that it complies with the respective eligibility criteria ofone of the SWIFT user categories as set out in 2.2 SWIFT User Categories - Eligibility Criteriaon page 9, and local admission criteria (as applicable). The local admission criteria may includespecific registration rules, local laws and regulations applicable to the organisation. It mustfurther comply with the criteria as set out in 3.2 Compliance with Eligibility Criteria andConditions for Admission as SWIFT User on page 17.

2. The applicant or SWIFT user must be located in a country/nation or territory that is universallyrecognised by the international community, including by the United Nations and the EuropeanUnion. SWIFT uses as reference the countries and country codes lists confirmed by theInternational Standards Organisation in ISO3166. As part of the admission process, it mustevidence its existence with a proper business address and must be in operation.

3. Any applicant must submit its interest to become a SWIFT user through the on-boarding tool onwww.swift.com. A branch entity located in a different country/nation or territory from its parentshall apply as a separate SWIFT user.

SWIFT Corporate Rules SWIFT User and SWIFT Shareholder Admission and Termination

12 January 2018 18

4. An applicant or SWIFT user must provide evidence of its compliance with the eligibility criteriaand conditions for admission, as and when requested by SWIFT.

In line with best practices in the financial industry, SWIFT has put in place documented, neutraland risk based processes. It shall validate any application against the eligibility criteria definedfor each SWIFT user category, the local admission criteria (which include local rules andregulations), the eligibility criteria as set out in 3.2 Compliance with Eligibility Criteria andConditions for Admission as SWIFT User on page 17, and any other available legal, corporateor business information deemed relevant by SWIFT.

SWIFT may request the applicant or SWIFT user to provide it with any material documentationto substantiate the applicant's or SWIFT user's compliance with the eligibility criteria andconditions for admission.

As part of the admission process the applicant must, at a minimum, make available to SWIFTfollowing set of corporate documents (in local language and English translation):

• Certificate/memorandum of incorporation/notary deed/charter (as applicable)

• Extract from the company/trade registry

• Articles of association/By-laws

• Audited financial statements/annual report

• Ownership structure and percentage of ownership

• Board of directors

• Proof of authorised signatures

Subject to the eligibility criteria of the SWIFT user category, and validations as part of the duediligence process, SWIFT may require additional documents or evidences from the applicant orSWIFT user as a condition in the admission process. Such evidences may include, but notlimited to, financial operating license recommendations from other SWIFT users, or descriptionon the required use of SWIFT services and products.

Insufficient evidence by the applicant regarding its compliance with the eligibility criteria andconditions for admission, and absence of documents as requested during the admissionprocess is a ground for SWIFT not to commence the admission process or validate theapplication.

An applicant shall apply and shall be admitted as a SWIFT user in the SWIFT user category inaccordance with its business, SWIFT user eligibility criteria, and local admission criteria.

SWIFT may suspend or close the application if the applicant user does not submit the requireddocuments as requested within a reasonable time, typically six (6) months.

5. SWIFT may also consult with local authorities, regulators, the National Member Group or otherSWIFT users, and may consult both external customer due diligence sources as well as theSWIFT KYC Registry (as set out in the SWIFT KYC Privacy Policy) for additional informationwhich may be relevant to an application or the status as SWIFT user. In addition, SWIFT mayconsult the service administrator where the applicant has applied to participate in the ClosedUser Group.

6. SWIFT reserves the right to inform authorities or other persons concerned if it believes, basedon reasonable grounds, that the application or undertaking is fraudulent.

7. As part of the admission process, the applicant SWIFT user will sign a SWIFT Undertaking. Byreturning the duly completed SWIFT Undertaking, the applicant confirms its adherence to (i)the SWIFT Corporate Rules and the other rules as referred to in the contractual documentationmade available to the applicant, (ii) the SWIFT By-Laws if it wishes to subsequently become a

SWIFT Corporate Rules SWIFT User and SWIFT Shareholder Admission and Termination

12 January 2018 19

SWIFT shareholder. Submission of the SWIFT Undertaking does not constitute admission ofthe applicant as a SWIFT user, nor does it give the applicant any rights before it has beenformally admitted by SWIFT as a SWIFT user and has been notified of such a decision bySWIFT.

8. Upon SWIFT's validation, acceptance and admittance of an applicant as a SWIFT user, SWIFTwill notify the applicant in writing of its decision and will inform the representative of the NationalMember Group in the country of the new SWIFT user.

9. Within a reasonable time frame, and in any event within three (3) months after its admission asa SWIFT user, the new SWIFT user must subscribe to SWIFT services and products and mustconfirm in writing to SWIFT its readiness to actively use such SWIFT services and products.Failure to do so without a valid reason is a ground for SWIFT to revoke the SWIFT user'sstatus.

10. SWIFT shall make the list of newly accepted SWIFT users available to the National Groups andthe Board of Directors.

11. The National Member Group located in the nation of the SWIFT user may question the(continued) SWIFT user's compliance with the eligibility criteria. In such case, SWIFT shallverify the information submitted to it and may seek further information from the SWIFT user orfrom any third parties. In such instance, SWIFT shall either (i) reconfirm its initial decision toadmit the applicant, (ii) take such actions or steps as needed to amend the status and notify theSWIFT user of the change in its SWIFT usership, or (iii) terminate the SWIFT user's status.

12. Once admitted, a SWIFT user may join the local National Group(s) in order to stay informed ofSWIFT-related matters

13. A SWIFT user is required to provide SWIFT with written notice of any change concerning itslegal status, including but not limited to any changes in the ownership of its capital, anychanges affecting its legal and regulatory requirements and any changes in its ability to complywith the eligibility criteria and conditions for admission which could affect its status as SWIFTuser. Upon receipt of such notice, SWIFT may require the SWIFT user to provide suchadditional information as SWIFT may consider material in order to evaluate the changes and toassess the impact thereof on the SWIFT user's ongoing status.

14. In the event that SWIFT rejects an application of an applicant to become a SWIFT user, it shallnotify the applicant of such rejection. For the avoidance of doubt, any claim in connection withsuch rejection must be made in accordance with section 7.3. of these SWIFT Corporate Rules.Such claim shall not trigger the suspension of the effect of SWIFT's decision.

3.4 SWIFT Shareholder Admission Process1. Any SWIFT user that complies with the eligibility criteria of a shareholder as described in article

8 of the SWIFT By-Laws and section 2.3 Shareholder Eligibility Criteria on page 14 mayrequest to become a shareholder. SWIFT management shall validate compliance with suchshareholding criteria and, if it is of the opinion that such criteria are met, it will request theapplicant shareholder to pay one share, as advance payment, at the then current subscriptionprice. In case of a transfer of shares as defined in article 13 of the SWIFT By-Laws, no initialshare payment is required.

2. Upon receipt of payment of the share, and/or in case of a transfer of shares as defined in article13 of the SWIFT By-Laws, SWIFT management shall present the application of the SWIFT userto become a shareholder, and/or the transfer of shares to the Board of Directors by way of amonthly written report. The Board of Directors shall verify compliance of the SWIFT user withthe shareholding criteria as described in article 8 of the SWIFT By-Laws and section 2.3

SWIFT Corporate Rules SWIFT User and SWIFT Shareholder Admission and Termination

12 January 2018 20

Shareholder Eligibility Criteria on page 14. The decision of the Board is confirmed by tacitapproval. The applicant may exercise its shareholder rights upon approval by the Board ofDirectors.

3. After the decision by the Board of Directors to admit a SWIFT user as shareholder has takeneffect, SWIFT shall (i) notify in writing the status as shareholder to the SWIFT user and to therepresentative of the National Member Group in the nation of the new shareholder and (ii)register the new shareholder in the share register of SWIFT.

4. The Board of Directors must reject an application of a SWIFT user to become a shareholder if itdetermines that the criteria and conditions for being a SWIFT shareholder are not met. SWIFTshall notify the SWIFT user of such rejection and of the grounds thereof. For the avoidance ofdoubt, any claim in connection with such rejection must be made in accordance with section 7.3Dispute over the Corporate Rules on page 32 of these SWIFT Corporate Rules. Such claimshall not trigger the suspension of the effect of SWIFT's decision.

3.5 Suspension and Loss of SWIFT User and SWIFTShareholder Status1. Resignation by the SWIFT User or SWIFT Shareholder

Any SWIFT user may resign from the Company upon written notice and subject to the relevantterms and conditions.

Subject to the resignation conditions for shareholders, any SWIFT shareholder may resignupon written notice and subject to the relevant terms and conditions.

The resignation conditions for shareholders are as set out in article 15 (b) of the SWIFT By-laws.

The list of shareholders that resign from SWIFT shareholding is presented in writing to theBoard of Directors. Unless a Director expressly objects to a resignation, the resignation shall beconsidered tacitly approved by the Board. The resignation shall be recorded in the shareregister of SWIFT, and the shareholder who resigned shall be notified of its resignation from theSWIFT shareholding.

SWIFT Corporate Rules SWIFT User and SWIFT Shareholder Admission and Termination

12 January 2018 21

2. Suspension and Termination (expulsion) of a SWIFT User by SWIFT

SWIFT may at its sole discretion and upon notice to the SWIFT user suspend or terminate theSWIFT user status in the event or if according to the reasonable interpretation of SWIFT, any ofthe following occurs:

a. the SWIFT user does not observe or ceases to observe the terms and conditions applicableto it under these SWIFT Corporate Rules (including but not limited to the eligibility criteria),the SWIFT By-Laws or any other contractual arrangements with SWIFT. For example, theoperating licence of a supervised financial institution has been suspended or revoked, andthe SWIFT user is not or no longer permitted to continue its use of SWIFT services andproducts in another SWIFT user category.

b. subject to section 3.5.5, the SWIFT user becomes insolvent or generally fails to pay, oradmits its inability to pay, all or a substantial part of its debts as they become due, orapplies for or is granted a moratorium;

c. subject to section 3.5.5, the SWIFT user becomes subject to, or avails itself of, a liquidation,receivership, bankruptcy, insolvency, or similar proceeding;

d. the SWIFT user fails to comply with any law, decree, regulation, order or any other act orintervention of a regulatory, governmental, legislative or judicial authority, including a courtor arbitral tribunal; or

e. the SWIFT user has not been actively using or ceases to actively use SWIFT messagingservices, or has not conformed to an expected business conduct that would justify itscontinued status as SWIFT user

For the avoidance of doubt, any claim in connection with such suspension or termination mustbe made in accordance with section 7.3 Dispute over the Corporate Rules on page 32 ofthese SWIFT Corporate Rules. Such claim shall not trigger the suspension of the effect ofSWIFT's decision.

3. Termination (expulsion) of a SWIFT Shareholder by SWIFT

The conditions for expelling a shareholder are as set out in Article 15 of the SWIFT By-Lawsand the Belgian Companies Code. The Board of Directors is competent to decide on thetermination of an existing shareholder, after having obtained a written report thereto fromSWIFT management. Any claim in connection with such termination (expulsion) must be madein accordance with section 7.3 Dispute over the Corporate Rules on page 32 of these SWIFTCorporate Rules which shall apply mutatis mutandis to any such claim.

4. Monitoring of, and changes to, the SWIFT User status

a. SWIFT reserves the right to verify at any time the SWIFT user's compliance with applicableeligibility criteria and other conditions governing the SWIFT user status. In particular,SWIFT may check all documents and information provided by a SWIFT user in connectionwith its SWIFT usership and may consult commercial databases, credit scoring and ratingagencies. SWIFT may also request additional information and clarification from, but notlimited to, the SWIFT user concerned, other SWIFT users, the National Member Group,regulators, or local authorities.

b. A SWIFT user admitted as a Supervised financial institution must, at any time, immediatelyinform SWIFT if its financial operating licence is suspended or revoked.

SWIFT Corporate Rules SWIFT User and SWIFT Shareholder Admission and Termination

12 January 2018 22

5. Insolvency, Liquidation, Bankruptcy or similar proceedings

In the event that a SWIFT user becomes insolvent or generally fails to pay, or admits its inabilityto pay, all or a substantial part of its debts as they become due, or applies for or is granted amoratorium, or becomes subject to, or avails itself of, liquidation, receivership, bankruptcy,insolvency or similar proceedings (each, a "Proceeding"), the SWIFT user is allowed to makecontinued use of SWIFT services and products if all of the following conditions are fulfilled,insofar as permitted by and subject to the applicable laws of the Proceeding:

a. The SWIFT user and/or relevant liquidator, receiver or similar official (each an "Official")with respect to the Proceeding send a formal request to SWIFT justifying the continuedneed for SWIFT services and products.

b. SWIFT concurs with the justification for continued need of SWIFT services and products,which concurrence will not be unreasonably withheld.

c. The SWIFT user or relevant Official guarantees or otherwise provides assurance ofpayment of SWIFT invoices for the provision of SWIFT services and products during theProceeding.

d. If requested by SWIFT, the SWIFT user informs the SWIFT community by SWIFT broadcastmessage. The price of the broadcast is invoiced to the SWIFT user; and

e. The SWIFT user or Official and SWIFT will mutually agree on the termination date as aSWIFT user. The SWIFT user and/or Official must use their reasonable best efforts to keepthe period for continued usage of SWIFT services and products and status as SWIFT useras short as practically possible. It is expected that the SWIFT user status will normally beterminated not later than twelve (12) months after SWIFT has been made aware of theProceeding. Any request for extension must be agreed in writing by SWIFT and SWIFT mayimpose conditions for extension.

SWIFT acknowledges that SWIFT users that are supervised financial institutions may besubject to special laws (“Local Resolution Laws”) concerning receivership or resolutionproceedings in the jurisdictions in which they are organised or located. In some cases suchLocal Resolution Laws may:

a. mandate the recognition of transfers of assets and rights of a failed institution to asuccessor institution, for instance. If made aware of, and provided proper notice of relevantorders/actions in, such proceedings, SWIFT will make reasonable efforts to accommodatesuch Local Resolution Laws with respect to transfer of BICs and SWIFT usership statusfrom a failed financial institution to a successor financial institution taking into considerationlaws applicable to SWIFT, as well as the SWIFT By-Laws, SWIFT Corporate Rules, andcontractual rights and obligations;

b. mandate that SWIFT continues providing its services and products despite the deteriorationof the financial circumstances of the financial institution, during the whole resolution orrestructuring process as long as the firm fulfils its payment obligations under theagreement. SWIFT confirms that in such case this clause 3.3.5 will be applicable and that itwill make reasonable efforts to accommodate the applicable Local Resolution Laws whenapplying SWIFT conditions to allow the financial institution to make continued use of itsexisting SWIFT services and products.

6. Result of loss of Shareholding

The value of the shares held by the shareholder that lost its shareholding status shall be repaidby SWIFT to the resigned or terminated shareholder at the share value, less the applicablewithholding taxes.

SWIFT Corporate Rules SWIFT User and SWIFT Shareholder Admission and Termination

12 January 2018 23

By accepting the monies paid by SWIFT as consideration for the withdrawal of its shares, theresigned or terminated shareholder irrevocably waives and relinquishes any right to demand inany way a higher amount from SWIFT or its Directors as consideration for such sharesirrespective of whether or not the resigned or terminated shareholder would be entitled to sucha higher amount pursuant to any legal provisions.

Note SWIFT periodically makes the list of terminated SWIFT users, including theresigned and terminated shareholders, available to the Board of Directors and theNational Groups.

3.6 Mergers or other Corporate RestructuringIn case of a merger or other corporate restructuring involving a SWIFT user or involving a SWIFTuser and an organisation that is not yet a SWIFT user, the parties must transmit to SWIFT anyrelevant information, including but not limited to legal evidence of the restructuring, as soon asavailable. SWIFT reserves the right, for SWIFT usership and other purposes, to (i) treat a merger orother corporate restructuring as an event resulting in a new legal entity, and (ii) require a formaltransfer of SWIFT contracts to such new entity.

If the merger or other corporate restructuring involves two shareholders, a transfer of shares shallbe allowed as described in article 13 of the SWIFT By-Laws. It is each shareholder's responsibilityto inform SWIFT regarding the way in which the parties want to have the shares allocated.Typically, if a shareholder is absorbed by another shareholder, the shares of the first shareholderare transferred to the second. This transfer is registered in the share register of SWIFT with nofinancial implications from SWIFT's side. A shareholder that is absorbed may also decide at thetime of the merger or acquisition to have its shares reimbursed by SWIFT.

Reimbursement of shares, less any taxes or similar levies, is effected once the resignation asshareholder has been approved by the Board of Directors.

In case of a merger or other corporate restructuring where a new legal entity is created, the newentity is considered as a new applicant SWIFT user and must follow the admission processapplicable to applicant SWIFT users, and to applicant SWIFT shareholders when applicable.

3.7 Re-use of Admission-Related Documents or DataSWIFT may re-use documents and data that it collects in the context of its SWIFT users' andshareholders' admission and continued compliance processes in accordance with section 3.2Compliance with Eligibility Criteria and Conditions for Admission as SWIFT User on page 17 andsection 3.3 SWIFT User Admission Process on page 18, to validate and/or to populate certainSWIFT services and products, as further described in the relevant product and service description,in particular the SWIFT KYC Registry.

Any applicant SWIFT user and any SWIFT user may explicitly request SWIFT not to make suchdocuments available in SWIFT services and products.

3.8 Shareholding AggregationIn accordance with article 10 (f) of the SWIFT By-Laws and section 2.3.4 Sub-Member on page 16here above, the annual financial contribution paid for network-based services of a sub-member willbe aggregated, for the purpose of share re-allocation, with the contribution paid by the SWIFTshareholder to which it belongs.

SWIFT Corporate Rules SWIFT User and SWIFT Shareholder Admission and Termination

12 January 2018 24

The shareholder or its sub-member shall inform SWIFT immediately in the event of a change inownership or corporate restructuring and that would affect their registration as SWIFT user. Anappropriate form is available on www.swift.com > Change your Legal or Publication information.

A shareholder may consult the list of its sub-members (when applicable) on www.swift.com >Shareholder/Sub-member.

3.9 Traffic Aggregation for Pricing PurposesSWIFT users under common ownership may aggregate their traffic and may benefit from lowermessaging fees. To qualify, a SWIFT user must be more than 50 percent owned and undermanagement/effective control of another SWIFT user, or of a holding company.

The requirement of management/effective control applies even if the SWIFT users have separateconnectivity to, or shareholding in, SWIFT.

The SWIFT user must complete and submit an Ownership Declaration form to benefit from thistraffic aggregation. This form is available from SWIFT on www.swift.com > Change your Legal orPublication information.

3.10 Business Identifier Code (BIC)The BIC is an established international standard (ISO 9362). It provides an identifier fororganisations within the financial services industry to facilitate automated processing oftelecommunication messages in banking and related financial transaction environments. SWIFT isthe designated ISO Registration Authority for the BIC. SWIFT publishes BICs in the directoryproducts.

Each organisation that becomes a SWIFT user must register and publish at least an 8-characterBIC that identifies only this organisation.

The country code element of the BIC must comply with ISO-defined jurisdiction as per ISO 3166.The organisation must be authorised or registered by the competent authority of the ISO-definedterritory in which it operates.

For more information about BIC, see the BIC Policy.

3.11 SWIFT Services and ProductsSWIFT users expressly acknowledge and accept that, as from their admission and as long as theyremain SWIFT users:

1. they are automatically subscribed to certain SWIFT services and products applicable to allSWIFT users in the circumstances as specified in the SWIFT Contractual Documentation(typically, the Price List for SWIFT Messaging and Solutions) in effect from time to time. Theseservices and products include the SWIFT User Handbook, SWIFTSmart, SWIFT ISAC andKYC Registry Security Attestation Application; and

2. they are bound by the terms and conditions applicable to such SWIFT services and products aspublished on SWIFT website, including but not limited to any obligation to pay fees and charges(if any) applicable to such services and products.

SWIFT Corporate Rules SWIFT User and SWIFT Shareholder Admission and Termination

12 January 2018 25

4 The SWIFT Organisation

4.1 IntroductionSWIFT is a co-operative company under Belgian law and is owned and controlled by itsshareholders. The shareholders elect a Board composed of 25 independent Directors, whichgoverns the Company and oversees the management of the Company.

4.2 SWIFT ManagementThe SWIFT Board of Directors delegates the day-to-day management of the Company to the ChiefExecutive Officer (CEO). SWIFT management, also known as the Executive Committee, acts underthe supervision and the control of the Chief Executive Officer.

The CEO chairs the Executive Committee that is formed by the CEO, the Chief Financial Officer(CFO), the Chief Technology Officer (CTO), the Chief Operations Officer (COO), the ChiefExecutive Americas & UK region, the Chief Executive EMEA & Asia Pacific region, and the ChiefMarketing Officer.

For more details on SWIFT management visit www.swift.com > SWIFT Management. The ChiefExecutive Officer and the Chief Financial Officer are responsible for the preparation, the integrity,and the objectivity of the consolidated financial statements.

SWIFT management issues reports to the Board of Directors on a regular basis, including reportson performance-based budgeting.

4.3 The Board of DirectorsSWIFT's Board composition is designed to reflect usage of SWIFT messaging services, ensureSWIFT's global relevance, support its international reach and uphold its strict neutrality.

The Board of Directors is appointed by the General Meeting of shareholders upon proposals madeby the shareholders through the National Member Groups. The Directors are appointed for a termof three years and are eligible for re-appointment. The total number of Directors cannot exceed 25.The nomination and election process, its composition, functioning and powers are detailed in theSWIFT By-Laws, articles 16 to 26.

The Board of Directors is responsible for providing leadership in strategy, deciding on policymatters, and exercising proper supervision and control. It is entrusted with the broadest powerswith respect to the management and the administration of the Company.

The Board embodies its decisions in Board Resolutions, which may result in the issuance ofresolutions presented for approval to the shareholders at the General Meeting of shareholders.

The Board of Directors may establish special committees and may delegate specific powers to oneor more special attorneys-in-fact who need not be directors.

For more information about SWIFT's Board of Directors visit www.swift.com > Board Directors.

SWIFT Corporate Rules The SWIFT Organisation

12 January 2018 26

4.3.1 Board CommitteesThe Board has six committees ("the Committees"). The Committees provide strategic guidance tothe Board and the Executive Committee and review progress on projects in their respective areas:

1. Audit and Finance

2. Human Resources

3. Banking and Payments

4. Securities

5. Franchise Risk

6. Technology and Production

4.4 Oversight of SWIFTSWIFT maintains an open and constructive dialogue with its oversight authorities. SWIFT isoverseen because of its importance to the smooth functioning of the worldwide financial system, inits role as provider of messaging services. SWIFT is overseen by the central banks of the G10countries. Under an arrangement with the G-10 central banks, the National Bank of Belgium, thecentral bank of the country in which SWIFT's headquarters is located, acts as lead overseer. In2012, this framework was reviewed and a SWIFT Oversight Forum was established, through whichinformation sharing on SWIFT oversight activities was expanded to a larger group of central banks.

Information about the oversight of SWIFT is available on www.swift.com > Oversight.

Note The G10 Countries are as follows: Belgium, Canada, France, Germany, Italy, Japan,The Netherlands, United Kingdom, United States, Switzerland, Sweden; and theEuropean Central Bank.

In the SWIFT Oversight Forum, the G10 central banks are joined by other centralbanks from major economies: Reserve Bank of Australia, People's Bank of China,Hong Kong Monetary Authority, Reserve Bank of India, Bank of Korea, Bank ofRussia, Saudi Arabian Monetary Agency, Monetary Authority of Singapore, SouthAfrican Reserve Bank, and the Central Bank of the Republic of Turkey.

4.5 SWIFT Business Offices and SWIFT PartnersSWIFT has established business offices on all continents in the main financial centres. Theseoffices together with SWIFT Business Partners are the closest link to the SWIFT user community.In addition, SWIFT has established working relationships with different regional and globalcompanies under the SWIFT Certified and Shared Infrastructure Programmes.

The list of SWIFT offices and SWIFT partners is available on www.swift.com > Contact us, and onwww.swift.com > Partner Programme.

4.6 National GroupsThe following section describes the National Member Groups and the National User Groups.

SWIFT Corporate Rules The SWIFT Organisation

12 January 2018 27

4.6.1 National Member GroupAs per SWIFT By-Laws article 9 the National Member Group consists of the SWIFT shareholderwithin the same nation. It does not include other SWIFT users.

The National Member Group acts as the representative of the local community of shareholderstowards SWIFT. The National Member Group is a forum for discussions and is consulted from timeto time by SWIFT or the Board of Directors on specific topics, including on local practices andregulations that may have an impact on the SWIFT community. It has an advisory role on policyand strategic issues that are addressed at Board level and that could affect shareholders.

In doing so, the National Member Group not only assists the Board, but also serves the interests ofthe shareholders by coordinating their views and formulating a common policy. The NationalMember Group ensures that their advice to the Board is objective and competitively neutral.

In addition, the National Member Group presents to the Board of Directors the candidate forDirectorship from the nation in line with the profile as defined by the Board.

More generally, the National Member Group is the link between the Board of Directors and theshareholders of each nation. It receives the non-confidential Board documents, communiqués,reports, and resolutions for discussion with and/or distribution to the shareholders. The Board ofDirectors may from time to time ask the National Member Group for specific advice or request theGroup to nominate a specialist to participate in an Advisory or Working Group.

The National Member Group is independent from SWIFT and does not form part of the SWIFTlegal or governance structure. The National Member Group may legally organise itself as it deemsappropriate. It may set up sub-committees to deal with specific subjects. The National MemberGroup may be established as a formal organisation or as an informal assembly. As it serves theinterests of all shareholders locally, SWIFT will recognise only one single National Member Grouprepresentation per nation.

The SWIFT shareholder of the nation elect a Chairperson who chairs the National Member Group.To fulfil this role, the National Member Group Chairperson must be well informed about SWIFTpolicy matters and be recognised as fully independent by all shareholders of the nation.

The election of a new Chairperson should be immediately communicated by e-mail to the SWIFTNational Group Centre of Expertise at swift.chairpersons@swift.com. The Chairperson will be theliaison person between the National Member Group, SWIFT, and the Board of Directors.

It is in the interest of the shareholder to join the National Member Group in their nation to stayabreast of SWIFT-related matters. Details of its organisation and membership may be obtainedfrom the National Member Group chair.

4.6.2 National User GroupThe National User Group consists of SWIFT users within the same nation that organise themselvesto discuss SWIFT matters of an operational nature. They develop a forum that facilitates collectiveplanning and coordination of their operational activities such as an implementation schedule for themigration of SWIFT services and products, standards releases, local training and other matters ofan operational and technical nature. The National User Group serves as a key contributor onproposals pertaining to the maintenance and development of Standards. They also help identifybusiness opportunities for SWIFT's products and services that are beneficial to the localcommunity.

SWIFT Corporate Rules The SWIFT Organisation

12 January 2018 28

As is the case with the National Member Group, the National User Group is also independent fromSWIFT's legal and governance structure and may organise itself as it deems appropriate. It istasked with functioning and operating in an objective and neutral manner.

Some nations replace the National User Group by a special committee, or may set up several subcommittees appointed by and reporting to the National Member Group, to which all day-to- dayoperational and technical matters are referred for advice.

As the National User Group serves the interests of all SWIFT users locally, SWIFT will consideronly one single National User Group representation per nation.

The User Group Chairperson is responsible for chairing the National User Group. To fulfil this role,the User Group Chairperson must be well versed in operational and technical matters aboutSWIFT's operations and be in close contact with the SWIFT users at an operational level. The UserGroup Chairperson also acts as a focal point for training requirements. In most countries, theNational Member Group or the steering committee of that National Member Group elects the UserGroup Chairperson.

It is in the interest of each SWIFT user to join the National User Group in their nation to stayabreast of SWIFT-related matters. Details of its organisation and membership can be obtained fromthe National User Group chair.

4.6.3 Sharing of DataIn the spirit of SWIFT's cooperative nature, SWIFT may share information about SWIFTshareholding with the National Member Group in order to assist SWIFT with shareholding matterssuch as the collection of proxies for the General Meeting of shareholders, or to propose candidatesfor the Board of Directors. The National Member Group or National User Group can also obtainSWIFT user details from SWIFT for its own organisation and governance purposes, or to assistSWIFT in the organisation of regional or local events. SWIFT will share such information only on aneed to know basis. The National Member Group or National User Group may not use suchinformation for other purposes and may not share the information with third parties.

4.7 Advisory and Working GroupsAdvisory and Working Groups are established from time to time to assist Board Committees andSWIFT on detailed industry matters.

The Advisory and Working Groups are limited in number and report directly or indirectly to BoardCommittees or SWIFT.

SWIFT Corporate Rules The SWIFT Organisation

12 January 2018 29

5 The General Meeting of Shareholders andShareholding Information

5.1 General MeetingThe General Meeting of shareholders is held on the second Thursday of the month of June.

Decisions of the General Meeting are rendered as Resolutions that require formal adoption andthat must be recorded in the Minutes of the General Meeting. The General Meeting of shareholdershas the power to modify the SWIFT By-Laws and to appoint the Board of Directors and the financialauditors of the Company. It approves the financial statements as well as new SWIFT usercategories or changes thereto. Resolutions may contain directives to the Board of Directors.Minutes of the General Meeting of shareholders are made available to the shareholders of theCompany.

5.2 Shareholder InformationInformation about the General Meeting of shareholders, shareholding statements, share re-allocation, and shareholder/sub-member registration is available on the shareholder pageswww.swift.com > Shareholders.

SWIFT Corporate Rules The General Meeting of Shareholders and Shareholding Information

12 January 2018 30

6 Liability

6.1 SWIFT LiabilityExcept for fraud or gross negligence by SWIFT, and to the extent not otherwise prohibited by law,SWIFT's entire liability under or in connection with these SWIFT Corporate Rules (whether incontract, tort or otherwise) will be limited to 20,000 Euro per event or series of related events.

Even if SWIFT has been advised of their possibility, SWIFT excludes any liability for (i) any loss ordamage the occurrence or extent of which is unforeseeable; (ii) any loss of business or profit,revenue, anticipated savings, contracts, loss or corruption of data, loss of use, loss of goodwill, lossof reputation, interruption of business, or other similar pecuniary loss howsoever arising (whetherdirect or indirect); and (iii) any indirect, special, or consequential loss or damage of any kind.

SWIFT shall have no liability to the extent resulting from any act, fault or omission of the claimant orof a third party for which SWIFT is not responsible, or in case of a force majeure event. For thepurposes of this provision, force majeure event means any event or circumstance, or combinationof events or circumstances, which is beyond the reasonable control of, and is not attributable toSWIFT resulting in SWIFT being prevented from performing or being delayed in the performance ofany of its obligations.

Without prejudice to the generality of the foregoing, a force majeure event may include any of thefollowing:

• an act or intervention of a public authority or court (including any codes of conduct, instructions,guidelines, decisions or rules issued by such public authority or court), or any changes in laws;

• interruption or unavailability of power supplies, telecommunications networks,telecommunications services, or IT-systems;

• sabotage, terrorism, or threats of such acts;

• fire, flood, atmospheric disturbance, lightning, storm, hurricane, cyclone, typhoon, tornado,earthquake, landslide, perils of the sea, soil erosion, subsidence, washout, drought,exceptionally heavy snow or rain, ice, or other acts of God;

• acts of war or hostilities (whether declared or undeclared), invasion, armed conflict or act offoreign enemy, blockade, military or usurped power, embargo, revolution, riot, insurrection, civildisturbance, or civil war or rebellion;

• strikes, lock-outs, or other industrial action or labour disputes (including, without limitation,strikes, lock-outs, or other industrial action or labour disputes that are limited to an enterprise orbusiness unit of the relevant party or any company within its group);

• epidemic, famine, quarantine, or plague.

The limitation and exclusions of SWIFT's liability do not apply in case of fraud, wilful default or,more generally, to the extent not permitted under applicable law.

SWIFT Corporate Rules Liability

12 January 2018 31

7 Miscellaneous

7.1 Entrance FeeAn organisation accepted as SWIFT user shall pay an entrance fee as determined by the Board ofDirectors.

7.2 Modifications to the Corporate RulesThese SWIFT Corporate Rules may be modified from time to time by SWIFT. Any modifications tothe admission and termination rules as well as other rules and core principles set forth in theseSWIFT Corporate Rules are subject to the approval of the Board of Directors, except for thechanges made to the SWIFT user categories and shareholding definitions which remain under theshareholders responsibility. Implementation of these rules and related processes are under theresponsibility of SWIFT management.

The new version of the SWIFT Corporate Rules shall be made available prior to its effective date.As of its effective date the new version shall be binding upon all SWIFT users.

7.3 Dispute over the Corporate RulesTo be effective, any claim against SWIFT relating to these SWIFT Corporate Rules (the "Claim")must be submitted to SWIFT in writing within thirty days of the date of the event giving rise to theClaim. SWIFT shall acknowledge receipt of a Claim within 15 working days of receipt.

SWIFT may accept, reject or dispute (as the case may be) a Claim within three months aftersubmission of the Claim and inform the claimant accordingly. If SWIFT has not informed theclaimant that it accepts the Claim within three months of the date of submission of the Claim,SWIFT shall be deemed to have rejected or disputed the Claim.

If SWIFT has rejected or disputed the Claim, any outstanding dispute shall be finally settled underthe Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) by threearbitrators and, to the extent permitted under said Rules, the arbitration will take place in Brussels,in English.

SWIFT Corporate Rules Miscellaneous

12 January 2018 32

Legal NoticesCopyright

SWIFT © 2018. All rights reserved.

Disclaimer

The information in this publication may change from time to time. You must always refer to thelatest available version.

Translations

The English version of SWIFT documentation is the only official and binding version.

Trademarks

SWIFT is the trade name of S.W.I.F.T. SCRL. The following are registered trademarks of SWIFT:the SWIFT logo, SWIFT, SWIFTNet, Sibos, 3SKey, Innotribe, the Standards Forum logo,MyStandards, and SWIFT Institute. Other product, service, or company names in this publicationare trade names, trademarks, or registered trademarks of their respective owners.

SWIFT Corporate Rules Legal Notices

12 January 2018 33